Exhibit 4.1
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Execution Copy
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xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXX XX XXXXXXX FUNDING CORPORATION,
as Depositor,
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer,
XXXXX FARGO BANK, N.A.,
as Trustee
and
U.S. BANK NATIONAL ASSOCIATION,
as Custodian
POOLING AND SERVICING AGREEMENT
Dated June 29, 2007
-------------------------
Mortgage Pass-Through Certificates
Series 2007-5
================================================================================
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms..............................................................................10
Section 1.02 Interest Calculations......................................................................61
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans...............................................................61
Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage Loans...............................65
Section 2.03 Representations and Warranties of the Servicer.............................................68
Section 2.04 Representations and Warranties of the Depositor as to the Mortgage Loans...................69
Section 2.05 Designation of Interests in the REMICs.....................................................70
Section 2.06 Designation of Start-up Day................................................................71
Section 2.07 REMIC Certificate Maturity Date............................................................71
Section 2.08 Execution and Delivery of Certificates.....................................................71
Section 2.09 Establishment of the Trust.................................................................71
Section 2.10 Purpose and Powers of the Trust............................................................71
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans.........................................................72
Section 3.02 Subservicing; Enforcement of the Obligations of Servicer...................................73
Section 3.03 Fidelity Bond; Errors and Omissions Insurance..............................................74
Section 3.04 Access to Certain Documentation............................................................75
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims; Collections of BPP Mortgage
Loan Payments..............................................................................75
Section 3.06 Rights of the Depositor and the Trustee in Respect of the Servicer.........................76
Section 3.07 Trustee to Act as Servicer.................................................................76
Section 3.08 Collection of Mortgage Loan Payments; Servicer Custodial Account; Certificate
Account; Reserve Fund; Posted Collateral Account and Yield Maintenance Agreement...........77
Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow Accounts........................81
Section 3.10 Access to Certain Documentation and Information Regarding the Mortgage Loans...............83
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Section 3.11 Permitted Withdrawals from the Servicer Custodial Account and Certificate Account..........83
Section 3.12 Maintenance of Hazard Insurance............................................................84
Section 3.13 [Reserved].................................................................................85
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption Agreements..................................85
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO Property....................................86
Section 3.16 Trustee to Cooperate; Release of Mortgage Files............................................88
Section 3.17 Documents, Records and Funds in Possession of the Servicer to Be Held for the Trustee......89
Section 3.18 Servicing Fee..............................................................................90
Section 3.19 Advances...................................................................................90
Section 3.20 Annual Statement as to Compliance..........................................................91
Section 3.21 Assessments of Servicing Compliance; Registered Public Accounting Firm Attestation
Reports....................................................................................91
Section 3.22 Reports to the Securities and Exchange Commission..........................................93
Section 3.23 Modifications, Waivers, Amendments and Consents............................................99
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate....................................................................100
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;REMIC ADMINISTRATION
Section 5.01 Distributions.............................................................................100
Section 5.02 Priorities of Distributions on the Certificates...........................................101
Section 5.03 [Reserved]................................................................................116
Section 5.04 Allocation of Losses......................................................................116
Section 5.05 Statements to Certificateholders..........................................................123
Section 5.06 REMIC Tax Returns and Reports to Certificateholders.......................................127
Section 5.07 Tax Matters Person........................................................................128
Section 5.08 Rights of the Tax Matters Person in Respect of the Trustee................................129
Section 5.09 REMIC and Grantor Trust Related Covenants.................................................129
Section 5.10 Determination of One-Month LIBOR..........................................................130
Section 5.11 Servicer and Trustee Indemnification......................................................131
Section 5.12 Grantor Trust Administration..............................................................131
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates..........................................................................133
Section 6.02 Registration of Transfer and Exchange of Certificates.....................................134
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Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.........................................138
Section 6.04 Persons Deemed Owners.....................................................................138
Section 6.05 Transfer of Exchangeable REMIC Certificates and Exchangeable Certificates.................138
Section 6.06 Exchanges of Exchangeable REMIC Certificates and Exchangeable Certificates................139
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Servicer..................................140
Section 7.02 Merger or Consolidation of the Depositor or the Servicer..................................140
Section 7.03 Limitation on Liability of the Depositor, the Servicer and Others.........................141
Section 7.04 Depositor and Servicer Not to Resign......................................................141
Section 7.05 Assignment or Delegation of Duties by the Servicer........................................142
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default.........................................................................142
Section 8.02 Remedies of Trustee.......................................................................144
Section 8.03 Directions by Certificateholders and Duties of Trustee During Event of Default............144
Section 8.04 Action upon Certain Failures of the Servicer and upon Event of Default....................144
Section 8.05 Trustee to Act; Appointment of Successor..................................................144
Section 8.06 Notification to Certificateholders........................................................146
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee.........................................................................146
Section 9.02 Certain Matters Affecting the Trustee.....................................................149
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.....................................150
Section 9.04 Trustee May Own Certificates..............................................................151
Section 9.05 Eligibility Requirements for Trustee......................................................151
Section 9.06 Resignation and Removal of Trustee........................................................152
Section 9.07 Successor Trustee.........................................................................152
Section 9.08 Merger or Consolidation of Trustee........................................................153
Section 9.09 Appointment of Co-Trustee or Separate Trustee.............................................153
Section 9.10 Authenticating Agents.....................................................................154
Section 9.11 Trustee's Fees and Expenses...............................................................155
Section 9.12 Appointment of Custodian..................................................................155
Section 9.13 Paying Agents.............................................................................157
Section 9.14 Limitation of Liability...................................................................158
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Section 9.15 Trustee May Enforce Claims Without Possession of Certificates.............................158
Section 9.16 Suits for Enforcement.....................................................................158
Section 9.17 Waiver of Bond Requirement................................................................158
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement.................................158
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or Liquidation of All Mortgage Loans...........158
Section 10.02 Additional Termination Requirements.......................................................160
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.................................................................................161
Section 11.02 Recordation of Agreement; Counterparts....................................................163
Section 11.03 Limitation on Rights of Certificateholders................................................163
Section 11.04 Governing Law.............................................................................164
Section 11.05 Notices...................................................................................164
Section 11.06 Severability of Provisions................................................................165
Section 11.07 Certificates Nonassessable and Fully Paid.................................................165
Section 11.08 Access to List of Certificateholders......................................................165
Section 11.09 Recharacterization........................................................................166
Section 11.10 Regulation AB Compliance; Intent of the Parties; Reasonableness...........................166
Section 11.11 Third Party Beneficiary...................................................................167
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EXHIBITS
Exhibit A-1AR Form of Face of Class 1-A-R Certificate
Exhibit A-1A1 Form of Face of Class 1-A-1 Certificate
Exhibit A-1A2 Form of Face of Class 1-A-2 Certificate
Exhibit A-2A1 Form of Face of Class 2-A-1 Certificate
Exhibit A-2A2 Form of Face of Class 2-A-2 Certificate
Exhibit A-2A3 Form of Face of Class 2-A-3 Certificate
Exhibit A-2A4 Form of Face of Class 2-A-4 Certificate
Exhibit A-3A1 Form of Face of Class 3-A-1 Certificate
Exhibit A-3A2 Form of Face of Class 3-A-2 Certificate
Exhibit A-4A1 Form of Face of Class 4-A-1 Certificate
Exhibit A-4A2 Form of Face of Class 4-A-2 Certificate
Exhibit A-4A3 Form of Face of Class 4-A-3 Certificate
Exhibit A-4A4 Form of Face of Class 4-A-4 Certificate
Exhibit A-4A5 Form of Face of Class 4-A-5 Certificate
Exhibit A-5A1 Form of Face of Class 5-A-1 Certificate
Exhibit A-5A2 Form of Face of Class 5-A-2 Certificate
Exhibit A-6A1 Form of Face of Class 6-A-1 Certificate
Exhibit A-6A2 Form of Face of Class 6-A-2 Certificate
Exhibit A-7A1 Form of Face of Class 7-A-1 Certificate
Exhibit A-7A2 Form of Face of Class 7-A-2 Certificate
Exhibit A-7A3 Form of Face of Class 7-A-3 Certificate
Exhibit A-7A4 Form of Face of Class 7-A-4 Certificate
Exhibit A-7A5 Form of Face of Class 7-A-5 Certificate
Exhibit A-IO Form of Face of Class A-IO Certificate
Exhibit A-PO Form of Face of Class A-PO Certificate
Exhibit A-CA1 Form of Face of Class C-A-1 Certificate
Exhibit A-CA2 Form of Face of Class C-A-2 Certificate
Exhibit A-CA3 Form of Face of Class C-A-3 Certificate
Exhibit A-CA4 Form of Face of Class C-A-4 Certificate
Exhibit A-CA5 Form of Face of Class C-A-5 Certificate
Exhibit A-CA6 Form of Face of Class C-A-6 Certificate
Exhibit A-CA7 Form of Face of Class C-A-7 Certificate
Exhibit A-CA8 Form of Face of Class C-A-8 Certificate
Exhibit A-CA9 Form of Face of Class C-A-9 Certificate
Exhibit A-CA10 Form of Face of Class C-A-10 Certificate
Exhibit A-CA11 Form of Face of Class C-A-11 Certificate
Exhibit A-CA12 Form of Face of Class C-A-12 Certificate
Exhibit A-CA13 Form of Face of Class C-A-13 Certificate
Exhibit A-CA14 Form of Face of Class C-A-14 Certificate
Exhibit A-CA15 Form of Face of Class C-A-15 Certificate
Exhibit B-XB1 Form of Face of Class X-B-1 Certificate
Exhibit B-XB2 Form of Face of Class X-B-2 Certificate
Exhibit B-XB3 Form of Face of Class X-B-3 Certificate
Exhibit B-XB4 Form of Face of Class X-B-4 Certificate
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Exhibit B-XB5 Form of Face of Class X-B-5 Certificate
Exhibit B-XB6 Form of Face of Class X-B-6 Certificate
Exhibit B-7B1 Form of Face of Class 7-B-1 Certificate
Exhibit B-7B2 Form of Face of Class 7-B-2 Certificate
Exhibit B-7B3 Form of Face of Class 7-B-3 Certificate
Exhibit B-7B4 Form of Face of Class 7-B-4 Certificate
Exhibit B-7B5 Form of Face of Class 7-B-5 Certificate
Exhibit B-7B6 Form of Face of Class 7-B-6 Certificate
Exhibit C Form of Reverse of all Certificates
Exhibit D-1 Loan Group 1 Mortgage Loan Schedule
Exhibit D-2 Loan Group 2 Mortgage Loan Schedule
Exhibit D-3 Loan Group 3 Mortgage Loan Schedule
Exhibit D-4 Loan Group 4 Mortgage Loan Schedule
Exhibit D-5 Loan Group 5 Mortgage Loan Schedule
Exhibit D-6 Loan Group 6 Mortgage Loan Schedule
Exhibit D-7 Loan Group 7 Mortgage Loan Schedule
Exhibit E Request for Release of Documents
Exhibit F Form of Certification of Establishment of Account
Exhibit G-1 Form of Transferor's Certificate
Exhibit G-2A Form 1 of Transferee's Certificate
Exhibit G-2B Form 2 of Transferee's Certificate
Exhibit H Form of Transferee Representation Letter for ERISA
Restricted Certificates
Exhibit I Form of Affidavit Regarding Transfer of Residual Certificate
Exhibit J Contents of Servicing File
Exhibit K [RESERVED]
Exhibit L List of Recordation States
Exhibit M Form of Initial Certification
Exhibit N Form of Final Certification
Exhibit O Form of Xxxxxxxx-Xxxxx Certification
Exhibit P Relevant Servicing Criteria
Exhibit Q Additional Form 10-D Disclosure
Exhibit R Additional Form 10-K Disclosure
Exhibit S Form 8-K Disclosure Information
Exhibit T Form of Back-up Certification
Exhibit U Form of Additional Disclosure Notification
Exhibit V-1 Interest Rate Cap Agreement 1
Exhibit V-2 Interest Rate Cap Agreement 2
Exhibit W Form of Transferor Certificate Regarding Transfer of Residual Certificate
Exhibit X Available Combinations
Exhibit Y Form of Request for Exchange of Exchangeable REMIC Certificates or
Exchangeable Certificates
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POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated June 29, 2007, is hereby
executed by and among BANC OF AMERICA FUNDING CORPORATION, as depositor
(together with its permitted successors and assigns, the "Depositor"), BANK OF
AMERICA, NATIONAL ASSOCIATION, as servicer (the "Servicer"), XXXXX FARGO BANK,
N.A., as trustee (together with its permitted successors and assigns, the
"Trustee") and U.S. BANK NATIONAL ASSOCIATION, as custodian (the "Custodian").
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 Servicer, the Custodian and the Trustee agree as follows:
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
Estate created hereunder. The Certificates will consist of fifty-two Classes of
Certificates, designated as the Class 1-A-R, Class 1-A-1, Class 1-A-2, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 3-A-1, Class 3-A-2, Class
4-A-1, Class 4-A-2, Class 4-A-3, Class 4-A-4, Class 4-A-5, Class 5-A-1, Class
5-A-2, Class 6-A-1, Class 6-A-2, Class 7-A-1, Class 7-A-2, Class 7-A-3, Class
7-A-4, Class 7-A-5, Class A-IO, Class A-PO, Class C-A-1, Class C-A-2, Class
C-A-3, Class C-A-4, Class C-A-5, Class C-A-6, Class C-A-7, Class C-A-8, Class
C-A-9, Class C-A-10, Class C-A-11, Class C-A-12, Class C-A-13, Class C-A-14,
Class C-A-15, Class X-B-1, Class X-B-2, Class X-B-3, Class X-B-4, Class X-B-5,
Class X-B-6, Class 7-B-1, Class 7-B-2, Class 7-B-3, Class 7-B-4, Class 7-B-5 and
Class 7-B-6 Certificates. The descriptions of the Lower-Tier REMIC, the
Middle-Tier REMIC and the Upper-Tier REMIC that follow are part of the
Preliminary Statement. Any inconsistencies or ambiguities in this Agreement or
in the administration of this Agreement shall be resolved pursuant to the terms
of Section 11.01 hereof in a manner that preserves the validity of such REMIC
elections described below.
Lower-Tier REMIC
As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement as a real estate mortgage investment
conduit ("REMIC") for federal income tax purposes, and such segregated pool of
assets will be designated as the "Lower-Tier REMIC." The Class LR Interest will
represent the sole class of "residual interests" in the Lower-Tier REMIC for
purposes of the REMIC Provisions. The following table irrevocably sets forth the
designation, the Uncertificated Lower-Tier REMIC Pass-Through Rate, the initial
Uncertificated Balance, and solely for purposes of satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the Uncertificated Lower-Tier Regular Interests. None of the
Uncertificated Lower-Tier Interests will be certificated.
------------------------------ ------------------------------------- ------------------------------------------- -------------------
Initial Uncertificated Latest Possible
Designation(1) Uncertificated Balance Lower-Tier REMIC Pass-Through Rate Maturity Date(1)
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 1-L $25,425,402.99 5.50% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 1-LS $1,914.22 5.50% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 1-LPO $92,857.55 (3) July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 2-L $113,972,371.73 6.00% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 2-LS $8,548.92 6.00% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 3-L $85,281,881.62 6.00% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 3-LS $6,397.28 6.00% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 4-L $233,913,425.94 7.00% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 4-LS $17,544.97 7.00% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 4-LIO $4,510,590.08(2) 7.00% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 5-L $15,053,995.29 5.25% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 5-LS $1,131.13 5.25% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 5-LPO $19,899.19 (3) July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 6-L $17,566,465.83 6.50% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 6-LS $1,317.78 6.50% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 6-IO $142,542.60(2) 7.00% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 7-L $53,936,184.55 6.50% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 7-LPO $724,386.11 (3) July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
Class 7-LIO $2,900,794.19(2) 7.00% July 25, 2047
------------------------------------------------------------ ------------------------------------------- ---------------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the maturity date
for the Mortgage Loan with the latest maturity date has been designated as
the "latest possible maturity date" for each Uncertificated Lower-Tier
Regular Interest.
(2) Calculated in accordance with the definition of "Notional Amount" herein.
(3) The Class 1-LPO, Class 5-LPO Interest and Class 7-LPO Interest will not
bear interest.
2
Middle-Tier REMIC
As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Uncertificated Lower-Tier Regular
Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as the "Middle-Tier REMIC." The Class MR Interest
will represent the sole class of "residual interests" in the Middle-Tier REMIC
for purposes of the REMIC Provisions. The following table irrevocably sets forth
the designation, the Uncertificated Middle-Tier REMIC Pass-Through Rate, the
initial Uncertificated Balance, and solely for purposes of satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the Uncertificated Middle-Tier Regular Interests. None of the
Uncertificated Middle-Tier Interests will be certificated.
-------------------------------- -------------------------------------- ------------------------------------------- ----------------
Designations(1) Initial Uncertificated Uncertificated
Balance Middle-Tier REMIC
Pass-Through Rate Latest Possible Maturity Date(1)
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-1AR $100.00 5.50% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-1A1 $23,513,000.00 5.50% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-1PO $92,857.55 (4) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-2A1 $91,677,000.00 6.00% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-2A2 $13,755,000.00 6.00% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-3A1 $54,345,000.00 6.00% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-3A2 $24,546,000.00 6.00% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-4A1 200,157,000.00 7.00% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-4A2 $16,229,000.00 7.00% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-4IO $4,510,590.08(2) (3) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-5A1 $13,924,000.00 5.25% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-5PO $19,899.19 (4) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-6A1 $16,250,000.00 6.50% July 25, 2047
------------------------------- ----------------------------- ------------------------------------------- --------------------------
Class MRI-6IO $142,542.60(2) (3) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-7A1 $46,475,000.00 6.50% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-7IO $2,900,794.19 (3) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-7PO $724,386.11(2) (4) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-XB1 $15,971,000.00 Variable(2) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-XB2 $6,879,000.00 Variable(2) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-XB3 $5,159,000.00 Variable(2) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-XB4 $3,440,000.00 Variable(2) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-XB5 $2,948,000.00 Variable(2) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-XB6 $2,457,297.69 Variable(2) July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-7B1 $4,454,000.00 6.50% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-7B2 $930,000.00 6.50% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-7B3 $601,000.00 6.50% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-7B4 $628,000.00 6.50% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-7B5 $492,000.00 6.50% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
Class MRI-7B6 $356,184.55 6.50% July 25, 2047
-------------------------------------------------------------- ------------------------------------------- -------------------------
3
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the maturity date
for the Mortgage Loan with the latest maturity date has been designated as
the "latest possible maturity date" for each Uncertificated Middle-Tier
Regular Interest.
(2) Calculated in accordance with the definition of "Notional Amount" herein.
(3) The Class MRI-4-IO Interest will be entitled to 100% of the amounts
distributed on the Uncertificated Lower-Tier Class 4-LIO Interest, the
Class MRI-6-IO Interest will be entitled to 100% of the amounts distributed
on the Uncertificated Lower-Tier Class 6-LIO Interest and the Class
MRI-7-IO Interest will be entitled to 100% of the amounts distributed on
the Uncertificated Lower-Tier Class 7-LIO Interest.
(4) The Class MRI-1-PO Interest, the Class MRI-5-PO Interest and the Class
MRI-7-PO Interest will not bear interest.
(5) Calculated in accordance with the definition of "Uncertificated Middle-Tier
REMIC Pass-Through Rate" herein.
The foregoing Lower-Tier REMIC and Middle-Tier REMIC structure is intended
to cause all the cash from the Mortgage Loans to flow through the Upper-Tier
REMIC as cash flow on a Upper-Tier Regular Interest, without creating any
shortfall, actual or potential (other than for losses), to any Upper-Tier
Regular Interest. To the extent that the structure is believed to diverge from
such intention, the party identifying such ambiguity or drafting error shall
notify the other parties hereto, and the parties hereto shall attempt to resolve
such ambiguity or drafting error in accordance with Section 11.01 hereto.
4
Upper-Tier REMIC
As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Uncertificated Middle-Tier Regular
Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as the "Upper-Tier REMIC." The Class UR Interest
will represent the sole class of "residual interests" in the Upper-Tier REMIC
for purposes of the REMIC Provisions. The following table irrevocably sets forth
(or describes) the designation, the Interest Rate, and Initial Uncertificated
Balance or Notional Amount for each Upper-Tier Regular Interest comprising the
"regular interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions
and solely for purposes of Satisfying Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each class of
Upper-Tier Regular Interests.
-------------------------------- -------------------------------------- ------------------------------------------- ----------------
Designation(1) Initial Uncertificated Balance or Interest Rate Latest Possible
Notional Amount Maturity Date(1)
------------------------------------------------------------- ------------------------------------ ---------------------------------
1-A-R $100.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
1-A-1 $21,749,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
1-A-2 $1,764,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
2-A-1 $50,000,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
2-A-2 $4,055,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
2-A-3 $12,871,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
2-A-4 $13,755,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
3-A-1 $19,801,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
3-A-2 $24,546,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
4-A-1 200,157,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
4-A-2 200,157,000.00(3) (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
4-A-3 200,157,000.00(3) (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
4-A-4 $16,229,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-1-1 $10,543,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-1-2 $7,889,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-2-1 $856,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-2-2 $640,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-3-1 $1,044,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-3-2 $5,028,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-4-1 $7,881,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-4-2 $14,145,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-5-1 $699,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-5-2 $1,166,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-6-1 $696,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-6-2 $1,242,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-7-1 $41,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-7-2 $72,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-8-1 $13,755,000.00(3) (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
5
-------------------------------- -------------------------------------- ------------------------------------------- ----------------
Designation(1) Initial Uncertificated Balance or Interest Rate Latest Possible
Notional Amount Maturity Date(1)
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-8-2 $24,546,000.00(3) (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-9-1 $546,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-9-2 $2,445,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
C-A-9-3 $4,362,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
5-A-1 $12,879,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
5-A-2 $1,045,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
6-A-1 $15,031,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
6-A-2 $1,219,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
7-A-1 $37,718,200.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
7-A-2 $5,802,800.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
7-A-3 $2,954,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
X-B-1 $15,971,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
X-B-2 $6,879,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
X-B-3 $5,159,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
X-B-4 $3,440,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
X-B-5 $2,948,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
X-B-6 $2,457,297.69 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
7-B-1 $4,454,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
7-B-2 $930,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
7-B-3 $601,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
7-B-4 $628,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
7-B-5 $492,000.00 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
7-B-6 $356,184.55 (2) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
4-A-IO $4,510,590.08(3) (4) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
6-A-IO $142,543.15(3) (4) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
7-A-IO $2,900,794.19(3) (4) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
1-A-PO $92,857.55 (5) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
5-A-PO $19,899.19 (5) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
7-A-PO $724,386.11 (5) July 25, 2047
------------------------------------------------------------- ------------------------------------ ---------------------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the maturity date
for the Mortgage Loan with the latest maturity date has been designated as
the "latest possible maturity date" for each Upper-Tier Regular Interest.
(2) Interest will accrue on these Upper-Tier Regular Interests at a rate equal
to the Pass-Through Rate of the Corresponding Class of Certificates or
Components.
(3) Calculated in accordance with the definition of "Notional Amount" herein.
(4) The Class 4-A-IO Interest will be entitled to 100% of the amounts
distributed on the Uncertificated Middle-Tier Class MRI-4-IO Interest, the
Class 6-A-IO Interest will be entitled to 100% of the amounts distributed
on the Uncertificated Middle-Tier Class MRI-6-IO Interest and the Class
MRI-7-IO Interest will be entitled to 100% of the amounts distributed on
the Uncertificated Middle-Tier Class MRI-7-IO Interest
(5) The Class 1-A-PO Interest, Class 5-A-PO Interest and Class 7-A-PO Interest
will not bear interest.
6
SUMMARY OF CERTIFICATES
The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which the Classes of Certificates shall be issuable:
Classes Initial Class Certificate Balance, Integral
Initial Notional Amount, Maximum Multiples in
Initial Class Certificate Balance or Minimum Excess of
Maximum Initial Notional Amount Pass-Through Rate Denomination Minimum
Class 1-A-R $100 5.5000% $100 N/A
Class 1-A-1 $21,749,000 5.5000% $1,000 $1
Class 1-A-2 $1,764,000 5.5000% $1,000 $1
Class 2-A-1 $50,000,000 6.0000% $1,000 $1
Class 2-A-2 $4,055,000 6.0000% $1,000 $1
Class 2-A-3 $12,871,000 6.0000% $1,000 $1
Class 2-A-4 $13,755,000 (1) $1,000 $1
Class 3-A-1 $19,801,000 6.0000% $1,000 $1
Class 3-A-2 $24,546,000 (1) $1,000 $1
Class 4-A-1 $200,157,000 (2) $1,000 $1
Class 4-A-2 $200,157,000 (3) $1,000,000 $1
Class 4-A-3 $200,157,000 (4) $1,000,000 $1
Class 4-A-4 $16,229,000 7.0000% $1,000 $1
Class 4-A-5 $200,157,000 (5) $1,000 $1
Class 5-A-1 $12,879,000 5.2500% $1,000 $1
Class 5-A-2 $1,045,000 5.2500% $1,000 $1
Class 6-A-1 $15,031,000 6.5000% $1,000 $1
Class 6-A-2 $1,219,000 6.5000% $1,000 $1
Class 7-A-1 $37,718,200 (6) $1,000 $1
Class 7-A-2 $5,802,800 (7) $1,000 $1
Class 7-A-3 $2,954,000 6.5000% $1,000 $1
Class 7-A-4 $43,521,000 6.5000% $1,000 $1
Class 7-A-5 $46,475,000 6.5000% $1,000 $1
Class A-IO $7,553,927 (8) $1,000,000 $1
Class A-PO $837,142 (9) $25,000 $1
Class C-A-1 $18,432,000 (10) $1,000 $1
Class C-A-2 $1,496,000 (10) $1,000 $1
Class C-A-3 $6,072,000 (10) $1,000 $1
Class C-A-4 $22,026,000 (10) $1,000 $1
Class C-A-5 $1,865,000 (10) $1,000 $1
Class C-A-6 $1,938,000 (10) $1,000 $1
Class C-A-7 $113,000 (10) $1,000 $1
Class C-A-8 $38,301,000 (10) $1,000,000 $1
7
Classes Initial Class Certificate Balance, Integral
Initial Notional Amount, Maximum Multiples in
Initial Class Certificate Balance or Minimum Excess of
Maximum Initial Notional Amount Pass-Through Rate Denomination Minimum
Class C-A-9 $7,353,000 (10) $1,000 $1
Class C-A-10 $8,010,000 (10) $1,000 $1
Class C-A-11 $23,891,000 (10) $1,000 $1
Class C-A-12 $8,123,000 (10) $1,000 $1
Class C-A-13 $12,178,000 (10) $1,000 $1
Class C-A-14 $9,619,000 (10) $1,000 $1
Class C-A-15 $13,674,000 (10) $1,000 $1
Class X-B-1 $15,971,000 (11) $25,000 $1
Class X-B-2 $6,879,000 (11) $25,000 $1
Class X-B-3 $5,159,000 (11) $25,000 $1
Class X-B-4 $3,440,000 (11) $25,000 $1
Class X-B-5 $2,948,000 (11) $25,000 $1
Class X-B-6 $2,457,297 (11) $25,000 $1
Class 7-B-1 $4,454,000 6.5000% $25,000 $1
Class 7-B-2 $930,000 6.5000% $25,000 $1
Class 7-B-3 $601,000 6.5000% $25,000 $1
Class 7-B-4 $628,000 6.5000% $25,000 $1
Class 7-B-5 $492,000 6.5000% $25,000 $1
Class 7-B-6 $356,184 6.5000% $25,000 $1
Integral
Initial Component Balance, Initial Multiples in
Component Notional Amount or Maximum Minimum Excess of
Component Initial Component Balance Pass-Through Rate Denomination Minimum
Class C-A-1-1 $10,543,000 6.0000% N/A N/A
Class C-A-1-2 $7,889,000 6.0000% N/A N/A
Class C-A-2-1 $856,000 6.0000% N/A N/A
Class C-A-2-2 $640,000 6.0000% N/A N/A
Class C-A-3-1 $1,044,000 6.0000% N/A N/A
Class C-A-3-2 $5,028,000 6.0000% N/A N/A
Class C-A-4-1 $7,881,000 6.0000% N/A N/A
Class C-A-4-2 $14,145,000 6.0000% N/A N/A
Class C-A-5-1 $699,000 6.0000% N/A N/A
Class C-A-5-2 $1,166,000 6.0000% N/A N/A
Class C-A-6-1 $696,000 6.0000% N/A N/A
Class C-A-6-2 $1,242,000 6.0000% N/A N/A
8
Integral
Initial Component Balance, Initial Multiples in
Component Notional Amount or Maximum Minimum Excess of
Component Initial Component Balance Pass-Through Rate Denomination Minimum
Class C-A-7-1 $41,000 6.0000% N/A N/A
Class C-A-7-2 $72,000 6.0000% N/A N/A
Class C-A-8-1 $13,755,000 (12) N/A N/A
Class C-A-8-2 $24,546,000 (12) N/A N/A
Class C-A-9-1 $546,000 6.0000% N/A N/A
Class C-A-9-2 $2,445,000 6.0000% N/A N/A
Class C-A-9-3 $4,362,000 6.0000% N/A N/A
Class 4-A-IO $4,510,590 7.0000% N/A N/A
Class 6-A-IO $142,543 7.0000% N/A N/A
Class 7-A-IO $2,900,794 7.0000% N/A N/A
Class 1-A-PO $92,857 (13) N/A N/A
Class 5-A-PO $19,899 (13) N/A N/A
Class 7-A-PO $724,386 (13) N/A N/A
(1) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-4 and Class 3-A-2 Certificates at the rate of 5.9700% per annum.
During each Interest Accrual Period thereafter, interest will accrue on the
Class 2-A-4 and Class 3-A-2 Certificates at a per annum rate equal to (i)
0.6500% plus (ii) One-Month LIBOR, subject to a minimum rate of 0.6500% and a
maximum rate of 6.0000%.
(2) During the initial Interest Accrual Period, interest will accrue on the
Class 4-A-1 Certificates at the rate of 5.6900% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 4-A-1 Certificates
at a per annum rate equal to (i) 0.3700% plus (ii) One-Month LIBOR, subject to a
minimum rate of 0.3700% and a maximum rate of 7.0000%.
(3) During the initial Interest Accrual Period, interest will accrue on the
Class 4-A-2 Certificates at the rate of 0.0800% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 4-A-2 Certificates
at a per annum rate equal to (i) 6.6300% minus (ii) One-Month LIBOR, subject to
a minimum rate of 0.0000% and a maximum rate of 0.0800%.
(4) During the initial Interest Accrual Period, interest will accrue on the
Class 4-A-3 Certificates at the rate of 1.2300% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 4-A-3 Certificates
at a per annum rate equal to (i) 6.550% minus (ii) One-Month LIBOR, subject to a
minimum rate of 0.0000% and a maximum rate of 6.5500%.
(5) During the initial Interest Accrual Period, interest will accrue on the
Class 4-A-5 Certificates at the rate of 5.7700% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 4-A-5 Certificates
at a per annum rate equal to (i) 0.4500% plus (ii) One-Month LIBOR, subject to a
minimum rate of 0.4500% and a maximum rate of 7.0000%.
9
(6) During the initial Interest Accrual Period, interest will accrue on the
Class 7-A-1 Certificates at the rate of 5.7200% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 7-A-1 Certificates
at a per annum rate equal to (i) 0.4000% plus (ii) One-Month LIBOR, subject to a
minimum rate of 0.4000% and a maximum rate of 7.5000%.
(7) During the initial Interest Accrual Period, interest will accrue on the
Class 7-A-2 Certificates at the rate of 11.57% per annum. During each Interest
Accrual Period thereafter, interest will accrue on the Class 7-A-2 Certificates
at a per annum rate equal to (i) 46.15% minus (ii) the product of (a) One-Month
LIBOR and (b) 6.5000, subject to a minimum rate of 0.0000% and a maximum rate of
46.15%.
(8) The Class A-IO Certificates are Interest Only Certificates and will be
deemed for purposes of distributions of interest to consist of three Components:
the Class 4-A-IO Component, the Class 6-A-IO Component and the Class 7-A-IO
Component. The Components of the Class A-IO Certificates are not severable.
(9) The Class A-PO Certificates are Principal Only Certificates.
(10) These Certificates are Component Certificates are will be deemed for
purposes of distributions of interest to consist of the Components specified in
the table above. The Components of a Class of Certificates are not severable.
(11) Interest will accrue on the Class X-B Certificates at a per annum rate
equal to the weighted average (based on the Group Subordinate Amount for each
Crossed Loan Group) of (i) with respect to Loan Group 1, 5.5000%, (ii) with
respect to Loan Group 2, 6.0000%, (iii) with respect to Loan Group 3, 6.000%,
(iv) with respect to Loan Group 4, 7.000%, (v) with respect to Loan Group 5,
5.2500% and (vi) with respect to Loan Group 6, 6.5000%.
(12) During the initial Interest Accrual Period, interest will accrue on the
Class C-A-8-1 Component and the Class C-A-8-2 Component at the rate of 0.0300%
per annum. During each Interest Accrual Period thereafter, interest will accrue
on the Class C-A-8-1 Component and the Class C-A-8-2 Component at a per annum
rate equal to (i) 5.3500% minus (ii) One-Month LIBOR, subject to a minimum rate
of 0.0000% and a maximum rate of 5.3500%.
(13) The Class 1-A-PO, Class 5-A-PO and Class 7-A-PO Components are principal
only Components and will not be entitled to distributions in respect of
interest.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article:
10-K Filing Deadline: As defined in Section 3.22(c).
10
1933 Act: The Securities Act of 1933, as amended.
Accretion Termination Date: For (i) the Class C-A-5-1 Component, the
earlier to occur of (1) the Distribution Date following the Distribution Date on
which the Component Balance of the Class C-A-4-1 Component has been reduced to
zero and (2) the Senior Credit Support Depletion Date for the Crossed Groups and
(ii) the Class C-A-5-2 Component, the earlier to occur of (1) the Distribution
Date following the Distribution Date on which the Component Balance of the Class
C-A-4-2 Component has been reduced to zero and (2) the Senior Credit Support
Depletion Date for the Crossed Groups.
Accrued Certificate Interest: For any Distribution Date and each Class of
interest-bearing Certificates (other than the Component Certificates), one
month's interest accrued during the related Interest Accrual Period at the
applicable Pass-Through Rate on the applicable Class Certificate Balance or
Notional Amount. For any Distribution Date and the Component Certificates, the
sum of the Accrued Component Interest for each Component thereof.
Accrued Component Interest: For any Distribution Date and each Non-PO
Component, one month's interest accrued during the related Interest Accrual
Period at the applicable Pass-Through Rate on the applicable Component Balance
or Component Notional Amount.
Additional Disclosure Notification: The form of notification to be included
with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or
Form 8-K Disclosure Information which is attached hereto as Exhibit U.
Additional Form 10-D Disclosure: As defined in Section 3.22(b).
Additional Form 10-K Disclosure: As defined in Section 3.22(c).
Additional Servicer: A Subcontractor engaged by the Servicer or the Trustee
that is a "servicer" within the meaning of Item 1101 of Regulation AB and meets
any of the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.
Adjusted Pool Amount: With respect to any Distribution Date and for (A)
each Crossed Loan Group, the sum as to each Mortgage Loan contributing to, or
in, such Loan Group as of the Cut-off Date of the product of (x) the Applicable
Percentage and (y) the Stated Principal Balance of such Mortgage Loan as of the
Cut-off Date minus the sum of (i) the product of the Applicable Percentage and
all amounts in respect of principal received in respect of such Mortgage Loan
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed on the Holders of the related Certificates
on such Distribution Date and all prior Distribution Dates and (ii) the product
of the Applicable Percentage and the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on such Mortgage Loan from the Cut
off Date through the end of the month preceding such Distribution Date and (B)
Loan Group 7, the sum as to each Mortgage Loan in such Loan Group as of the
Cut-off Date of the Stated Principal Balance of such Mortgage Loan as of the
Cut-off Date minus the sum of (i) all amounts in respect of principal received
in respect of such Mortgage Loan (including, without limitation, amounts
received as Monthly Payments, Periodic Advances, Principal Prepayments,
11
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed on the
Holders of the related Certificates on such Distribution Date and all prior
Distribution Dates and (ii) the principal portion of all Realized Losses (other
than Debt Service Reductions) incurred on such Mortgage Loan from the Cut off
Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (Non-PO Portion): With respect to any Distribution
Date and for each Loan Group, the difference between the Adjusted Pool Amount
for such Loan Group and the Adjusted Pool Amount (PO Portion) for such Loan
Group.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date
and for each Crossed Loan Group, the sum as to each Discount Mortgage Loan, if
any, in such Loan Group outstanding as of the Cut-off Date of the product of (x)
the PO Percentage for such Discount Mortgage Loan and (y) the Stated Principal
Balance of such Discount Mortgage Loan as of the Cut-off Date less the sum of
(i) all amounts in respect of principal received in respect of such Discount
Mortgage Loan (including, without limitation, amounts received as Monthly
Payments, Periodic Advances, Principal Prepayments, Liquidation Proceeds and
Substitution Adjustment Amounts) and distributed to Holders of the related
Certificates on such Distribution Date and all prior Distribution Dates and (ii)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Discount Mortgage Loan from the Cut-off Date through the end of
the month preceding the month in which such Distribution Date occurs. The
Adjusted Pool Amount (PO Portion) for Loan Group 2, Loan Group 3, Loan Group 4
and Loan Group 6 will be zero.
Advance: A Periodic Advance or a Servicing Advance.
Aggregate Crossed Senior Percentage: With respect to any Distribution Date,
the percentage, carried to six places rounded up, obtained by dividing (i) the
aggregate Class Certificate Balance of the Senior Non-PO Certificates of the
Crossed Groups immediately prior to such Distribution Date by (ii) the aggregate
Pool Principal Balance (Non-PO Portion) for the Crossed Loan Groups with respect
to such Distribution Date.
Aggregate Crossed Subordinate Percentage: As of any Distribution Date, 100%
minus the Aggregate Crossed Senior Percentage for such Distribution Date.
Aggregate Denomination: As to any Class of Exchangeable REMIC Certificates
or Exchangeable Certificates and any date of determination, the aggregate of the
Denominations of the Outstanding Certificates of such Class on such date. As to
any Component of a Class of Exchangeable REMIC Certificates or Exchangeable
Certificates and any date of determination, the product of (i) the aggregate of
the Denominations of the Outstanding Certificates of such Class on such date and
(ii) a fraction, the denominator of which is the Initial Component Balance of
such Component and the denominator of which is the Initial Class Certificate
Balance of the Class of which the Component is a part.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
12
Amount Held for Future Distribution: As to any Distribution Date and Loan
Group, the total of the Applicable Percentages of the amounts held in the
Servicer Custodial Account 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 Loans contributing to such Loan Group
in the month of such Distribution Date and (ii) payments which represent receipt
of Monthly Payments on the Mortgage Loans contributing to such Loan Group in
respect of a Due Date or Due Dates subsequent to the related Due Date.
Ancillary Income: All prepayment premiums (if any), assumption fees, late
payment charges and all other ancillary income and fees with respect to the
Mortgage Loans.
Applicable Percentage: For each Crossed Loan Group Mortgage Loan, the
percentages set forth below:
(a) Crossed Loan Group Mortgage Loans with original terms to maturity of
approximately 20 to 30 years with Net Mortgage Interest Rates less than or equal
to 5.500%:
Principal payments due on the Crossed Loan Group Mortgage Loans with
original terms to maturity of approximately 20 to 30 years with Net Mortgage
Interest Rates less than or equal to 5.500% shall be allocated to Loan Group 1.
The Applicable Percentage for each such Crossed Loan Group Mortgage Loan
and Loan Group 1 is 100%.
(b) Crossed Loan Group Mortgage Loans with original terms to maturity of
approximately 20 to 30 years with Net Mortgage Interest Rates greater than
5.500% but less than 6.000%:
Principal payments due on the Crossed Loan Group Mortgage Loans with
original terms to maturity of approximately 20 to 30 years with Net Mortgage
Interest Rates greater than 5.500% but less than 6.000% shall be allocated
between Loan Group 1 and Loan Group 2 or between Loan Group 1 and Loan Group 3,
in each case based upon the Applicable Percentage.
The Applicable Percentage for the principal portion of each such Crossed
Loan Group Mortgage Loan with original terms to maturity of approximately 20 to
30 years contributing to Loan Group 1 is equal to (i) 6.000% minus the related
Net Mortgage Interest Rate of such Crossed Loan Group Mortgage Loan divided by
(ii) 0.500% and the Applicable Percentage for the portion of each such Crossed
Loan Group Mortgage Loan contributing to Loan Group 2 or Loan Group 3 is equal
to (a) 100% less (b) (x) 6.000% minus the related Net Mortgage Interest Rate for
such Crossed Loan Group Mortgage Loan divided by (y) 0.500%.
(c) Crossed Loan Group Mortgage Loans with original terms to maturity of
approximately 20 to 30 years with Net Mortgage Interest Rates equal to 6.000%:
Principal payments due on the Crossed Loan Group Mortgage Loans with
original terms to maturity of approximately 20 to 30 years with Net Mortgage
Interest Rates equal to 6.000% shall be allocated to Loan Group 2 or Loan Group
3.
13
The Applicable Percentage for each such Crossed Loan Group Mortgage Loan
and Loan Group 2 and Loan Group 3 is 100%. (d) Crossed Loan Group Mortgage Loans
with original terms to maturity of approximately 20 to 30 years with Net
Mortgage Interest Rates greater than 6.000% but less than 7.000%:
Principal payments due on the Crossed Loan Group Mortgage Loans with
original terms to maturity of approximately 20 to 30 years with Net Mortgage
Interest Rates greater than 6.000% but less than 7.000% shall be allocated
between Loan Group 2 and Loan Group 4 or between Loan Group 3 and Loan Group 4,
in each case based upon the Applicable Percentage.
The Applicable Percentage for the principal portion of each such Crossed
Loan Group Mortgage Loans with original terms to maturity of approximately 20 to
30 years contributing to Loan Group 2 or Loan Group 3 is equal to (i) 7.000%
minus the related Net Mortgage Interest Rate of such Crossed Loan Group Mortgage
Loan divided by (ii) 1.000%, and the Applicable Percentage for the portion of
each such Crossed Loan Group Mortgage Loan contributing to Loan Group 4 is equal
to (a) 100% less (b) (x) 7.000% minus the related Net Mortgage Interest Rate for
such Crossed Loan Group Mortgage Loan divided by (y) 1.000%.
(e) Crossed Loan Group Mortgage Loans with original terms to maturity of
approximately 20 to 30 years with Net Mortgage Interest Rates greater than or
equal to 7.000%:
Principal payments due on the Crossed Loan Group Mortgage Loans with
original terms to maturity of approximately 20 to 30 years with Net Mortgage
Interest Rates greater than or equal to 7.000% shall be allocated to Loan Group
4.
The Applicable Percentage for each such Crossed Loan Group Mortgage Loan
and Loan Group 4 is 100%.
(f) Crossed Loan Group Mortgage Loans with original terms to maturity of
approximately 10 to 15 years with Net Mortgage Interest Rates less than or equal
to 5.250%:
Principal payments due on the Crossed Loan Group Mortgage Loans with
original terms to maturity of approximately 10 to 15 years with Net Mortgage
Interest Rates less than or equal to 5.250% shall be allocated to Loan Group 5.
The Applicable Percentage for each such Crossed Loan Group Mortgage Loan
and Loan Group 5 is 100%.
(g) Crossed Loan Group Mortgage Loans with original terms to maturity of
approximately 10 to 15 years with Net Mortgage Interest Rates greater than
5.250% but less than 6.500%:
Principal payments due on the Crossed Loan Group Mortgage Loans with
original terms to maturity of approximately 10 to 15 years with Net Mortgage
Interest Rates greater than 5.250% but less than 6.500% shall be allocated
between Loan Group 5 and Loan Group 6, based upon the Applicable Percentage.
14
The Applicable Percentage for the principal portion of each such Crossed
Loan Group Mortgage Loans with original terms to maturity of approximately 10 to
15 years contributing to Loan Group 5 is equal to (i) 6.500% minus the related
Net Mortgage Interest Rate of such Crossed Loan Group Mortgage Loan divided by
(ii) 1.250%, and the Applicable Percentage for the portion of each such Crossed
Loan Group Mortgage Loan contributing to Loan Group 6 is equal to (a) 100% less
(b) (x) 6.500% minus the related Net Mortgage Interest Rate for such Crossed
Loan Group Mortgage Loan divided by (y) 1.250%.
(h) Crossed Loan Group Mortgage Loans with original terms to maturity of
approximately 10 to 15 years with Net Mortgage Interest Rates greater than or
equal to 6.500%:
Principal payments due on the Crossed Loan Group Mortgage Loans with
original terms to maturity of approximately 10 to 15 years with Net Mortgage
Interest Rates greater than or equal to 6.500% shall be allocated to Loan Group
6.
The Applicable Percentage for each such Crossed Loan Group Mortgage Loan
and Loan Group 6 is 100%.
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 the Mortgage Loan or, in certain cases, an
automated valuation model (if applicable) or tax assessed value and (b) the
sales price for such property, except that, in the case of Mortgage Loans the
proceeds of which were used to refinance an existing mortgage loan, the
Appraised Value of the related Mortgaged Property is the appraised value thereof
determined in an appraisal obtained at the time of refinancing or, in certain
cases, an automated valuation model (if applicable) or tax assessed value, or
(ii) the appraised value determined in an appraisal made at the request of a
Mortgagor subsequent to origination in order to eliminate the Mortgagor's
obligation to keep a Primary Mortgage Insurance Policy in force.
Assessment of Compliance: As defined in Section 3.21(a).
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.
Attestation Report: As defined in Section 3.21(b).
Authenticating Agents: As defined in Section 9.10.
Back-up Certification: As defined in Section 3.22(e).
BAFC: Banc of America Funding Corporation.
BANA: Bank of America, National Association, a national banking
association, or its successor in interest.
BBA: As defined in Section 5.10.
15
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(b) 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 Minnesota, states in which the servicing offices of the
Servicer are located, or the state or states in which the Corporate Trust Office
of the Trustee is located are required or authorized by law or executive order
to be closed.
Calculation Balance: With respect to each Class of Exchangeable REMIC
Certificates or Component of such Class and as of any date of determination, an
amount equal the then-current Class Certificate Balance of such Exchangeable
REMIC Certificates or Component Balance of such Component of a Class of
Exchangeable REMIC Certificates if such Class Certificate Balance or Component
Balance had been calculated under the condition that no Exchangeable REMIC
Certificates of such Class are ever exchanged for Exchangeable Certificates.
Calculated Principal Distribution: As defined in Section 5.04(b)(iii).
Cap Provider: The Bank of New York.
Certificate: Any of the Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2007-5 that are issued pursuant to this
Agreement.
Certificate Account: The Eligible Account created and maintained by the
Trustee pursuant to Section 3.08(c) in the name of the Trustee, for the benefit
of the Certificateholders and designated "Xxxxx Fargo Bank, N.A., as Trustee, in
trust for registered holders of Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2007-5." The Certificate Account shall be
deemed to consist of eleven sub-accounts; one for each of the Loan Groups (the
"Loan Group 1 Sub-Account," the "Loan Group 2 Sub-Account," the "Loan Group 3
Sub-Account," the "Loan Group 4 Sub-Account," the "Loan Group 5 Sub-Account,"
the "Loan Group 6 Sub-Account" and the "Loan Group 7 Sub-Account"), and one for
each of the Exchangeable Certificates Grantor Trust Account, the Lower-Tier
Certificate Sub-Account, the Middle-Tier Certificate Sub-Account and the
Upper-Tier Certificate Sub-Account. Funds in the Certificate Account shall be
held in trust for the Holders of the Certificates for the uses and purposes set
forth in this Agreement.
16
Certificate Balance: With respect to any Certificate at any date, the
maximum dollar amount of principal to which the Holder thereof is then entitled
hereunder, such amount being equal to the product of the Percentage Interest of
such Certificate and the Class Certificate Balance of the Class of Certificates
of which such Certificate is a part.
Certificate Custodian: Initially Xxxxx 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, the Servicer or any affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest and Voting Rights evidenced thereby
shall not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights, as the case may be, necessary to effect
any such consent has been obtained, unless such entity is the registered owner
of the entire Class of Certificates, provided that the Trustee shall not be
responsible for knowing that any Certificate is registered in the name of an
affiliate of the Depositor or the Servicer unless one of its Responsible
Officers has actual knowledge thereof.
Certification Parties: As defined in Section 3.22(e).
Certifying Person: As defined in Section 3.22(e).
Class: As to the Certificates, the Class 1-A-R, Class 1-A-1, Class 1-A-2,
Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 3-A-1, Class 3-A-2,
Class 4-A-1, Class 4-A-2, Class 4-A-3, Class 4-A-4, Class 4-A-5, Class 5-A-1,
Class 5-A-2, Class 6-A-1, Class 6-A-2, Class 7-A-1, Class 7-A-2, Class 7-A-3,
Class 7-A-4, Class 7-A-5, Class A-IO, Class A-PO, Class C-A-1, Class C-A-2,
Class C-A-3, Class C-A-4, Class C-A-5, Class C-A-6, Class C-A-7, Class C-A-8,
Class C-A-9, Class C-A-10, Class C-A-11, Class C-A-12, Class C-A-13, Class
C-A-14, Class C-A-15, Class X-B-1, Class X-B-2, Class X-B-3, Class X-B-4, Class
X-B-5, Class X-B-6, Class 7-B-1, Class 7-B-2, Class 7-B-3, Class 7-B-4, Class
7-B-5 and Class 7-B-6 Certificates, as the case may be.
Class 1-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Class Certificate Balance of the Class 1-A-1 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section
5.04(b)(i) to such Class, without regard to the operation of Section
5.04(b)(iv).
17
Class 1-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Class Certificate Balance of the Class 1-A-2 Certificates with
respect to such Distribution Date prior to any reduction for the Class 1-A-2
Loss Allocation Amount and (b) the Class 1-A-1 Loss Amount with respect to such
Distribution Date.
Class 1-A-R Certificate: The Class 1-A-R Certificate, which represents the
ownership of the Class UR Interest, the Class MR Interest and the Class LR
Interest.
Class 2-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Class Certificate Balance of the Class 2-A-1 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section
5.04(b)(i) to such Class, without regard to the operation of Section
5.04(b)(iv).
Class 2-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Calculation Balance of the Class 2-A-2 Certificates with
respect to such Distribution Date prior to any reduction for the Class 2-A-2
Loss Allocation Amount and (b) the Class 2-A-1 Loss Amount with respect to such
Distribution Date.
Class 2-A-3 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Class Certificate Balance of the Class 2-A-3 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section
5.04(b)(i) to such Class, without regard to the operation of Section
5.04(b)(iv).
Class 2-A-4 Grantor Trust: The grantor trust created pursuant to Section
5.12 consisting of any interests in the Class 2-A-4 Reserve Fund and Class 2-A-4
Interest Rate Cap Agreement beneficially owned by the Class 2-A-4 Certificates
and rights and obligations with respect thereto. The Class 2-A-4 Grantor Trust
shall not be an asset of any REMIC.
Class 2-A-4 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Class Certificate Balance of the Class 2-A-4 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section
5.04(b)(i) to such Class, without regard to the operation of Section
5.04(b)(iv).
Class 2-A-4 Interest Rate Cap Agreement: The Interest Rate Cap Agreement
between the Trustee and The Bank of New York, as Cap Provider, which will be for
the benefit of the Class 2-A-4 Certificates, substantially in the form attached
hereto as Exhibit V-1. The Class 2-A-4 Interest Rate Cap Agreement shall not be
an asset of any REMIC formed under this Agreement.
Class 2-A-4 Reserve Fund: The Eligible Account created and maintained by
the Trustee pursuant to Section 3.09(j) in the name of the Trustee, for the
benefit of the Holders of the Class 2-A-4 Certificates and designated "Class
2-A-4 Reserve Fund, Xxxxx Fargo Bank, N.A., as Trustee, in trust for registered
holders of Banc of America Funding Corporation Mortgage Pass-Through
18
Certificates, Series 2007-5." Amounts on deposit in the Class 2-A-4 Reserve Fund
shall not be invested. The Class 2-A-4 Reserve Fund shall not be an asset of any
REMIC formed under this Agreement.
Class 3-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Class Certificate Balance of the Class 3-A-1 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section
5.04(b)(i) to such Class, without regard to the operation of Section
5.04(b)(iv).
Class 3-A-2 Grantor Trust: The grantor trust created pursuant to Section
5.12 consisting of any interests in the Class 3-A-2 Reserve Fund and Class 3-A-2
Interest Rate Cap Agreement beneficially owned by the Class 3-A-2 Certificates
and rights and obligations with respect thereto. The Class 3-A-2 Grantor Trust
shall not be an asset of any REMIC.
Class 3-A-2 Interest Rate Cap Agreement: The Interest Rate Cap Agreement
between the Trustee and The Bank of New York, as Cap Provider, which will be for
the benefit of the Class 3-A-2 Certificates, substantially in the form attached
hereto as Exhibit V-2. The Class 3-A-2 Interest Rate Cap Agreement shall not be
an asset of any REMIC formed under this Agreement.
Class 3-A-2 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Class Certificate Balance of the Class 3-A-2 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section
5.04(b)(i) to such Class, without regard to the operation of Section
5.04(b)(iv).
Class 3-A-2 Reserve Fund: The Eligible Account created and maintained by
the Trustee pursuant to Section 3.09(j) in the name of the Trustee, for the
benefit of the Holders of the Class 3-A-2 Certificates and designated "Class
3-A-2 Reserve Fund, Xxxxx Fargo Bank, N.A., as Trustee, in trust for registered
holders of Banc of America Funding Corporation Mortgage Pass-Through
Certificates, Series 2007-5." Amounts on deposit in the Class 3-A-2 Reserve Fund
shall not be invested. The Class 3-A-2 Reserve Fund shall not be an asset of any
REMIC formed under this Agreement.
Class 4-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Calculation Balance of the Class 4-A-1 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section
5.04(b)(i) to such Class, without regard to the operation of Section
5.04(b)(iv).
Class 4-A-2 Notional Amount: With respect to each Distribution Date and the
Class 4-A-2 Certificates, the Calculation Balance of the Class 4-A-1
Certificates.
Class 4-A-3 Notional Amount: With respect to each Distribution Date and the
Class 4-A-3 Certificates, the Calculation Balance of the Class 4-A-1
Certificates.
19
Class 4-A-4 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Class Certificate Balance of the Class 4-A-4 Certificates with
respect to such Distribution Date prior to any reduction for the Class 4-A-4
Loss Allocation Amount and (b) the Class 4-A-1 Loss Amount with respect to such
Distribution Date.
Class 4-A-IO Notional Amount: With respect to each Distribution Date and
the Class 4-A-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 4 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 4 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 4 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date) minus 7.000%
and (b) the denominator of which is equal to 7.000%.
Class 5-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Class Certificate Balance of the Class 5-A-1 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section
5.04(b)(i) to such Class, without regard to the operation of Section
5.04(b)(iv).
Class 5-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Class Certificate Balance of the Class 5-A-2 Certificates with
respect to such Distribution Date prior to any reduction for the Class 5-A-2
Loss Allocation Amount and (b) the Class 5-A-1 Loss Amount with respect to such
Distribution Date.
Class 6-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Class Certificate Balance of the Class 6-A-1 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section
5.04(b)(i) to such Class, without regard to the operation of Section
5.04(b)(iv).
Class 6-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Class Certificate Balance of the Class 6-A-2 Certificates with
respect to such Distribution Date prior to any reduction for the Class 6-A-2
Loss Allocation Amount and (b) the Class 6-A-1 Loss Amount with respect to such
Distribution Date.
Class 6-A-IO Notional Amount: With respect to each Distribution Date and
the Class 6-A-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 6 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 6 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 6 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date) minus 6.500%
and (b) the denominator of which is equal to 7.000%.
20
Class 7-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Group 7, the amount, if any, by which
the Calculation Balance of the Class 7-A-1 Certificates would be reduced as a
result of the allocation of any reduction pursuant to Section 5.04(b)(i) to such
Class, without regard to the operation of Section 5.04(b)(iv).
Class 7-A-2 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Group 7, the amount, if any, by which
the Calculation Balance of the Class 7-A-2 Certificates would be reduced as a
result of the allocation of any reduction pursuant to Section 5.04(b)(i) to such
Class, without regard to the operation of Section 5.04(b)(iv).
Class 7-A-3 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Calculation Balance of the Class 7-A-3 Certificates with
respect to such Distribution Date prior to any reduction for the Class 7-A-3
Loss Allocation Amount and (b) the sum of the Class 7-A-1 Loss Amount and the
Class 7-A-2 Loss Amount with respect to such Distribution Date.
Class 7-A-IO Notional Amount: With respect to each Distribution Date and
the Class 7-A-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 4 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 7 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 7 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date) minus 6.500%
and (b) the denominator of which is equal to 7.000%.
Class 7-B Certificates: The Class 7-B-1, Class 7-B-2, Class 7-B-3, Class
7-B-4, Class 7-B-5 and Class 7-B-6 Certificates, each of which represents the
corresponding Upper-Tier Regular Interest for purposes of the REMIC provisions.
Class A-IO Notional Amount: With respect to each Distribution Date and the
Class A-IO Certificates, the sum of the Class 4-A-IO Notional Amount, the Class
6-A-IO Notional Amount and the Class 7-A-IO Notional Amount.
Class C-A-1-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Component Balance of the Class C-A-1-1 Component would be reduced
as a result of the allocation of any reduction pursuant to Section 5.04(b)(i) to
such Component, without regard to the operation of Section 5.04(b)(iv).
Class C-A-1-2 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Component Balance of the Class C-A-1-2 Component would be reduced
as a result of the allocation of any reduction pursuant to Section 5.04(b)(i) to
such Component, without regard to the operation of Section 5.04(b)(iv).
Class C-A-2-1 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
21
lesser of (a) the Calculation Balance of the Class C-A-2-1 Component with
respect to such Distribution Date prior to any reduction for the Class C-A-2-1
Loss Allocation Amount and (b) the Class C-A-1-1 Loss Amount with respect to
such Distribution Date.
Class C-A-2-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Calculation Balance of the Class C-A-2-2 Component with
respect to such Distribution Date prior to any reduction for the Class C-A-2-2
Loss Allocation Amount and (b) the Class C-A-1-2 Loss Amount with respect to
such Distribution Date.
Class C-A-3-1 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Calculation Balance of the Class C-A-3-1 Component with
respect to such Distribution Date prior to any reduction for the Class C-A-3-1
Loss Allocation Amount and (b) the Class 2-A-3 Loss Amount with respect to such
Distribution Date.
Class C-A-3-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Calculation Balance of the Class C-A-3-2 Component with
respect to such Distribution Date prior to any reduction for the Class C-A-3-2
Loss Allocation Amount and (b) the Class 3-A-1 Loss Amount with respect to such
Distribution Date.
Class C-A-4-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Calculation Balance of the Class C-A-4-1 Component would be reduced
as a result of the allocation of any reduction pursuant to Section 5.04(b)(i) to
such Component, without regard to the operation of Section 5.04(b)(iv).
Class C-A-4-2 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Calculation Balance of the Class C-A-4-2 Component would be reduced
as a result of the allocation of any reduction pursuant to Section 5.04(b)(i) to
such Component, without regard to the operation of Section 5.04(b)(iv).
Class C-A-5-1 Accrual Distribution Amount: For any Distribution Date and
the Class C-A-5-1 Component prior to the applicable Accretion Termination Date,
an amount with respect to such Component equal to the sum of (i) the amount
allocated but not currently distributable as interest to such Component pursuant
to Section 5.02(a)(i) that is attributable to clause (i) of the definition of
"Component Interest Distribution Amount," and (ii) the amount allocated but not
currently distributable as interest to such Component pursuant to Section
5.02(a)(i) that is attributable to clause (ii) of the definition of "Component
Interest Distribution Amount."
Class C-A-5-2 Accrual Distribution Amount: For any Distribution Date and
the Class C-A-5-2 Component prior to the applicable Accretion Termination Date,
an amount with respect to such Component equal to the sum of (i) the amount
allocated but not currently distributable as interest to such Component pursuant
to Section 5.02(a)(i) that is attributable to clause (i) of the definition of
"Component Interest Distribution Amount," and (ii) the amount allocated but not
22
currently distributable as interest to such Component pursuant to Section
5.02(a)(i) that is attributable to clause (ii) of the definition of "Component
Interest Distribution Amount."
Class C-A-5-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Calculation Balance of the Class C-A-5-1 Component would be reduced
as a result of the allocation of any reduction pursuant to Section 5.04(b)(i) to
such Component, without regard to the operation of Section 5.04(b)(iv).
Class C-A-5-2 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for the Crossed Groups, the amount, if any,
by which the Calculation Balance of the Class C-A-5-2 Component would be reduced
as a result of the allocation of any reduction pursuant to Section 5.04(b)(i) to
such Component, without regard to the operation of Section 5.04(b)(iv).
Class C-A-6-1 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Calculation Balance of the Class C-A-6-1 Component with
respect to such Distribution Date prior to any reduction for the Class C-A-6-1
Loss Allocation Amount and (b) the sum of the Class 2-A-4 Loss Amount, the Class
C-A-4-1 Loss Amount and the Class C-A-5-1 Loss Amount with respect to such
Distribution Date.
Class C-A-6-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Calculation Balance of the Class C-A-6-2 Component with
respect to such Distribution Date prior to any reduction for the Class C-A-6-2
Loss Allocation Amount and (b) the sum of the Class 3-A-2 Loss Amount, the Class
C-A-4-2 Loss Amount and the Class C-A-5-2 Loss Amount with respect to such
Distribution Date.
Class C-A-7-1 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Calculation Balance of the Class C-A-7-1 Component with
respect to such Distribution Date prior to any reduction for the Class C-A-7-1
Loss Allocation Amount and (b) the Class 2-A-4 Loss Amount with respect to such
Distribution Date.
Class C-A-7-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for the Crossed Groups, the
lesser of (a) the Calculation Balance of the Class C-A-7-2 Component with
respect to such Distribution Date prior to any reduction for the Class C-A-7-2
Loss Allocation Amount and (b) the Class 3-A-2 Loss Amount with respect to such
Distribution Date.
Class C-A-8 Notional Amount: With respect to any Distribution Date and the
Class C-A-8 Certificates, the sum of the Class C-A-8-1 Notional Amount and the
Class C-A-8-2 Notional Amount.
Class C-A-8-1 Notional Amount: With respect to any Distribution Date and
the Class C-A-8-1 Component, the Class Certificate Balance of the Class 2-A-4
Certificates.
23
Class C-A-8-2 Notional Amount: With respect to any Distribution Date and
the Class C-A-8-2 Component, the Class Certificate Balance of the Class 3-A-2
Certificates.
Class Certificate Balance: With respect to any Class of Certificates (other
than the Interest Only Certificates and the Component Certificates) and any date
of determination, and subject to Section 5.04(b)(vi), an amount equal to (a) the
Initial Class Certificate Balance of such Class or, in the case of a Class of
Exchangeable REMIC Certificates or Exchangeable Certificates, the Aggregate
Denomination of such Class, minus the sum of (i) all distributions of principal
made with respect thereto (including in the case of a Class of Subordinated
Certificates, any principal otherwise payable to such Class of Certificates used
to pay any PO Deferred Amounts), (ii) all reductions in Class Certificate
Balance previously allocated thereto pursuant to Section 5.04(b)(i) and (iii) in
the case of the Class 1-A-2, Class 2-A-2, Class 4-A-4, Class 5-A-2 and Class
7-A-3 Certificates, any reduction allocated thereto pursuant to Section
5.04(b)(iv) plus (b) the sum of (i) all increases in Class Certificate Balance
previously allocated thereto pursuant to Section 5.04(b)(i) and (ii) in the case
of the Class 1-A-2, Class 2-A-2, Class 4-A-4, Class 5-A-2 and Class 7-A-3
Certificates, any increases allocated thereto pursuant to Section 5.04(b)(iv).
The Class 4-A-2, Class 4-A-3, Class A-IO and Class C-A-8 Certificates are
Interest Only Certificates and have no Class Certificate Balance. The Class
Certificate Balance of the Component Certificates (other than the Class C-A-8
Certificates) as of any date of determination shall equal the sum of the
Component Balances of the related Components.
Class Interest Shortfall: For any Distribution Date and each Class of
interest-bearing Certificates (other than the Class A-IO Certificates and
Component 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 Distribution Amount: As to any Distribution Date and each Class of
Exchangeable Certificates, an amount equal to the sum of (i) the Interest
Distribution Amount for such Class and (ii) the Class Principal Distribution
Amount for such Class.
Class X-B Certificates: The Class X-B-1, Class X-B-2, Class X-B-3, Class
X-B-4, Class X-B-5 and Class X-B-6 Certificates, each of which represents the
corresponding Upper-Tier Regular Interest for purposes of the REMIC provisions.
Class Principal Distribution Amount: As to any Distribution Date and each
Class of Exchangeable Certificates, an amount as to principal equal to (i) the
distributions of principal made in respect of the Related Classes of
Exchangeable REMIC Certificates pursuant to Section 5.02(b) or, in the case of a
Related Class of Exchangeable REMIC Certificates that is a Class of Component
Certificates, the sum of the distributions of principal made in respect of the
Components of such Class multiplied by (ii) a fraction, the numerator of which
is the Aggregate Denomination of such Class of Exchangeable Certificates and the
denominator of which is the Maximum Initial Class Certificate Balance of such
Class of Exchangeable Certificates.
Class Unpaid Interest Shortfall: As to any Distribution Date and each Class
of interest-bearing Certificates (other than the Class A-IO Certificates and
Component Certificates), the amount by which the aggregate Class Interest
Shortfalls for such Class on prior Distribution Dates exceeds the amount of
24
interest actually distributed on such Class on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Interest Distribution Amount." As
to any Distribution Date and any Class of Component Certificates, the sum of the
Component Unpaid Interest Shortfalls for the related Components.
Closing Date: June 29, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Collection Period: With respect to any Distribution Date, the period from
the second day of the calendar month preceding the month in which such
Distribution Date occurs through the first day of the month in which such
Distribution Date occurs.
Combination: Any Exchangeable Combination or Exchangeable REMIC
Combination.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, an amount
equal to the lesser of (a) the aggregate Servicing Fee as of the Due Date of the
month preceding the month of such Distribution Date and (b) the Prepayment
Interest Shortfalls on the Mortgage Loans resulting from Principal Prepayments
on such Mortgage Loans during the related Prepayment Period; provided, however,
Compensating Interest payable for any month by the Servicer will be limited to
one-twelfth of 0.2500% of the aggregate Stated Principal Balance of the Mortgage
Loans, calculated as of the Due Date of the month preceding the month of such
Distribution Date.
Compliance Statement: As defined in Section 3.20.
Component: Any of the Class X-X-0-0, X-X-0-0, X-X-0-0, X-X-0-0, X-X-0-0,
X-X-0-0, X-X-0-0, X-X-0-0, X-X-0-0, X-X-0-0, X-X-0-0, X-X-0-0, X-X-0-0, X-X-0-0,
X-X-0-0, X-X-0-0, X-X-0-0, X-X-0-0, X-X-0-0, 1-A-PO, 4-A-IO, 5-A-PO, 6-A-IO,
7-A-IO and 7-A-PO Components, each of which represents the corresponding
Upper-Tier Regular Interest.
Component Certificates: Any of the Class X-X-0, X-X-0, X-X-0, X-X-0, X-X-0,
X-X-0, X-X-0, X-X-0, X-X-0, A-IO and A-PO Certificates.
Component Balance: With respect to any Component (other than the Interest
Only Components) and any date of determination, and subject to Section
5.04(b)(vi), an amount equal to (a) the Initial Component Balance of such
Component or, in the case of a Component of a Class of Exchangeable REMIC
Certificates or Exchangeable Certificates, the Aggregate Denomination of such
Component (plus, in the case of the Class C-A-5-1 and Class C-A-5-2 Components,
any Class C-A-5-1 Accrual Distribution Amounts or Class C-A-5-2 Accrual
Distribution Amounts, as applicable, previously added thereto) minus the sum of
(i) all distributions of principal made with respect thereto, (ii) all
reductions in Component Balance previously allocated thereto pursuant to Section
5.04(b)(i) and (iii) in the case of the Components of the Class C-A-2, Class
C-A-3, Class C-A-6, Class C-A-7, Class C-A-10, Class C-A-12, Class C-A-13, Class
C-A-14 and Class C-A-15 Certificates, any reduction allocated thereto pursuant
to Section 5.04(b)(iv) plus (b) the sum of (i) all increases in Component
25
Balance previously allocated thereto pursuant to Section 5.04(b)(i) and (ii) in
the case of the Components of the Class C-A-2, Class C-A-3, Class C-A-6, Class
C-A-7, Class C-A-10, Class C-A-12, Class C-A-13, Class C-A-14 and Class C-A-15
Certificates, any increases allocated thereto pursuant to Section 5.04(b)(iv).
The Interest Only Components have no Component Balance.
Component Interest Distribution Amount: For any Distribution Date and each
Component (other than the PO Components), the sum of (i) the Accrued Component
Interest and (ii) any Component Unpaid Interest Shortfall for such Component.
The PO Components are principal only Components and are not entitled to
distributions of interest.
Component Interest Shortfall: For any Distribution Date and each Component
(other than the PO Components), the amount by which Accrued Component Interest
for such Component exceeds the amount of interest actually distributed on such
Component (or, in the case of the Class C-A-5-1 and Class C-A-5-2 Components
prior to the applicable Accretion Termination Date, the amount included in the
Class C-A-5-1 Accrual Distribution Amount or Class C-A-5-2 Accrual Distribution
Amount, as applicable, pursuant to clause (i) of the definition thereof, but not
distributed pursuant to the proviso in Section 5.02(a)(i)) on such Distribution
Date pursuant to clause (i) of the definition of "Component Interest
Distribution Amount."
Component Notional Amount: As of any Distribution Date, any of the Class
4-A-IO Notional Amount, the Class 6-A-IO Notional Amount, the Class 7-A-IO
Notional Amount, the Class C-A-8-1 Notional Amount or the Class C-A-8-2 Notional
Amount, as applicable.
Component Unpaid Interest Shortfall: As to any Distribution Date and each
Component (other than the PO Components), the amount by which the aggregate
Component Interest Shortfalls for such Component on prior Distribution Dates
exceeds the amount of interest actually distributed on such Component (or, in
the case of the Class C-A-5-1 and Class C-A-5-2 Components prior to the
applicable Accretion Termination Date, the amount included in the Class C-A-5-1
Accrual Distribution Amount or Class C-A-5-2 Accrual Distribution Amount, as
applicable, pursuant to clause (ii) of the definition thereof, but not
distributed pursuant to the proviso in Section 5.02(a)(i)) on such prior
Distribution Dates pursuant to clause (ii) of the definition of "Component
Interest Distribution Amount."
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
26
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment or mortgage of the Cooperative Lease, (iv) financing statements and
(v) a stock power (or other similar instrument), and ancillary thereto, a
Recognition Agreement, each of which was transferred and assigned to the Trust
pursuant to Section 2.01.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: 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 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000,
Attention: Client Manager BAFC 2007-5, and for certificate transfer purposes is
located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Corporate Trust Services BAFC 2007-5, or at such other address as the
Trustee may designate from time to time by notice to the Certificateholders, the
Depositor and the Servicer.
Corresponding Class, Classes, Component or Components: The Class of
interests in one REMIC created under this Agreement that corresponds to the
Class of interests in another REMIC or to a Class, Classes, Component or
Components of Certificates in the manner set out below:
-------------------------------------------- ------------------------------------------------------- -------------------------------
Uncertifiated-Middle-Tier Corresponding Upper-Tier Corresponding Class, Classes, Component or
Regular Interest Regular Interest Components of Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-1-A-R Interest N/A Class 1-A-R Certificate
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-1A1 Interest Class 1-A-1 and Class 1-A-2 Interests Class 1-A-1 and Class 1-A-2 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-1PO Interest Class 1-A-PO Interest Class 1-A-PO Component
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-2A1 Interest Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-1, Class 2-A-2, and Class 2-A-3
Class C-A-1-1, Class C-A-2-1, Class Certificates, Class C-A-1-1, Class C-A-2-1,
C-A-3-1, Class C-A-4-1, Class C-A-5-1, Class C-A-3-1, Class C-A-4-1, Class
Class C-A-6-1, Class C-A-7-1, Class C-A-5-1, Class C-A-6-1, Class
Class C-A-9-1 and Class C-A-9-2 Class C-A-7-1, Class C-A-9-1 and Class
Interests C-A-9-2 Components
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-2A2 Interest Class 2-A-4 and Class 8-A-1-1 Interests Class 2-A-4 Certificates and Class 8-A-1-1
Component
------------------------------------------------------------------------------------------------------------------------------------
27
-------------------------------------------- ------------------------------------------------------- -------------------------------
Uncertifiated-Middle-Tier Corresponding Upper-Tier Corresponding Class, Classes, Component or
Regular Interest Regular Interest Components of Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-3A1 Interest
Class 3-A-1, Class C-A-1-2, Class C-A-2-2, Class Class 3-A-1 Certificates,
Class C-A-4-2, Class C-A-5-2, Class C-A-1-2, Class C-A-2-2,
Class C-A-6-2, Class C-A-7-2 and Class Class C-A-3-2, Class C-A-4-2, Class
X-X-0-0 Xxxxxxxxx X-X-0-0, Class C-A-6-2, Class
Class C-A-72-2, Class C-A-9-2,
Components
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-3A2 Interest Class 3-A-2 and Class C-A-8-2 Interests Class 3-A-2 Certificates and Class C-A-8-2
Component
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-4A1 Interest Class 4-A-1, Class 4-A-2 and Class 4-A-3 Class 4-A-1, Class 4-A-2 and Class 4-A-3
Interests Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-4A2 Interest Class 4-A-4 Interests Class 4-A-4 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-5A1 Interest Class 5-A-1 and Class 5-A-2 Interests Class 5-A-1 and Class 5-A-2 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-5PO Interest Class 5-A-PO Interests Class 5-A-PO Component
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-6A1 Interest Class 6-A-1 and Class 6-A-2 Interests Class 6-A-1 and Class 6-A-2 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-6IO Interest Class 6-A-IO Interest Class 6-A-IO Component
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-7A1 Interest Class 7-A-1, Class 7-A-2 and Class 7-A-3 Class 7-A-1, Class 7-A-2 and Class 7-A-3
Interests Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-7IO Interest Class 7-A-IO Interest Class 7-A-IO Component
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-7PO Interest Class 7-A-PO Interest Class 7-A-PO Component
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-XB1 Interest Class X-B-1 Interest Class X-B-1 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-XB2 Interest Class X-B-2 Interest Class X-B-2 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-XB3 Interest Class X-B-3 Interest Class X-B-3 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-XB4 Interest Class X-B-4 Interest Class X-B-4 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-XB5 Interest Class X-B-5 Interest Class X-B-5 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-XB6 Interest Class X-B-6 Interest Class X-B-6 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-7B1 Interest Class 7-B-1 Interest Class 7-B-1 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-7B2 Interest Class 7-B-2 Interest Class 7-B-2 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-7B3 Interest Class 7-B-3 Interest Class 7-B-3 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-7B4 Interest Class 7-B-4 Interest Class 7-B-4 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-7B5 Interest Class 7-B-5 Interest Class 7-B-5 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Class MRI-7B6 Interest Class 7-B-6 Interest Class 7-B-6 Certificates
------------------------------------------------------------------------------------------------------------------------------------
Crossed Group: Group 1, Group 2, Group 3, Group 4, Group 5 and Group 6.
Crossed Loan Group Mortgage Loans: The Group 1 Mortgage Loans, the Group 2
Mortgage Loans, the Group 3 Mortgage Loans, the Group 4 Mortgage Loans, the
Group 5 Mortgage Loans and the Group 6 Mortgage Loans.
Crossed Loan Groups: Loan Group 1, Loan Group 2, Loan Group 3, Loan Group
4, Loan Group 5 and Loan Group 6.
28
Custodian: Initially, U.S. Bank National Association; thereafter any
Custodian appointed by the Trustee pursuant to Section 9.12.
Customary Servicing Procedures: With respect to the Servicer, procedures
(including collection procedures) that the 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: June 1, 2007.
Cut-off Date Pool Principal Balance: For each Loan Group, the aggregate of
the Stated Principal Balances of the Mortgage Loans contributing to, or in, such
Loan Group as of the Cut-off Date, which is $25,520,174.75 for Loan Group 1,
$113,980,920.64 for Loan Group 2, $85,288,278.90 for Loan Group 3,
$233,930,970.92 for Loan Group 4, $15,075,025.61 for Loan Group 5,
$17,567,783.61 for Loan Group 6, and $54,660,570.66 for Loan Group 7.
Debt Service Reduction: As to any Mortgage Loan and any Determination Date,
the excess of (i) the Monthly Payment due on the related Due Date under the
terms of such Mortgage Loan over (ii) the amount of the monthly payment of
principal and/or interest required to be paid with respect to such Due Date by
the Mortgagor as established by a court of competent jurisdiction (pursuant to
an order which has become final and nonappealable) as a result of a proceeding
initiated by or against the related Mortgagor under the Bankruptcy Code, as
amended from time to time (11 U.S.C.); provided that no such excess shall be
considered a Debt Service Reduction so long as (a) the Servicer 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 Servicer or the Trustee, as
applicable, in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date.
Defective Mortgage Loan: Any Mortgage Loan which is required to be cured,
repurchased or substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination Date,
the excess of (i) the then outstanding indebtedness under such Mortgage Loan
over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the 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 Servicer or
the Trustee, as applicable, in accordance with the terms of such Mortgage Loan
as in effect on the Cut-off Date.
29
Definitive Certificates: As defined in Section 6.02(c)(iii).
Delinquent: Any Mortgage Loan with respect to which the Monthly Payment due
on a Due Date is not made by the close of business on the next scheduled Due
Date for such Mortgage Loan.
Denomination: The amount, if any, specified on the face of each Certificate
(other than an Interest Only Certificate) representing the principal portion of
the Initial Class Certificate Balance or Maximum Initial Class Certificate
Balance evidenced by such Certificate. As to any Interest Only Certificate, the
amount specified on the face of each such Certificate representing the portion
of the Initial Notional Amount or Maximum Initial Notional Amount evidenced by
such Certificate.
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.
Designated Interest Amount: With respect to any Mortgage Loan (other than a
Group 7 Mortgage Loan) and any Loan Group, the product of (i) the Applicable
Percentage for such Mortgage Loan of the Stated Principal Balance of such
Mortgage Loan and (ii) the Designated Rate for such Loan Group.
Designated Interest Percentage: With respect to any Mortgage Loan (other
than a Group 7 Mortgage Loan) in a Loan Group that does not contribute to
another Loan Group, 100%. With respect to any Mortgage Loan (other than a Group
7 Mortgage Loan) in a Loan Group that contributes to two Loan Groups, the
quotient, expressed as a percentage, of (a) the Designated Interest Amount with
respect to such Mortgage Loan and such Loan Group and (b) the sum of (x) the
applicable Designated Interest Amount with respect to such Mortgage Loan and
such Loan Group and (y) the Designated Interest Amount with respect to such
Mortgage Loan and the other Loan Group to which such Mortgage Loan contributes.
Designated Rate: With respect to (i) Loan Group 1, 5.500%, (ii) Loan Group
2, 6.000%, (iii) Loan Group 3, 6.000%, (iv) Loan Group 4, 7.000%, (v) Loan Group
5, 5.250%; (vi) Loan Group 6, 6.500%.
Determination Date: As to any Distribution Date, the 16th day of the month
of the related Distribution Date or, if such 16th day is not a Business Day, the
Business Day immediately preceding such day.
30
Discount Mortgage Loan: Any of the Mortgage Loans in Loan Group 1, Loan
Group 5 and Loan Group 7 with Net Mortgage Interest Rates as of the Cut-off Date
lower than 5.5000%, 5.2500% and 6.5000%, respectively.
Distribution Date: The 25th day of each month beginning in July 2007 (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.
XXXXX: The Commission's Electronic Data Gathering and Retrieval System.
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) a trust account or accounts maintained with the trust
department of a federal or state chartered depository institution or trust
company (including the Trustee and the Servicer), acting in its fiduciary
capacity or (iii) any other account acceptable to each Rating Agency. Eligible
Accounts may bear interest and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee or the Servicer.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Restricted Certificates: Any of the Class 1-A-2, Class 1-A-R, Class
2-A-2, Class 4-A-4, Class 5-A-2, Class 6-A-2, Class 7-A-3, Class C-A-2, Class
C-A-3, Class C-A-6, Class C-A-7, Class C-A-10, Class C-A-12, Class C-A-13, Class
C-A-14, Class C-A-15, Class X-B-1, Class X-B-2, Class X-B-3, Class X-B-4, Class
X-B-5, Class X-B-6, Class 7-B-4, Class 7-B-5 or Class 7-B-6 Certificates and any
Certificate that no longer meets the applicable rating requirements of an
Underwriter's Exemption.
Escrow Account: As defined in Section 3.08(a).
Escrow Payments: The amounts constituting taxes, assessments, Primary
Mortgage Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount,
if any, by which 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 Servicer as Nonrecoverable
Advance(s) with respect to such Mortgage Loan pursuant to Section 3.11(a)(iv),
exceeds (i) the unpaid principal balance of such Liquidated Mortgage Loan as of
the Due Date in the month in which such Mortgage Loan became a Liquidated
Mortgage Loan plus (ii) accrued interest at the Mortgage Interest Rate from the
31
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.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Exchangeable Certificates: The Class 4-A-5, Class 7-A-4, Class 7-A-5, Class
C-A-10, Class C-A-11, Class C-A-12, Class C-A-13, Class C-A-14 and Class C-A-15
Certificates.
Exchangeable Certificates Grantor Trust: That portion of the Trust
exclusive of the REMICs consisting of any interests in the Exchangeable REMIC
Certificates beneficially owned in the form of the Exchangeable Certificates and
rights with respect thereto.
Exchangeable Certificates Grantor Trust Account: The sub-account of the
Certificate Account designated by the Trustee pursuant to Section 5.12.
Exchangeable Combination: Any of Exchangeable Combination 1, Exchangeable
Combination 2, Exchangeable Combination 3, Exchangeable Combination 4,
Exchangeable Combination 5, Exchangeable Combination 6, Exchangeable Combination
7, Exchangeable Combination 8 and Exchangeable Combination 9, as applicable.
Exchangeable Combination 1: The Class 7-A-4 Certificates.
Exchangeable Combination 2: The Class 7-A-5 Certificates.
Exchangeable Combination 3: The Class C-A-10 Certificates.
Exchangeable Combination 4: The Class C-A-12 Certificates.
Exchangeable Combination 5: The Class C-A-14 Certificates.
Exchangeable Combination 6: The Class C-A-15 Certificates.
Exchangeable Combination 7: The Class 4-A-5 Certificates.
Exchangeable Combination 8: The Class C-A-11 Certificates.
Exchangeable Combination 9: The Class C-A-13 Certificates.
Exchangeable REMIC Certificates: Any of the Class 2-A-2, Class 4-A-1, Class
4-A-2, Class 7-A-1, Class 7-A-2, Class 7-A-3, Class C-A-1, Class C-A-2, Class
C-A-3, Class C-A-4, Class C-A-5, Class C-A-6 and Class C-A-7 Certificates.
Exchangeable REMIC Combination: Any of the Exchangeable REMIC Combination
1, Exchangeable REMIC Combination 2, Exchangeable REMIC Combination 3,
Exchangeable REMIC Combination 4, Exchangeable REMIC Combination 5, Exchangeable
REMIC Combination 6, Exchangeable REMIC Combination 7, Exchangeable REMIC
Combination 8 and Exchangeable REMIC Combination 9.
32
Exchangeable REMIC Combination 1: The Class 7-A-1 and Class 7-A-2
Certificates.
Exchangeable REMIC Combination 2: The Class 7-A-1, Class 7-A-2 and Class
7-A-3 Certificates.
Exchangeable REMIC Combination 3: The Class C-A-3 and Class C-A-6
Certificates.
Exchangeable REMIC Combination 4: The Class C-A-3, Class C-A-6 and Class
C-A-7 Certificates.
Exchangeable REMIC Combination 5: The Class C-A-2, Class C-A-3, Class C-A-6
and Class C-A-7 Certificates.
Exchangeable REMIC Combination 6: The Class 2-A-2, Class C-A-2, Class
C-A-3, Class C-A-6 and Class C-A-7 Certificates.
Exchangeable REMIC Combination 7: The Class 4-A-1 and Class 4-A-2
Certificates.
Exchangeable REMIC Combination 8: The Class C-A-4 and Class C-A-5
Certificates. Exchangeable REMIC Combination 9: The Class 2-A-2, Class C-A-3,
Class C-A-6 and Class C-A-7 Certificates.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of some or all of the Certificates will be made pursuant
to Section 10.01.
Financial Market Service: Bloomberg LP, Intex Solutions, Inc. and any other
financial information provider designated by the Depositor by written notice to
the Trustee.
Fitch: Fitch Ratings.
Floating Rate Certificates: The Class 2-A-4, Class 3-A-2, Class 4-A-1,
Class 4-A-2, Class 4-A-3, Class 4-A-5, Class 7-A-1, Class 7-A-2 and Class C-A-8
Certificates.
Form 8-K Disclosure Information: As defined in Section 3.22(d).
Fractional Interest: As defined in Section 5.02(d).
Group 1: The Group 1 Certificates and Group 1 Components.
Group 1 Certificates: The Class 1-A-R, Class 1-A-1 and Class 1-A-2
Certificates, each of which (other than the Class 1-A-R Certificate) represents
the corresponding Upper-Tier Regular Interest for purposes of the REMIC
Provisions.
Group 1 Components: The Class 1-A-PO Component, which represents the
corresponding Upper-Tier Regular Interest for purposes of the REMIC Provisions.
33
Group 1 Discount Mortgage Loan: A Group 1 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date less than 5.500% per annum.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1 hereto.
Group 2: The Group 2 Certificates and Group 2 Components.
Group 2 Certificates: The Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class
2-A-4 Certificates, each of which represents the corresponding Upper-Tier
Regular Interest for purposes of the REMIC Provisions and with respect to the
Class 2-A-4 Certificates, the right to receive amounts from the Class 2-A-4
Reserve Fund.
Group 2 Components: The Class C-A-1-1, Class C-A-2-1, Class C-A-3-1, Class
C-A-4-1, Class C-A-5-1, Class C-A-6-1, Class C-A-7-1, Class C-A-8-1, Class
C-A-9-1 and Class C-A-9-2 Components, each of which represents the corresponding
Upper Tier Regular Interest for purposes of the REMIC provisions.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2 hereto.
Group 2 Priority Amount: For any Distribution Date, the lesser of (i) the
aggregate Component Balance of the Class C-A-1-1 and Class C-A-2-1 Components
for such Distribution Date and (ii) the product for such Distribution Date of
(a) the Shift Percentage, (b) the Group 2 Priority Percentage and (c) the Non-PO
Principal Amount for Loan Group 2.
Group 2 Priority Percentage: For any Distribution Date, (i) the aggregate
Component Balance of the Class C-A-1-1 and Class C-A-2-1 Components for such
Distribution Date divided by (ii) the Pool Balance (Non-PO Portion) for Loan
Group 2.
Group 3: The Group 3 Certificates and Group 3 Components.
Group 3 Certificates: The Class 3-A-1 and Class 3-A-2 Certificates, each of
which represents the corresponding Upper-Tier Regular Interest for purposes of
the REMIC Provisions and with respect to the Class 3-A-2 Certificates, the right
to receive amounts from the Class 3-A-2 Reserve Fund.
Group 3 Components: The Class C-A-1-2, Class C-A-2-2, Class C-A-3-2, Class
C-A-4-2, Class C-A-5-2, Class C-A-6-2, Class C-A-7-2, Class C-A-8-2 and Class
C-A-9-3 Components, each of which represents the corresponding Upper Tier
Regular Interest for purposes of the REMIC provisions.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3 hereto.
Group 3 Priority Amount: For any Distribution Date, the lesser of (i) the
aggregate Component Balance of the Class C-A-1-2 and Class C-A-2-2 Components
for such Distribution Date and (ii) the product for such Distribution Date of
(a) the Shift Percentage, (b) the Group 3 Priority Percentage and (c) the Non-PO
Principal Amount for Loan Group 3.
34
Group 3 Priority Percentage: For any Distribution Date, (i) the aggregate
Component Balance of the Class C-A-1-2 and Class C-A-2-2 Components for such
Distribution Date divided by (ii) the Pool Balance (Non-PO Portion) for Loan
Group 3.
Group 4: The Group 4 Certificates.
Group 4 Certificates: The Class 4-A-1, Class 4-A-2, Class 4-A-3, Class
4-A-4 and Class 4-A-5 Certificates, each of which (other than the Exchangeable
Certificates) represents the corresponding Upper-Tier Regular Interest for
purposes of the REMIC Provisions.
Group 4 Components: The Class 1-A-IO Component, which represents the
corresponding Upper-Tier Regular Interest for purposes of the REMIC Provisions.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4 hereto.
Group 5: The Group 5 Certificates.
Group 5 Certificates: The Class 5-A-1 and Class 5-A-2 Certificates, each of
which represents the corresponding Upper-Tier Regular Interest for purposes of
the REMIC Provisions.
Group 5 Components: The Class 5-A-PO Component, which represents the
corresponding Upper-Tier Regular Interest for purposes of the REMIC Provisions.
Group 5 Discount Mortgage Loan: A Group 5 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date less than 5.250% per annum.
Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5 hereto.
Group 6: The Group 6 Certificates.
Group 6 Certificates: The Class 6 A-1 and Class 6-A-2 Certificates, each of
which represents the corresponding Upper-Tier Regular Interest for purposes of
the REMIC Provisions.
Group 6 Components: The Class 6-A-IO Component, which represents the
corresponding Upper-Tier Regular Interest for purposes of the REMIC Provisions.
Group 6 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-6 hereto.
Group 7: The Group 7 Certificates.
Group 7 Certificates: The Class 7-A-1, Class 7-A-2, Class 7-A-3, Class
7-A-4 and Class 7-A-5 Certificates, each of which (other than the Exchangeable
Certificates) represents the corresponding Upper-Tier Regular Interest for
purposes of the REMIC Provisions.
Group 7 Components: The Class 7-A-IO and Class 7-A-PO Components, each of
which represents the corresponding Upper-Tier Regular Interest for purposes of
the REMIC Provisions.
Group 7 Discount Mortgage Loan: A Group 7 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date less than 6.500% per annum.
35
Group 7 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-7 hereto.
Group Subordinate Amount: With respect to any Distribution Date and any
Loan Group, the excess of the Pool Principal Balance (Non-PO Portion) for such
Loan Group over the sum of the aggregate Class Certificate Balance of the Senior
Non-PO Certificates and Component Balances of the Non-PO Components of the
Related Group immediately prior to such date.
Groups: Each of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6
and Group 7.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person means such a
Person who (i) is in fact independent of the Depositor, the Trustee, the
Servicer and the Custodian, (ii) does not have any direct financial interest or
any material indirect financial interest in the Depositor, the Trustee, the
Servicer or the Custodian or in an affiliate of any of them, and (iii) is not
connected with the Depositor, the Trustee, the Servicer or the Custodian as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions. When used with respect to any accountants, a
Person who is "independent" within the meaning of Rule 2-01(B) of the
Commission's Regulation S-X.
Initial Class Certificate Balance: As to each Class of Certificates (other
than the Component Certificates, Exchangeable REMIC Certificates, Exchangeable
Certificates and Interest Only Certificates), the Class Certificate Balance set
forth in the Preliminary Statement. The Interest Only Certificates have no
Initial Class Certificate Balance. As to each Class of Component Certificates
(other than the Component Certificates that are Interest Only Certificates), the
sum of the Initial Component Balances of their Components.
Initial Component Balance: As to each Non-PO Component (other than the
Class C-A-8-1 and Class C-A-8-2 Components), the Component Balance set forth in
the Preliminary Statement. The Interest Only Components have no Initial
Component Balance.
Initial Component Notional Amount: As to each IO Component, the Class
C-A-8-1 Component and Class C-A-8-2 Component, the Component Notional Amount set
forth in the Preliminary Statement.
Initial Notional Amount: As to each Class of Interest Only Certificates
(other than the Class A-IO Certificates), the Notional Amount set forth in the
Preliminary Statement. As to the Class A-IO Certificates, the sum of the Initial
Component Notional Amounts of the Class 4-A-IO, Class 6-A-IO and Class 7-A-IO
Components. As to the Class C-A-8 Certificates, the sum of the Initial Component
Notional Amounts of the Class C-A-8-1 and Class C-A-8-2 Components.
Insurance Policy: With respect to any Mortgage Loan included in the Trust
Estate, any Primary Mortgage Insurance Policy or any other insurance policy
(including any policy covering any Mortgage Loan or Mortgaged Property,
including without limitation, any hazard insurance policy required pursuant to
Section 3.12, any title insurance policy described in Section 2.01 and any
Federal Housing Administration insurance policies and Department of Veterans
36
Affairs insurance policies), including all riders and endorsements thereto in
effect, including any replacement policy or policies for any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance
Policy, in each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class of
interest-bearing Certificates (other than the Component Certificates and the
Class 2-A-4, Class 3-A-2, Class 4-A-1, Class 4-A-2, Class 4-A-3 and Class 4-A-5
Certificates) and each interest-bearing Component (other than the Class C-A-8-1
and Class C-A-8-2 Components), the period from and including the first day of
the calendar month preceding the calendar month of such Distribution Date to but
not including the first day of the calendar month of such Distribution Date. As
to any Distribution Date and the Class 2-A-4, Class 3-A-2, Class 4-A-1, Class
4-A-2, Class 4-A-3 and Class 4-A-5 Certificates and the Class C-A-8-1 and Class
C-A-8-2 Components, the period from and including the Distribution Date in the
prior month (or in the case of the initial Distribution Date, from and including
June 25, 2007) and ending on the day prior to the current Distribution Date.
Interest Distribution Amount: For any Distribution Date and each Class of
interest-bearing Certificates (other than the Component Certificates), the sum
of (i) Accrued Certificate Interest, subject to reduction pursuant to Section
5.02(c) and (ii) any Class Unpaid Interest Shortfall for such Class. For any
Distribution Date and the Component Certificates, the sum of the Component
Interest Distribution Amounts for the related Components.
Interest Only Certificates: The Class 4-A-2, Class 4-A-3, Class A-IO and
Class C-A-8 Certificates.
Interest Only Components: The Class 4-A-IO, Class 6-A-IO, Class 7-A-IO,
Class C-A-8-1 and Class C-A-8-2 Components.
Interest Rate: As set forth in the Preliminary Statement.
Interest Rate Cap Agreement: Interest Rate Cap Agreement 1 or Interest Rate
Cap Agreement 2, as the case may be.
Interest Rate Cap Agreement 1: The Class 2-A-4 Interest Rate Cap Agreement.
Interest Rate Cap Agreement 2: The Class 3-A-2 Interest Rate Cap Agreement.
LIBOR Business Day: Any day on which banks in London, England and New York
City are open and conducting transactions in foreign currency and exchange.
37
LIBOR Determination Date: With respect to each class of Floating Rate
Certificates and each Distribution Date beginning with the second Distribution
Date, the second LIBOR Business Day prior to the immediately preceding
Distribution Date.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
related Prepayment Period and as to which the Servicer has certified 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.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4,
Loan Group 5, Loan Group 6 or Loan Group 7.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan Group 5: The Group 5 Mortgage Loans.
Loan Group 6: The Group 6 Mortgage Loans.
Loan Group 7: The Group 7 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the outstanding principal balance of the related Mortgage Loan at origination
and the denominator of which is the Appraised Value of the related Mortgaged
Property.
Losses: As defined in Section 5.11.
Lower-Tier Certificate Sub-Account: The sub-account of the Certificate
Account designated by the Trustee pursuant to Section 3.09(f).
Lower-Tier Distribution Amount: As defined in Section 5.02(a) hereof.
Lower-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Mortgage Loans, such amounts as shall be deemed held in the
Lower-Tier Certificate Sub-Account, the insurance policies, if any, relating to
38
a Mortgage Loan and property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure.
Maximum Initial Class Certificate Balance: As to each Class of Exchangeable
REMIC Certificates or Exchangeable Certificates (other than the Class 4-A-2
Certificates), the Class Certificate Balance set forth in the Preliminary
Statement. The Class 4-A-2 Certificates are Interest Only Certificates and have
no Maximum Initial Class Certificate Balance.
Maximum Initial Notional Amount: As to the Class 4-A-2 Certificates, the
Notional Amount set forth in the Preliminary Statement.
MERS: As defined in Section 2.01(b)(iii).
Middle-Tier Certificate Sub-Account: The sub-account of the Certificate
Account designated by the Trustee pursuant to Section 3.09(f).
Middle-Tier Distribution Amount: As defined in Section 5.02(a) hereof.
Middle-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Uncertificated Lower-Tier Regular Interests and such
amounts as shall be deemed held in the Middle-Tier Certificate Sub-Account.
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 affect the amount of the monthly
payment due on such Mortgage Loan.
Monthly Statement: As defined in Section 5.05(b).
Moody's: Xxxxx'x Investors Service, Inc. or any successor thereto.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on a Mortgaged Property securing a Mortgage Note or creating a first lien
on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate of
interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the provisions of the related Mortgage Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated June 29, 2007, between BANA, as seller, and the Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Servicer to reflect the addition of Substitute Mortgage Loans and
the deletion of Defective Mortgage Loans pursuant to the provisions of this
39
Agreement) transferred to the Trustee as part of the Trust Estate and from time
to time subject to this Agreement, attached hereto as Exhibit X-0, Xxxxxxx X-0,
Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-7 setting forth
the following information with respect to each Mortgage Loan: (i) the Mortgage
Loan identifying number; (ii) a code indicating whether the Mortgaged Property
is owner-occupied; (iii) the property type for each Mortgaged Property; (iv) the
original months to maturity or the remaining months to maturity from the Cut-off
Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage Interest
Rate; (vii) the date on which the first Monthly Payment was due on the Mortgage
Loan, and, if such date is not the Due Date currently in effect, such Due Date;
(viii) the stated maturity date; (ix) the amount of the Monthly Payment as of
the Cut-off Date; (x) the paid-through date; (xi) the original principal amount
of the Mortgage Loan; (xii) the principal balance of the Mortgage Loan as of the
close of business on the Cut-off Date, after application of payments of
principal due on or before the Cut-off Date, whether or not collected, and after
deduction of any payments collected of scheduled principal due after the Cut-off
Date; (xiii) a code indicating the purpose of the Mortgage Loan; (xiv) a code
indicating the documentation style; (xv) the Appraised Value; (xvi) the closing
date of the Mortgage Loan; (xvii) the Servicing Fee Rate; and (xviii) the
Applicable Percentage, if applicable. With respect to the Mortgage Loans in the
aggregate, the Mortgage Loan Schedule shall set forth the following information,
as of the Cut-off Date: (i) the number of Mortgage Loans; (ii) the current
aggregate outstanding principal balance of the Mortgage Loans; (iii) the
weighted average Mortgage Interest Rate of the Mortgage Loans; and (iv) the
weighted average months to maturity of the Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held as a part of the
Trust Estate (including any Substitute Mortgage Loans and REO Property), the
Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage Loan, which
may include Cooperative Stock or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution Date,
such Mortgage Loan's Mortgage Interest Rate thereon on the first day of the
calendar month preceding the month of such Distribution Date reduced by the
applicable Servicing Fee Rate for such Mortgage Loan.
Net WAC: As to any Loan Group and any Distribution Date, the weighted
average of the Net Mortgage Interest Rates of the Mortgage Loans in such Loan
Group (based on Stated Principal Balances of the Mortgage Loans in such Loan
Group on the Due Date in the month preceding the month of such Distribution
Date).
40
NMWHFIT: shall mean a "Non-Mortgage Widely Held Fixed Investment Trust" as
that term is defined in Treasury Regulations ss. 1.671-5(b)(12) or successor
provisions.
Non-PO Percentage: As to any Group 1 Discount Mortgage Loan, Group 5
Discount Mortgage Loan or Group 7 Discount Mortgage Loan, a fraction (expressed
as a percentage), the numerator of which is the Net Mortgage Interest Rate as of
the Cut-off Date of such Mortgage Loan and the denominator of which is 5.500%,
5.2500% and 6.500% respectively. As to any Mortgage Loan that is not a Discount
Mortgage Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date and any Loan Group
(other than Loan Group 7), the sum of (i) the sum of the applicable Non-PO
Percentage of (a) the Applicable Percentage of the principal portion of each
Monthly Payment due on each Mortgage Loan contributing to, or in, such Loan
Group on the related Due Date (net of unreimbursed Advances and other amounts as
to which the Servicer is entitled to be reimbursed), (b) the Applicable
Percentage of the Stated Principal Balance, as of the date of repurchase, of (i)
each Mortgage Loan contributing to, or in, such Loan Group repurchased by the
Sponsor pursuant to the Mortgage Loan Purchase Agreement as of such Distribution
Date, (ii) each Mortgage Loan contributing to, or in, such Loan Group
repurchased by the Depositor pursuant to Section 2.04, and (iii) each Mortgage
Loan contributing to, or in, such Loan Group purchased by the Servicer pursuant
to Section 10.01, (c) the Applicable Percentage of any Substitution Adjustment
Amount (net of unreimbursed Advances and other amounts as to which the Servicer
is entitled to be reimbursed pursuant to the terms of this Agreement) in
connection with a Defective Mortgage Loan contributing to, or in, such Loan
Group received during the related Prepayment Period, (d) the Applicable
Percentages of any Liquidation Proceeds other than amounts to which the Servicer
is entitled to be reimbursed pursuant to the terms of this Agreement allocable
to recoveries of principal of Mortgage Loans contributing to, or in, such Loan
Group that are not yet Liquidated Mortgage Loans received by the Servicer during
the related Prepayment Period, (e) with respect to each Mortgage Loan
contributing to, or in, such Loan Group that became a Liquidated Mortgage Loan
during the related Prepayment Period, the Applicable Percentage of the amount of
Liquidation Proceeds (excluding Excess Proceeds) allocable to principal received
by the Servicer with respect to such Mortgage Loan during such period and (f)
the Applicable Percentages of all Principal Prepayments on the Mortgage Loans
contributing to, or in, such Loan Group received by the Servicer during the
related Prepayment Period; and (ii) any Non-PO Recovery with respect to such
Loan Group for such Distribution Date.
As to any Distribution Date and Loan Group 7, the sum of (i) the sum of the
applicable Non-PO Percentage of (a) the principal portion of each Monthly
Payment due on each Mortgage Loan in such Loan Group on the related Due Date
(net of unreimbursed Advances and other amounts as to which the Servicer is
entitled to be reimbursed pursuant to the terms of this Agreement), (b) the
Stated Principal Balance, as of the date of repurchase, of (i) each Mortgage
Loan in such Loan Group repurchased by the Sponsor pursuant to the Mortgage Loan
Purchase Agreement as of such Distribution Date, (ii) each Mortgage Loan in such
Loan Group repurchased by the Depositor pursuant to Section 2.04, and (iii) each
Mortgage Loan in such Loan Group purchased by the Servicer pursuant to Section
10.01, (c) any Substitution Adjustment Amount (net of unreimbursed Advances and
other amounts as to which the Servicer is entitled to be reimbursed pursuant to
the terms of this Agreement) in connection with a Defective Mortgage Loan in
such Loan Group received during the related Prepayment Period, (d) any
Liquidation Proceeds other than amounts to which the Servicer is entitled to be
reimbursed pursuant to the terms of this Agreement allocable to recoveries of
41
principal of Mortgage Loans in such Loan Group that are not yet Liquidated
Mortgage Loans received by the Servicer during the related Prepayment Period,
(e) with respect to each Mortgage Loan in such Loan Group that became a
Liquidated Mortgage Loan during the related Prepayment Period, the amount of
Liquidation Proceeds (excluding Excess Proceeds) allocable to principal received
by the Servicer with respect to such Mortgage Loan during such period and (f)
all Principal Prepayments on the Mortgage Loans in such Loan Group received by
the Servicer during the related Prepayment Period; and (ii) any Non-PO Recovery
with respect to such Loan Group for such Distribution Date.
Non-PO Recovery: As to any Distribution Date and any Loan Group, the amount
of all Recoveries with respect to such Loan Group during the related Prepayment
Period less the PO Recovery with respect to such Loan Group for such
Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date and (i) the
Crossed Loan Groups, the amount, if any, by which the aggregate of Prepayment
Interest Shortfalls for the Crossed Loan Group Mortgage Loans exceeds
Compensating Interest for the Crossed Loan Group Mortgage Loans for such
Distribution Date and (ii) Loan Group 7, the amount, if any, by which the
aggregate of Prepayment Interest Shortfalls for the Group 7 Mortgage Loans
exceeds Compensating Interest for the Group 7 Mortgage Loans 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 Servicer will not or, in
the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or other
recoveries in respect of the related Mortgage Loan.
Notional Amount: With respect to the Class 4-A-2 Certificates and any date
of determination, the Class 4-A-2 Notional Amount. With respect to the Class
4-A-3 Certificates and any date of determination, the Class 4-A-3 Notional
Amount. With respect to the Class 4-A-IO Component, the Class 4-A-IO Interest,
the Class MRI-4-IO Interest and the Class 4-LIO Interest and any date of
determination, the Class 4-A-IO Notional Amount. With respect to the Class
6-A-IO Component, the Class 6-A-IO Interest, the Class MRI-6-IO Interest and the
Class 6-LIO Interest and any date of determination, the Class 6-A-IO Notional
Amount. With respect to the Class 7-A-IO Component, the Class 7-A-IO Interest,
the Class MRI-7-IO Interest and the Class 7-LIO Interest and any date of
determination, the Class 7-A-IO Notional Amount. With respect to the Class A-IO
Certificates and any date of determination, the Class A-IO Notional Amount. With
respect to the Class C-A-8 Certificates and any date of determination, the Class
C-A-8 Notional Amount. With respect to the Class C-A-8-1 Component and any date
of determination, the Class C-A-8-1 Notional Amount. With respect to the Class
C-A-8-2 Component and any date of determination, the Class C-A-8-2 Notional
Amount.
NYCEMA: A New York Consolidation, Extension and Modification Agreement.
42
OCC: The Office of the Comptroller of Currency.
Offered Certificates: The Senior Certificates, Class X-B-1, Class X-B-2,
Class X-B-3, Class 7-B-1, Class 7-B-2 and Class 7-B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the Board,
Vice Chairman of the Board, President or a Vice President and by the Treasurer,
the Secretary or one of the Assistant Treasurers or Assistant Secretaries, or
any other duly authorized officer of the Depositor or the Servicer, as the case
may be, and delivered to the Trustee, as required in this Agreement.
One-Month LIBOR: As to any Distribution Date, the arithmetic mean of London
Interbank offered rate quotations for one-month U.S. Dollar deposits, as
determined by the Trustee in accordance with Section 5.10.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee,
who may be counsel for the Depositor or the Servicer, except that any opinion of
counsel relating to the qualification of any REMIC created hereunder as a REMIC
or compliance with the REMIC Provisions must be an opinion of Independent
counsel.
Original Fractional Interest: With respect to each of the following Classes
of Subordinated Certificates, the corresponding percentage described below, as
of the Closing Date:
Class X-B-1 4.25%
Class X-B-2 2.85%
Class X-B-3 1.80%
Class X-B-4 1.10%
Class X-B-5 0.50%
Class X-B-6 N/A
Class 7-B-1 5.58%
Class 7-B-2 3.85%
Class 7-B-3 2.74%
Class 7-B-4 1.57%
Class 7-B-5 0.66%
Class 7-B-6 N/A
Original Subordinate Principal Balance: With respect to the Class X-B
Certificates, $36,854,297, and with respect to the Class 7-B Certificates,
$7,461,184.
OTS: The Office of Thrift Supervision.
Outstanding Certificate: Any Outstanding Exchangeable Certificate or
Outstanding Exchangeable REMIC Certificate.
Outstanding Exchangeable Certificate: Any Exchangeable Certificate issued
hereunder on the Closing Date; provided, however, that upon the exchange of any
Exchangeable Certificate pursuant to Section 6.06 hereof, the Exchangeable
43
Certificate so exchanged shall be deemed no longer to be an Outstanding
Exchangeable Certificate, and each Exchangeable REMIC Certificate issued in
exchange therefor shall be deemed to be an Outstanding Exchangeable REMIC
Certificate.
Outstanding Exchangeable REMIC Certificate: Any Exchangeable REMIC
Certificate issued hereunder on the Closing Date; provided, however, that upon
the exchange of any Exchangeable REMIC Certificate pursuant to Section 6.06
hereof, the Exchangeable REMIC Certificate so exchanged shall be deemed no
longer to be an Outstanding Exchangeable REMIC Certificate, and each
Exchangeable Certificate issued in exchange therefor shall be deemed to be an
Outstanding Exchangeable Certificate.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which was
not the subject of a Principal Prepayment in Full prior to such Due Date, which
did not become a Liquidated Mortgage Loan prior to such Due Date and which was
not purchased from the Trust prior to such Due Date pursuant to Sections 2.02 or
2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to each Distribution Date and any Class of
interest-bearing Certificates (other than the Component Certificates) and the
interest bearing Components, the per annum rate set forth or described in the
Preliminary Statement. With respect to each Distribution Date and the
Uncertificated Lower-Tier Regular Interests, the Uncertificated Lower-Tier REMIC
Pass-Through Rate. With respect to each Distribution Date and the Uncertificated
Middle-Tier Regular Interests, the Uncertificated Middle-Tier REMIC Pass-Through
Rate.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate (other than an Exchangeable
REMIC Certificate or Exchangeable Certificate), the percentage obtained by
dividing the Denomination of such Certificate by the Initial Class Certificate
Balance or Initial Notional Amount, as applicable, of the Class of which such
Certificate is a part. As to any Exchangeable REMIC Certificate or Exchangeable
Certificate and as of any date of determination, the percentage obtained by
dividing the Denomination of such Certificate by the Aggregate Denomination on
such date of the Class of which such Certificate is a part.
Periodic Advance: The payment required to be made by the Servicer with
respect to any Distribution Date pursuant to Section 3.19, 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
the 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 the Servicer has determined would
constitute a Nonrecoverable Advance if advanced.
Permitted Investments: One or more of the following:
44
(i) obligations of or guaranteed as to principal and interest by the
United States, Xxxxxxx Mac, Xxxxxx Xxx 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 Xxxxxxx Mac
or Xxxxxx Xxx 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 "Aaa" by Moody's and "AAAm G" by S&P or
otherwise approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Servicer or Trustee, as the case may be, will not affect the qualification
of any REMIC created under this Agreement as a REMIC;
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
45
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 Depositor 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 X-B-4, Class X-B-5, Class
X-B-6, Class 7-B-4, Class 7-B-5 and Class 7-B-6 Certificates.
Plan: As defined in Section 6.02(e).
PO Components: The Class 1-A-PO, Class 5-A-PO and Class 7-A-PO Components.
PO Deferred Amount: As to any Distribution Date and each PO Component, the
sum of the amounts by which the Component Balance of such PO Component will be
reduced on such Distribution Date or has been reduced on prior Distribution
Dates as a result of Section 5.04(b) less the sum of (a) the PO Recoveries with
respect to Loan Group 1 (in the case of the Class 1-A-PO Component), Loan Group
5 (in the case of the Class 5-A-PO Component) or Loan Group 7 (in the case of
the Class 7-A-PO Component) for prior Distribution Dates and (b) the amounts
distributed to such PO Component pursuant to Section 5.02(a)(iii) on prior
Distribution Dates.
PO Percentage: As to any Discount Mortgage Loan, 100% minus the Non-PO
Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date and any Loan Group, the
sum of (i) the applicable PO Percentage of (a) the principal portion of each
Monthly Payment (net of unreimbursed Advances and other amounts as to which the
Servicer is entitled to be reimbursed pursuant to this Agreement) due on each
Discount Mortgage Loan in such Loan Group on the related Due Date; (b) the
Stated Principal Balance, as of the date of repurchase, of (i) each Discount
Mortgage Loan in such Loan Group repurchased by the Sponsor pursuant to the
Mortgage Loan Purchase Agreement as of such Distribution Date, (ii) each
Discount Mortgage Loan in such Loan Group repurchased by the Depositor pursuant
to Section 2.04, and (iii) each Discount Mortgage Loan in such Loan Group
purchased by the Servicer pursuant to Section 10.01, (c) any Substitution
Adjustment Amount (net of unreimbursed Advances and other amounts as to which
46
the Servicer is entitled to be reimbursed pursuant to this Agreement) in
connection with any Discount Mortgage Loan that is 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 Discount Mortgage
Loans in such Loan Group that are not yet Liquidated Mortgage Loans received by
the Servicer during the related Prepayment Period; (e) with respect to each
Discount Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan
during the related Prepayment Period, the amount of Liquidation Proceeds
(excluding Excess Proceeds) allocable to principal received by the Servicer with
respect to such Discount Mortgage Loan during such period; and (f) all Principal
Prepayments on the Discount Mortgage Loans in such Loan Group received by the
Servicer during the related Prepayment Period; and (ii) the PO Recovery with
respect to such Loan Group for such Distribution Date.
PO Recovery: As to any Distribution Date and any Loan Group, the lesser of
(a) the PO Deferred Amount for the PO Component of the Related Group, if any,
for such Distribution Date and (b) an amount equal to the sum, as to each
Discount Mortgage Loan in such Loan Group as to which there has been a Recovery
received during the calendar month preceding the month of such Distribution
Date, of the product of (x) the PO Percentage with respect to such Mortgage Loan
and (y) the amount of the Recovery with respect to such Mortgage Loan received
during the related Prepayment Period.
Pool Distribution Amount: As to any Distribution Date and each Loan Group
(other than Loan Group 7), an amount equal to the sum of, with respect to each
Mortgage Loan contributing to, or in, such Loan Group, (I) the Applicable
Percentage for such Mortgage Loan of the following amounts relating to principal
on such Mortgage Loan and (II) the Designated Interest Percentage for such
Mortgage Loan of the following amounts relating to interest on such Mortgage
Loan of the excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any Monthly Payment on a Mortgage Loan contributing to, or in, such
Loan Group (net of the related Servicing Fees) and the principal portion of any
Monthly Payment on a Mortgage Loan contributing to, or in, such Loan Group due
on the Due Date in the month in which such Distribution Date occurs and which is
received prior to the related Determination Date and (B) all Periodic Advances
made by the Servicer (or the Trustee in its capacity as successor Servicer) in
respect of such Loan Group and payments of Compensating Interest allocable to
such Loan Group made by the Servicer in respect of such Loan Group and such
Distribution Date deposited to the Servicer Custodial Account pursuant to
Section 3.09(d)(vi); (ii) all Liquidation Proceeds (other than Excess Proceeds)
received on the Mortgage Loans contributing to, or in, such Loan Group during
the related Prepayment Period and deposited to the Servicer Custodial Account
pursuant to Section 3.09(d)(iii); (iii) all Principal Prepayments received on
the Mortgage Loans contributing to, or in, such Loan Group during the related
Prepayment Period and deposited to the Servicer Custodial Account pursuant to
Section 3.09(d)(i) during such period; (iv) in connection with any Mortgage
Loans contributing to, or in, such Loan Group that are Defective Mortgage Loans,
the aggregate of the Purchase Prices and Substitution Adjustment Amounts
remitted on the related Remittance Date pursuant to Section 3.09(d)(vii); (v)
any other amounts in the Servicer Custodial Account deposited therein pursuant
to Section 3.09(d)(iv), (v), (viii), (x), and (xi) in respect of such
Distribution Date and such Loan Group; (vi) any Reimbursement Amount required to
be included pursuant to Section 5.02; and (vii) any Non-PO Recovery with respect
to such Distribution Date and Loan Group over (b) any amounts permitted to be
withdrawn from the Servicer Custodial Account pursuant to clauses (i) through
(viii), inclusive, of Section 3.11 in respect of such Loan Group.
47
As to any Distribution Date and Loan Group 7, an amount equal to 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 related Servicing
Fees) and the principal portion of any Monthly Payment on a Mortgage Loan in
such Loan Group due on the Due Date in the month in which such Distribution Date
occurs and which is received prior to the related Determination Date and (B) all
Periodic Advances made by the Servicer (or the Trustee in its capacity as
successor Servicer) in respect of such Loan Group and payments of Compensating
Interest allocable to such Loan Group made by the Servicer in respect of such
Loan Group and such Distribution Date deposited to the Servicer Custodial
Account pursuant to Section 3.09(d)(vi); (ii) all Liquidation Proceeds (other
than Excess Proceeds) received on the Mortgage Loans in such Loan Group during
the related Prepayment Period and deposited to the Servicer Custodial Account
pursuant to Section 3.09(d)(iii); (iii) all Principal Prepayments received on
the Mortgage Loans in such Loan Group during the related Prepayment Period and
deposited to the Servicer Custodial Account pursuant to Section 3.09(d)(i)
during such period; (iv) in connection with any Mortgage Loans in such Loan
Group that are Defective Mortgage Loans, the aggregate of the Purchase Prices
and Substitution Adjustment Amounts remitted on the related Remittance Date
pursuant to Section 3.09(d)(vii); (v) any other amounts in the Servicer
Custodial Account deposited therein pursuant to Section 3.09(d)(iv), (v),
(viii), (x), and (xi) in respect of such Distribution Date and such Loan Group;
(vi) any Reimbursement Amount required to be included pursuant to Section 5.02;
and (vii) any Non-PO Recovery with respect to such Distribution Date and Loan
Group over (b) any amounts permitted to be withdrawn from the Servicer Custodial
Account pursuant to clauses (i) through (viii), inclusive, of Section 3.11 in
respect of such Loan Group.
Pool Principal Balance: As to any Distribution Date and any Loan Group
(other than Loan Group 7), the sum of the Applicable Percentages of the Stated
Principal Balances of all Mortgage Loans contributing to, or in, such Loan Group
that were Outstanding Mortgage Loans immediately following the Due Date in the
month preceding the month in which such Distribution Date occurs. As to any
Distribution Date and Loan Group 7, the aggregate Stated Principal Balance of
all Mortgage Loans in such Loan Group that were Outstanding Mortgage Loans
immediately following the Due Date in the month preceding the month in which
such Distribution Date occurs.
Pool Principal Balance (Non-PO Portion): As to any Distribution Date and
each Loan Group (other than Loan Group 7), the sum of the product, for each
Mortgage Loan contributing to, or in, such Loan Group, of (a) the Non-PO
Percentage of such Mortgage Loan and (b) the Applicable Percentage of the Stated
Principal Balance of such Mortgage Loan that was an Outstanding Mortgage Loan
immediately following the Due Date in the month preceding the month in which
such Distribution Date occurs. As to any Distribution Date and Loan Group 7, the
sum of the product, for each Mortgage Loan in such Loan Group, of (a) the Non-PO
Percentage of such Mortgage Loan and (b) the Stated Principal Balance of such
Mortgage Loan that was an Outstanding Mortgage Loan immediately following the
Due Date in the month preceding the month in which such Distribution Date
occurs.
Premium Mortgage Loan: Any Group 4 Premium Mortgage Loan, Group 6 Premium
Mortgage Loan or Group 7 Premium Mortgage Loan.
48
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the related
Prepayment Period, the amount, if any, by which one month's interest at the
related Net Mortgage Interest Rate on such Principal Prepayment exceeds the
amount of interest paid in connection with such Principal Prepayment.
Prepayment Period: With respect to any Distribution Date, the calendar
month preceding the calendar month in which such Distribution Date occurs.
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 Xxxxxx Xxx or Xxxxxxx Mac.
Principal Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class A-PO
Certificates are the only Class of Principal Only Certificates.
Principal Prepayment: With respect to each Mortgage Loan, any payment or
other recovery of principal on such Mortgage Loan (other than Liquidation
Proceeds) which is received in advance of its scheduled Due Date and is not
accompanied by an amount of interest representing scheduled interest due on any
date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Private Certificates: The Class X-B-4, Class X-B-5, Class X-B-6, Class
7-B-4, Class 7-B-5 and Class 7-B-6 Certificates.
Pro Rata Share: As to any Distribution Date and (i) any Class of Class X-B
Certificates that is not a Restricted Class, the portion of the Subordinate
Principal Distribution Amounts for the Crossed Loan Groups allocable to such
Class, equal to the product of the Subordinate Principal Distribution Amounts
for the Crossed Loan Groups 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 X-B
Certificates that are not Restricted Classes and (ii) any Class of Class 7-B
Certificates that is not a Restricted Class, the portion of the Subordinate
Principal Distribution Amount for Loan Group 7 allocable to such Class, equal to
the product of the Subordinate Principal Distribution Amount for Loan Group 7
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 7-B Certificates that are not Restricted
Classes. The Pro Rata Share of a Restricted Class shall be 0%.
Purchase Price: With respect to each Mortgage Loan that was a Defective
Mortgage Loan repurchased on any date pursuant to Sections 2.02 or 2.04, an
amount equal to the sum of (i) the Stated Principal Balance of the Mortgage
Loan, (ii) interest on such Stated Principal Balance at the Mortgage Interest
Rate from the date on which interest has last been paid and distributed through
the last day of the month in which such repurchase takes place and (iii) any
49
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 Servicer Custodial Account for distribution in the month
of repurchase and (y) if the Person repurchasing such Mortgage Loan is servicing
such Mortgage Loan under this Agreement, the Servicing Fee for such Mortgage
Loan.
Rating Agency: Each of S&P, Fitch and Xxxxx'x. If any 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 and the Servicer. References herein to a given rating or rating category
of a Rating Agency shall mean such rating category without giving effect to any
modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an amount as
of the date of such liquidation, equal to (i) the unpaid principal balance of
the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii)
interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Recognition Agreement: With respect to a Cooperative Loan, the recognition
agreement between the Cooperative and the originator of such Cooperative Loan.
Record Date: With respect to the Certificates (other than the Class 2-A-4,
Class 3-A-2, Class 4-A-1, Class 4-A-2, Class 4-A-3, Class 4-A-5 and Class C-A-8
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 2-A-4, Class 3-A-2, Class 4-A-1, Class 4-A-2, Class 4-A-3, Class 4-A-5 and
Class C-A-8 Certificates, the Business Day immediately preceding each
Distribution Date; provided, however, if any Definitive Certificates are issued,
the Record Date for such Certificates 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 (other than Loan Group
7), the sum, with respect to each Mortgage Loan contributing to, or in, such
Loan Group, of the product of (a) the Applicable Percentage for such Mortgage
Loan and (b) amounts received during the calendar month preceding the month of
such Distribution Date on such Mortgage Loan subsequent to such Mortgage Loan
being determined to be a Liquidated Mortgage Loan. As to any Distribution Date
50
and Loan Group 7, the sum, with respect to each Mortgage Loan in such Loan
Group, of amounts received during the calendar month preceding the month of such
Distribution Date on such Mortgage Loan subsequent to such Mortgage Loan being
determined to be a Liquidated Mortgage Loan.
Regular Interest: Any of the Uncertificated Lower-Tier Regular Interests,
the Uncertificated Middle-Tier Regular Interests, and the Upper-Tier Regular
Interests.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. ss.ss.229.1100 - 229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided by
the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.
Reimbursement Amount: As defined in Section 2.02.
Related: As to any Class of Exchangeable REMIC Certificates, the Class of
Exchangeable Certificates in its Combination. As to any Class of Exchangeable
Certificates, each Class of Exchangeable REMIC Certificates in its Combination.
Related Group: For Loan Group 1, Group 1; for Loan Group 2, Group 2; for
Loan Group 3, Group 3, for Loan Group 4, Group 4; for Loan Group 5, Group 5; for
Loan Group 6, Group 6; and for Loan Group 7, Group 7.
Related Loan Group: For Group 1, Loan Group 1; for Group 2, Loan Group 2;
for Group 3, Loan Group 3, for Group 4, Loan Group 4; for Group 5, Loan Group 5;
for Group 6, Loan Group 6; and for Group 7, Loan Group 7.
Relevant Servicing Criteria: The Servicing Criteria applicable to the
various parties, as set forth on Exhibit P attached hereto. For clarification
purposes, multiple parties can have responsibility for the same Relevant
Servicing Criteria. With respect to a Servicing Function Participant engaged by
the Servicer, the Trustee or the Custodian, the term "Relevant Servicing
Criteria" may refer to a portion of the Relevant Servicing Criteria applicable
to such parties.
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 related Collection Period 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 such Collection
Period 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 related Collection Period.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
51
REMIC Certificate Maturity Date: As set forth in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Section 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations promulgated thereunder, as the foregoing may be in effect from time
to time, as well as provisions of applicable state laws.
Remittance Date: The 23rd day of each month beginning in July 2007 (or, if
such day is not a Business Day, the immediately preceding Business Day).
REO Disposition Period: As defined in Section 3.15.
REO Proceeds: Proceeds, net of any related expenses of the Servicer
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property), which are received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer servicing the
related Mortgage Loan on behalf of the Trust through foreclosure or deed-in-lieu
of foreclosure in connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 3.22(d).
Reporting Servicer: As defined in Section 3.22(c)(i).
Request for Release: The Request for Release submitted by the Servicer to
the Custodian on behalf of the Trustee substantially in the form attached hereto
as Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this Agreement
in respect of such Mortgage Loan.
Reserve Interest Rate: As defined in Section 5.10.
Residual Certificate: The Class 1-A-R Certificate.
Responsible Officer: When used with respect to the Trustee, 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 direct responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
Reuters Screen LIBOR01: The display page currently so designated on the
Reuters Monitor Money Rates Service (or such other page as may replace the
Reuters Screen LIBOR01 page on that service for the purpose of displaying
comparable rates or prices).
52
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., or
any successor thereto.
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.22(e).
Security Agreement: With respect to a Cooperative Loan, the agreement or
mortgage creating a security interest in favor of the originator of the
Cooperative Loan in the related Cooperative Stock.
Senior Certificates: The Class 1-A-R, Class 1-A-1, Class 1-A-2, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 3-A-1, Class 3-A-2, Class
4-A-1, Class 4-A-2, Class 4-A-3, Class 4-A-4, Class 4-A-5, Class 5-A-1, Class
5-A-2, Class 6-A-1, Class 6-A-2, Class 7-A-1, Class 7-A-2, Class 7-A-3, Class
7-A-4, Class 7-A-5, Class A-IO, Class A-PO, Class C-A-1, Class C-A-2, Class
C-A-3, Class C-A-4, Class C-A-5, Class C-A-6, Class C-A-7, Class C-A-8, Class
C-A-9, Class C-A-10, Class C-A-11, Class C-A-12, Class C-A-13, Class C-A-14 and
Class C-A-15 Certificates. Senior Credit Support Depletion Date: With respect to
(i) the Crossed Groups, the date on which the aggregate Class Certificate
Balance of the Class X-B Certificates is reduced to zero and (ii) Group 7, the
date on which the aggregate Class Certificate Balance of the Class 7-B
Certificates is reduced to zero.
Senior Non-PO Certificates: The Senior Certificates other than the Class
A-PO Certificates.
Senior Percentage: With respect to any Distribution Date and Loan Group,
the percentage, carried to six places rounded up, obtained by dividing (i) the
sum of the aggregate Class Certificate Balance and Component Balance of the
Senior Non-PO Certificates and Non-PO Components of the Related Group
immediately prior to such Distribution Date, by (ii) the Pool Principal Balance
(Non-PO Portion) of such Loan Group for such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and each Loan Group
during the five (5) years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Distribution Date and each Loan Group
occurring on or after the fifth anniversary of the first Distribution Date will,
except as provided herein, be as follows: for any Distribution Date in the first
(1st) year thereafter, the Senior Percentage for such Loan Group plus 70% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the second (2nd) year thereafter, the Senior Percentage for
such Loan Group plus 60% of the Subordinate Percentage for such Loan Group for
such Distribution Date; for any Distribution Date in the third (3rd) year
thereafter, the Senior Percentage for such Loan Group plus 40% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the fourth (4th) year thereafter, the Senior Percentage for
such Loan Group plus 20% of the Subordinate Percentage for such Loan Group for
such Distribution Date; and for any Distribution Date in the fifth (5th) or
later years thereafter, the Senior Percentage for such Loan Group for such
Distribution Date (unless on any of the foregoing Distribution Dates, (a) with
respect to the Crossed Loan Groups, the Aggregate Senior Percentage for the
Crossed Loan Groups for such Distribution Date exceeds the Aggregate Senior
Percentage for the Crossed Loan Groups calculated as of the Closing Date, in
which case the Senior Prepayment Percentage for each Crossed Loan Group for such
53
Distribution Date will once again equal 100% or (b) with respect to Loan Group
7, the Senior Percentage for Loan Group 7 for such Distribution Date exceeds the
Senior Percentage for Loan Group 7 calculated as of the Closing Date, in which
case the Senior Prepayment Percentage for Loan Group 7 will once again equal
100%. Notwithstanding the foregoing, no decrease in the Senior Prepayment
Percentage will occur unless both of the Senior Step Down Conditions are
satisfied..
Senior Principal Distribution Amount: As to any Distribution Date and each
Loan Group, the sum of (a) the Senior Percentage for such Loan Group of the
applicable Non-PO Percentage of the amounts described in clauses (i)(a) through
(d) of the definition of "Non-PO Principal Amount" for such Distribution Date
and Loan Group and (b) the Senior Prepayment Percentage for such Loan Group of
(1) the applicable Non-PO Percentage of the amounts described in clauses (i)(e)
and (f) and (2) the amount described in clause (ii) of the definition of "Non-PO
Principal Amount" for such Distribution Date and Loan Group.
Senior Step Down Conditions: As of any Distribution Date and as to which
any decrease in the Senior Prepayment Percentage for a Crossed Loan Group or
Loan Group 7 applies, (i) the outstanding principal balance of all Mortgage
Loans in the Crossed Loan Groups or Loan Group 7, as applicable (including, for
this purpose, any such Mortgage Loans in foreclosure, any related REO Property
and any such 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 X-B Certificates (in the case of a Crossed Loan Group) or the
aggregate Class Certificate Balance of the Class 7-B Certificates (in the case
of Loan Group 7), is not equal to or greater than 50% or (ii) cumulative
Realized Losses with respect to the Crossed Loan Group Mortgage Loans or Group 7
Mortgage Loans as of the applicable Distribution Date do not exceed the
percentage of the applicable Original Subordinate Principal Balance set forth
below:
Percentage of
Original Subordinate
Distribution Date Occurring Principal Balance
-------------------------------------------- -------------------------------
July 2012 through June 2013 30%
July 2013 through June 2014 35%
July 2014 through June 2015 40%
July 2015 through June 2016 45%
July 2016 and thereafter 50%
Servicer: BANA, or its successor in interest, in its capacity as servicer
of the Mortgage Loans, or any successor servicer appointed as herein provided.
Servicer Custodial Account: The separate Eligible Account or Accounts
created and maintained by the Servicer pursuant to Section 3.08(b).
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 Servicer Custodial Account.
54
Servicer's Certificate: The monthly report required by Section 4.01.
Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in the performance by the Servicer of its servicing
obligations, including, but not limited to (i) the preservation, restoration and
protection of a Mortgaged Property, (ii) expenses reimbursable to the Servicer
pursuant to Section 3.14 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 3.12.
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 Criteria: The criteria set forth in paragraph (d) of Item 1122 of
Regulation AB, as such may be amended from time to time.
Servicing Fee: With respect to each Mortgage Loan and Distribution Date,
the amount of the fee payable to the 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. The 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 3.11) of related Monthly
Payments collected by the Servicer, or as otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.250% per annum.
Servicing File: The items pertaining to a particular Mortgage Loan referred
to in Exhibit J hereto, and any additional documents required to be added to the
Servicing File pursuant to the Agreement.
Servicing Function Participant: Any affiliate, third party vendor or
Subservicer engaged by the Servicer or the Trustee that is participating in the
servicing function with respect to the Mortgage Loans, within the meaning of
Item 1122 of Regulation AB.
Servicing Officer: Any officer of the Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name appears
on a list of servicing officers furnished to the Trustee by the Servicer, as
such list may from time to time be amended.
Servicing Transfer Costs: All reasonable costs and expenses of a successor
Servicer or the Trustee, as applicable, related to any termination of the
Servicer, appointment of a successor Servicer or the transfer and assumption of
servicing from a predecessor servicer (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 the Servicer and (ii) any costs or expenses associated
55
with the complete transfer of all servicing data and the completion, correction
or manipulation of such servicing data as may be required by the successor
Servicer or the Trustee, as applicable, to correct any errors or insufficiencies
in the servicing data or otherwise to enable the successor Servicer or the
Trustee, as applicable, to service the Mortgage Loans properly and effectively).
Shift Percentage: For any Distribution Date will be the percentage
indicated below:
Distribution Date Occurring In Percentage
July 2007 through June 2012 0%
July 2012 through June 2013 30%
July 2013 through June 2014 40%
July 2014 through June 2015 60%
July 2015 through June 2016 80%
July 2016 and thereafter 100%
Similar Law: As defined in Section 6.02(e).
Sponsor: BANA, or its successor in interest, as seller of the Mortgage
Loans under the Mortgage Loan Purchase Agreement.
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.
Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans under the direction or authority of the Servicer, the Trustee or
the Custodian.
Subordinate Balance Ratio: As of any date of determination and the Crossed
Loan Groups, the ratio among the principal balances of the Class 1-LS Interest,
the Class 2-LS Interest, the Class 3-LS Interest, the Class 4-LS Interest, the
Class 5-LS Interest and the Class 6-LS Interest equal to the ratio among the
Group Subordinate Amounts of Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4, Loan Group 5 and Loan Group 6.
Subordinate Percentage: As of any Distribution Date and each Loan Group,
100% minus the Senior Percentage for such Loan Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and each
Loan Group, 100% minus the Senior Prepayment Percentage for such Loan Group for
such Distribution Date.
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Subordinate Principal Distribution Amount: With respect to any Distribution
Date and each Loan Group, an amount equal to the sum of (a) the Subordinate
Percentage for such Loan Group of the Non-PO Percentage of the amounts described
in clauses (i)(a) through (d) of the definition of "Non-PO Principal Amount" for
such Distribution Date and (b) the Subordinate Prepayment Percentage for such
Loan Group of the Non-PO Percentage of the amounts described in clauses (i)(e)
and (f) and (2) the amount described in clause (ii) of the definition of "Non-PO
Principal Amount" for such Distribution Date.
Subordinated Certificates: The Class X-B-1, Class X-B-2, Class X-B-3, Class
X-B-4, Class X-B-5, Class X-B-6, Class 7-B-1, Class 7-B-2, Class 7-B-3, Class
7-B-4, Class 7-B-5 and Class 7-B-6 Certificates, each of which represents the
corresponding Upper-Tier Regular Interest for purposes of the REMIC Provisions.
Subservicer: Any Person with which the 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 the Servicer, need not be in writing) between the
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 credit score not less than that of the Defective Mortgage Loan; (vi) have
a credit grade not lower in quality than that of the Defective Mortgage Loan;
(vii) have a remaining term to maturity not greater than (and not more than one
(1) year less than) that of the Defective Mortgage Loan; (viii) have the same
lien priority as the Defective Mortgage Loan; and (ix) comply with each Mortgage
Loan representation and warranty set forth in the Mortgage Loan Purchase
Agreement and this Agreement. More than one Substitute Mortgage Loan may be
substituted for a Defective Mortgage Loan if such Substitute Mortgage Loans meet
the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.07 and the manner provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Treasury Regulations: The final and temporary regulations promulgated under
the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement, which shall be named the "Banc
of America Funding 2007-5 Trust."
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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 multiple REMIC elections are to be made as specified
herein, 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
Mortgage Loan Purchase Agreement (including any security interest created
thereby) and (v) the Servicer Custodial Account, Certificate Account and the
Exchangeable Certificates Grantor Trust 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: Xxxxx 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 interest-bearing
Regular Interest on each Distribution Date, an amount equal to one month's
interest at the related Pass-Through Rate on the Uncertificated Balance or
Notional Amount of such Regular Interest. In the case of each Regular Interest,
Uncertificated Accrued Interest will be reduced by any Non-Supported Interest
Shortfalls and any Relief Act Reductions, allocated to such Regular Interest as
provided in Section 5.02.
Uncertificated Balance: With respect to each Regular Interest, the amount
of such Regular Interest outstanding as of any date of determination. As of the
Closing Date, the Uncertificated Balance of each Regular Interest shall equal
the amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Balance. On each Distribution Date, the Uncertificated Balance of
each Regular Interest shall be reduced by all distributions of principal made on
such Regular Interest on such Distribution Date pursuant to Section 5.02 and, if
and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 5.04 and if and to
the extent necessary and appropriate, shall be increased by the Class C-A-5-1
Accrual Distribution Amount and Class C-A-5-2 Accrual Distribution Amount as
provided in Section 5.02. The Uncertificated Balance of each Regular Interest
shall never be less than zero.
Uncertificated Lower-Tier Interest: The Uncertificated Lower-Tier Regular
Interests and the Class LR interest, which represents the sole class of residual
interest in the Lower-Tier REMIC.
Uncertificated Lower-Tier Regular Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset of the Middle-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02 hereof. Any of the
Class 1-L Interest, Class 1-LS Interest, Class 1-LPO Interest, Class 2-L
Interest, Class 2-LS Interest, Class 3-L Interest, Class 3-LS Interest, Class
4-L Interest, Class 4-LS Interest, Class 4-LIO Interest, Class 5-L Interest,
Class 5-LS Interest, Class 5-LPO Interest, Class 6-L Interest, Class 6-LS
Interest, Class 6-LIO Interest, Class 7-L Interest, Class 7-LIO Interest and
Class 7-LPO Interest are Uncertificated Lower-Tier Regular Interests.
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Uncertificated Lower-Tier REMIC Pass-Through Rate: As set forth in the
Preliminary Statement.
Uncertificated Middle-Tier Interests: The Uncertificated Middle-Tier
Regular Interests and the Class MR interest, which represents the sole class of
residual interest in the Middle-Tier REMIC.
Uncertificated Middle-Tier Regular Interest: A regular interest in the
Middle-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02 hereof. Any of the
Class MRI-1AR Interest, Class MRI-1A1 Interest, Class MRI-1PO Interest, Class
MRI-2A1 Interest, Class MRI-2A2 Interest, Class MRI-3A1 Interest, Class MRI-3A2
Interest, Class MRI-4A1 Interest, Class MRI-4A2 Interest, Class MRI-4IO
Interest, Class MRI-5A1 Interest, Class MRI-5PO Interest, Class MRI-6A1
Interest, Class MRI-6IO Interest, Class MRI-7A1 Interest, Class MRI-7IO
Interest, Class MRI-7PO Interest, Class MRI-XB1 Interest, Class MRI-XB2
Interest, Class MRI-XB3 Interest, Class MRI-XB4 Interest, Class MRI-XB5
Interest, Class MRI-XB6 Interest, Class MRI-7B1 Interest, Class MRI-7B2
Interest, Class MRI-7B3 Interest, Class MRI-7B4 Interest, Class MRI-7B5
Interest, and Class MRI-7B6 Interest are Uncertificated Middle-Tier Regular
Interests.
Uncertificated Middle-Tier REMIC Pass-Through Rate: With respect to the
Class MRI-1AR Interest, Class MRI-1A1 Interest, Class MRI-1PO Interest, Class
MRI-2A1 Interest, Class MRI-2A2 Interest, Class MRI-3A1 Interest, Class MRI-3A2
Interest, Class MRI-4A1 Interest, Class MRI-4A2 Interest, Class MRI-4IO
Interest, Class MRI-5A1 Interest, Class MRI-5PO Interest, Class MRI-6A1
Interest, Class MRI-6IO Interest, Class MRI-7A1 Interest, Class MRI-7IO
Interest, Class MRI-7PO Interest, Class MRI-7B1 Interest, Class MRI-7B2
Interest, Class MRI-7B3 Interest, Class MRI-7B4 Interest, Class MRI-7B5 Interest
and Class MRI-7B6 Interest as set forth in the Preliminary Statement.
With respect to the Class MRI-XB1 Interest, Class MRI-XB2 Interest, Class
MRI-XB3 Interest, Class MRI-XB4 Interest, Class MRI-XB5 Interest and Class
MRI-XB6 Interest, the weighted average of the Uncertificated Lower-Tier REMIC
Pass-Through Rate for the Class 1-LS Interest, Class 2-LS Interest, Class 3-LS
Interest, Class 4-LS Interest, Class 5-LS Interest and Class 6-LS Interest.
Uncertificated Upper-Tier II REMIC Pass-Through Rate: As set forth in the
Preliminary Statement.
Undercollateralized Amount: As defined in Section 5.02(b)(iv).
Undercollateralized Group: As defined in Section 5.02(b)(iv).
Underwriter's Exemption: An exemption listed in footnote 1 of, and as
amended by, Prohibited Transaction Exemption 2007-05, 72 Fed Reg 13130 (March
20, 2007) and any successor exemption.
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Uninsured Cause: Any cause of damage to a Mortgaged Property, the cost of
the complete restoration of which is not fully reimbursable under the hazard
insurance policies required to be maintained pursuant to Section 3.12.
Upper-Tier Certificate Sub-Account: The sub-account of the Certificate
Account designated by the Trustee pursuant to Section 3.09(f).
Upper-Tier Interests: The Upper-Tier Regular Interests and the Class UR
Interest, which represents the sole class of residual interest in the Upper-Tier
REMIC.
Upper-Tier Regular Interest: Any of the regular interests in the Upper-Tier
REMIC listed in the Preliminary Statement, the ownership of which is represented
by the Certificates and Components.
Upper-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Uncertificated Middle-Tier Regular Interests and such
amounts as shall be deemed held in the Upper-Tier Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury Regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. As of any date of determination, (a) 95%
of all Voting Rights shall be allocated to the Holders of the Senior
Certificates (other than the Exchangeable Certificates and the Class 1-A-R,
Class 4-A-2, Class 4-A-3, Class A-IO and Class C-A-8 Certificates) and the
Subordinated Certificates in proportion to the Certificate Balances of their
respective Certificates, (b) 1% of all Voting Rights shall be allocated to the
Holders of the Class 1-A-R Certificate, (c) 1% of all Voting Rights shall be
allocated to the Holders of the Class 4-A-2 Certificates, (d) 1% of all Voting
Rights shall be allocated to the Holders of the Class 4-A-3 Certificates, (e) 1%
of all Voting Rights shall be allocated to the Holders of the Class A-IO
Certificates and (f) 1% of all Voting Rights shall be allocated to the Holders
of the Class C-A-8 Certificates.
In the event that all or a portion of a Combination of Classes of
Exchangeable REMIC Certificates in any Exchangeable REMIC Combination is
exchanged for a proportionate portion of the Class of Exchangeable Certificates
in the related Combination, the Class of such Exchangeable Certificates will be
entitled to a proportionate share of the Voting Rights allocated to the Classes
of Exchangeable REMIC Certificates in the related Combination.
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Xxxxx Fargo: Xxxxx Fargo Bank, N.A., in its capacity as trustee.
WHFIT: A "Widely Held Fixed Investment Trust" as that term is defined in
Treasury Regulations ss. 1.671-5(b)(22) or successor provisions.
WHFIT Regulations: Treasury Regulations ss. 1.671-5, as amended.
WHMT: A "Widely Held Mortgage Trust" as that term is defined in Treasury
Regulations ss. 1.671-5(b)(23) or successor provisions.
Section 1.02 Interest Calculations.
All calculations of interest with respect to the interest-bearing
Certificates (other than the Component Certificates) and each interest-bearing
Component will be made on a 360-day year consisting of twelve (12) 30-day
months. All dollar amounts calculated hereunder shall be rounded to the nearest
xxxxx with one-half of one xxxxx being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor, concurrently
with the execution and delivery hereof, hereby sells, transfers, assigns, sets
over and otherwise conveys to the Trustee on behalf of the Trust for the benefit
of the Certificateholders, without recourse, all the right, title and interest
of the Depositor in and to the Mortgage Loans and the related Mortgage Files,
including all interest and principal received on or with respect to the Mortgage
Loans (other than payments of principal and interest due and payable on the
Mortgage Loans on or before the Cut-off Date) and the Depositor's rights under
the Mortgage Loan Purchasing Agreement. The foregoing sale, transfer, assignment
and set over does not and is not intended to result in a creation of an
assumption by the Trustee of any obligation of the Depositor or any other Person
in connection with the Mortgage Loans or any agreement or instrument relating
thereto, except as specifically set forth herein. 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. It is agreed and understood by
the parties hereto that it is not intended that any mortgage loan be included in
the Trust that is a "High-Cost Home Loan" as defined in any of (i) the New
Jersey Home Ownership Act effective November 27, 2003, (ii) the New Mexico Home
Loan Protection Act effective January 1, 2004, (iii) the Massachusetts Predatory
Home Loan Practices Act effective November 7, 2004 or (iv) the Indiana Home Loan
Practices Act, effective January 1, 2005.
(b) In connection with such transfer and assignment, the Depositor has
delivered or caused to be delivered to the 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:
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(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of Xxxxx Fargo Bank,
N.A., as trustee for holders of Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2007-5, 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 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 "Xxxxx Fargo Bank, N.A., as trustee for
the holders of Banc of America Funding Corporation Mortgage Pass-Through
Certificates, Series 2007-5" (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 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 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;
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(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of recording
indicated thereon, or, if the lease is in the process of being recorded, a
photocopy of the lease, certified by an officer of the respective prior
owner of such Mortgage Loan or by the applicable title insurance company,
closing/settlement/escrow agent or company or closing attorney to be a true
and correct copy of the lease transmitted for recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Cooperative Stock, the
originals of the following documents or instruments:
(A) The Cooperative Stock Certificate;
(B) The stock power executed in blank;
(C) The executed Cooperative Lease;
(D) The executed Recognition Agreement;
(E) The executed assignment of Recognition Agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate UCC
financing statements required by state law, evidencing a complete and
unbroken line from the mortgagee to the Trustee with evidence of
recording thereon (or in a form suitable for recordation).
provided, however, that on the Closing Date, with respect to item (iii), if an
Assignment of Mortgage is required to be recorded as set forth below, the
Depositor has delivered to the 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 Servicer to retain the completed Assignment of Mortgage for recording
as described below, unless such Mortgage has been recorded in the name of MERS
or its designee. In addition, if the Depositor is unable to deliver or cause the
delivery of any original Mortgage Note due to the loss of such original Mortgage
Note, the Depositor may deliver a copy of such Mortgage Note, together with a
lost note affidavit, and shall thereby be deemed to have satisfied the document
delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot deliver (A)
the Mortgage, (B) all interim recorded assignments, (C) all assumption,
modification, consolidation or extension agreements, if any, or (D) the lender's
title policy, if any, (together with all riders thereto), if applicable,
satisfying the requirements of clause (ii), (iii), (iv) or (v) above,
63
respectively, concurrently with the execution and delivery hereof because such
document or documents have not been returned from the applicable public
recording office in the case of clause (ii), (iii) or (iv) above, or because the
title policy, if applicable, has not been delivered to either the Servicer or
the Depositor, as applicable, by the applicable title insurer, if any, in the
case of clause (v) above, the Depositor shall promptly deliver or cause to be
delivered to the Custodian on behalf of the Trustee, in the case of clause (ii),
(iii) or (iv) above, such Mortgage, such interim assignment or such assumption,
modification, consolidation or extension agreement, as the case may be, with
evidence of recording indicated thereon upon receipt thereof from the public
recording office, but in no event shall any such delivery of any such documents
or instruments be made later than one year following the Closing Date, unless,
in the case of clause (ii), (iii) or (iv) above, there has been a continuing
delay at the applicable recording office or, in the case of clause (v), there
has been a continuing delay at the applicable insurer and the Depositor has
delivered the Officer's Certificate to such effect to the Trustee. The Depositor
shall forward or cause to be forwarded to 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 Servicer to the Custodian. 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 Servicer shall prepare, execute
and deliver or cause to be prepared, executed and delivered, on behalf of the
Trust, such a document to the public recording office.
As promptly as practicable subsequent to such transfer and assignment, and
in any event, within 30 days thereafter, the 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 Servicer has not received the
information required to prepare such assignment in recordable form, the
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 and, 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 either Rating Agency in order to obtain the initial ratings on the
Certificates on the Closing Date. Exhibit L attached hereto sets forth the list
of all states where recordation is required by any Rating Agency to obtain the
initial ratings of the Certificates. The Trustee may rely and shall be protected
in relying upon the information contained in such Exhibit L.
In the case of Mortgage Loans that have been prepaid in full as of the
Closing Date, the Depositor, in lieu of delivering the above documents to the
Custodian on the Trustee's behalf will cause the Servicer to deposit in the
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Servicer Custodial Account the portion of such payment that is required to be
deposited in the Servicer Custodial Account pursuant to Section 3.08.
Section 2.02 Acceptance by the Custodian of the Mortgage Loans. Subject to
the provisions of the following paragraph, the Custodian, as agent for the
Trustee, 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 Custodian shall deliver to the
Depositor, the Trustee and the Servicer a certification in the form attached
hereto as Exhibit M hereto (the "Initial Certification") to the effect that,
except as may be specified in a list of exceptions attached thereto, it has
received the original Mortgage Note relating to each of the Mortgage Loans
listed on the Mortgage Loan Schedule.
Within 90 days after the execution and delivery of this Agreement, the
Custodian shall review, on behalf of the Trustee, the Mortgage Files in its
possession, and shall deliver to the Depositor, the Trustee and the Servicer a
certification in the form attached hereto as Exhibit N (the "Final
Certification") to the effect that, as to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as may be specified in a list of exceptions
attached to such Final Certification, such Mortgage File contains all of the
items required to be delivered pursuant to Section 2.01(b). In performing any
such review, the Custodian may conclusively rely on the purported genuineness of
any such document and any signature thereon.
If, in the course of such review, 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, the
Servicer, the Custodian or the Trustee discovers a breach by the Servicer, the
Sponsor or the Depositor of any representation, warranty or covenant under the
Mortgage Loan Purchase Agreement or this Agreement, as the case may be, 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 Servicer, the Sponsor, the Trustee and
the Depositor of such failure to meet the requirements of Section 2.01 or of
such breach and request that the Servicer, the Sponsor or the Depositor, as
applicable, deliver such missing documentation or cure such defect or breach
within 90 days of its discovery or its receipt of notice of any such failure to
meet the requirements of Section 2.01 or of such breach. If the Trustee receives
written notice that the Depositor, the Sponsor or the Servicer, as the case may
be, has not delivered such missing document or cured such defect or breach in
all material respects during such period, the Trustee, on behalf of the Trust,
shall enforce the Sponsor's or the Depositor's obligation, as the case may be,
under the Mortgage Loan Purchase Agreement or this Agreement and cause the
Depositor or the Sponsor to either (a) substitute for the related Mortgage Loan
a Substitute Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth below or (b) purchase such
Mortgage Loan from the Trust at the Purchase Price for such Mortgage Loan.
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Notwithstanding any contrary provision of this Agreement, no substitution
pursuant to this Section 2.02 shall be made more than 90 days after the Closing
Date unless the Depositor or the Sponsor, as the case may be, delivers to the
Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the
expense of any of the Trustee or the Trust Estate, addressed to the Trustee, to
the effect that such substitution will not (i) result in the imposition of the
tax on "prohibited transactions" on any REMIC created hereunder or contributions
after the Start-up Day, as defined in Sections 860F(a)(2) and 860G(d) of the
Code, respectively or (ii) cause any REMIC created hereunder to fail to qualify
as a REMIC at any time that any Certificates are outstanding.
It is understood that the scope of the 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 applicable Mortgage Loans identified in the related Mortgage Loan
Schedule based solely upon the review of items (i) and (xi) in the definition of
Mortgage Loan Schedule. Neither the Trustee nor any Custodian shall have any
responsibility for determining whether any document is valid and binding,
whether the text of any assignment or endorsement is in proper or recordable
form, whether any document has been recorded in accordance with the requirements
of any applicable jurisdiction, or whether a blanket assignment is permitted in
any applicable jurisdiction.
If the Trustee receives written notice from the Depositor or the Servicer
of a breach of any representation or warranty of the Depositor or the Sponsor,
the Trustee, on behalf of the Trust, shall enforce the rights of the Trust under
the Mortgage Loan Purchase Agreement and this Agreement for the benefit of the
Certificateholders. In addition, if the Trustee receives written notice from the
Depositor, the Servicer or the Sponsor of a breach of a representation with
respect to a Mortgage Loan set forth in clauses (f), (nn) or (oo) of paragraph 3
of the Mortgage Loan Purchase Agreement that occurs as a result of a violation
of an applicable predatory or abusive lending law, the Trustee, on behalf of the
Trust, shall enforce the right of the Trust to reimbursement by the Sponsor for
all costs or damages incurred by the Trust as a result of the violation of such
law (such amount, the "Reimbursement Amount"). It is understood and agreed that,
except for the payment of any Reimbursement Amount, the obligation of the
Sponsor or the Depositor to cure or to repurchase any Mortgage Loan as to which
a document is missing, a material defect in a constituent document exists or as
to which such a breach has occurred and is continuing shall constitute the sole
remedy against the Sponsor or the Depositor in respect of such omission, defect
or breach available to the Trustee on behalf of the Trust and the
Certificateholders.
With respect to the representations and warranties relating to the Mortgage
Loans set forth in the Mortgage Loan Purchase Agreement that are made to the
best of the Sponsor's knowledge or as to which the Sponsor had no knowledge, if
it is discovered by the Depositor, the Servicer or the Trustee that the
substance of such representation or warranty is inaccurate and such inaccuracy
materially and adversely affects the interest of the Certificateholders in the
related Mortgage Loan then, notwithstanding the Sponsor'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.
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It is understood and agreed that the representations and warranties
relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement
shall survive delivery of the Mortgage Files to the Custodian on the Trustee's
behalf and shall inure to the benefit of the Certificateholders notwithstanding
any restrictive or qualified endorsement or assignment. It is understood and
agreed that the obligations of the Sponsor set forth in this Section 2.02 to
cure, substitute for or repurchase a Mortgage Loan pursuant to the Mortgage Loan
Purchase Agreement and pay any Reimbursement Amount constitute the sole remedies
available to the Certificateholders and to the Trustee on their behalf
respecting a breach of the representations and warranties contained in the
Mortgage Loan Purchase Agreement.
It is hereby further acknowledged 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 Sponsor or the Depositor,
as the case may be, shall deliver to the Custodian on behalf of the Trustee, for
the benefit of the Certificateholders, the documents and agreements 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 Depositor or the Sponsor
has substituted a Substitute Mortgage Loan.
The Servicer shall amend the Mortgage Loan Schedule for the benefit of the
Certificateholders to reflect the removal of each Mortgage Loan that has become
a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan
or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to
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
Depositor or the Sponsor, as the case may be, 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 Mortgage
Loan Purchase Agreement and, if applicable, Section 2.04. Upon any such
substitution and the deposit to the Servicer Custodial Account of any required
Substitution Adjustment Amount (as described in the next paragraph) and receipt
of a Request for Release, the Custodian shall release the Mortgage File relating
to such Defective Mortgage Loan to applicable Person and shall execute and
deliver at such Person's direction such instruments of transfer or assignment
prepared by such Person, without recourse, as shall be necessary to vest title
in such Person, or its designee, to the Trustee's interest in any Defective
Mortgage Loan substituted for pursuant to this Section 2.02.
For any month in which the Depositor or the Sponsor, substitutes one or
more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the
amount (if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans substituted by such Person in a Loan group as of the date of
substitution is less than the aggregate Stated Principal Balance of all such
Defective Mortgage Loans in a Loan group substituted by such Person (after
application of the principal portion of the Monthly Payments due in the month of
substitution) (the "Substitution Adjustment Amount" for such Loan Group) plus an
amount equal to the aggregate of any unreimbursed Advances with respect to such
Defective Mortgage Loans shall be deposited into the Servicer Custodial Account
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by the Depositor or the Sponsor on or before the Remittance Date for the
Distribution Date in the month succeeding the calendar month during which the
related Mortgage Loan is required to be purchased or replaced hereunder. The
Purchase Price of any repurchase and the Substitution Adjustment Amount, if any,
shall be deposited in the Servicer Custodial Account. The Servicer shall give
the Trustee written notice of such deposits.
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. The Servicer shall promptly deliver to 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 the Servicer's possession from time
to time.
The Custodian shall be under no duty or obligation (i) to inspect, review
or examine any such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable, or appropriate for the represented
purpose or that they are other than what they purport to be on their face or
(ii) to determine whether any Mortgage File should include any of the documents
specified in Section 2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection
with making the certifications required hereunder, to the extent a title search
or opinion of counsel has been provided in lieu of a title policy for any
Mortgage Loan, the Custodian shall only be responsible for confirming that a
title search or opinion of counsel has been provided for such Mortgage Loan.
Section 2.03 Representations and Warranties of the Servicer. The Servicer
hereby makes the following representations and warranties to the Depositor and
the Trustee, as of the Closing Date:
(i) The Servicer is a national banking association duly organized,
validly existing, and in good standing under the federal laws of the United
States of America and has all licenses necessary to carry on its business
as now being conducted and is licensed, qualified and in good standing in
each of the states where a Mortgaged Property is located if the laws of
such state require licensing or qualification in order to conduct business
of the type conducted by the Servicer. The Servicer has power and authority
to execute and deliver this Agreement and to perform in accordance
herewith; the execution, delivery and performance of this Agreement
(including all instruments of transfer to be delivered pursuant to this
Agreement) by the Servicer and the consummation of the transactions
contemplated hereby have been duly and validly authorized. This Agreement,
assuming due authorization, execution and delivery by the other parties
hereto, evidences the valid, binding and enforceable obligation of the
Servicer, subject to applicable law except as enforceability may be limited
by (A) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws affecting the enforcement of
creditors' rights generally or creditors of national banks and (B) general
principles of equity, whether enforcement is sought in a proceeding in
equity or at law. All requisite corporate action has been taken by the
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Servicer to make this Agreement valid and binding upon the Servicer in
accordance with its terms.
(ii) No consent, approval, authorization or order is required for the
transactions contemplated by this Agreement from any court, governmental
agency or body, or federal or state regulatory authority having
jurisdiction over the Servicer is required or, if required, such consent,
approval, authorization or order has been or will, prior to the Closing
Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the charter or by-laws
of the Servicer or result in the breach of any term or provision of, or
conflict with or constitute a default under or result in the acceleration
of any obligation under, any agreement, indenture or loan or credit
agreement or other instrument to which the Servicer or its property is
subject, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Servicer or its property is subject.
(iv) There is no action, suit, proceeding or investigation pending or,
to the best knowledge of the Servicer, threatened against the Servicer
which, either individually or in the aggregate, would result in any
material adverse change in the business, operations, financial condition,
properties or assets of the Servicer, or in any material impairment of the
right or ability of the Servicer to carry on its business substantially as
now conducted or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Servicer contemplated herein, or
which would materially impair the ability of the Servicer to perform under
the terms of this Agreement.
The representations and warranties made pursuant to this Section 2.03 shall
survive delivery of the respective Mortgage Files to the Custodian on the
Trustee's behalf and shall inure to the benefit of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as to the
Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee with respect to
the Mortgage Loans or each Mortgage Loan, as the case may be, as of the date
hereof or such other date set forth herein that as of the Closing Date:
(i) Immediately prior to the transfer and assignment contemplated
herein, the Depositor was the sole owner and holder of the Mortgage Loans.
The Mortgage Loans were not assigned or pledged by the Depositor and the
Depositor had good and marketable title thereto, and the Depositor had full
right to transfer and sell the Mortgage Loans to the Trustee free and clear
of any encumbrance, participation interest, lien, equity, pledge, claim or
security interest and had full right and authority subject to no interest
or participation in, or agreement with any other party to sell or otherwise
transfer the Mortgage Loans.
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(ii) As of the Closing Date, the Depositor has transferred all right,
title and interest in the Mortgage Loans to the Trustee on behalf of the
Trust.
(iii) As of the Closing Date, the Depositor has not transferred the
Mortgage Loans to the Trustee on behalf of the Trust with any intent to
hinder, delay or defraud any of its creditors.
(iv) Each Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code and Treasury Regulation ss. 1.860G-2.
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 Custodian on the Trustee's behalf and shall inure to the benefit of
the Certificateholders.
Upon discovery by any of the Depositor, the Servicer or the Trustee that
any of the representations and warranties set forth in this Section 2.04 is not
accurate (referred to herein as a "breach") and that such breach materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties; provided that any such breach that causes the
Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code shall be deemed to materially and adversely affect the
interests of the Certificateholders. Within 90 days of its discovery or its
receipt of notice of any such breach, the Depositor shall cure such breach in
all material respects or shall either (i) repurchase the Mortgage Loan or any
property acquired in respect thereof from the Trustee at a price equal to the
Purchase Price or (ii) if within two years of the Closing Date, substitute for
such Mortgage Loan in the manner described in Section 2.02; provided that if the
breach would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such repurchase or substitution
must occur within 90 days from the date the breach was discovered. The Purchase
Price of any repurchase described in this paragraph and the Substitution
Adjustment Amount, if any, shall be remitted to the Servicer for deposit to the
Servicer Custodial Account. It is understood and agreed that, except with
respect to the second preceding sentence, the obligation of the Depositor to
repurchase or substitute for any Mortgage Loan or Mortgaged Property as to which
such a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders, or to the Trust and the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMICs.
The Depositor hereby designates the Upper-Tier Regular Interests as
"regular interests" and the Class UR Interest as the single class of "residual
interest" in the Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Depositor hereby further designates (i) the
Uncertificated Middle-Tier Regular Interests as classes of "regular interests"
and the Class MR Interest as the single class of "residual interest" in the
Middle-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively, and (ii) the Uncertificated Lower-Tier Regular Interests as
classes of "regular interests" and the Class LR Interest as the single class of
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"residual interest" in the Lower-Tier REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day.
The Closing Date is hereby designated as the "start-up day" of each of the
Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC within the
meaning of Section 860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the Upper-Tier REMIC, the
Middle-Tier REMIC and the Lower-Tier REMIC is the Distribution Date in the month
following the maturity date for the Mortgage Loan with the latest maturity date.
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 Regular Interests on behalf of the
Middle-Tier REMIC and the Certificateholders and that it holds the
Uncertificated Middle-Tier Regular Interests on behalf of the Upper-Tier REMIC
and the Certificateholders, and (ii) has executed and delivered to or upon the
order of the Depositor, in exchange for the Mortgage Loans, Uncertificated
Lower-Tier Interests, together with all other assets included in the definition
of "Trust Estate," receipt of which is hereby acknowledged, Certificates (other
than the Exchangeable Certificates) in authorized denominations which, together
with the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier
Interests, evidence ownership of the entire Trust Estate.
Section 2.09 Establishment of the Trust.
The Depositor does hereby establish, pursuant to the further provisions of
this Agreement and the laws of the State of New York, an express trust to be
known, for convenience, as "Banc of America Funding 2007-5 Trust" and does
hereby appoint Xxxxx Fargo Bank, N.A. as Trustee in accordance with the
provisions of this Agreement.
Section 2.10 Purpose and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to engage in
the following activities:
(a) to acquire and hold the Mortgage Loans and the other assets of the
Trust Estate and the proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the
Mortgage Loans;
(c) to make payments on the Certificates;
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(d) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and
(e) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust
Estate and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities. The
Trustee shall not cause the trust to engage in any activity other than in
connection with the foregoing or other than as required or authorized by the
terms of this Agreement (or those ancillary thereto) while any Certificate is
outstanding, and this Section 2.10 may not be amended, without the consent of
the Certificateholders evidencing 51% or more of the aggregate voting rights of
the Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicer to Service Mortgage Loans. For and on behalf of the
Certificateholders, the Servicer shall service and administer the Mortgage
Loans, all 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, the 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. The
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 3.23. Without limiting the
generality of the foregoing, the 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 the 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 or agreements of satisfaction, cancellation,
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default, assumption, modification, discharge, partial or full release, and all
other comparable instruments and agreements, with respect to the Mortgage Loans
it services, and with respect to the related Mortgaged Properties held for the
benefit of the Certificateholders. To the extent that the Servicer is not
permitted to execute and deliver such documents pursuant to the preceding
sentence, the Servicer shall prepare and deliver to the Depositor and/or the
Trustee such documents requiring execution and delivery by either or both of
them as are necessary or appropriate to enable the Servicer to service and
administer the Mortgage Loans it services. Upon receipt of such documents, the
Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly
execute such documents and deliver them to the Servicer. Alternatively, upon the
request of the Servicer, the Trustee shall execute and deliver to the Servicer
any additional powers of attorney and other documents prepared by the Servicer
that are reasonably necessary or appropriate to enable the Servicer to carry out
its servicing and administrative duties under this Agreement.
In accordance with the standards of the preceding paragraph, the 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 3.09, and further as provided in Section 3.11. The costs
incurred by the Servicer, 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 the Servicer (and of any successor to the 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 Servicer. (a)
The 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 the
Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the 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
the 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 Servicer with the same force and
effect as if performed directly by the Servicer.
(b) For purposes of this Agreement, the 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 the Servicer.
(c) As part of its servicing activities hereunder, the 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 the 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
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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 Servicer, in its good faith business judgment, would
require were it the owner of the related Mortgage Loans. The 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 the Servicer shall provide
that it may be assumed or terminated by the Trustee, if the Trustee has assumed
the duties of the 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 the Servicer pursuant to Section 8.05.
(e) Notwithstanding the foregoing, to the extent the Servicer engages any
affiliate or third party vendor, including any Subservicer, in connection with
the performance of any of its duties under this Agreement, the Servicer shall
immediately notify the Depositor in writing of such engagement. To the extent
the Depositor notifies the Servicer and the Trustee that it has determined that
any such affiliate, third party vendor or Subservicer is a Servicing Function
Participant, the Servicer shall cause such Servicing Function Participant to
prepare a separate assessment and attestation report, as contemplated by Section
3.19 of this Agreement and deliver such report to the Trustee as set forth in
Section 3.22 of this Agreement. In addition, to the extent the Depositor
notifies the Servicer and the Trustee that it has determined that any such
Servicing Function Participant would be a "servicer" within the meaning of Item
1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or
(iii) of Regulation AB (an "Additional Servicer"), the Servicer shall cause such
Additional Servicer to prepare a separate compliance statement as contemplated
by Section 3.20 of this Agreement and deliver such statement to the Trustee as
set forth in Section 3.22 of this Agreement. In addition, if the Depositor
determines any such Servicing Function Participant would be a "servicer" within
the meaning of Item 1101 of Regulation AB, the Servicer shall cause such
Servicing Function Participant to provide the Depositor and the Trustee the
information required by Section 1108(b) and 1108(c) of Regulation AB within two
Business Days following such engagement. To the extent the Servicer terminates
any such Servicing Function Participant that the Depositor has determined is a
"servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall
provide the Depositor and the Trustee the information required to enable the
Trustee to accurately and timely report such event under Item 6.02 of Form 8-K
(if the Trust's Exchange Act reporting requirements have not been suspended
pursuant to Section 15(d) of the Exchange Act as set forth in 3.22(g)).
Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The 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 the Servicer against losses resulting from dishonest or
74
fraudulent acts committed by the Servicer's personnel, any employees of outside
firms that provide data processing services for the Servicer, and temporary
contract employees or student interns. Such fidelity bond shall also protect and
insure the 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 the
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 Xxxxxx Xxx in the Xxxxxx Mae
Servicing Guide or by Xxxxxxx Mac in the Xxxxxxx Xxx Xxxxxxx' & Servicers'
Guide, as amended or restated from time to time, or in an amount as may be
permitted to the Servicer by express waiver of Xxxxxx Xxx or Xxxxxxx Mac.
Section 3.04 Access to Certain Documentation. The 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
upon reasonable and prior written request and during normal business hours at
the offices designated by the Servicer; provided that the Servicer shall be
entitled to be reimbursed by each such Certificateholder for actual expenses
incurred by the Servicer in providing such reports and access. Nothing in this
Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the 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;
Collections 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 that was originated with a Primary Mortgage
Insurance Policy, the Servicer 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 Xxxxxx Mae requirements. The 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 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 Xxxxxx Xxx or Xxxxxxx Mac,
the Servicer shall notify the Trustee in writing, it being understood that the
Servicer shall not have any responsibility or liability for any failure to
recover under the Primary Mortgage Insurance Policy for such reason. If the
Servicer determines that recoveries under the Primary Mortgage Insurance Policy
are jeopardized by the financial condition of the insurer, the Servicer shall
obtain from another insurer which meets the requirements of this Section 3.05 a
replacement insurance policy. The 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 the 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 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
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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 Servicer shall obtain a replacement Primary Mortgage Insurance
Policy as provided above.
In connection with its activities as servicer, the 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 3.09(a), any amounts collected by
the Servicer under any Primary Mortgage Insurance Policy shall be deposited in
the related Escrow Account, subject to withdrawal pursuant to Section 3.09(b).
The Servicer will comply with all provisions of applicable state and
federal law relating to the cancellation of, or collection of premiums with
respect to, Primary Mortgage Insurance, 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) The Servicer 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
Servicer. The Depositor may, but is not obligated to, enforce the obligations of
the Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Servicer hereunder and in
connection with any such defaulted obligation to exercise the related rights of
the Servicer hereunder; provided that the 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 the Servicer nor
shall the Trustee or the Depositor be obligated to supervise the performance of
the Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Subservicer in its capacity
as such shall be deemed to be between the Subservicer and the Servicer alone,
and the Trustee and Certificateholders shall not be deemed parties thereto and
shall have no claims, rights, obligations, duties or liabilities with respect to
the Subservicer except as set forth in Section 3.07. The Servicer shall be
solely liable for all fees owed by it to any Subservicer, irrespective of
whether the Servicer's compensation pursuant to this Agreement is sufficient to
pay such fees.
Section 3.07 Trustee to Act as Servicer. If the Servicer shall for any
reason no longer be the 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 the Servicer hereunder arising thereafter (except that the
Trustee shall not be (a) liable for losses of the Servicer pursuant to Section
3.12 or any acts or omissions of the 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 the Servicer
hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If
the Servicer shall for any reason no longer be the Servicer (including by reason
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of any Event of Default), the Trustee or the successor Servicer may elect to
succeed to any rights and obligations of the 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 the Servicer's interest therein and to have
replaced the Servicer as a party to any Subservicing Agreement entered into by
the 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 the
Servicer shall not be relieved of any liability or obligations under any such
Subservicing Agreement.
The Servicer that is no longer the 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
substitute 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; Servicer Custodial
Account; Certificate Account and Reserve Fund. (a) Continuously from the date
hereof until the principal and interest on all Mortgage Loans are paid in full,
the 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, the 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,
the Servicer may in its discretion (i) waive any late payment charge or any
prepayment charge 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
the 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, the Servicer shall make
Periodic Advances on the related Mortgage Loan in accordance with the provisions
of Section 3.20 during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. The 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.
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(b) The Servicer shall establish and maintain the Servicer Custodial
Account. The Servicer shall deposit or cause to be deposited into the Servicer
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 the Servicer in respect of
the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest due on the Mortgage Loans on or before the Cut-off Date)
and the following amounts required to be deposited hereunder with respect to the
Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans, net of
the related Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other than
Insurance Proceeds to be (1) applied to the restoration or repair of the
Mortgaged Property, (2) released to the Mortgagor in accordance with
Customary Servicing Procedures or (3) required to be deposited to an Escrow
Account pursuant to Section 3.09(a), and other than any Excess Proceeds and
(B) any Insurance Proceeds released from an Escrow Account pursuant to
Section 3.09(b)(iv);
(iv) any amount required to be deposited by the Servicer pursuant to
Section 3.08(d) in connection with any losses on Permitted Investments with
respect to the Servicer Custodial Account; (v) any amounts required to be
deposited by the Servicer pursuant to Section 3.14;
(vi) all related Purchase Prices, all Substitution Adjustment Amounts
and all Reimbursement Amounts, to the extent received by the Servicer;
(vii) Periodic Advances made by the Servicer pursuant to Section 3.20
and any Compensating Interest;
(viii) any Recoveries; and
(ix) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to the Servicer Custodial Account
by the Servicer shall be exclusive it being understood and agreed that, without
limiting the generality of the foregoing, Ancillary Income need not be deposited
by the Servicer. If the Servicer shall deposit in the Servicer Custodial Account
any amount not required to be deposited, it may at any time withdraw or direct
the institution maintaining the Servicer Custodial Account to withdraw such
amount from the Servicer Custodial Account, any provision herein to the contrary
notwithstanding. The 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 Servicer or serviced by the Servicer on behalf of others;
provided that such commingling of funds shall not be permitted at any time
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during which Fitch's senior long-term unsecured debt rating of BANA is below
"A." Notwithstanding such commingling of funds, the Servicer shall keep records
that accurately reflect the funds on deposit in the Servicer Custodial Account
that have been identified by it as being attributable to the Mortgage Loans it
services. The Servicer shall maintain adequate records with respect to all
withdrawals made pursuant to this Section 3.08. All funds required to be
deposited in the Servicer Custodial Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.11.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account, which shall be deemed to consist of
eleven sub-accounts. The creation of the Certificate Account shall be evidenced
by a certification substantially in the form of Exhibit F hereto. A copy of such
certification shall be furnished to the Depositor and the Servicer. The Trustee
shall, promptly upon receipt, deposit in the Certificate Account and retain
therein the following:
(i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11(a)(viii);
(ii) any amount paid by the Trustee pursuant to Section 3.08(d) in
connection with any losses on Permitted Investments with respect to the
Certificate Account; and
(iii) any other amounts deposited hereunder which are required to be
deposited in the Certificate Account.
If the Servicer shall remit any amount not required to be remitted, it may
at any time direct the Trustee to withdraw such amount from the Certificate
Account, any provision herein to the contrary notwithstanding. Such direction
may be accomplished by delivering an Officer's Certificate to the Trustee which
describes the amounts deposited in error in the Certificate Account. All funds
required to be deposited in the Certificate 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 3.11. In no event shall the
Trustee incur liability for withdrawals from the Certificate Account at the
direction of the Servicer.
(d) Each institution at which the Servicer Custodial Account or the
Certificate Account is maintained shall invest the funds therein as directed in
writing by the Servicer, in the case of the Servicer Custodial Account, or the
Trustee, in the case of the Certificate Account, in Permitted Investments, which
shall mature not later than (i) in the case of the 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 Certificate 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 Servicer as part of its Servicing
Compensation and shall be retained by it monthly as provided herein. All income
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or gain (net of any losses) realized from any such investment of funds on
deposit in the Certificate Account shall be for the benefit of the Trustee as
additional compensation and shall be retained by it monthly as provided herein.
The amount of any losses realized in the Servicer Custodial Account or the
Certificate Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Servicer in the Servicer
Custodial Account or by the Trustee in the Certificate Account, as applicable.
(e) The Servicer shall give notice to the Trustee of any proposed change of
the location of the Servicer Custodial Account maintained by the Servicer not
later than 30 days and not more than 45 days prior to any change thereof. The
Trustee shall give notice to the Servicer, each Rating Agency and the Depositor
of any proposed change of the location of the Certificate Account not later than
30 days after and not more than 45 days prior to any change thereof. The
creation of the Servicer Custodial Account shall be evidenced by a certification
substantially in the form of Exhibit F hereto. A copy of such certification
shall be furnished to the Trustee.
(f) The Trustee shall designate each of the Lower-Tier Certificate
Sub-Account, Middle-Tier Certificate Sub-Account and the Upper-Tier Certificate
Sub-Account as a sub-account of the Certificate Account. On each Distribution
Date (other than the Final Distribution Date, if such Final Distribution Date is
in connection with a purchase of the assets of the Trust Estate by the
Depositor), the Trustee shall, from funds available on deposit in the
Certificate Account, be deemed to deposit into the Lower-Tier Certificate
Sub-Account, all funds on deposit in the Loan Group 1 Sub-Account, the Loan
Group 2 Sub-Account, the Loan Group 3 Sub-Account, the Loan Group 4 Sub-Account,
the Loan Group 5 Sub-Account, the Loan Group 6 Sub-Account and the Loan Group 7
Sub-Account and immediately thereafter, be deemed to distribute to the
Middle-Tier Certificate Sub-Account, the Lower-Tier Distribution Amount. The
Trustee shall then immediately, from funds available in the Middle-Tier
Certificate Sub-Account, be deemed to deposit into the Upper-Tier Certificate
Sub-Account, the Middle-Tier Distribution Amount.
(g) (i) The Trustee shall establish and maintain the Class 2-A-4 Reserve
Fund and the Class 3-A-2 Reserve Fund, held in trust for the benefit of the
Holders of the Class 2-A-4 and 3-A-2 Certificates. The Trustee shall deposit in
the Class 2-A-4 Reserve Fund on the date received by it payments in respect of
the Class 2-A-4 Interest Rate Cap Agreement, if any, received from the Cap
Provider for the related Distribution Date. The Trustee shall deposit in the
Class 3-A-2 Reserve Fund on the date received by it payments in respect of the
Class 3-A-2 Interest Rate Cap Agreement, if any, received from the Cap Provider
for the related Distribution Date. Funds on deposit in the Class 2-A-4 Reserve
Fund and the Class 3-A-2 Reserve Fund shall remain uninvested. On each
Distribution Date, the Trustee shall withdraw from the Class 2-A-4 Reserve Fund
and the Class 3-A-2 Reserve Fund the related Interest Rate Cap Agreement
payment, if any, received in respect of such Distribution Date and shall
distribute such amount to the Class 2-A-4 and 3-A-2 Certificates, respectively.
(ii) For federal and state income tax purposes, the Holders of the
Class 2-A-4 Certificates will be deemed to be the owners of the Class 2-A-4
Reserve Fund and the Class 2-A-4 Interest Rate Cap Agreement, and the Class
2-A-4 Reserve Fund and the Class 2-A-4 Interest Rate Cap Agreement will be
assets of the Class 2-A-4 Grantor Trust as provided in Section 5.12. For
federal and state income tax purposes, the Holders of the Class 3-A-2
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Certificates will be deemed to be the owners of the Class 3-A-2 Reserve
Fund and the Class 3-A-2 Interest Rate Cap Agreement, and the Class 3-A-2
Reserve Fund and the Class 3-A-2 Interest Rate Cap Agreement will be assets
of the Class 3-A-2 Grantor Trust as provided in Section 5.12. The Class
2-A-4 Reserve Fund and the Class 3-A-2 Reserve Fund and Interest Rate Cap
Agreements will not be assets of any REMIC created hereunder, and any
payments to the Class 2-A-4 and Class 3-A-2 Certificates from the Class
2-A-4 Reserve Fund and the Class 3-A-2 Reserve Fund will not be payments
with respect to a "regular interest" in a REMIC within the meaning of Code
Section 860G(a)(1). The Class 2-A-4 Reserve Fund and the Class 3-A-2
Reserve Fund are each an "outside reserve fund" within the meaning of
Treasury Regulations ss. 1.860G-2(h) that is owned by the Holders of the
Class 2-A-4 and Class 3-A-2 Certificates, respectively.
(iii) In addition, the Trustee shall account for the rights of the
Class 2-A-4 and Class 3-A-2 Certificates to receive amounts in respect of
the Interest Rate Cap Agreements as a right in separate limited recourse
interest rate cap contracts written by the applicable Cap Provider in favor
of the Class 2-A-4 and Class 3-A-2 Certificates, respectively. Thus, for
tax purposes, each Class 2-A-4 and Class 3-A-2 Certificate shall be treated
as representing not only ownership of a "regular interest" in the related
REMIC within the meaning of Code Section 860G(a)(1), but also ownership of
an interest in a notional principal contract.
For federal tax return and information reporting purposes, the right of the
Holders of the Class 2-A-4 and Class 3-A-2 Certificates to receive payments
under the respective Interest Rate Cap Agreements shall be assumed to have a
value of zero as of the Closing Date unless and until required otherwise by an
applicable taxing authority.
(h) With respect to any remittance received by the Trustee after the day on
which such payment was due, the Servicer shall pay to the Trustee interest on
any such late payment at an annual rate equal to the Prime Rate, adjusted as of
the date of each change, but in no event greater than the maximum amount
permitted by applicable law. Such interest shall be deposited in the Certificate
Account by the Servicer on the date such late payment is made and shall cover
the period commencing with the day such payment was due and ending with the
Business Day on which such payment is made, both inclusive. Such interest shall
be remitted along with the distribution payable on the next succeeding
Remittance Date. The payment by the Servicer of any such interest shall not be
deemed an extension of time for payment or a waiver of any Event of Default. Any
payment pursuant to this paragraph made by the Servicer to the Trustee shall be
from the Servicer's own funds, without reimbursement therefor.
Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow
Accounts. (a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments in trust separate and apart from any of its own funds and general
assets and for such purpose shall establish and maintain one or more escrow
accounts (collectively, the "Escrow Account"), titled "Bank of America, National
Association, in trust for registered holders of Banc of America Funding 2007-5
Trust Mortgage Pass-Through Certificates, Series 2007-5 and various Mortgagors."
The Escrow Account shall be established with a commercial bank, a savings bank
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or a savings and loan association that meets the guidelines set forth by Xxxxxx
Xxx or Xxxxxxx Mac as an eligible institution for escrow accounts and which is a
member of the Automated Clearing House. In any case, the Escrow Account shall be
insured by the FDIC to the fullest extent permitted by law. The Servicer shall
deposit in the appropriate Escrow Account on a daily basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, (ii) all
amounts representing proceeds of any hazard insurance policy which are to be
applied to the restoration or repair of any related Mortgaged Property and (iii)
all amounts representing proceeds of any Primary Mortgage Insurance Policy.
Nothing herein shall require the Servicer to compel a Mortgagor to establish an
Escrow Account in violation of applicable law.
(b) Withdrawals of amounts so collected from the Escrow Accounts may be
made by the Servicer only (i) to effect timely payment of taxes, assessments,
mortgage insurance premiums, fire and hazard insurance premiums, condominium or
PUD association dues, or comparable items constituting Escrow Payments for the
related Mortgage, (ii) to reimburse the Servicer out of related Escrow Payments
made with respect to a Mortgage Loan for any Servicing Advance made by the
Servicer pursuant to Section 3.09(c) with respect to such Mortgage Loan, (iii)
to refund to any Mortgagor any sums determined to be overages, (iv) for transfer
to the Servicer Custodial Account upon default of a Mortgagor or in accordance
with the terms of the related Mortgage Loan and if permitted by applicable law,
(v) for application to restore or repair the Mortgaged Property, (vi) to pay to
the Mortgagor, to the extent required by law, any interest paid on the funds
deposited in the Escrow Account, (vii) to pay to itself any interest earned on
funds deposited in the Escrow Account (and not required to be paid to the
Mortgagor), (viii) to the extent permitted under the terms of the related
Mortgage Note and applicable law, to pay late fees with respect to any Monthly
Payment which is received after the applicable grace period, (ix) to withdraw
suspense payments that are deposited into the Escrow Account, (x) to withdraw
any amounts inadvertently deposited in the Escrow Account or (xi) to clear and
terminate the Escrow Account upon the termination of this Agreement in
accordance with Section 10.01. Any Escrow Account shall not be a part of the
Trust Estate.
(c) With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting the status of taxes, assessments and other charges
which are or may become a lien upon the Mortgaged Property and the status of
Primary Mortgage Insurance Policy premiums and fire and hazard insurance
coverage. The Servicer shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such purpose
deposits of the Mortgagor in the Escrow Account, if any, which shall have been
estimated and accumulated by the Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage. To the extent that a
Mortgage does not provide for Escrow Payments, the Servicer shall determine that
any such payments are made by the Mortgagor. The Servicer assumes full
responsibility for the timely payment of all such bills and shall effect timely
payments of all such bills irrespective of each Mortgagor's faithful performance
in the payment of same or the making of the Escrow Payments. The Servicer shall
advance any such payments that are not timely paid, but the Servicer shall be
required so to advance only to the extent that such Servicing Advances, in the
good faith judgment of the Servicer, will be recoverable by the Servicer out of
Insurance Proceeds, Liquidation Proceeds or otherwise.
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Section 3.10 Access to Certain Documentation and Information Regarding the
Mortgage Loans. The Servicer shall afford the Trustee reasonable access to all
records and documentation regarding the Mortgage Loans and all accounts,
insurance information and other matters relating to this Agreement, such access
being afforded without charge, but only upon reasonable request and during
normal business hours at the office designated by the Servicer.
Section 3.11 Permitted Withdrawals from the Servicer Custodial Account and
Certificate Account. (a) The Servicer may from time to time make withdrawals
from the Servicer Custodial Account, for the following purposes:
(i) to pay to the Servicer (to the extent not previously retained),
the Servicing Compensation to which it is entitled pursuant to Section
3.18;
(ii) to reimburse the Servicer for unreimbursed Advances made by it,
such right of reimbursement pursuant to this clause (ii) being limited to
amounts received on the Mortgage Loan(s) (including amounts received in
respect of BPP Mortgage Loan Payments for such Mortgage Loan) in respect of
which any such Advance was made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made, such right of reimbursement pursuant to this clause (iii)
being limited to amounts received on the Mortgage Loans contributing to the
same Loan Group as the Mortgage Loan(s) in respect of which such
Nonrecoverable Advance was made;
(iv) to reimburse the Servicer for Insured Expenses from the related
Insurance Proceeds;
(v) to pay to the purchaser, with respect to each Mortgage Loan or REO
Property that has been purchased pursuant to Section 2.02 or 2.04, all
amounts received thereon after the date of such purchase;
(vi) to reimburse the Servicer or the Depositor for expenses incurred
by any of them and reimbursable pursuant to Section 7.03;
(vii) to withdraw any amount deposited in the Servicer Custodial
Account and not required to be deposited therein;
(viii) on or prior to the Remittance Date, to withdraw an amount equal
to the aggregate Pool Distribution Amount for all Loan Groups for such
Distribution Date, to the extent on deposit, and remit such amount in
immediately available funds to the Trustee for deposit in the Certificate
Account; and
(ix) to clear and terminate the Servicer Custodial Account upon
termination of this Agreement pursuant to Section 10.01.
The Servicer shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Servicer Custodial Account pursuant to clauses (i), (ii), (iv) and (v). The
Servicer shall keep and maintain such separate accounting for each Loan Group.
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Prior to making any withdrawal from the Servicer Custodial Account pursuant to
clause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate
of a Servicing Officer indicating the amount of any previous Advance determined
by the Servicer to be a Nonrecoverable Advance and identifying the related
Mortgage Loan(s) and their respective portions of such Nonrecoverable Advance.
The Servicer shall notify the Depositor and the Trustee of the amount, purpose
and party paid pursuant to clause (vi) above.
(b) The Trustee shall be deemed to withdraw funds from the applicable
Certificate Account sub-accounts for distributions to Certificateholders in the
manner specified in this Agreement. In addition, the Trustee may from time to
time make withdrawals from the Certificate Account for the following purposes:
(i) to pay to itself as additional compensation earnings on or
investment income with respect to funds in the Certificate Account and any
other amounts due to it under this Agreement for the related Distribution
Date;
(ii) to withdraw and return to the Servicer any amount deposited in
the Certificate Account and not required to be deposited therein; and
(iii) to clear and terminate the Certificate Account upon termination
of this Agreement pursuant to Section 10.01.
The Trustee shall notify the Depositor and the Servicer of the amount and
purpose of any payments made pursuant to clause (ii) above (other than any
earnings or investment income with respect to funds in the Certificate Account).
(c) On each Distribution Date, funds on deposit in the Certificate Account
and deemed to be on deposit in the Upper-Tier Certificate Sub-Account shall be
used to make payments on the Upper Tier Interests and the Class 1-A-R
Certificate (in respect of the Class UR Interest) as provided in Sections 5.01
and 5.02. The Certificate Account shall be cleared and terminated upon
termination of this Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance. The Servicer shall cause to
be maintained for each Mortgage Loan, fire and hazard insurance with extended
coverage customary in the area where the Mortgaged Property is located in an
amount which is at least equal to the lesser of (a) the full insurable value of
the Mortgaged Property or (b) the greater of (i) the outstanding principal
balance owing on the Mortgage Loan and (ii) an amount such that the proceeds of
such insurance shall be sufficient to avoid the application to the Mortgagor or
loss payee of any coinsurance clause under the policy. If the Mortgaged Property
is in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance has
been made available) the Servicer will cause to be maintained a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration and the requirements of Xxxxxx Xxx or Xxxxxxx Mac. The
Servicer shall also maintain on REO Property, fire and hazard insurance with
extended coverage in an amount which is at least equal to the maximum insurable
value of the improvements which are a part of such property, liability insurance
and, to the extent required, flood insurance in an amount required above. Any
amounts collected by the Servicer under any such policies (other than amounts to
be deposited in an Escrow Account and applied to the restoration or repair of
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the property subject to the related Mortgage or property acquired in liquidation
of the Mortgage Loan, or to be released to the Mortgagor in accordance with
Customary Servicing Procedures) shall be deposited in the Servicer Custodial
Account, subject to withdrawal pursuant to Section 3.11(a). It is understood and
agreed that no earthquake or other additional insurance need be required by the
Servicer of any Mortgagor or maintained on REO Property, other than pursuant to
such applicable laws and regulations as shall at any time be in force and as
shall require such additional insurance. All policies required hereunder shall
be endorsed with standard mortgagee clauses with loss payable to the Servicer,
and shall provide for at least 30 days' prior written notice of any
cancellation, reduction in amount or material change in coverage to the
Servicer.
The hazard insurance policies for each Mortgage Loan secured by a unit in a
condominium development or planned unit development shall be maintained with
respect to such Mortgage Loan and the related development in a manner which is
consistent with Xxxxxx Mae requirements.
Notwithstanding the foregoing, the Servicer may maintain a blanket policy
insuring against hazard losses on all of the Mortgaged Properties relating to
the Mortgage Loans in lieu of maintaining the required hazard insurance policies
for each Mortgage Loan and may maintain a blanket policy insuring against
special flood hazards in lieu of maintaining any required flood insurance. Any
such blanket policies shall (A) be consistent with prudent industry standards,
(B) name the Servicer as loss payee, (C) provide coverage in an amount equal to
the aggregate unpaid principal balance on the related Mortgage Loans without
co-insurance, and (D) otherwise comply with the requirements of this Section
3.12. Any such blanket policy may contain a deductible clause; provided that if
any Mortgaged Property is not covered by a separate policy otherwise complying
with this Section 3.12 and a loss occurs with respect to such Mortgaged Property
which loss would have been covered by such a policy, the Servicer shall deposit
in the Servicer Custodial Account the difference, if any, between the amount
that would have been payable under a separate policy complying with this Section
3.12 and the amount paid under such blanket policy.
Section 3.13 [Reserved].
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a)
Except as otherwise provided in this Section 3.14, when any Mortgaged Property
subject to a Mortgage has been conveyed by the Mortgagor, the Servicer shall use
reasonable efforts, to the extent that it has actual knowledge of such
conveyance, to enforce any due-on-sale clause contained in any Mortgage Note or
Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing any such
due-on-sale clause, (ii) coverage under any Required Insurance Policy would be
adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the Servicer is
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authorized, subject to Section 3.14(b), to take or enter into an assumption and
modification agreement from or with the Person to whom such Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable state law,
the Mortgagor remains liable thereon; provided that the Mortgage Loan shall
continue to be covered (if so covered before the Servicer enters such agreement)
by the applicable Required Insurance Policies. The Servicer, subject to Section
3.14(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section 3.14 by reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from
preventing, for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause to the
extent set forth in Section 3.14(a), in any case in which a Mortgaged Property
has been conveyed to a Person by a Mortgagor, and such Person is to enter into
an assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage or if an instrument of release is required releasing the
Mortgagor from liability on the Mortgage Loan, the Servicer shall prepare and
execute the assumption agreement with the Person to whom the Mortgaged Property
is to be conveyed and such modification agreement or supplement to the Mortgage
Note or Mortgage or other instruments as are reasonable or necessary to carry
out the terms of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the Mortgaged Property
to such Person. In connection with any such assumption, no material term of the
Mortgage Note may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the Servicer in accordance with its
underwriting standards as then in effect. Together with each such substitution,
assumption or other agreement or instrument, the Servicer shall execute an
Officer's Certificate signed by a Servicing Officer stating that the
requirements of this subsection have been met. The Servicer shall notify the
Trustee that any such substitution or assumption agreement has been completed by
forwarding to the Trustee (or at the direction of the Trustee, the Custodian)
the Officer's Certificate described in the previous sentence and the original of
such substitution or assumption agreement, which in the case of the original
shall be added to the related Mortgage File and shall, for all purposes, be
considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. Any fee collected by the
Servicer for entering into an assumption or substitution of liability agreement
may be retained by the Servicer as additional Servicing Fee.
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO Property.
Subject to Section 3.23, the Servicer shall use reasonable efforts to foreclose
upon or otherwise comparably convert the ownership of Mortgaged Properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments. In connection with such foreclosure or other conversion, the Servicer
shall follow Customary Servicing Procedures and shall meet the requirements of
the insurer under any Required Insurance Policy. Notwithstanding the foregoing,
the Servicer shall not be required to expend its own funds in connection with
any foreclosure or towards the restoration of any Mortgaged Property unless it
shall determine (i) that such restoration and/or foreclosure will increase the
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proceeds of liquidation of the Mortgage Loan after reimbursement to itself of
such expenses and (ii) that such expenses will be recoverable to it through
proceeds of the liquidation of the Mortgage Loan (respecting which it shall have
priority for purposes of withdrawals from the Servicer Custodial Account). Any
such expenditures shall constitute Servicing Advances for purposes of this
Agreement.
With respect to any REO Property, the deed or certificate of sale shall be
taken in the name of the Trustee for the benefit of the Certificateholders, or
its nominee, on behalf of the Certificateholders. The Trustee's name shall be
placed on the title to such REO Property solely as the Trustee hereunder and not
in its individual capacity. The Servicer shall ensure that the title to such REO
Property references this Agreement and the Trustee's capacity hereunder.
Pursuant to its efforts to sell such REO Property, the Servicer shall either
itself or through an agent selected by the Servicer manage, conserve, protect
and operate such REO Property in the same manner that it manages, conserves,
protects and operates other foreclosed property for its own account and in the
same manner that similar property in the same locality as the REO Property is
managed. Incident to its conservation and protection of the interests of the
Certificateholders, the Servicer may rent the same, or any part thereof, as the
Servicer deems to be in the best interest of the Certificateholders for the
period prior to the sale of such REO Property. The Servicer shall prepare for
and deliver to the Trustee a statement with respect to each REO Property that
has been rented, if any, showing the aggregate rental income received and all
expenses incurred in connection with the management and maintenance of such REO
Property at such times as is necessary to enable the Trustee to comply with the
reporting requirements of the REMIC Provisions; provided, however, that the
Servicer shall have no duty to rent any REO Property on behalf of the Trust. The
net monthly rental income, if any, from such REO Property shall be deposited in
the Servicer Custodial Account no later than the close of business on each
Determination Date. The Servicer shall perform, with respect to the Mortgage
Loans, the tax reporting and withholding required by Sections 1445 and 6050J of
the Code with respect to foreclosures and abandonments, the tax reporting
required by Section 6050H of the Code with respect to the receipt of mortgage
interest from individuals and, if required by Section 6050P of the Code with
respect to the cancellation of indebtedness by certain financial entities, by
preparing such tax and information returns as may be required, in the form
required.
If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" (as defined in Section 860F of the Code) on
any of the Upper-Tier REMIC, the Middle-Tier REMIC or the Lower-Tier REMIC or
cause any REMIC created hereunder to fail to qualify as a REMIC at any time that
any Certificates are outstanding, or (B) the Trustee (at the Servicer's expense)
or the Servicer shall have applied for, prior to the expiration of the REO
Disposition Period, and received an extension of the REO Disposition Period in
the manner contemplated by Section 856(e)(3) of the Code. If such an Opinion of
Counsel is provided or such an exemption is obtained, the Trust may continue to
hold such Mortgaged Property (subject to any conditions contained in such
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Opinion of Counsel) for the applicable period. Notwithstanding any other
provision of this Agreement, no Mortgaged Property acquired by the Trust shall
be rented (or allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the Trust in such a manner or pursuant
to any terms that would (i) cause such Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code,
(ii) result in the receipt by any REMIC created hereunder of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or
(iii) subject any REMIC created hereunder to the imposition of any federal,
state or local income taxes on the income earned from such Mortgaged Property
under Section 860G(c) of the Code or otherwise, unless the Servicer has agreed
to indemnify and hold harmless the Trust with respect to the imposition of any
such taxes. The Servicer shall identify to the Trustee any Mortgaged Property
relating to a Mortgage Loan held by the Trust for 30 months for which no plans
to dispose of such Mortgaged Property by the Servicer have been made. After
delivery of such identification, the Servicer shall proceed to dispose of any
such Mortgaged Property by holding a commercially reasonable auction for such
property.
The income earned from the management of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances, shall be applied to
the payment of principal of and interest on the related defaulted Mortgage Loans
(solely for the purposes of allocating principal and interest, interest shall be
treated as accruing as though such Mortgage Loans were still current) and all
such income shall be deemed, for all purposes in this Agreement, to be payments
on account of principal and interest on the related Mortgage Notes and shall be
deposited into the Servicer Custodial Account. To the extent the net income
received during any calendar month is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Interest Rate
on the related Mortgage Loan for such calendar month, such excess shall be
considered to be a partial prepayment of principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well as any income
from an REO Property, will be applied in the following order of priority: first,
to reimburse the Servicer for any related unreimbursed Servicing Advances and
Servicing Fees; second, to reimburse the Servicer for any unreimbursed Periodic
Advances and to reimburse the Servicer Custodial Account for any Nonrecoverable
Advances (or portions thereof) that were previously withdrawn by the Servicer
pursuant to Section 3.11(a)(iii) that related to such Mortgage Loan; third, to
accrued and unpaid interest (to the extent no Periodic Advance has been made for
such amount or any such Periodic Advance has been reimbursed) on the Mortgage
Loan or related REO Property, at the Mortgage Interest Rate to the Due Date
occurring in the month in which such amounts are required to be distributed; and
fourth, as a recovery of principal of the Mortgage Loan. Excess Proceeds, if
any, from the liquidation of a Liquidated Mortgage Loan will be retained by the
Servicer as additional Servicing Fee pursuant to Section 3.18.
Section 3.16 Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Trustee and the
Custodian by delivering, or causing to be delivered, two copies (one of which
will be returned to the Servicer with the Mortgage File) of a Request for
Release (which may be delivered in an electronic format acceptable to the
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Trustee, the Custodian and the Servicer). Upon receipt of such request, the
Custodian shall within seven Business Days release the related Mortgage File to
the Servicer. The Trustee shall deliver to the Servicer the Mortgage Note with
written evidence of cancellation thereon. If the Mortgage has been recorded in
the name of MERS or its designee, the Servicer shall take all necessary action
to reflect the release of the Mortgage on the records of MERS. Expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall
be chargeable to the related Mortgagor. From time to time and as shall be
appropriate for the servicing or foreclosure of any Mortgage Loan, including for
such purpose collection under any policy of flood insurance, any fidelity bond
or errors or omissions policy, or for the purposes of effecting a partial
release of any Mortgaged Property from the lien of the Mortgage or the making of
any corrections to the Mortgage Note or the Mortgage or any of the other
documents included in the Mortgage File, the Custodian shall, upon delivery to
the Custodian of a Request for Release signed by a Servicing Officer, release
the Mortgage File within seven Business Days to the Servicer. Subject to the
further limitations set forth below, the Servicer shall cause the Mortgage File
so released to be returned to the Custodian when the need therefor by the
Servicer no longer exists, unless the Mortgage Loan is liquidated and the
proceeds thereof are deposited in the Servicer Custodial Account, in which case
the Servicer shall deliver to the Custodian a Request for Release, signed by a
Servicing Officer.
Upon prepayment in full of any Mortgage Loan or the receipt of notice that
funds for such purpose have been placed in escrow, the Servicer shall give an
instrument of satisfaction (or Assignment of Mortgage without recourse)
regarding the Mortgaged Property relating to such Mortgage Loan, which
instrument of satisfaction or Assignment of Mortgage, as the case may be, shall
be delivered to the Person entitled thereto against receipt of the prepayment in
full. If the Mortgage is registered in the name of MERS or its designee, the
Servicer shall take all necessary action to reflect the release on the records
of MERS. In lieu of executing such satisfaction or Assignment of Mortgage, or if
another document is required to be executed by the Trustee, the Servicer may
deliver or cause to be delivered to the Trustee, for signature, as appropriate,
any court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.
Section 3.17 Documents, Records and Funds in Possession of the Servicer to
Be Held for the Trustee. The Servicer shall transmit to the Trustee or, at the
direction of the Trustee, the Custodian as required by this Agreement all
documents and instruments in respect of a Mortgage Loan coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. The documents constituting the Servicing File shall be held by
the Servicer as custodian and bailee for the Trustee. All Mortgage Files and
funds collected or held by, or under the control of, the Servicer in respect of
any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds, including but not limited to, any funds
on deposit in the Servicer Custodial Account, shall be held by the Servicer for
and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee, subject to the applicable provisions of this Agreement.
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The Servicer also agrees that it shall not knowingly create, incur or subject
any Mortgage File or any funds that are deposited in the Servicer Custodial
Account, Certificate Account or any Escrow Account, or any funds that otherwise
are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.
Section 3.18 Servicing Fee. The Servicer shall be entitled out of each
payment of interest on a Mortgage Loan (or portion thereof) and included in the
Trust Estate to retain or withdraw from the Servicer Custodial Account an amount
equal to the Servicing Fee for such Distribution Date; provided, however, that
the aggregate Servicing Fee for the Servicer relating to the Mortgage Loans
shall be reduced (but not below zero) by an amount equal to the Compensating
Interest.
Any additional Servicing Fee shall be retained by the Servicer to the
extent not required to be deposited in the Servicer Custodial Account pursuant
to Section 3.08(b). The Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided in this
Agreement.
Section 3.19 Advances. The Servicer shall determine on or before each
Remittance Date whether it is required to make a Periodic Advance pursuant to
the definition thereof. If the Servicer determines it is required to make a
Periodic Advance, it shall, on or before the Remittance Date, either (a) deposit
into the Servicer Custodial Account an amount equal to the Advance and/or (b)
make an appropriate entry in its records relating to the Servicer Custodial
Account that any portion of the Amount Held for Future Distribution with respect
to a Loan Group in the Servicer Custodial Account has been used by the Servicer
in discharge of its obligation to make any such Periodic Advance on a Mortgage
Loan contributing to such Loan Group. Any funds so applied shall be replaced by
the Servicer by deposit in the Servicer Custodial Account no later than the
close of business on the Business Day preceding the next Remittance Date. The
Servicer shall be entitled to be reimbursed from the Servicer Custodial Account
for all Advances of its own funds made pursuant to this Section 3.19 as provided
in Section 3.11(a). The obligation to make Periodic Advances with respect to any
Mortgage Loan shall continue until the ultimate disposition of the REO Property
or Mortgaged Property relating to such Mortgage Loan. The Servicer shall inform
the Trustee of the amount of the Periodic Advance to be made by the Servicer
with respect to each Loan Group on each Remittance Date no later than the
related Remittance Date.
The Servicer shall deliver to the Trustee on the related Remittance Date an
Officer's Certificate of a Servicing Officer indicating the amount of any
proposed Periodic Advance determined by the Servicer to be a Nonrecoverable
Advance. Notwithstanding anything to the contrary, the Servicer shall not be
required to make any Periodic Advance or Servicing Advance that would be a
Nonrecoverable Advance.
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Section 3.20 Annual Statement as to Compliance. The Trustee and the
Servicer shall deliver, and the Servicer shall cause each Additional Servicer
engaged by it to deliver, in electronic form or otherwise make available to the
Depositor, the Trustee and each Rating Agency on or before March 5 of each year
or if such day is not a Business Day, the next Business Day (with a 10 calendar
day cure period, but in no event later than March 15), followed by a hard copy
within 10 calendar days, commencing in March 2008, a certificate in the form
required by Item 1123 of Regulation AB, to the effect that (i) an authorized
officer of the Trustee, the Servicer or the Additional Servicer, as the case may
be, has reviewed (or a review has been made under his or her supervision of)
such party's activities under this Agreement or such other applicable agreement
in the case of an Additional Servicer, during the prior calendar year or portion
thereof and (ii) to the best of such officer's knowledge, based on such review,
such party has fulfilled all of its obligations under this Agreement, or such
other applicable agreement in the case of an Additional Servicer, in all
material respects throughout the prior calendar year or portion thereof or, if
there has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status
thereof. Promptly after receipt of each such certificate, the Depositor shall
review such certificate and, if applicable, consult with the Servicer and the
Trustee as to the nature of any failure to fulfill any obligation under the
Agreement, or such other applicable agreement in the case of an Additional
Servicer, in any material respect.
In the event the Servicer or the Trustee is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and shall use its
reasonable efforts to cause any Additional Servicer that resigns or is
terminated under any applicable servicing agreement to provide, a Compliance
Statement pursuant to this Section 3.20 with respect to the period of time that
the Servicer or the Trustee was subject to this Agreement or such applicable
agreement in the case of an Additional Servicer or the period of time that the
Additional Servicer was subject to such other servicing agreement.
Section 3.21 Assessments of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports. (a) Each of the Servicer, the Trustee and
the Custodian, at its own expense, shall furnish, and shall cause any Servicing
Function Participant engaged by it to furnish, at such party's expense, to the
Trustee and the Depositor in electronic form, not later than March 5 of each
year or if such day is not a Business Day, the next Business Day (with a 10
calendar day cure period, but in no event later than March 15), followed by a
hard copy within 10 calendar days, commencing in March 2008, a report on an
assessment of compliance with the Servicing Criteria applicable to it that
contains (A) a statement by such party of its responsibility for assessing
compliance with the Servicing Criteria applicable to it, (B) a statement that
such party used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to it, (C) such party's assessment of compliance with the
Servicing Criteria applicable to it as of and for the fiscal year covered by the
Form 10-K required to be filed pursuant to Section 3.22, including, if there has
been any material instance of noncompliance with the Servicing Criteria
applicable to it, an identification of each such failure and the nature and
status thereof, and (D) a statement that a registered public accounting firm has
issued an attestation report on such party's assessment of compliance with the
Servicing Criteria applicable to such party as of and for such period; provided,
however that no such assessment shall be required with respect to any Servicing
Function Participant who would not be considered a separate "party participating
in the servicing function" for purposes of Item 1122 of Regulation AB, as then
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interpreted by the Securities and Exchange Commission. In the event of any
disagreement among any of the parties hereto regarding the application of the
Securities and Exchange Commission's interpretation to a particular Servicing
Function Participant, the determination of the Servicer shall be binding.
Within 10 calendar days of receipt of such Assessments of Compliance, the
Trustee shall confirm that the Assessments of Compliance, taken individually
address the Relevant Servicing Criteria for each party as set forth on Exhibit P
and notify the Depositor of any exceptions. None of such parties shall be
required to deliver any such Assessments of Compliance until April 15 in any
given year so long as it has received written confirmation from the Depositor
that a Form 10-K is not required to be filed in respect of the Trust for the
preceding calendar year. The Custodian and any Servicing Function Participant
engaged by it shall not be required to deliver or cause the delivery of such
Assessments of Compliance in any given year that a Form 10-K is not required to
be filed in respect of the Trust for the preceding fiscal year; provided,
however, the Custodian shall deliver to the Depositor on or before March 15th of
any such year in which the Custodian is not required to deliver an Assessment of
Compliance with respect to any other transaction for which the Depositor is the
depositor, a copy of the Assessment of Compliance for the preceding fiscal year
prepared by the Custodian relating to the Custodian's servicing platform with
respect to asset-backed securities that are backed by assets of the type backing
the Offered Certificates.
(b) Each of the Servicer and the Trustee and the Custodian, at its own
expense, shall cause, and shall cause any Servicing Function Participant engaged
by it from which an assessment of servicing compliance is required pursuant to
Section 3.21(a), at such party's expense, to cause, not later than March 5 of
each year or if such day is not a Business Day, the next Business Day (with a 10
calendar day cure period), commencing in March 2008, a registered public
accounting firm (which may also render other services to the Servicer, the
Trustee, the Custodian or such other Servicing Function Participants, as the
case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish electronically a report to the Depositor (with a hard
copy to follow within 10 calendar days), to the effect that (i) it has obtained
a representation regarding certain matters from the management of such party,
which includes an assertion that such party has complied with the Servicing
Criteria applicable to it, and (ii) on the basis of an examination conducted by
such firm in accordance with standards for attestation engagements issued or
adopted by the Public Company Accounting Oversight Board, it is expressing an
opinion as to whether such party's assessment of compliance with the Servicing
Criteria was fairly stated in all material respects, or it cannot express an
overall opinion regarding such party's assessment of compliance with the
Servicing Criteria. In the event that an overall opinion cannot be expressed,
such registered public accounting firm shall state in such report why it was
unable to express such an opinion. Such report must be available for general use
and not contain restricted use language. If requested by the Depositor, such
report shall contain or be accompanied by a consent of such accounting firm to
inclusion or incorporation of such report in the Depositor's registration
statement on Form S-3 relating to the Offered Certificates and the Form 10-K for
the Trust.
Within 10 calendar days of receipt of such Attestation Reports, the Trustee
shall confirm that each Assessment of Compliance is coupled with a related
Attestation Report and shall notify the Depositor of any exceptions. None of the
Servicer, the Trustee or any Servicing Function Participant engaged by such
parties shall be required to deliver or cause the delivery of such Attestation
Reports until April 15 in any given year so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed in
respect of the Trust for the preceding fiscal year. The Custodian and any
Servicing Function Participant engaged by it shall not be required to deliver or
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cause the delivery of such Attestation Report in any given year that a Form 10-K
is not required to be filed in respect of the Trust for the preceding fiscal
year; provided, however, the Custodian shall deliver to the Depositor on or
before March 15th of any such year in which the Custodian is required to deliver
an Assessment of Compliance pursuant to the proviso in the last paragraph of
Section 3.21(a), a copy of an attestation report relating to such Assessment of
Compliance.
(c) No later than 30 days following the end of each fiscal year for the
Trust for which a Form 10-K is required to be filed, (i) the Servicer shall
forward to the Depositor the name of each Servicing Function Participant engaged
by it and what Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Function Participant, (ii) the Trustee
shall forward to the Depositor the name of each Servicing Function Participant
engaged by it and what Servicing Criteria will be addressed in the report on
assessment of compliance prepared by such Servicing Function Participant and
(iii) the Custodian shall forward to the Depositor the name of each Servicing
Function Participant engaged by it and what Servicing Criteria will be addressed
in the report on assessment of compliance prepared by such Servicing Function
Participant, in each case to the extent of any change from the prior year's
notice, if any.
Section 3.22 Reports to the Securities and Exchange Commission. (a) The
Trustee and the Servicer shall reasonably cooperate with the Depositor to enable
the Depositor to satisfy its reporting requirements under the Exchange Act and
the parties hereto shall reasonably cooperate to enable the Securities and
Exchange Commission requirements with respect to the Depositor to be met in the
event that the Securities and Exchange Commission issues additional interpretive
guidelines or promulgates rules or regulations, or in the event of any other
change of law that would require reporting arrangements or the allocation of
responsibilities with respect thereto, as described in this Section 3.22, to be
conducted or allocated in a different manner. Without limiting the generality of
the foregoing, the Trustee shall prepare on behalf of the Depositor any Current
Reports on Form 8-K (each, a "Form 8-K"), Distribution Reports on Form 10-D
(each, a "Form 10-D") and Annual Reports on Form 10-K (each, a "Form 10-K") as
required by the Exchange Act and the rules and regulations of the Securities and
Exchange Commission thereunder, the Depositor shall sign such forms and the
Trustee shall file (via the Securities and Exchange Commission's Electronic Data
Gathering and Retrieval System) such forms on behalf of the Depositor.
Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in
connection with the issuance of the Certificates.
(b) Each Form 10-D shall be filed by the Trustee within 15 days after each
Distribution Date and will include a copy of the monthly statement to
Certificateholders delivered pursuant to Section 5.05(b) (each, a "Distribution
Date Statement") for such Distribution Date as an exhibit thereto. In addition,
the Trustee shall include under Item 1 of each Form 10-D any information
required by Item 1121 of Regulation AB to the extent relevant that is not
included on the Distribution Date Statement. Any information in addition to the
Distribution Date Statement and any other information required by Item 1121 of
Regulation AB ("Additional Form 10-D Information") shall be determined by the
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party preparing such information as set forth on Exhibit Q hereto and the
Trustee shall compile such information pursuant to the following paragraph. The
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Information, except to the extent of its
obligations as set forth in the next paragraph.
As set forth on Exhibit Q hereto, within 5 calendar days after the related
Distribution Date, certain parties hereto shall be required to provide to the
Trustee (at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to
(000) 000-0000) and the Depositor, to the extent known by such parties, in
XXXXX-compatible format, or in such other form as otherwise agreed upon by the
Trustee and such party, (i) any Additional Form 10-D Information, if applicable
and (ii) the Depositor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Additional Form 10-D Information (other
than with respect to Additional Form 10-D Information provided by the Trustee).
The Depositor will be responsible for all reasonable fees and expenses assessed
or incurred by the Trustee in connection with including any Additional Form 10-D
Information on Form 10-D pursuant to this paragraph, including converting any
such information to an XXXXX-compatible format.
After preparing the Form 10-D, the Trustee shall forward electronically a
draft copy of the Form 10-D to the Depositor for review no later than the 10th
calendar day after the Distribution Date. Within two Business Days after receipt
of such copy, but no later than the 12th calendar day after the Distribution
Date, the Depositor shall notify the Trustee in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-D. In the absence
of receipt of any written changes or approval by the due date specified herein,
the Trustee shall be entitled to assume that such Form 10-D is in final form and
may proceed with the execution and filing of the Form 10-D. No later than 2
Business Days prior to the 15th calendar day after the related Distribution
Date, the Depositor shall sign the Form 10-D and return an electronic or fax
copy of such signed Form 10-D (with an original executed hard copy to
immediately follow) to the Trustee. If a Form 10-D cannot be filed on time or if
a previously filed Form 10-D needs to be amended, the Trustee will follow the
procedures set forth in Section 3.22(e). Form 10-D requires the registrant to
indicate (by checking "yes" or "no") that it "(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days." The Depositor hereby instructs the Trustee, with respect to each Form
10-D to check "yes" for each item unless the Trustee has received timely prior
written notice from the Depositor no later than the 5th calendar day after the
Distribution Date that the answer should be "no" for an item. Promptly (but no
later than one Business Day) after filing with the Securities and Exchange
Commission, the Trustee will make available on its internet website a final
executed copy of each Form 10-D prepared and filed by the Trustee. The Trustee
shall have no liability for any loss, expense, damage or claim arising out of or
with respect to any failure to properly prepare and/or timely file such Form
10-D, where such failure results from the Trustee's inability or failure to
obtain or receive, on a timely basis, any information from any party hereto
(other than the Trustee or any Servicing Function Participant utilized by the
Trustee) needed to prepare, arrange for execution or file such Form 10-D, not
resulting from its own negligence, bad faith or willful misconduct.
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(c) On or before 90 days after the end of each fiscal year of the Trust (or
such earlier date as may be required by the Exchange Act and the rules and
regulations of the Securities and Exchange Commission) (the "10-K Filing
Deadline") commencing in 2008, the Trustee shall file a Form 10-K, in form and
substance as required by applicable law or applicable Securities and Exchange
Commission staff interpretations. Each such Form 10-K shall include the
following items, in each case to the extent they have been delivered to the
Trustee within the applicable time frames set forth in this Agreement: (i) an
annual compliance statement for the Trustee, the Servicer and each Additional
Servicer, as described under Section 3.20, (ii)(A) the annual reports on
assessment of compliance with Servicing Criteria for the Servicer, the Trustee,
the Custodian and each Servicing Function Participant, as described under
Section 3.21, and (B) if the Servicer's, the Trustee's or each Servicing
Function Participant's report on assessment of compliance with Servicing
Criteria described under Section 3.21 identifies any material instance of
noncompliance or is not included, disclosure identifying such instance of
noncompliance or disclosure that such report is not included and an explanation;
provided, however, that the Trustee, at its discretion, may omit from the Form
10-K any Assessment of Compliance described in this clause (ii) or Attestation
Report described in clause (iii) below that is not required to be filed with
such Form 10-K pursuant to Regulation AB; thereof, as the case may be, (iii)(A)
the registered public accounting firm attestation report for the Servicer, the
Trustee, the Custodian and each Servicing Function Participant, as described
under Section 3.21, and (B) if any registered public accounting firm attestation
report described under Section 3.21 identifies any material instance of
noncompliance or is not included, disclosure identifying such instance of
noncompliance or disclosure that such report is not included and an explanation
thereof, as the case may be, and (iv) a Certification as described in this
Section 3.22(c). Any information in addition to (i) through (iv) above that is
required to be included on Form 10-K ("Additional Form 10-K Information") shall
be prepared by the party responsible for preparing such information as set forth
on Exhibit R hereto and the Trustee shall compile such information pursuant to
the following paragraph. The Trustee will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-K Information,
except to the extent of its obligations as set forth in the next paragraph.
As set forth on Exhibit R hereto, no later than March 1st of each year that
the Trust is subject to the Exchange Act reporting requirements, commencing in
2008, certain parties to this Agreement shall be required to provide to the
Trustee (at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to
(000) 000-0000) and the Depositor, to the extent known by such applicable
parties, in XXXXX-compatible format, or in such other form as otherwise agreed
upon by the Trustee and such party, (i) any Additional Form 10-K Information, if
applicable and (ii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Information (other than with respect to Additional Form 10-K Information
provided by the Trustee). The Depositor will be responsible for all reasonable
fees and expenses assessed or incurred by the Trustee in connection with
including any Additional Form 10-K Information on Form 10-K pursuant to this
paragraph, including converting any such information to an XXXXX-compatible
format.
After preparing the Form 10-K, the Trustee shall forward electronically a
draft copy of the Form 10-K to the Depositor for review. No later than the close
of business on the fourth Business Day prior to the 10-K Filing Deadline, a
senior officer in charge of securitization of the Depositor shall sign the Form
10-K and return an electronic or fax copy of such signed Form 10-K, together
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with a signed copy of the certification (the "Certification") attached hereto as
Exhibit O and required to be included with each Form 10-K pursuant to the
Xxxxxxxx-Xxxxx Act of 2002, as amended (with an original executed hard copy of
each to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Trustee will
follow the procedures set forth in Section 3.22(e). Form 10-K requires the
registrant to indicate (by checking "yes" or "no") that it "(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days." The Depositor hereby represents to the
Trustee that the Depositor has filed all such required reports during the
preceding 12 months and that it has been subject to such filing requirement for
the past 90 days. The Depositor shall notify the Trustee in writing, no later
than March 15th with respect to the filing of a report on Form 10-K, if the
answer to either question should be "no." The Trustee shall be entitled to rely
on such representations in preparing, executing and/or filing any such report.
Promptly (but no later than one Business Day) after filing with the Securities
and Exchange Commission, the Trustee will make available on its internet website
a final executed copy of each Form 10-K prepared and filed by the Trustee. The
parties to this Agreement acknowledge that the performance by the Trustee of its
duties under this Section 3.22(c) relating to the timely preparation and filing
of Form 10-K is contingent upon such parties (and any Additional Servicer or
Servicing Function Participant) strictly observing all applicable deadlines in
the performance of their duties under this Section 3.22, Section 3.20 and
Section 3.21. The Trustee shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare and/or
timely file such Form 10-K, where such failure results from the Trustee's
inability or failure to obtain or receive, on a timely basis, any information
from any party hereto (other than the Trustee or any Servicing Function
Participant utilized by the Trustee) needed to prepare, arrange for execution or
file such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.
For so long as the Trust is subject to the reporting requirements of the
Exchange Act, the Trustee shall provide to the Depositor, on or before March 5
of each year or if such day is not a Business Day, the next Business Day (with a
10 calendar day cure period), followed by a hard copy within 10 days, commencing
in March 2008, and otherwise within a reasonable period of time upon request, a
certification in the form attached hereto as Exhibit T. In the event the Trustee
is terminated or resigns pursuant to the terms of this Agreement, such Trustee
shall provide a certification in the form attached hereto as Exhibit T with
respect to the period of time it was subject to this Agreement. In addition, the
Trustee shall indemnify and hold harmless the Depositor, the Servicer and the
Sponsor and their officers, directors and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon any inaccuracy in (i) the assessment of compliance with the Servicing
Criteria pursuant to Section 3.19 provided by Trustee or any Servicing Function
Participant appointed by the Trustee and (ii) the certification provided by the
Trustee pursuant to this Section 3.22(c), any breach of the obligations under
Sections 3.19 and 3.22(c) of the Trustee or any Servicing Function Participant
appointed by the Trustee or the Trustee's or such Servicing Function
Participant's negligence, bad faith or willful misconduct in connection
therewith. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor, the Servicer and the Sponsor and
their officers, directors and affiliates, then the Trustee agrees that it shall
contribute to the amount paid or payable by the Depositor, the Servicer and the
Sponsor, any of their officers, directors or affiliates as a result of the
losses, claims, damages or liabilities of the Depositor, the Servicer or the
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Sponsor, any of their officers, directors or affiliates in such proportion as is
appropriate to reflect the relative fault of the Depositor, the Servicer and the
Sponsor and each of their officers, directors and affiliates on the one hand and
the Trustee on the other in connection with a breach of the Trustee's
obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or
willful misconduct in connection therewith.
(d) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and
also if requested by the Depositor, the Trustee shall prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act, provided that the
Depositor shall file the initial Form 8-Ks in connection with the issuance of
the Certificates. Any information related to a Reportable Event or that is
otherwise required to be included on Form 8-K (such information, "Form 8-K
Information") shall be reported to the Depositor and the Trustee by the parties
set forth on Exhibit S hereto and compiled by the Trustee pursuant to the
following paragraph. The Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Information or any Form 8-K,
except to the extent of its obligations as set forth in the next paragraph.
As set forth on Exhibit S hereto, for so long as the Trust is subject to
the Exchange Act reporting requirements, no later than 12:00 noon on the second
Business Day after the occurrence of a Reportable Event certain parties to this
Agreement shall be required to provide to the Trustee (at
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to (000) 000-0000)
and to the Depositor and the Trustee, to the extent known by such applicable
parties, in XXXXX-compatible format, or in such other form as otherwise agreed
upon by the Trustee and such party, (i) any Form 8-K Information, if applicable
and (ii) the Depositor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Additional Form 8-K Information (other
than with respect to Additional Form 8-K Information provided by the Trustee).
The Depositor will be responsible for all reasonable fees and expenses assessed
or incurred by the Trustee in connection with including any Form 8-K Information
on Form 8-K pursuant to this paragraph, including converting any such
information to an XXXXX-compatible format.
After preparing the Form 8-K, the Trustee shall forward electronically a
draft copy of the Form 8-K to the Depositor for review, verification and
execution by the Depositor. No later than 12:00 noon on the fourth Business Day
after the Reportable Event, an officer of the Depositor shall sign the Form 8-K
and return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Trustee. Promptly (but no
later than one Business Day) after filing with the Securities and Exchange
Commission, the Trustee will, make available on its internet website a final
executed copy of each Form 8-K prepared and filed by it. If a Form 8-K cannot be
filed on time or if a previously filed Form 8-K needs to be amended, the Trustee
will follow the procedures set forth in Section 3.22(e). The Depositor
acknowledges that the performance by the Trustee of its duties under this
Section 3.22(d) related to the timely preparation and filing of Form 8-K is
contingent upon the parties to this Agreement and any other Person obligated to
provide Form 8-K Information as set forth on Exhibit S hereto, observing all
applicable deadlines in the performance of their duties under this Section
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3.22(d). The Trustee shall have no liability for any loss, expense, damage or
claim arising out of or with respect to any failure to properly prepare and/or
timely file such Form 8-K, where such failure results from the Trustee's
inability or failure to obtain or receive, on a timely basis, any information
from any party hereto (other than the Trustee or any Servicing Function
Participant utilized by the Trustee) needed to prepare, arrange for execution or
file such Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.
(e) In the event that the Trustee is unable to timely file with the
Securities and Exchange Commission all or any required portion of any Form 8-K,
Form 10-D or Form 10-K required to be filed by this Agreement because required
information was either not delivered to it or delivered to it after the delivery
deadlines set forth in this Agreement or for any other reason, the Trustee will
immediately notify the Depositor. In the case of Form 10-D and Form 10-K, the
Depositor, Servicer and Trustee will cooperate to prepare and file a Form 12b-25
pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
Trustee will, upon receipt of all information required to be included on Form
8-K, and upon approval and direction of the Depositor, include such disclosure
in the filing of such Form 8-K or include such disclosure on the next Form 10-D.
Within 5 calendar days following the original due date of the Form 10-D, the
Trustee shall prepare and file the related Form 10-D. Within 15 calendar days
following the original due date of the Form 10-K, the Trustee shall prepare and
file the related Form 10-K. In the event that any previously filed Form 8-K,
Form 10-D or Form 10-K needs to be amended, the party to this Agreement deciding
that an amendment to such Form 8-K, Form 10-D or Form 10-K is required will
notify the Depositor and the Trustee and such parties will cooperate to prepare
any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or any
amendment to Form 10-D or Form 10-K shall be signed by a senior officer in
charge of securitization of the Depositor. Any amendment to Form 8-K or any Form
15 (as described in Section 3.22(g)) shall be signed by an officer of the
Depositor. The Depositor and Servicer acknowledge that the performance by the
Trustee of its duties under this Section 3.22(e) related to the timely
preparation and filing of a Form 12b-25 or any amendment to Form 8-K, Form 10-D
or Form 10-K is contingent upon the Servicer and the Depositor performing their
duties under this Section. The Trustee shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare and/or timely file any such Form 12b-25 or any amendments to Form 8-K,
Form 10-D or Form 10-K, where such failure results from the Trustee's inability
or failure to obtain or receive, on a timely basis, any information from any
other party hereto (other than the Trustee or any Servicing Function Participant
utilized by the Trustee) needed to prepare, arrange for execution or file such
Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.
(f) Upon any filing with the Securities and Exchange Commission, the
Trustee shall promptly make available to the Depositor a copy of any such
executed report, statement or information.
(g) The obligations set forth in paragraphs (a) through (f) of this Section
shall only apply with respect to periods for which the Trustee is obligated to
file reports on Form 8-K, 10-D or 10-K. Unless otherwise instructed by the
Depositor, on or prior to January 30th of the first year in which the Trustee is
permitted to do so under Section 15(d) of the Exchange Act and other applicable
law and regulations, the Trustee shall prepare and file with the Securities and
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Xxxxxxxx Xxxxxxxxxx a Form 15 Suspension Notification with respect to the Trust,
with a copy to the Depositor. At any time after the filing of a Form 15
Suspension Notification, if the number of Certificateholders of record exceeds
the number set forth in Section 15(d) of the Exchange Act or the regulations
promulgated pursuant thereto which would cause the Trust to again become subject
to the reporting requirements of the Exchange Act, the Trustee shall recommence
preparing and filing reports on Form 8-K, Form 10-D and 10-K as required
pursuant to this Section and the parties hereto will again have the obligations
set forth in paragraphs (a) through (f) of this Section.
(h) The Depositor, the Trustee and the Servicer shall notify the Depositor
and the Trustee of any proceedings of the type described in Item 1117 of
Regulation AB, together with a description thereof, within five Business Days of
any such party's knowledge thereof. In addition, the Depositor, the Trustee and
the Servicer shall notify the Depositor and the Trustee of any affiliations or
relationships that develop following the Closing Date between the Depositor, the
Trustee or the Servicer and any of parties listed in Item 1119 of Regulation AB,
together with a description thereof, within five Business Days of any such
party's knowledge thereof.
Section 3.23 Modifications, Waivers, Amendments and Consents. (a) Subject
to this Section 3.23, the Servicer may agree to any modification, waiver,
forbearance, or amendment of any term of any Mortgage Loan without the consent
of the Trustee or any Certificateholder. All modifications, waivers,
forbearances or amendments of any Mortgage Loan shall be in writing and shall be
consistent with Customary Servicing Procedures.
(b) The Servicer shall not agree to enter into, and shall not enter into,
any modification, waiver (other than a waiver referred to in Section 3.14, which
waiver, if any, shall be governed by Section 3.14), forbearance or amendment of
any term of any Mortgage Loan if such modification, waiver, forbearance, or
amendment would:
(i) forgive principal owing under such Mortgage Loan or permanently
reduce the interest rate on such Mortgage Loan;
(ii) affect the amount or timing of any related payment of
principal, interest or other amount payable thereunder;
(iii) in the Servicer's judgment, materially impair the security
for such Mortgage Loan or reduce the likelihood of timely payment of
amounts due thereon; or
(iv) otherwise constitute a "significant modification" within the
meaning of Treasury Regulations Section 1.860G-2(b);
unless, in the case of clauses (ii) through (iv) above, (A) such Mortgage Loan
is 90 days or more past due or (B) the Servicer delivers to the Trustee an
Opinion of Counsel to the effect that such modification, waiver, forbearance or
amendment would not affect the REMIC status of any of the Upper-Tier REMIC, the
Middle-Tier REMIC or the Lower-Tier REMIC. Notwithstanding the foregoing, no
Opinion of Counsel need be delivered if the purpose of the modification is to
reduce the Monthly Payment on a Mortgage Loan as a result of a partial Principal
Prepayment; provided that the Mortgage Loan is fully amortized by its original
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maturity date. Subject to Customary Servicing Procedures, the Servicer may
permit a forbearance for a Mortgage Loan which in the Servicer's judgment is
subject to imminent default.
(c) The Servicer may, as a condition to granting any request by a Mortgagor
for consent, modification, waiver, forbearance or amendment, the granting of
which is within the Servicer's discretion pursuant to the Mortgage Loan and is
permitted by the terms of this Agreement, require that such Mortgagor pay to the
Servicer, as additional Servicing Compensation, a reasonable or customary fee
for the additional services performed in connection with such request, together
with any related costs and expenses incurred by the Servicer, which amount shall
be retained by the Servicer as additional Servicing Compensation.
(d) The Servicer shall notify the Depositor and the Trustee, in writing, of
any modification, waiver, forbearance or amendment of any term of any Mortgage
Loan and the date thereof, and shall deliver to the Trustee (or, at the
direction of the Trustee, the Custodian) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification,
waiver, forbearance or amendment, promptly (and in any event within ten Business
Days) following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and
(ii) shall deliver to the Trustee such document, with evidence of notification
upon receipt thereof from the public recording office.
ARTICLE IV
SERVICER'S CERTIFICATE
Section 4.01 Servicer's Certificate.
Each month, not later than 12:00 noon Eastern time on the 18th calendar day
of such month (or if such day is not a Business Day, the following Business
Day), the Servicer shall deliver to the Trustee, the Servicer's Certificate (in
substance and format mutually acceptable to the Servicer and the Trustee)
certified by a Servicing Officer setting forth the information necessary in
order for the Trustee to perform its obligations under this Agreement. The
Trustee may conclusively rely upon the information contained in the Servicer's
Certificate delivered by the Servicer for all purposes hereunder and shall have
no duty to verify or re-compute any of the information contained therein.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;REMIC
ADMINISTRATION
Section 5.01 Distributions.
On each Distribution Date, based solely on the information in the
Servicer's Certificate, the Trustee shall distribute or be deemed to distribute
out of the Certificate Account, the Exchangeable Certificates Grantor Trust
Account, the Lower-Tier Certificate Sub-Account, the Middle-Tier Certificate
Sub-Account or the Upper-Tier Certificate Sub-Account, as applicable (to the
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extent funds are available therein), to each Certificateholder of record on the
related Record Date (other than as provided in Section 10.01 respecting the
final distribution) (a) by check mailed to such Certificateholder entitled to
receive a distribution on such Distribution Date at the address appearing in the
Certificate Register, or (b) upon written request by the Holder of a Certificate
(other than a Residual Certificate), by wire transfer or by such other means of
payment as such Certificateholder and the Trustee shall agree upon, such
Certificateholder's Percentage Interest in the amount to which the related Class
of Certificates is entitled in accordance with the priorities set forth below in
Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the
Servicer or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.
Amounts distributed with respect to any Class of Certificates shall be
applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02 Priorities of Distributions on the Certificates.
(a) On each Distribution Date, the Trustee shall withdraw from the
Certificate Account (to the extent funds are available therein) (1) to the
extent not previously paid, the amounts payable to the Servicer and the Trustee
pursuant to Section 3.08(d) and Section 3.11 and shall pay such funds to itself,
the Servicer and the Trustee, as applicable, and (2) based solely on the
information contained in the Servicer's Certificate, the Pool Distribution
Amount for the related Loan Group, and shall apply such funds, first, to
distributions in respect of the Uncertificated Lower-Tier Interests, and then to
the Uncertificated Middle-Tier Interests as specified in this Section 5.02(a)
and then to distributions on the Certificates, paying Group 1 solely from the
Pool Distribution Amount for Loan Group 1, paying Group 2 solely from the Pool
Distribution Amount for Loan Group 2, paying Group 3 solely from the Pool
Distribution Amount for Loan Group 3, paying Group 4 solely from the Pool
Distribution Amount for Loan Group 4, paying Group 5 solely from the Pool
Distribution Amount for Loan Group 5, paying Group 6 solely from the Pool
Distribution Amount for Loan Group 6, paying Group 7 solely from the Pool
Distribution Amount for Loan Group 7, paying the Class X-B Certificates from the
remaining combined Pool Distribution Amounts from the Crossed Loan Group and
paying the Class 7-B Certificates from the remaining Pool Distribution Amount
from Loan Group 7 in the following order of priority and to the extent of such
funds:
(i) concurrently, to each Class of Senior Certificates and each Non-PO
Component of such Group, an amount allocable to interest equal to the
Interest Distribution Amount for each such Class and the Component Interest
Distribution Amount for each such Non-PO Component and any shortfall being
allocated among such Classes and Components in proportion to the amount of
the Interest Distribution Amount or Component Interest Distribution Amount
that would have been distributed in the absence of such shortfall;
provided, however, that until the applicable Accretion Termination Date,
amounts that would have been distributed pursuant to this clause to the
Class C-A-5-1 and Class C-A-5-2 Components will instead be distributed in
reduction of the Component Balances of the Components specified in Section
5.02(b);
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(ii) (a) concurrently, in the case of Group 1 (x) to the Senior Non-PO
Certificates of Group 1 and (y) to the Class 1-A-PO Component, pro rata,
based on the Senior Principal Distribution Amount for Group 1 and
applicable PO Principal Amount, (1) to the Senior Non-PO Certificates, in
an aggregate amount up to the Senior Principal Distribution Amount for Loan
Group 1, such distribution to be allocated among such Classes in accordance
with Section 5.02(b) and (2) to the Class 1-A-PO Component, up to the
applicable PO Principal Amount, (b) in the case of Group 2, to the Senior
Non-PO Certificates and Non-PO Components of Group 2, in an aggregate
amount up to the Senior Principal Distribution for Loan Group 2, such
distribution to be allocated among such Classes and Components in
accordance with Section 5.02(b), (c) in the case of Group 3, to the Senior
Non-PO Certificates and Non-PO Components of Group 3, in an aggregate
amount up to the Senior Principal Distribution for Loan Group 3, such
distribution to be allocated among such Classes and Components in
accordance with Section 5.02(b), (d) in the case of Group 4, to the Senior
Non-PO Certificates and Non-PO Components of Group 4, in an aggregate
amount up to the Senior Principal Distribution for Loan Group 4, such
distribution to be allocated among such Classes and Components in
accordance with Section 5.02(b), (e) concurrently, in the case of Group 5,
(x) to the Senior Non-PO Certificates of Group 5 and (y) to the Class
5-A-PO Component, pro rata, based on their respective Senior Principal
Distribution Amount and applicable PO Principal Amount, (1) to the Senior
Non-PO Certificates of Group 5, in an aggregate amount up to the Senior
Principal Distribution Amount for Loan Group 5, such distribution to be
allocated among such Classes and Components in accordance with Section
5.02(b) and (2) to the Class 5-A-PO Component, up to the applicable PO
Principal Amount, (f) in the case of Group 6, to the Senior Non-PO
Certificates and Non-PO Components of Group 6, in an aggregate amount up to
the Senior Principal Distribution for Loan Group 6, such distribution to be
allocated among such Classes and Components in accordance with Section
5.02(b), (g) concurrently, in the case of Group 7, (x) to the Senior Non-PO
Certificates and Non-PO Components of Group 7 and (y) to the Class 7-A-PO
Component, pro rata, based on their respective Senior Principal
Distribution Amount and applicable PO Principal Amount, (1) to the Senior
Non-PO Certificates of Group 7, in an aggregate amount up to the Senior
Principal Distribution Amount for Loan Group 7, such distribution to be
allocated among such Classes and Components in accordance with Section
5.02(b) and (2) to the Class 7-A-PO Component, up to the applicable PO
Principal Amount;
(iii) (a) with respect to Group 1 and Group 5, to the PO Component of
each Related Group, to pay any applicable PO Deferred Amounts (after giving
effect to the distribution to such PO Component of the PO Recovery for the
related Loan Group), up to the Subordinate Principal Distribution Amounts
for the Crossed Loan Groups from amounts otherwise distributable to the
Class X-B Certificates, first to the Class X-B-6 Certificates pursuant to
clause (iv)(A)(12) below, second to the Class X-B-5 Certificates, pursuant
to clause (iv)(A)(10) below, third to the Class X-B-4 Certificates,
pursuant to clause (iv)(A)(8) below, fourth to the Class X-B-3
Certificates, pursuant to clause (iv)(A)(6) below, fifth to the Class X-B-2
Certificates, pursuant to clause (iv)(A)(4) below and finally to the Class
X-B-1 Certificates, pursuant to clause (iv)(A)(2) below and (b) with
respect to Group 7, to the Class 7-A-PO Component, to pay any applicable PO
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Deferred Amounts (after giving effect to the distribution to the Class
7-A-PO Component of the PO Recovery for Loan Group 7), up to the
Subordinate Principal Distribution Amount for the Loan Group 7 from amounts
otherwise distributable to the Class X-B Certificates, first to the Class
7-B-6 Certificates pursuant to clause (iv)(B)(12) below, second to the
Class 7-B-5 Certificates, pursuant to clause (iv)(B)(10) below, third to
the Class 7-B-4 Certificates, pursuant to clause (iv)(B)(8) below, fourth
to the Class 7-B-3 Certificates, pursuant to clause (iv)(B)(6) below, fifth
to the Class 7-B-2 Certificates, pursuant to clause (iv)(B)(4) below and
finally to the Class 7-B-1 Certificates, pursuant to clause (iv)(B)(2)
below;
(iv) concurrently, as follows:
(A) to each Class of Class X-B Certificates, subject to paragraph
(d) below, in the following order of priority:
(1) to the Class X-B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(2) to the Class X-B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(3) to the Class X-B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(4) to the Class X-B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(5) to the Class X-B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(6) to the Class X-B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(7) to the Class X-B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(8) to the Class X-B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
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any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(9) to the Class X-B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(10) to the Class X-B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(11) to the Class X-B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date; and
(12) to the Class X-B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date less
any amount used to pay the applicable PO Deferred Amounts pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(B) to each Class of Class 7-B Certificates, subject to paragraph
(d) below, in the following order of priority:
(1) to the Class 7-B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(2) to the Class 7-B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to zero;
(3) to the Class 7-B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(4) to the Class 7-B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to zero;
(5) to the Class 7-B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(6) to the Class 7-B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to zero;
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(7) to the Class 7-B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(8) to the Class 7-B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to zero;
(9) to the Class 7-B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date;
(10) to the Class 7-B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to zero;
(11) to the Class 7-B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for
such Distribution Date; and
(12) to the Class 7-B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to zero;
(v) to the Holder of the Class 1-A-R Certificate (in respect of the
Class UR Interest, the Class MR Interest or the Class LR Interest, as
applicable), any amounts remaining in the Upper-Tier Certificate
Sub-Account, the Middle-Tier Certificate Sub-Account and the Lower-Tier
Certificate Sub-Account and any remaining Pool Distribution Amounts.
No Class of Certificates or Components will be entitled to any
distributions with respect to the amount payable pursuant to clause (ii) of the
definition of "Interest Distribution Amount" or clause (ii) of the definition of
"Component Interest Distribution Amount" after its Class Certificate Balance,
Component Balance or Notional Amount, as the case may be, has been reduced to
zero.
All distributions in respect of the Interest Distribution Amount for a
Class or the Component Interest Distribution Amount for a Component will be
applied first with respect to the amount payable pursuant to clause (i) of the
definition of "Interest Distribution Amount," or "Component Interest
Distribution Amount," as applicable, and second with respect to the amount
payable pursuant to clause (ii) of such definitions.
On each Distribution Date, the Trustee shall distribute any Reimbursement
Amount received with respect to a Loan Group sequentially to each related Class
of Certificates then outstanding which bore the loss to which such Reimbursement
Amount relates, beginning with the most senior of such Classes of Certificates,
up to, with respect to each Class, the amount of loss borne by such Class. Any
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Reimbursement Amount remaining after the application described in the preceding
sentence shall be included in the Pool Distribution Amount for the applicable
Loan Group.
On each Distribution Date, the Trustee shall distribute any PO Recovery to
the Holders of the Class A-PO Certificates.
In the event that on any Distribution Date, the Subordinate Principal
Distribution Amounts for the Crossed Loan Groups are insufficient to reduce the
PO Deferred Amounts of the Class 1-A-PO Component and Class 5-A-PO Component to
zero, the amount that is available shall be distributed among such Components
pro rata based on the PO Deferred Amounts.
Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, Uncertificated Accrued Interest shall be deemed distributed
in respect of the Uncertificated Lower-Tier Interests (other than the Class
1-LPO Interest, the Class 5-LPO Interest and the Class 7-LPO Interest) at the
Uncertificated Lower-Tier REMIC Pass-Through Rate thereon, plus any amounts in
respect thereof remaining unpaid from previous Distribution Dates. For purposes
of calculating Uncertificated Accrued Interest in respect of each Uncertificated
Lower-Tier Interest and any Distribution Date, Non-Supported Interest Shortfalls
and Relief Act Reductions with respect to the Mortgage Loans shall be allocated
to the related Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
Any Non-Supported Interest Shortfalls and Relief Act Reductions allocated to the
Uncertificated Lower-Tier Interests pursuant to this paragraph shall be (a) from
Non-Supported Interest Shortfalls and Relief Act Reductions allocated to the
Crossed Loan Group in the case of Uncertificated Lower-Tier Interests beginning
with the numeral "1," "2," "3," "4," "5" and "6" and (b) from Non-Supported
Interest Shortfalls and Relief Act Reductions allocated to Loan Group 7 in the
case of Uncertificated Lower-Tier Interests beginning with the numeral "7."
All distributions of principal shall be made first to the Class 1-LPO
Interest, Class 5-A-PO Interest and Class 7-A-PO Interest so as to keep the
Uncertificated Balances thereof at all times equal to the Component Balance of
the Class 1-A-PO, Class 5-A-PO and Class 7-A-PO Components, respectively;
second, to the Class 1-LS Interest, the Class 2-LS Interest, the Class 3-LS
Interest, the Class 4-LS Interest, the Class 5-LS Interest and the Class 6-LS
Interest so as to keep the Uncertificated Balances thereof (computed to eight
decimal places) equal to 0.100% of the Group Subordinate Amount for Loan Group
1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5 and Loan Group 6,
respectively (except that if any such amount is greater than on the preceding
Distribution Date, the least amount of principal shall be distributed to the
Class 1-LS Interest, the Class 2-LS Interest, the Class 3-LS Interest, the Class
4-LS Interest, the Class 5-LS Interest and the Class 6-LS Interest, such that
the Subordinate Balance Ratio is maintained), and third, any remaining principal
to the Class 1-L Interest, Class 2-L Interest, Class 3-L Interest, Class 4-L
Interest, Class 5-L Interest, Class 6-L Interest and Class 7-L Interest. Any
distributions of principal made to the Uncertificated Lower-Tier Interests
pursuant to this paragraph shall be made from the Group 1 Mortgage Loans to the
Uncertificated Lower-Tier Interests beginning with the numeral "1," from the
Group 2 Mortgage Loans to the Uncertificated Lower-Tier Interests beginning with
the numeral "2," from Group 3 Mortgage Loans to the Uncertificated Lower-Tier
Interests beginning with the numeral "3," from the Group 4 Mortgage Loans to the
Uncertificated Lower-Tier Interests beginning with the numeral "4," from the
Group 5 Mortgage Loans to the Uncertificated Lower-Tier Interests beginning with
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the numeral "5," from the Group 6 Mortgage Loans to the Uncertificated
Lower-Tier Interests beginning with the numeral "6" and from the Group 7
Mortgage Loans to the Uncertificated Lower-Tier Interests beginning with the
numeral "7."
Realized Losses with respect to the Loan Groups shall be applied after all
distributions have been made on each Distribution Date first, to the Class 1-LPO
Interest, Class 5-LPO Interest and Class 7-LPO Interest so as to keep the
Uncertificated Balances thereof at all times equal to the Component Balance of
the Class 1-A-PO, Class 5-A-PO and Class 7-A-PO Components, respectively;
second, to the Class 1-LS Interest, the Class 2-LS Interest, the Class 3-LS
Interest, the Class 4-LS Interest, the Class 5-LS Interest and the Class 6-LS
Interest so as to keep the Uncertificated Balances thereof (computed to eight
decimal places) equal to 0.100% of the Group Subordinate Amount for Loan Group
1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5 and Loan Group 6,
respectively (except that if any such amount is greater than on the preceding
Distribution Date, the least amount of Realized Losses shall be allocated to the
Class 1-LS Interest, the Class 2-LS Interest, the Class 3-LS Interest, the Class
4-LS Interest, the Class 5-LS Interest and the Class 6-LS Interest such that the
Subordinate Balance Ratio is maintained); and third, the remaining Realized
Losses shall be allocated to the Class 1-L Interest, Class 2-L Interest, Class
3-L Interest, Class 4-L Interest, Class 5-L Interest, Class 6-L Interest and
Class 7-L Interest. Any Realized Losses allocated to the Uncertificated
Lower-Tier Interests pursuant to this paragraph shall be (a) from Realized
Losses allocated to Loan Group 1 in the case of Uncertificated Lower-Tier
Interests beginning with the numeral "1," (b) from Realized Losses allocated to
Loan Group 2 in the case of Uncertificated Lower-Tier Interests beginning with
the numeral "2," from Realized Losses allocated to Loan Group 3 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "3," from
Realized Losses allocated to the Group 4 Mortgage Loans to the Uncertificated
Lower-Tier Interests beginning with the numeral "4," from Realized Losses
allocated to the Group 5 Mortgage Loans to the Uncertificated Lower-Tier
Interests beginning with the numeral "5," from Realized Losses allocated to the
Group 6 Mortgage Loans to the Uncertificated Lower-Tier Interests beginning with
the numeral "6" and from Realized Losses allocated to the Group 7 Mortgage Loans
to the Uncertificated Lower-Tier Interests beginning with the numeral "7."
Recoveries and Reimbursement Amounts received with respect to the Loan
Groups shall be applied to the Uncertificated Lower-Tier Interests in a manner
analogous to the application of Realized Losses to the Uncertificated Lower-Tier
Interests.
As of any date, the aggregate Uncertificated Balance of the Class 1-L and
Class 1-LS Interest shall equal the Pool Principal Balance (Non-PO Portion) of
Loan Group 1. As of any date, the aggregate Uncertificated Balance of the Class
2-L and Class 2-LS Interest shall equal the Pool Principal Balance (Non-PO
Portion) of Loan Group 2. As of any date, the aggregate Uncertificated Balance
of the Class 3-L and Class 3-LS Interest shall equal the Pool Principal Balance
(Non-PO Portion) of Loan Group 3. As of any date, the aggregate Uncertificated
Balance of the Class 4-L and Class 4-LS Interest shall equal the Pool Principal
Balance (Non-PO Portion) of Loan Group 4. As of any date, the aggregate
Uncertificated Balance of the Class 5-L and Class 5-LS Interest shall equal the
Pool Principal Balance (Non-PO Portion) of Loan Group 5. As of any date, the
aggregate Uncertificated Balance of the Class 6-L and Class 6-LS Interest shall
equal the Pool Principal Balance (Non-PO Portion) of Loan Group 6. As of any
date, the Uncertificated Balance of the Class 7-L Interest shall equal the Pool
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Principal Balance (Non-PO Portion) of Loan Group 7. As of any date, the
Uncertificated Balance of the Class 1-LPO Interest will be equal to the
Component Balance of the Class 1-A-P02 Component. As of any date, the
Uncertificated Balance of the Class 5-LPO Interest will be equal to the
Component Balance of the Class 5-A-PO Component. As of any date, the
Uncertificated Balance of the Class 7-LPO Interest will be equal to the
Component Balance of the Class 7-A-PO Component.
Amounts distributed to the Uncertificated Lower-Tier Interests in respect
of principal and interest with respect to any Distribution Date are referred to
herein collectively as the "Lower-Tier Distribution Amount."
Distributions on the Uncertificated Middle-Tier Interests. On each
Distribution Date, each Uncertificated Middle-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Class or Classes of
Certificates or Components as provided herein and shall have its principal
balance increased in the event of Recoveries, the Class C-A-5-1 Accrual
Distribution Amount and the Class C-A-5-2 Accrual Distribution Amount in an
amount equal to any such increase in the Class Certificate Balance or Component
Balance of the respective Corresponding Class or Classes of Certificates or
Components. On each Distribution Date, each Uncertificated Middle-Tier Interest
shall receive distributions in respect of interest based on its Uncertificated
Middle-Tier REMIC Pass-Through Rate based on its Uncertificated Balance or
Notional Amount in an amount equal to the Uncertificated Accrued Interest of
such class, and any amounts undistributed from prior Distribution Dates, which
amount shall equal the Interest Distribution Amount in respect of its
Corresponding Class or Classes of Certificates or Components, in each case to
the extent actually distributed thereon. Such amounts distributed to the
Uncertificated Middle-Tier Interests in respect of principal and interest with
respect to any Distribution Date are referred to herein collectively as the
"Middle-Tier Distribution Amount."
As of any date, the Uncertificated Balance or Notional Amount of each
Uncertificated Middle-Tier Interest equals the aggregate of the Class
Certificate Balances (with respect to the Exchangeable REMIC Certificates the
Calculation Balance), Component Balances or Notional Amounts of the respective
Corresponding Class or Classes of Certificates or Components or in the case of
the Class MRI-2A2 Interest, the Class Certificate Balance of the Class 2-A-4
Certificates, in the case of the Class MRI-3A2 Interest, the Class Certificate
Balance of the Class 3-A-2 Certificates and in the case of the Class MRI-4A1
Interest, the Class Certificate Balance of the Class 4-A-1 Certificates. The
initial Uncertificated Balance of each Uncertificated Middle-Tier Interest
equals the aggregate of the Initial Class Certificate Balances, Component
Balances or Initial Notional Amounts of the respective Corresponding Class or
Class of Certificates or Components or in the case of the Class MRI-2A2
Interest, the Initial Class Certificate Balance of the Class 2-A-4 Certificates,
in the case of the Class MRI-3A2 Interest, the Initial Class Certificate Balance
of the Class 3-A-2 Certificates and in the case of the Class MRI-4A1 Interest,
the Initial Class Certificate Balance of the Class 4-A-1 Certificates.
Distributions on the Upper-Tier Interests. Each Upper-Tier Regular Interest
will be entitled to receive interest and principal payments at the times and in
the amounts equal to those made on the Certificate or Component to which it
corresponds.
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(b) (i) With respect to Group 1:
On each Distribution Date prior to the Senior Credit Support Depletion
Date for the Crossed Groups, the amount distributable to the Group 1 Senior
Certificates pursuant to Section 5.02(a)(ii)(a)(1) for such Distribution
Date, will be distributed, sequentially, as follows:
first, to the Class 1-A-R Certificate, until its Class Certificate
Balance has been reduced to zero; and
second, concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates,
until their Class Certificate Balances have been reduced to zero;
(ii) With respect to Group 2:
I. On each Distribution Date occurring prior to the Accretion
Termination Date for the Class C-A-5-1 Component, the Class C-A-5-1 Accrual
Distribution Amount will be allocated, sequentially, to the Class C-A-4-1
and Class C-A-5-1 Components, in that order, until their Calculation
Balances have been reduced to zero.
II. On each Distribution Date prior to the Senior Credit Support
Depletion Date for the Crossed Groups, the amount distributable to the
Group 2 Senior Certificates and Group 2 Components (other than any
Exchangeable Certificates) pursuant to Section 5.02(a)(ii)(b) for such
Distribution Date, will be distributed, sequentially, as follows:
first, concurrently, to the Class C-A-1-1 and Class C-A-2-1
Components, pro rata, up to the Group 2 Priority Amount;
second, concurrently, as follows:
(i) 58.0657854158%, sequentially, as follows:
(a) concurrently, to the Class 2-A-1 and Class 2-A-2 Certificates, pro
rata, until their Class Certificate Balance and Calculation Balance,
respectively, have been reduced to zero; and
(b) to the Class C-A-9-1 Component, until its Component Balance has
been reduced to zero;
(ii) 41.9342145842%, sequentially, as follows:
(a) concurrently, up to $1,000, to the Class 2-A-4 Certificates
and the Class C-A-7-1 Component, pro rata, until their Class
Certificate Balance and Calculation Balance, respectively, have been
reduced to zero;
(b) on and after the Distribution Date in August 2007, up to 0.9%
of the aggregate Initial Class Certificate Balance and Initial
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Component Balance of the Class 2-A-3 Certificates and the Class
C-A-3-1, Class C-A-4-1, Class C-A-5-1 and Class C-A-6-1 Components,
sequentially, as follows:
(I) up to $1,000, concurrently, as follows:
(0) 00.000000000%, sequentially, to the C-A-4-1 and
Class C-A-5-1 Components, in that order, until their
Calculation Balances have been reduced to zero;
(0) 0.0000000000% to the C-A-6-1 Component, until its
Calculation Balance has been reduced to zero;
(II) on or after the Distribution Date in August 2007, up to
0.8% of the aggregate Initial Class Certificate Balance and
Initial Component Balance of the Class 2-A-3 Certificates and the
Class C-A-3-1, Class C-A-4-1, Class C-A-5-1 and Class C-A-6-1
Components, concurrently, to the Class 2-A-3 Certificates and
Class C-A-3-1 Component, pro rata, until their Class Certificate
Balance and Calculation Balance, respectively, have been reduced
to zero;
(III) concurrently, as follows:
(A) 92.497658473%, sequentially, to the Class C-A-4-1 and
Class C-A-5-1 Components, in that order, until their Calculation
Balances have been reduced to zero; and
(B) 7.5032341527% to C-A-6-1 Component, until its
Calculation Balance has been reduced to zero;
(IV) concurrently, to the Class 2-A-3 Certificates and the
Class C-A-3-1 Component, pro rata, until their Class Certificate
Balance and Calculation Balance, respectively, have been reduced
to zero;
(c) concurrently, to the Class 2-A-4 Certificates and the Class
C-A-7-1 Component, pro rata, until their Class Certificate Balance and
Calculation Balance, respectively, have been reduced to zero;
(d) sequentially, as follows:
(I) to the extent not distributed pursuant to clause
(ii)(b)(I) above, up to $1,000, as follows:
(0) 00.000000000%, sequentially, to C-A-4-1 and C-A-5-1
Components, in that order, until their Calculation Balances have
been reduced to zero;
(0) 0.0000000000% to C-A-6-1 Component, until its
Calculation Balance has been reduced to zero;
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(II) to the extent not distributed pursuant to clause
(ii)(b)(II) above, on and after the Distribution Date in August
2007, concurrently, up to 0.8% of the aggregate Initial Class
Certificate Balance and Initial Component Balance of the Class
2-A-3 Certificates and Class C-A-3-1, Class C-A-4-1, Class
C-A-5-1 and Class C-A-6-1 Components, to the Class 2-A-3
Certificates and Class C-A-3-1 Component, pro rata, until their
Class Certificate Balance and Calculation Balance, respectively,
have been reduced to zero;
(III) concurrently, as follows:
(A) 92.497658473%, sequentially, to the Class C-A-4-1 and
Class C-A-5-1 Components, in that order, until their Calculation
Balances have been reduced to zero; and
(B) 7.5032341527% to C-A-6-1 Component, until its
Calculation Balance has been reduced to zero;
(IV) concurrently, to the Class 2-A-3 Certificates and the
Class C-A-3-1 Component, pro rata, until their Class Certificate
Balance and Calculation Balance, respectively, have been reduced
to zero; and
(V) to the Class C-A-9-2 Component, until its Component
Balance has been reduced to zero.
third, concurrently, to the Class C-A-1-1 and Class C-A-2-1
Components, pro rata, until their Calculation Balances have been reduced to
zero.
(iii) With respect to Group 3:
I. On each Distribution Date occurring prior to the Accretion
Termination Date for the Class C-A-5-2 Component, the Class C-A-5-2 Accrual
Distribution Amount will be allocated, sequentially, to the Class C-A-4-2
and Class C-A-5-2 Components, in that order, until their Calculation
Balances have been reduced to zero.
II. On each Distribution Date prior to the Senior Credit Support
Depletion Date for the Crossed Groups, the amount distributable to the
Group 3 Senior Certificates and Group 2 Components (other than any
Exchangeable Certificates) pursuant to Section 5.02(a)(ii)(c) for such
Distribution Date, will be distributed, sequentially, as follows:
first, concurrently, to the Class C-A-1-2 and Class C-A-2-2
Components, pro rata, up to the Group 3 Priority Amount;
second, concurrently, up to $1,000, to the Class 3-A-2 Certificates
and the Class C-A-7-2 Component, pro rata, until their Class Certificate
Balance and Calculation Balance, respectively, have been reduced to zero;
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third, on and after the Distribution Date in August 2007, up to 0.9%
of the aggregate Initial Class Certificate Balance and Initial Component
Balance of the Class 3-A-1 Certificate and Class C-A-3-2, Class C-A-4-2,
Class C-A-5-2 and Class C-A-6-2 Components, sequentially, as follows:
(iii) concurrently, up to $1,000, as follows:
(A) 92.0000000000%, sequentially, to Class C-A-4-2 and Class
C-A-5-2 Components, in that order, until their Calculation Balances
have been reduced to zero; and
(B) 7.5031716305% to C-A-6-2 Component, until its Calculation
Balance has been reduced to zero;
(iv) on and after the Distribution Date in August 2007, concurrently,
up to 0.8% of the aggregate Initial Class Certificate Balance and Initial
Component Balance of the Class 3-A-1 Certificates and Class C-A-3-2, Class
C-A-4-2, Class C-A-5-2 and Class C-A-6-2 Components, to the Class 3-A-1
Certificates and Class C-A-3-2 Component, until their Class Certificate
Balance and Calculation Balance, respectively, have been reduced to zero;
(v) concurrently, as follows:
(A) 92.0000000000%, sequentially, to Class C-A-4-2 and Class
C-A-5-2 Components, in that order, until their Calculation Balances
have been reduced to zero; and
(B) 7.5031716305% to C-A-6-2 Component, until its Calculation
Balance has been reduced to zero;
(vi) concurrently, to the Class 3-A-1 Certificates and the Class
C-A-3-2 Component, pro rata, until their Class Certificate Balance and
Calculation Balance, respectively, have been reduced to zero;
fourth, concurrently, to the Class 3-A-2 Certificates and the Class
C-A-7-2 Component, pro rata, until their Class Certificate Balance and
Calculation Balance, respectively, have been reduced to zero;
fifth, to the extent not distributed pursuant to priority third clause
(i) above, concurrently, up to $1,000, as follows:
(vii) 92.0000000000%, sequentially, to Class C-A-4-2 and Class C-A-5-2
Components, in that order, until their Calculation Balances have been
reduced to zero; and
(viii) 7.5031716305% to C-A-6-2 Component, until its Calculation
Balance has been reduced to zero;
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sixth, to the extent not distributed pursuant to priority third clause
(ii) above on and after the Distribution Date in August 2007, concurrently,
up to 0.8% of the aggregate Initial Class Certificate Balance and Initial
Component Balance of the Class 3-A-1 Certificates and Class C-A-3-2, Class
C-A-4-2, Class C-A-5-2 and Class C-A-6-2 Components, to the Class 3-A-1
Certificates and Class C-A-3-2 Component, pro rata, until their Class
Certificate Balance and Calculation Balance, respectively, have been
reduced to zero;
seventh, concurrently, as follows:
(ix) 92.0000000000%, sequentially, to Class C-A-4-2 and Class C-A-5-2
Components, in that order, until their Calculation Balances have been
reduced to zero; and
(x) 0.0000000000% to C-A-6-2 Component, until its Calculation Balance
has been reduced to zero;
eighth, concurrently, to the Class 3-A-1 Certificates and Class
C-A-3-2 Component, pro rata, until their Class Certificate Balance and
Calculation Balance, respectively, have been reduced to zero;
ninth, to the Class C-A-9-3 Component, until its Component Balance has
been reduced to zero; and
tenth, concurrently, to the Class C-A-1-2 and Class C-A-2-2
Components, pro rata, until their Calculation Balances have been reduced to
zero.
(iv) With respect to Group 4:
On each Distribution Date prior to the Senior Credit Support Depletion
Date for Loan Group 4, the amount distributable to the Group 4 Senior
Certificates (other than any Exchangeable Certificates) pursuant to Section
5.02(a)(ii)(d) for such Distribution Date, will be distributed,
concurrently, to the Class 4-A-1 and Class 4-A-4 Certificates, pro rata,
until their Calculation Balance and Class Certificate Balance,
respectively, have been reduced to zero.
(v) With respect to Group 5:
On each Distribution Date prior to the Senior Credit Support Depletion
Date for Loan Group 5, the amount distributable to the Group 5 Senior
Certificates pursuant to Section 5.02(a)(ii)(e)(1) for such Distribution
Date, will be distributed, concurrently, to the Class 5-A-1 and Class 5-A-2
Certificates, pro rata, until their Class Certificate Balances have been
reduced to zero.
(vi) With respect to Group 6:
On each Distribution Date prior to the Senior Credit Support Depletion
Date for Loan Group 6, the amount distributable to the Group 6 Senior
Certificates and Group 6 Components pursuant to Section 5.02(a)(ii)(f) for
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such Distribution Date, will be distributed, concurrently, to the Class
6-A-1 and Class 6-A-2 Certificates, pro rata, until their Class Certificate
Balances have been reduced to zero.
(vii) With respect to Group 7:
On each Distribution Date prior to the Senior Credit Support Depletion
Date for Loan Group 7, the amount distributable to the Group 7 Senior
Certificates (other than any Exchangeable Certificates) pursuant to Section
5.02(a)(ii)(g)(1) for such Distribution Date, will be distributed,
concurrently, to the Class 7-A-1, Class 7-A-2 and Class 7-A-3 Certificates,
pro rata, until their Calculation Balances have been reduced to zero.
On each Distribution Date on or after the applicable Senior Credit
Support Depletion Date, notwithstanding the allocation and priority set
forth above, the portion of the Pool Distribution Amount with respect to a
Loan Group available to be distributed as principal of the Senior Non-PO
Certificates and Non-PO Components of the related Group (other than the
Exchangeable Certificates) shall be distributed concurrently, as principal,
on such Classes and Components, pro rata, on the basis of their respective
Class Certificate Balances, Component Balances or Calculation Balances, as
the case may be, until the Class Certificate Balances, Component Balances
or Calculation Balances thereof are reduced to zero.
The Class 4-A-2, Class 4-A-3, Class A-IO and Class C-A-8 Certificates
are Interest Only Certificates and are not entitled to distributions in
respect of principal.
On each Distribution Date, the amount distributable as principal to a
Class of Exchangeable Certificates shall equal its Class Principal
Distribution Amount. Such amount shall reduce proportionately the amount
distributable as principal to the Related Classes of Exchangeable REMIC
Certificates.
(iv) Notwithstanding the foregoing, on each Distribution Date prior to
the Senior Credit Support Depletion Date for the Crossed Groups but on or
after the date on which the sum of the aggregate Class Certificate Balance
and Component Balance of the Senior Non-PO Certificates and Non-PO
Components of the Crossed Groups have been reduced to zero, amounts
otherwise distributable as principal payments from the Related Loan Group
on the Class X-B Certificates will be paid as principal to the remaining
Classes of Senior Non-PO Certificates and Non-PO Components of the other
Crossed Groups together with the applicable Senior Principal Distribution
Amounts in accordance with the priorities set forth for the applicable
Crossed Group in (b)(i), (ii), (iii), (iv), (v) or (vi) above, provided
that on such Distribution Date (a) the Aggregate Crossed Subordinate
Percentage for such Distribution Date is less than twice the initial
Aggregate Crossed Subordinate Percentage or (b) the outstanding principal
balance of the Crossed Loan Group Mortgage Loans (including, for this
purpose, any such Mortgage Loans in foreclosure, any related REO Property
related to such Mortgage Loans and any such 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 X-B
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Certificates, is equal to or greater than 50%. If the Senior Non-PO
Certificates and Non-PO Components of two or more Crossed Groups remain
outstanding, the distributions described above will be made to the Senior
Non-PO Certificates and Non-PO Components of such Groups, pro rata, in
proportion to the aggregate Class Certificate Balance and Component Balance
of the Senior Non-PO Certificates and Non-PO Components of each such Group.
In addition, after giving effect to the second preceding sentence, if on
any Distribution Date the aggregate Class Certificate Balance and Component
Balance of the Senior Non-PO Certificates and Non-PO Components of Group 1,
Group 2, Group 3, Group 4, Group 5 or Group 6 is greater than the Adjusted
Pool Amount (Non-PO Portion) of the Related Loan Group (any such Group, the
"Undercollateralized Group" and any such excess, the "Undercollateralized
Amount"), all amounts otherwise distributable as principal on the Class X-B
Certificates pursuant to Section 5.02(a)(iv)(A)(12), (10), (8), (6), (4)
and (2), in that order, will be paid as principal to the Senior Non-PO
Certificates and Non-PO Components of the Undercollateralized Group
together with the applicable Senior Principal Distribution Amount in
accordance with the priorities set forth for the applicable Group above
under (b)(i), (ii), (iii), (iv), (v) or (vi) until the aggregate Class
Certificate Balance and Component Balance of the Senior Non-PO Certificates
and Non-PO Components of the Undercollateralized Group equals the Adjusted
Pool Amount (Non-PO Portion) of the Related Loan Group. If two or more
Crossed Groups are Undercollateralized Groups, the distributions described
above will be made, pro rata, in proportion to the amount by which the
aggregate Class Certificate Balance and Component Balance of the Senior
Non-PO Certificates and Non-PO Components of each such Group exceeds the
Pool Principal Balance (Non-PO Portion) of the related Loan Group. Also,
the amount of any Class Unpaid Interest Shortfalls and Component Unpaid
Interest Shortfalls with respect to the Undercollateralized Group
(including any Class Unpaid Interest Shortfalls and Component Unpaid
Interest Shortfalls for such Distribution Date) will be paid to the
Undercollateralized Group pursuant to Section 5.02(a)(i) prior to the
payment of any Undercollateralized Amount from amounts otherwise
distributable as principal on the Class X-B Certificates pursuant to
Section 5.02(a)(iv)(A)(12), (10), (8), (6), (4) and (2), in that order.
Such amount will be paid to the Senior Non-PO Certificates and Non-PO
Components of such Undercollateralized Group in accordance with the
priorities set forth in Section 5.02(a)(i) up to their Interest
Distribution Amounts or Component Interest Distribution Amounts for such
Distribution Date. The PO Deferred Amounts for the Class 1-A-PO and Class
5-A-PO Components will be paid from amounts otherwise distributable as
principal on the Class X-B Certificates before any payments are made
pursuant to this paragraph.
(c) On each Distribution Date, Accrued Certificate Interest for each Class
of Certificates (other than the Component Certificates) and Accrued Component
Interest for each Non-PO Component for such Distribution Date shall be reduced
by such Class' or Component's pro rata share, based on such Class' Interest
Distribution Amount or Component's Component Interest Distribution Amount for
such Distribution Date, without taking into account the allocation made by this
Section 5.02(c), of an amount equal to the sum of (A) Non-Supported Interest
Shortfalls on the Crossed Loan Group Mortgage Loans (in the case of the Senior
Non-PO Certificates and Non-PO Components of the Crossed Groups and Class X-B
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Certificates) or Group 7 Mortgage Loans (in the case of Senior Non-PO
Certificates and Non-PO Components of Group 7 and the Class 7-B Certificates)
with respect to such Distribution Date, (B) on and after the applicable Senior
Credit Support Depletion Date, the applicable Designated Interest Amount of any
other Realized Losses on the Mortgage Loans contributing to, or in, the Related
Loan Group allocable to interest and (C) Relief Act Reductions incurred on the
Crossed Loan Group Mortgage Loans (in the case of the Senior Non-PO Certificates
and Non-PO Components of the Crossed Groups and Class X-B Certificates) or the
Group 7 Mortgage Loans (in the case of Senior Non-PO Certificates and Non-PO
Components of Group 7 and the Class 7-B Certificates) with respect to such
Distribution Date.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to any Class of Class X-B or Class 7-B Certificates
on any Distribution Date, (i) the aggregate of the Class Certificate Balances of
the Class X-B Certificates or Class 7-B Certificates, as the case may be,
immediately prior to such Distribution Date which have a lower payment priority
than such Class, divided by (ii) the aggregate Pool Principal Balance (Non-PO
Portion) for the Crossed Loan Groups (in the case of the Class X-B Certificates)
or Loan Group 7 (in the case of the Class 7-B Certificates), as the case may be,
immediately prior to such Distribution Date (for each Class, the "Fractional
Interest") is less than the Original Fractional Interest for such Class, no
distribution of principal will be made to any Classes of the Class X-B
Certificates or the Class 7-B Certificates, as the case may be, which have a
lower payment priority than such Class (the "Restricted Classes") and the Class
Certificate Balances of the Restricted Classes will not be used in determining
the Pro Rata Share for the Class X-B Certificates or the Class 7-B Certificates,
as the case may be, that are not Restricted Classes. If the aggregate Class
Certificate Balance of the Class X-B Certificates or the Class 7-B Certificates,
as the case may be, that are not Restricted Classes is reduced to zero,
notwithstanding the previous sentence, any funds remaining will be distributed
sequentially to the Class X-B Certificates or the Class 7-B Certificates, as the
case may be, that are Restricted Classes in order of their payment priority
(beginning with the Class of the Class X-B Certificates or the Class 7-B
Certificates, as the case may be, that is a Restricted Class then outstanding
with the highest payment priority).
Section 5.03 [Reserved].
Section 5.04 Allocation of Losses.
(a) No later than five (5) Business Days prior to the related Distribution
Date, the Servicer shall inform the Trustee in writing with respect to each
Mortgage Loan: (1) whether any Realized Loss is a Deficient Valuation or a Debt
Service Reduction, (2) of the amount of such loss or Deficient Valuation, or of
the terms of such Debt Service Reduction and (3) with respect to each Loan
Group, the sum, with respect to each Mortgage Loan contributing to, or in, such
Loan Group, of the Applicable Percentage of the amount of Realized Losses on
such Mortgage Loan. Based on such information, the Trustee shall determine the
total amount of Realized Losses on the Mortgage Loans allocable to each Loan
Group with respect to the related Distribution Date. Realized Losses shall be
allocated to the Certificates by a reduction in the Class Certificate Balances
of the designated Classes of Certificates, pursuant to the operation of Section
5.04(b)(i).
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(b) Allocation of Losses on the Certificates.
(i) The Component Balance of the Class 1-A-PO Component shall be
reduced on each Distribution Date by the amount, if any, by which the
Component Balance of the Class 1-A-PO Component (after giving effect to the
amount to be distributed as a distribution of principal on such
Distribution Date) exceeds the Adjusted Pool Amount (PO Portion) for Loan
Group 1 for such Distribution Date, the Component Balance of the Class
5-A-PO Component shall be reduced on each Distribution Date by the amount,
if any, by which the Component Balance of the Class 5-A-PO Component (after
giving effect to the amount to be distributed as a distribution of
principal on such Distribution Date) exceeds the Adjusted Pool Amount (PO
Portion) for Loan Group 5 for such Distribution Date and the Component
Balance of the 7-A-PO Component shall be reduced on each Distribution Date
by the amount, if any, by which the Component Balance of the Class 7-A-PO
Component (after giving effect to the amount to be distributed as a
distribution of principal on such Distribution Date) exceeds the Adjusted
Pool Amount (PO Portion) for Loan Group 7 for such Distribution Date.
The Class Certificate Balance of the Class of Class X-B Certificates
then outstanding with the lowest payment priority shall be reduced or
increased on each Distribution Date by the amount, if any, necessary such
that the aggregate of the Class Certificate Balances of all outstanding
Classes of Senior Non-PO Certificates and Non-PO Components of the Crossed
Groups and the Class X-B Certificates (after giving effect to the amount to
be distributed as distributions of principal and the allocation of PO
Deferred Amounts on such Distribution Date) equals the aggregate Adjusted
Pool Amount (Non-PO Portion) for the Crossed Loan Groups for such
Distribution Date.
The Class Certificate Balance of the Class of Class 7-B Certificates
then outstanding with the lowest payment priority shall be reduced or
increased on each Distribution Date by the amount, if any, necessary such
that the aggregate of the Class Certificate Balances of all outstanding
Classes of Senior Non-PO Certificates and Non-PO Components of Group 7 and
the Class 7-B Certificates (after giving effect to the amount to be
distributed as distributions of principal and the allocation of PO Deferred
Amounts on such Distribution Date) equals the Adjusted Pool Amount (Non-PO
Portion) for Loan Group 7 for such Distribution Date.
After the Senior Credit Support Depletion Date for the Crossed Groups,
the aggregate of the Class Certificate Balances and Component Balances or,
in the case of the Exchangeable REMIC Certificates, the Calculation
Balances, of all Classes of Senior Non-PO Certificates and Non-PO
Components (other than the Exchangeable Certificates) of each Crossed Group
shall be reduced or increased on each Distribution Date by the amount, if
any, necessary such that the aggregate of the Class Certificate Balances
and Component Balances or, in the case of the Exchangeable REMIC
Certificates, the Calculation Balances, of all Classes of Senior Non-PO
Certificates and Non-PO Components (after giving effect to the amount to be
distributed as distributions of principal on such Distribution Date) in
such Group equals the Adjusted Pool Amount (Non-PO Portion) for the Related
Loan Group for such Distribution Date.
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After the Senior Credit Support Depletion Date for Group 7, the
aggregate of the Class Certificate Balances or, in the case of the
Exchangeable REMIC Certificates, the Calculation Balances, of all Classes
of Senior Non-PO Certificates (other than the Exchangeable Certificates) of
Group 7 shall be reduced or increased on each Distribution Date by the
amount, if any, necessary such that the aggregate of the Class Certificate
Balances or, in the case of the Exchangeable REMIC Certificates, the
Calculation Balances, of all Classes of Senior Non-PO Certificates (after
giving effect to the amount to be distributed as distributions of principal
on such Distribution Date) in such Group equals the Adjusted Pool Amount
(Non-PO Portion) for Loan Group 7 for such Distribution Date.
Any such reduction or increase shall be allocated among the Senior
Non-PO Certificates (other than the Exchangeable Certificates) and Non-PO
Components based on their Class Certificate Balances or Component Balances
or, in the case of the Exchangeable REMIC Certificates, their Calculation
Balances, immediately prior to such Distribution Date, or in the case of
the Class C-A-5-1 and Class C-A-5-2 Components, their respective Initial
Component Balances, if lower, until the Class Certificate Balances or
Component Balances or, in the case of the Exchangeable REMIC Certificates,
the Calculation Balances, thereof have been reduced to zero. In the event
that all or a portion of a Class of Exchangeable REMIC Certificates in any
Exchangeable REMIC Combination is exchanged for a proportionate portion of
the Class of Exchangeable Certificates in the related Combination, the
Class of such Exchangeable Certificates will be allocated a proportionate
share of Realized Losses allocated to the Classes of Exchangeable REMIC
Certificates in the related Combination. Realized Losses allocated to the
Class 4-A-1 Certificates and any Exchangeable Certificates for which Class
4-A-1 Certificates have been exchanged will reduce the Class 4-A-2 Notional
Amount and the Class 4-A-3 Notional Amount, each to the extent outstanding.
Realized Losses allocated to the Class 2-A-4 Certificates will reduce the
Class C-A-8-1 Notional Amount to the extent outstanding. Realized Losses
allocated to the Class 3-A-2 Certificates will reduce the Class C-A-8-2
Notional Amount to the extent outstanding.
(ii) Any reduction or increase in the Class Certificate Balance of a
Class of Certificates or Component Balance pursuant to Section 5.04(b)(i)
above shall be allocated among the Certificates of such Class in proportion
to their respective Percentage Interests.
(iii) The calculation of the amount to be distributed as principal to
the Class X-B or Class 7-B Certificates with respect to a Distribution Date
(the "Calculated Principal Distribution") shall be made prior to the
allocation of any Realized Losses with respect to the related Mortgage
Loans for such Distribution Date; provided, however, the actual payment of
principal to the Class X-B or Class 7-B Certificates shall be made
subsequent to the allocation of Realized Losses with respect to the related
Mortgage Loans for such Distribution Date. In the event that after the
allocation of Realized Losses with respect to the Mortgage Loans in the
Crossed Loan Groups or Loan Group 7 for a Distribution Date, the Calculated
Principal Distribution for a Class of Class X-B or Class 7-B Certificates,
as applicable, is greater than the Class Certificate Balance of such Class,
the excess shall be distributed (i) first, sequentially, to the Class X-B
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or Class 7-B Certificates, as applicable, then outstanding (beginning with
the Class of Class X-B or Class 7-B Certificates, as applicable, then
outstanding with the highest payment priority) until the respective Class
Certificate Balance of each such Class is reduced to zero and (ii) then to
(x) the Senior Non-PO Certificates and Non-PO Components of the Crossed
Groups, pro rata, on the basis of their respective Class Certificate
Balances or Component Balances (in the case of the Class X-B Certificates)
or (y) the the Senior Non-PO Certificates of Group 7, pro rata, on the
basis of the their respective Class Certificate Balances (in the case of
the Class 7-B Certificates).
(iv) After the Senior Credit Support Depletion Date for the Crossed
Groups:
(A) On any Distribution Date on which the Class 1-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance
of the Class 1-A-2 Certificates will be reduced by the Class 1-A-2
Loss Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Class Certificate Balance of the Class 1-A-1 Certificates will not be
reduced by the Class 1-A-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 1-A-1 Loss
Amount exceeds the Class Certificate Balance of the Class 1-A-2
Certificates prior to any reduction for the Class 1-A-2 Loss
Allocation Amount, such excess will be distributed in reduction of the
Class Certificate Balance of the Class 1-A-1 Certificates. Any
increase in the Class Certificate Balance allocated to the Class 1-A-1
Certificates pursuant to Section 5.04(b)(i) will instead increase the
Class Certificate Balance of the Class 1-A-2 Certificates.
(B) On any Distribution Date on which the Class 2-A-2 Loss
Allocation Amount is greater than zero, the Calculation Balance of the
Class 2-A-2 Certificates will be reduced by the Class 2-A-2 Loss
Allocation Amount and, notwithstanding Section 5.04(b)(i), the Class
Certificate Balance of the Class 2-A-1 Certificates will not be
reduced by the Class 2-A-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 2-A-1 Loss
Amount exceeds the Calculation Balance of the Class 2-A-2 Certificates
prior to any reduction for the Class 2-A-2 Loss Allocation Amount,
such excess will be distributed in reduction of the Class Certificate
Balance of the Class 2-A-1 Certificates. Any increase in the Class
Certificate Balance allocated to the Class 2-A-1 Certificates pursuant
to Section 5.04(b)(i) will instead increase the Calculation Balance of
the Class 2-A-2 Certificates.
(C) On any Distribution Date on which the Class 4-A-4 Loss
Allocation Amount is greater than zero, the Class Certificate Balance
of the Class 4-A-4 Certificates will be reduced by the Class 4-A-4
Loss Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Calculation Balance of the Class 4-A-1 Certificates will not be
reduced by the Class 4-A-4 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 4-A-1 Loss
Amount exceeds the Class Certificate Balance of the Class 4-A-4
Certificates prior to any reduction for the Class 4-A-4 Loss
Allocation Amount, such excess will be distributed in reduction of the
Calculation Balance of the Class 4-A-1 Certificates. Any increase in
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the Calculation Balance allocated to the Class 4-A-1 Certificates
pursuant to Section 5.04(b)(i) will instead increase the Class
Certificate Balance of the Class 4-A-4 Certificates.
(D) On any Distribution Date on which the Class C-A-2-1 Loss
Allocation Amount is greater than zero, the Calculation Balance of the
Class C-A-2-1 Component will be reduced by the Class C-A-2-1 Loss
Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Component Balance of the Class C-A-1-1 Component will not be reduced
by the Class C-A-2-1 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class C-A-1-1 Loss
Amount exceeds the Component Balance of the Class C-A-2-1 Component
prior to any reduction for the Class C-A-2-1 Loss Allocation Amount,
such excess will be distributed in reduction of the Component Balance
of the Class C-A-1-1 Component. Any increase in the Component Balance
allocated to the Class C-A-1-1 Component pursuant to Section
5.04(b)(i) will instead increase the Calculation Balance of the Class
C-A-2-1 Component.
(E) On any Distribution Date on which the Class C-A-2-2 Loss
Allocation Amount is greater than zero, the Calculation Balance of the
Class C-A-2-2 Component will be reduced by the Class C-A-2-2 Loss
Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Component Balance of the Class C-A-1-2 Component will not be reduced
by the Class C-A-2-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class C-A-1-2 Loss
Amount exceeds the Calculation Balance of the Class C-A-2-2 Component
prior to any reduction for the Class C-A-2-2 Loss Allocation Amount,
such excess will be distributed in reduction of the Component Balance
of the Class C-A-1-2 Component. Any increase in the Component Balance
allocated to the Class C-A-1-2 Component pursuant to Section
5.04(b)(i) will instead increase the Calculation Balance of the Class
C-A-2-2 Component.
(F) On any Distribution Date on which the Class C-A-3-1 Loss
Allocation Amount is greater than zero, the Calculation Balance of the
Class C-A-3-1 Component will be reduced by the Class C-A-3-1 Loss
Allocation Amount and, notwithstanding Section 5.04(b)(i), the Class
Certificate Balance of the Class 2-A-3 Certificates will not be
reduced by the Class C-A-3-1 Loss Allocation Amount. Notwithstanding
the foregoing, on any Distribution Date in which the Class 2-A-3 Loss
Amount exceeds the Calculation Balance of the Class C-A-3-1 Component
prior to any reduction for the Class C-A-3-1 Loss Allocation Amount,
such excess will be distributed in reduction of the Class Certificate
Balance of the Class 2-A-3 Certificates. Any increase in the Class
Certificate Balance allocated to the Class 2-A-3 Certificates pursuant
to Section 5.04(b)(i) will instead increase the Calculation Balance of
the Class C-A-3-1 Component.
(G) On any Distribution Date on which the Class C-A-3-2 Loss
Allocation Amount is greater than zero, the Calculation Balance of the
Class C-A-3-2 Component will be reduced by the Class C-A-3-2 Loss
Allocation Amount and, notwithstanding Section 5.04(b)(i), the Class
Certificate Balance of the Class 2-A-3 Certificates will not be
reduced by the Class C-A-3-2 Loss Allocation Amount. Notwithstanding
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the foregoing, on any Distribution Date in which the Class 2-A-3 Loss
Amount exceeds the Calculation Balance of the Class C-A-3-2 Component
prior to any reduction for the Class C-A-3-2 Loss Allocation Amount,
such excess will be distributed in reduction of the Class Certificate
Balance of the Class 2-A-3 Certificates. Any increase in the Class
Certificate Balance allocated to the Class 2-A-3 Certificates pursuant
to Section 5.04(b)(i) will instead increase the Calculation Balance of
the Class C-A-3-2 Component.
(H) On any Distribution Date on which the Class C-A-6-1 Loss
Allocation Amount is greater than zero, the Calculation Balance of the
Class C-A-6-1 Component will be reduced by the Class C-A-6-1 Loss
Allocation Amount and, notwithstanding Section 5.04(b)(i), the Class
Certificate Balance of the Class 2-A-4 Certificates and Calculation
Balances of the Class C-A-4-1 Component and Class C-A-5-1 Component
will not be reduced by the Class C-A-6-1 Loss Allocation Amount. On
any Distribution Date on which the Class C-A-6-2 Loss Allocation
Amount is greater than zero, the Calculation Balance of the Class
C-A-6-2 Component will be reduced by the Class C-A-6-2 Loss Allocation
Amount and, notwithstanding Section 5.04(b)(i), the Class Certificate
Balance of the Class 3-A-2 Certificates and Calculation Balances of
the Class C-A-4-2 Component and Class C-A-5-2 Component will not be
reduced by the Class C-A-6-2 Loss Allocation Amount. Each Component of
the Class C-A-6 Certificates shall be allocated losses from the
related Class or Component and up to the amount specified in the table
below:
Class C-A-6 Related Class Dollar Limit of
Component or Component Loss Allocation
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Class C-A-6-1 Class 2-A-4 Certificates $76,000
Class C-A-6-1 Class C-A-4-1 Component $221,800
Class C-A-6-1 Class C-A-5-1 Component $398,200
Class C-A-6-2 Class 3-A-2 Certificates $298,080
Class C-A-6-2 Class C-A-4-2 Component $872,000
Class C-A-6-2 Class C-A-5-2 Component $71,900
Until the dollar limit of loss allocation for a Class or Component is
met, (i) any increase in the Class Certificate Balance or Calculation
Balance allocated to the Class 2-A-4 Certificates or the Class C-A-4-1
Component and Class C-A-5-1 Component pursuant to Section 5.04(b)(i)
will instead increase the Calculation Balance of the Class C-A-6-1
Component and (ii) any increase in the Class Certificate Balance or
Calculation Balance allocated to the Class 3-A-1 Certificates or the
Class C-A-4-2 Component and Class C-A-5-2 Component pursuant to
Section 5.04(b)(i) will instead increase the Calculation Balance of
the Class C-A-6-2 Component.
(I) On any Distribution Date on which the Class C-A-7-1 Loss
Allocation Amount is greater than zero, the Calculation Balance of the
Class C-A-7-1 Component will be reduced by the Class C-A-7-1 Loss
Allocation Amount and, notwithstanding Section 5.04(b)(i), the Class
Certificate Balance of the Class 2-A-4 Certificates will not be
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reduced by the Class C-A-7-1 Loss Allocation Amount. Notwithstanding
the foregoing, on any Distribution Date in which the Class 2-A-4 Loss
Amount exceeds the Calculation Balance of the Class C-A-7-1 Component
prior to any reduction for the Class C-A-7-1 Loss Allocation Amount,
such excess will be distributed in reduction of the Class Certificate
Balance of the Class 2-A-4 Certificates. Any increase in the Class
Certificate Balance allocated to the Class 2-A-4 Certificates pursuant
to Section 5.04(b)(i) will instead increase the Calculation Balance of
the Class C-A-7-1 Component.
(J) On any Distribution Date on which the Class C-A-7-2 Loss
Allocation Amount is greater than zero, the Calculation Balance of the
Class C-A-7-2 Component will be reduced by the Class C-A-7-2 Loss
Allocation Amount and, notwithstanding Section 5.04(b)(i), the Class
Certificate Balance of the Class 3-A-2 Certificates will not be
reduced by the Class C-A-7-2 Loss Allocation Amount. Notwithstanding
the foregoing, on any Distribution Date in which the Class 3-A-2 Loss
Amount exceeds the Calculation Balance of the Class C-A-7-2 Component
prior to any reduction for the Class C-A-7-2 Loss Allocation Amount,
such excess will be distributed in reduction of the Class Certificate
Balance of the Class 3-A-2 Certificates. Any increase in the Class
Certificate Balance allocated to the Class 3-A-2 Certificates pursuant
to Section 5.04(b)(i) will instead increase the Calculation Balance of
the Class C-A-7-2 Component.
(K) On any Distribution Date on which the Class 5-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance
of the Class 5-A-2 Certificates will be reduced by the Class 5-A-2
Loss Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Class Certificate Balance of the Class 5-A-1 Certificates will not be
reduced by the Class 5-A-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 5-A-1 Loss
Amount exceeds the Class Certificate Balance of the Class 5-A-2
Certificates prior to any reduction for the Class 5-A-2 Loss
Allocation Amount, such excess will be distributed in reduction of the
Class Certificate Balance of the Class 5-A-1 Certificates. Any
increase in the Class Certificate Balance allocated to the Class 5-A-1
Certificates pursuant to Section 5.04(b)(i) will instead increase the
Class Certificate Balance of the Class 5-A-2 Certificates.
(L) On any Distribution Date on which the Class 6-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance
of the Class 6-A-2 Certificates will be reduced by the Class 6-A-2
Loss Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Class Certificate Balance of the Class 6-A-1 Certificates will not be
reduced by the Class 6-A-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 6-A-1 Loss
Amount exceeds the Class Certificate Balance of the Class 6-A-2
Certificates prior to any reduction for the Class 6-A-2 Loss
Allocation Amount, such excess will be distributed in reduction of the
Class Certificate Balance of the Class 6-A-1 Certificates. Any
increase in the Class Certificate Balance allocated to the Class 6-A-1
Certificates pursuant to Section 5.04(b)(i) will instead increase the
Class Certificate Balance of the Class 6-A-2 Certificates.
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(M) On any Distribution Date on which the Class 7-A-3 Loss
Allocation Amount is greater than zero, the Calculation Balance of the
Class 7-A-3 Certificates will be reduced by the Class 7-A-3 Loss
Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Calculation Balances of the Class 7-A-1 and Class 7-A-2 Certificates
will not be reduced by the Class 7-A-3 Loss Allocation Amount.
Notwithstanding the foregoing, on any Distribution Date in which the
sum of the Class 7-A-1 Loss Amount and the Class 7-A-2 Loss Amount
exceeds the Calculation Balance of the Class 7-A-3 Certificates prior
to any reduction for the Class 7-A-3 Loss Allocation Amount, such
excess will be distributed, pro rata, in reduction of the Calculation
Balances of the Class 7-A-1 and Class 7-A-2 Certificates. Any increase
in the Calculation Balances allocated to the Class 7-A-1 and Class
7-A-2 Certificates pursuant to Section 5.04(b)(i) will instead
increase the Calculation Balance of the Class 7-A-3 Certificates.
(v) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.04(b) will be allocated to each Uncertificated
Lower-Tier Interest as described in Section 5.02 and to each Uncertificated
Middle-Tier Interest in an amount equal to the Realized Losses allocated to
such Uncertificated Middle-Tier Interest's Corresponding Upper-Tier Class
or Classes of Certificates.
(vi) Notwithstanding any other provision of this Section 5.04(b), no
Class Certificate Balance of a Class of Certificates or Component Balance
of a Component will be increased on any Distribution Date such that the
Class Certificate Balance of such Class or Component Balance of such
Component exceeds its Initial Class Certificate Balance, Maximum Initial
Class Certificate Balnace, Initial Component Balance or Maximum Initial
Component Balance plus, in the case of the Class C-A-5-1 and Class C-A-5-2
Components, any Class C-A-5-1 Accrual Distribution Amounts and Class
C-A-5-2 Accrual Distribution Amounts, respectively, previously added
thereto) less all distributions of principal previously distributed in
respect of such Class or Component on prior Distribution Dates (excluding
in the case of any Class of Class X-B or Class 7-B Certificates, any
principal otherwise payable to such Class of Certificates but used to pay
any PO Deferred Amount) or, in the case of a Class of Exchangeable REMIC
Certificates or Exchangeable Certificates, its Aggregate Denomination
(plus, in the case of the Class C-A-5-1 and Class C-A-5-2 Components, any
Class C-A-5-1 Accrual Distribution Amounts and Class C-A-5-2 Accrual
Distribution Amounts, respectively, previously added thereto) less all
distributions of principal previously distributed in respect of such Class
on prior Distribution Dates (excluding in the case of any Class of Class
X-B or Class 7-B Certificates, any principal otherwise payable to such
Class of Certificates but used to pay any PO Deferred Amount).
Section 5.05 Statements to Certificateholders.
(a) Prior to the Distribution Date in each month, based upon the
information provided to the Trustee on the Servicer's Certificate delivered to
the Trustee pursuant to Section 4.01 and with respect to subsections (V) and (W)
below, after consultation with the Depositor, the Trustee shall determine the
following information with respect to the Certificates and such Distribution
Date:
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(A) the actual Distribution Date, the LIBOR Determination
Date for the applicable Floating Rate Certificates, the related
Record Date and the Interest Accrual Period for each Class of
Certificates for such Distribution Date;
(B) the Pool Distribution Amount for each Loan Group;
(C) the amount of the Pool Distribution Amount for each Loan
Group allocable to principal, separately identifying the
aggregate amount of any Principal Prepayments, Liquidation
Proceeds and other components included therein;
(D) the amount of the Pool Distribution Amount for each Loan
Group allocable to interest and for each Related Group, the Class
C-A-5-1 Accrual Distribution Amount, the Class C-A-5-2 Accrual
Distribution Amount, any Class Unpaid Interest Shortfall or
Component Unpaid Interest Shortfall included in such distribution
and any remaining Class Unpaid Interest Shortfall or Component
Unpaid Interest Shortfall after giving effect to such
distribution;
(E) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be
distributable to such Holders if there were sufficient funds
available therefor, the amount of the shortfall and the
allocation thereof as between principal and interest;
(F) the Class Certificate Balance of each Class of
Certificates and the Component Balance of each Component before
and after giving effect to the distribution of principal on such
Distribution Date;
(G) for each Loan Group, the Pool Principal Balance for the
preceding Distribution Date and the related Distribution Date;
(H) the Aggregate Crossed Senior Percentage, the Senior
Percentage, the Senior Prepayment Percentage, the Aggregate
Crossed Subordinate Percentage, the Subordinate Percentage and
the Subordinate Prepayment Percentage for each Loan Group for
such Distribution Date;
(I) the amount of the Servicing Fees paid to or retained by
the Servicer with respect to each Loan Group and such
Distribution Date;
(J) the Pass-Through Rate for each such Class of
Certificates and each Component with respect to such Distribution
Date;
(K) the amount of Periodic Advances with respect to the
Mortgage Loans included in the distribution on such Distribution
Date and the aggregate amount of Periodic Advances outstanding
with respect to the Mortgage Loans as of the close of business on
the Determination Date immediately preceding such Distribution
Date;
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(L) the number and aggregate principal amounts of the
Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
foreclosure or bankruptcy) 31 to 60 days, 61 to 90 days and 91 or
more days, (B) in foreclosure, as of the close of business on the
last day of the calendar month preceding such Distribution Date
and (C) in bankruptcy, as of the close of business on the last
day of the calendar month preceding such Distribution Date;
(M) with respect to any Mortgage Loans that became REO
Properties during the preceding calendar month, the aggregate
number of such Mortgage Loans and the aggregate Stated Principal
Balance of such Mortgage Loans as of the close of business on the
Determination Date preceding such Distribution Date and the date
of acquisition of the REO Properties;
(N) for each Loan Group, the total number and principal
balance of any REO Properties (and market value, if available) as
of the close of business on the Determination Date preceding such
Distribution Date;
(O) the aggregate amount of Realized Losses with respect to
the Loan Group incurred during the preceding calendar month and
any PO Deferred Amounts for each PO Component for such
Distribution Date;
(P) the Class 4-A-2 Notional Amount, the Class 4-A-3
Notional Amount, the Class 4-A-IO Notional Amount, the Class
6-A-IO Notional Amount, the Class 7-A-IO Notional Amount, the
Class A-IO Notional Amount, the Class C-A-8-1 Notional Amount and
the Class C-A-8-2 Notional Amount for such Distribution Date;
(Q) for each Loan Group, the Reimbursement Amounts; and
(R) for each Loan Group, the amount of Recoveries, the PO
Recovery and the Non-PO Recovery;
(S) any expenses or indemnification amounts paid by the
Trust, the specific purpose of each payment and the parties to
whom such payments were made;
(T) any material modifications, extensions or waivers to
Mortgage Loan terms, fees, penalties or payments since the
previous Distribution Date;
(U) for the Mortgage Loans in each Loan Group, the number
and aggregate Stated Principal Balance, the weighted average
Mortgage Interest Rate, the weighted average remaining term, each
as of the close of business on the last day of the calendar month
preceding such Distribution Date;
(V) unless such information is otherwise set forth in the
Form 10-D relating to such Distribution Date and provided that
the Trustee is reasonably able to include such information in the
statement, material breaches of Mortgage Loan representations and
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warranties of which the Trustee has knowledge or has received
written notice;
(W) unless such information is otherwise set forth in the
Form 10-D relating to such Distribution Date and provided that
the Trustee is reasonably able to include such information in the
statement, material breaches of any covenants under this
Agreement of which the Trustee has knowledge or has received
written notice; and
(X) the Interest Rate Cap Agreement Payments paid to the
Class 2-A-4 and Class 3-A-2 Certificates; and
(Y) whether any exchanges of Exchangeable or Exchangeable
REMIC Certificates have taken place since the preceding
Distribution Date, and, if applicable, the Class designations,
Class Certificate Balances, Notional Amounts, Pass-Through Rates,
and any interest and principal paid, including any shortfalls
allocated, of any Classes of Exchangeable REMIC Certificates or
Exchangeable Certificates that were received by the
Certificateholder as a result of such exchange.
For all purposes of this Agreement, with respect to any Mortgage Loan,
delinquencies shall be determined and reported based on the so-called "MBA"
methodology for determining delinquencies on mortgage loans similar to the
Mortgage Loans. By way of example, a Mortgage Loan would be delinquent with
respect to a Monthly Payment due on a Due Date if such Monthly Payment is not
made by the close of business on the Mortgage Loan's next succeeding Due Date,
and a Mortgage Loan would be more than 30-days delinquent with respect to such
Monthly Payment if such Monthly Payment were not made by the close of business
on the Mortgage Loan's second succeeding Due Date.
(b) No later than each Distribution Date, the Trustee, based upon
information supplied to it on the Servicer's Certificate, shall make available
to each Holder of a Certificate, each Rating Agency, the Depositor and the
Servicer, a statement setting forth the information set forth in Sections
5.05(a) (a "Monthly Statement").
In the case of information furnished pursuant to clauses (iii) and (iv) of
Section 5.05(a), the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination.
On each Distribution Date, the Trustee shall prepare and make available to
each Financial Market Service, in electronic or such other format and media
mutually agreed upon by the Trustee, the Financial Market Service and the
Depositor, the Monthly Statement.
The Trustee will make the Monthly Statement to Certificateholders (and, at
its option, any additional files containing the same or additional information
in an alternative format) available each month to Certificateholders and other
parties to this Agreement via the Trustee's Internet website. The Trustee's
Internet website shall initially be located at "xxx.xxxxxxx.xxx." Assistance in
using the website can be obtained by calling the Trustee's customer service desk
at (000) 000-0000. Parties that are unable to use the website are entitled to
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have a paper copy mailed to them via first class mail by calling the customer
service desk and indicating such. The Trustee shall have the right to change the
way the Monthly Statements to Certificateholders are distributed in order to
make such distribution more convenient and/or more accessible to the above
parties and the Trustee shall provide timely and adequate notification to all
above parties regarding any such changes.
Within a reasonable period of time after the end of each calendar year, the
Trustee shall furnish to each Person who at any time during the calendar year
was the Holder of a Certificate, if requested in writing by such Person, a
statement containing the information set forth in clauses (C) and (D) of Section
5.05(a), in each case aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in force.
The Trustee shall deliver to the Holders of Certificates any reports or
information the Trustee is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and
the Trustee shall prepare and provide to the Certificateholders (by mail,
telephone, or publication as may be permitted by applicable Treasury
Regulations) such other reasonable information as the Trustee deems necessary or
appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holder of the Residual Certificate for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holder of the Residual
Certificate by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each
REMIC created hereunder, nothing contained in this Agreement, including without
limitation Section 7.03 hereof, shall be interpreted to require the Trustee
periodically to appraise the fair market values of the assets of the Trust
Estate or to indemnify the Trust Estate or any Certificateholders from any
adverse federal, state or local tax consequences associated with a change
subsequently required to be made in the Depositor's initial good faith
determinations of such fair market values (if subsequent determinations are
required pursuant to the REMIC Provisions) made from time to time.
Section 5.06 REMIC Tax Returns and Reports to Certificateholders.
(a) For federal income tax purposes, each REMIC created hereunder shall
have a taxable year ending on December 31st and shall maintain its books on the
accrual method of accounting.
(b) The Trustee shall prepare or cause to be prepared, shall execute or
cause to be executed by such Person as is required by the Code, Treasury
Regulations or state or local tax laws, regulations or rules and shall file or
cause to be filed with the Internal Revenue Service and applicable state or
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local tax authorities income tax and information returns for each taxable year
with respect to each REMIC created hereunder containing such information at the
times and in the manner as may be required by the Code, the Treasury Regulations
or state or local tax laws, regulations, or rules, and shall furnish or cause to
be furnished to each REMIC created hereunder and the Certificateholders the
schedules, statements or information at such times and in such manner as may be
required thereby. The Servicer shall provide on a timely basis to the Trustee
and the Depositor or its designee such information with respect to the assets of
the Trust Estate as is in its possession and reasonably required by the Trustee
to enable it to perform its obligations under this Article V. Within 30 days of
the Closing Date, the Trustee shall obtain for each REMIC created hereunder a
taxpayer identification number on Form SS-4 and any similarly required state or
local forms or as otherwise permitted by the Internal Revenue Service, and shall
furnish or cause to be furnished to the Internal Revenue Service, on Form 8811
and any similarly required state or local forms or as otherwise required by the
Code or the Treasury Regulations, the name, title, address and telephone number
of the person that Holders of the Certificates may contact for tax information
relating thereto, together with such additional information at the time or times
and in the manner required by the Code or the Treasury Regulations. Such
federal, state, or local income tax and information returns shall be signed by
the Trustee, or such other Person as may be required to sign such returns by the
Code, the Treasury Regulations or state or local tax laws, regulations, or
rules.
(c) In the first federal income tax return (and any similar required state
or local income tax returns) of each REMIC created hereunder for its short
taxable year ending December 31, 2007, REMIC status shall be elected for such
taxable year and all succeeding taxable years.
(d) The Trustee will maintain or cause to be maintained such records
relating to each REMIC created hereunder, including but not limited to records
relating to the income, expenses, assets and liabilities of the Trust Estate,
and the initial fair market value and adjusted basis of the Trust Estate
property and assets determined at such intervals as may be required by the Code
or the Treasury Regulations, as may be necessary to prepare the foregoing
returns, schedules, statements or information.
Section 5.07 Tax Matters Person.
The Tax Matters Person shall have the same duties with respect to the
applicable REMIC as those of a "tax matters partner" under Subchapter C of
Chapter 63 of Subtitle F of the Code. The Holder of the Class 1-A-R Certificate
is hereby designated as the Tax Matters Person for the Upper-Tier REMIC, the
Middle-Tier REMIC and the Lower-Tier REMIC. By its acceptance of the Class 1-A-R
Certificate, such Holder irrevocably appoints the Trustee as its agent to
perform all of the duties of the Tax Matters Person for the Upper-Tier REMIC,
the Middle-Tier REMIC and the Lower-Tier REMIC.
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Section 5.08 Rights of the Tax Matters Person in Respect of the Trustee.
The Trustee shall afford the Tax Matters Person, upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or failure to act by the
Trustee and is not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.
Section 5.09 REMIC and Grantor Trust Related Covenants.
For as long as any REMIC or Exchangeable Certificate created hereunder
shall exist, the Trustee, the Depositor and the Servicer shall act in accordance
herewith to assure continuing treatment of each REMIC created hereunder as a
REMIC and each grantor trust created hereunder as a "grantor trust" within the
meaning of the Code and related regulations and avoid the imposition of tax on
any REMIC or grantor trust created hereunder. In particular:
(a) The Trustee shall not create, or permit the creation of, any
"interests" in any REMIC created hereunder within the meaning of Code Section
860D(a)(2) other than the interests represented by the Residual Certificate, the
Upper-Tier Regular Interests, the Uncertificated Middle-Tier Interests and the
Uncertificated Lower-Tier Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor, the
Servicer and the Sponsor, shall not contribute to the Trust Estate and the
Trustee shall not accept property unless substantially all of the property held
in each REMIC constitutes either "qualified mortgages" or "permitted
investments" as defined in Code Sections 860G(a)(3) and (5), respectively, and
(ii) no property shall be contributed, or deemed contributed, to any REMIC
created hereunder after the start-up day unless such contribution would not
subject the Trust Estate to the 100% tax on contributions to a REMIC created
hereunder after the start-up day of such REMIC imposed by Code Section 860G(d).
(c) The Trustee shall not accept on behalf of any REMIC created hereunder
any fee or other compensation for services and neither of the Trustee or the
Servicer shall knowingly accept, on behalf of the Trust Estate any income from
assets other than those permitted to be held by a REMIC.
(d) The Trustee shall not sell or permit the sale of all or any portion of
the Mortgage Loans (other than in accordance with Sections 2.02 or 2.04), unless
such sale is pursuant to a "qualified liquidation" of the applicable REMIC as
defined in Code Section 860F(a)(4)(A) and in accordance with Article X.
(e) The Trustee shall maintain books with respect to the Trust and each
REMIC created hereunder on a calendar year taxable year basis and on an accrual
basis.
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(f) Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on any REMIC created hereunder or the Exchangeable Certificates Grantor
Trust and will not disqualify any such REMIC from treatment as a REMIC or
disqualify the Exchangeable Certificates Grantor Trust from treatment as a
grantor trust; and, provided further, that the Servicer shall have demonstrated
to the satisfaction of the Trustee that such action will not adversely affect
the rights of the Holders of the Certificates and the Trustee and that such
action will not adversely impact the rating of the Certificates. Neither the
Servicer, nor the Trustee shall, unless the Mortgagor is in default with respect
to the Mortgage Loan or such default is, in the judgment of the Servicer,
reasonably foreseeable, permit any modification with respect to any Mortgage
Loan that would (i) change the Mortgage Interest Rate, defer or forgive the
payment thereof of any principal or interest payments, reduce the Stated
Principal Balance (except for actual payments of principal) or extend the final
maturity date with respect to such Mortgage Loan, (ii) affect adversely the
status of any REMIC as a REMIC or (iii) cause any REMIC to be subject to a tax
on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions. Further, neither the Servicer nor the Trustee shall permit any
modification with respect to any Mortgage Loan that would both (x) effect an
exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the
Treasury regulations and (y) cause any REMIC constituting part of the Trust
Estate to fail to qualify as a REMIC under the Code or the imposition of any tax
on "prohibited transactions" or "contributions" after the Start-up Day under the
REMIC Provisions.
Section 5.10 Determination of One-Month LIBOR.
On each LIBOR Determination Date for a Class of Floating Rate Certificates,
the Trustee shall determine One-Month LIBOR for the applicable Distribution Date
on the basis of the British Bankers' Association ("BBA") "Interest Settlement
Rate" for one-month deposits in U.S. Dollars as found on Reuters Screen LIBOR01
as of 11:00 A.M. London time on such LIBOR Determination Date. As used herein,
"Reuters Screen LIBOR01" means the display page designated on the Reuters
Monitor Money Rates Service (or such other screen as may replace that screen on
that service for the purpose of displaying comparable rates or prices).
If on any LIBOR Determination Date for a Class of Floating Rate
Certificates, the Trustee is unable to determine One-Month LIBOR on the basis of
the method set forth in the preceding paragraph, One-Month LIBOR for the
applicable Distribution Date will be whichever is higher of (x) One-Month LIBOR
as determined on the previous LIBOR Determination Date for such Class of
Floating Certificates or (y) the Reserve Interest Rate. The "Reserve Interest
Rate" will be the rate per annum 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 U.S. Dollar lending rates 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 U.S. Dollar lending rate
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that the New York City banks selected by the Trustee are quoting on such LIBOR
Determination Date to leading European banks.
If on any LIBOR Determination Date for a Class of Floating Rate
Certificates, the Trustee is required but is unable to determine the Reserve
Interest Rate in the manner provided in the preceding paragraph, One-Month LIBOR
for the applicable Distribution Date will be One-Month LIBOR as determined on
the previous LIBOR Determination Date for such Class of Floating Rate
Certificates, or, in the case of the first LIBOR Determination Date for which
the Trustee is required to determine One-Month LIBOR, 5.320%.
The establishment of One-Month LIBOR by the Trustee and the Trustee's
subsequent calculation of the rates of interest applicable to each of the
Floating Rate Certificates in the absence of manifest error, will be final and
binding. After a LIBOR Determination Date, the Trustee shall provide the
Pass-Through Rates and Certificate Interest Rates of the Floating Rate
Certificates for the related Distribution Date to Beneficial Owners or Holders
of Floating Rate Certificates who place a telephone call to the Trustee at (866)
846-4526 and make a request therefor.
Section 5.11 Servicer and Trustee Indemnification.
(a) In the event that any REMIC created hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Trustee of its
duties and obligations set forth herein or (ii) any state, local or franchise
taxes imposed upon the Trust Estate as a result of the location of the Trustee
or any co-trustee, the Trustee shall indemnify the Trust Estate against any and
all losses, claims, damages, liabilities or expenses ("Losses") resulting from
such negligence, including, without limitation, any reasonable attorneys' fees
imposed on or incurred as a result of a breach of the Trustee's or any
co-trustee's covenants.
(b) In the event that any REMIC created hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Servicer of its
duties and obligations set forth herein or (ii) any state, local or franchise
taxes imposed upon the Trust Estate as a result of the location of the Servicer,
the Servicer shall indemnify the Trust Estate against any and all Losses
resulting from such negligence, including, without limitation, any reasonable
attorneys' fees imposed on or incurred as a result of a breach of the Servicer's
covenants.
Section 5.12 Grantor Trust Administration.
(a) The Trustee shall treat the portions of the Trust Estate consisting of
any interests in the Exchangeable REMIC Certificates beneficially owned in the
form of Exchangeable Certificates and rights with respect thereto as assets of
the Exchangeable Certificates Grantor Trust. Each beneficial owner of
Exchangeable REMIC Certificates that elects to hold its interest in the
Exchangeable REMIC Certificates in the form of Exchangeable Certificates
pursuant to Sections 6.05 and 6.06 of this Agreement shall be deemed to have
instructed the Trustee to deposit the applicable Exchangeable REMIC Certificates
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into the Exchangeable Certificates Grantor Trust and all distributions in
respect of such Exchangeable REMIC Certificates shall be deposited into the
Exchangeable Certificates Grantor Trust Account. Funds in the Exchangeable
Certificates Grantor Trust Account shall remain uninvested. The Trustee hereby
designates the Exchangeable Certificates Grantor Trust Account as a sub-account
of the Certificate Account. The Trustee shall treat the portions of the Trust
Estate consisting of the Class 2-A-4 Reserve Fund and Class 2-A-4 Interest Rate
Cap Agreement and rights and obligations with respect thereto as the Class 2-A-4
Grantor Trust, and the portions of the Trust Estate consisting of the Class
3-A-2 Reserve Fund and Class 3-A-2 Interest Rate Cap Agreement and rights and
obligations with respect thereto as the Class 3-A-2 Grantor Trust, and
provisions of this Agreement shall be interpreted consistently with this
treatment.
(b) On each Distribution Date, the Trustee shall be deemed (i) to deposit
all distributions in respect of the Exchangeable REMIC Certificates deemed
received by it from the Upper-Tier Certificate Account pursuant to paragraph (a)
of this Section 5.12 in the Exchangeable Certificates Grantor Trust Account and
shall immediately distribute such amounts in respect of the related Exchangeable
Certificates, (ii) to deposit all distributions in respect of the Class 2-A-4
Reserve Fund in the Class 2-A-4 Grantor Trust, and shall immediately distribute
such amounts as provided in Section 3.09 and (iii) to deposit all distributions
in respect of the Class 3-A-2 Reserve Fund in the Class 3-A-2 Grantor Trust, and
shall immediately distribute such amounts as provided in Section 3.09.
(c) Any beneficial owner of Exchangeable Certificates that exchanges such
Exchangeable Certificates for the related Exchangeable REMIC Certificates shall
be deemed to have instructed the Trustee to remove such Exchangeable REMIC
Certificates from the Exchangeable Certificates Grantor Trust, so that
distributions on such Exchangeable REMIC Certificates are made directly from the
Upper-Tier Certificate Account to such beneficial owner.
(d) The Trustee shall account for the Class 2-A-4 Grantor Trust, the Class
3-A-2 Grantor Trust and the Exchangeable Certificates Grantor Trust and the
respective assets and rights with respect thereto as, for federal income tax
purposes, separate grantor trusts, each as described in Subpart E of Part I of
Subchapter J of the Code and Treasury Regulations Section 301.7701-4(c) and not
as assets of any REMIC created pursuant to this Agreement. The Trustee shall
apply for taxpayer identification numbers on IRS Form SS-4 and any similarly
required state or local forms for each grantor trust. The Trustee shall furnish
or cause to be furnished to the Holders of the Class 2-A-4 Certificates, the
Class 3-A-2 Certificates and the Exchangeable Certificates, respectively, and
shall file or cause to be filed such forms as may be required by the Code and
regulations promulgated thereunder and any similar state or local laws with
respect to the allocable shares of income and expenses with respect to the
assets of the respective grantor trust at the time and in the manner required by
the Code and regulations promulgated thereunder and any similar state or local
laws. The Trustee shall sign any forms required above.
(e) Each of the Class 2-A-4 Grantor Trust and Class 3-A-2 Grantor Trust is
a WHFIT that is a NMWHFIT. The Exchangeable Certificates Grantor Trust is a
WHFIT that is a WHMT. The Trustee will report as required under the WHFIT
Regulations to the extent such information as is reasonably necessary to enable
the Trustee to do so, and is not in its possession, is provided to the Trustee
on a timely basis. The Trustee shall assume that DTC is the only "middleman" (as
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such term is defined in the WHFIT Regulations) with respect to the Book-Entry
Certificates. The Depositor shall pay for any tax reporting penalties that may
arise as a result of the Depositor incorrectly determining the status of a
grantor trust as a WHFIT.
(f) The Trustee, in its discretion, will report required WHFIT information
using either the cash or accrual method, except to the extent the WHFIT
Regulations specifically require a different method. The Trustee will be under
no obligation to determine whether any Certificateholder or other beneficial
owner of a Certificate uses the cash or accrual method. The Trustee will make
available information as required by the WHFIT Regulations to Certificateholders
annually. In addition, the Trustee will not be responsible or liable for
providing subsequently amended, revised or updated information to any
certificate holder, unless requested by the Certificateholder.
(g) The Trustee shall not be liable for failure to meet the reporting
requirements of the WHFIT Regulations nor for any penalties thereunder if such
failure is due to: (i) the lack of reasonably necessary information being
provided to the Trustee, (ii) incomplete, inaccurate or untimely information
being provided to the Trustee or (iii) the inability of the Trustee, after good
faith efforts, to alter its existing information reporting systems to capture
information necessary to fully comply with the WHFIT Regulations for the 2007
calendar year. Absent receipt of information regarding any sale of Certificates,
including the price, amount of proceeds and date of sale from the beneficial
owner thereof, the Depositor and the Trustee may assume there is no secondary
market trading of WHFIT interests.
(h) To the extent required by the WHFIT Regulations, the Trustee will use
reasonable efforts to publish on an appropriate website the CUSIPs for the
Certificates that represent ownership of a WHFIT. The CUSIPs so published will
represent the Rule 144A CUSIPs. The Trustee will make reasonable good faith
efforts to keep the website accurate and updated to the extent CUSIPs have been
received. The Trustee will not be liable for investor reporting delays that
result from the receipt of inaccurate or untimely CUSIP information.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Certificates shall be
substantially in the forms set forth in Exhibits A-1AR through A-CA15, Exhibits
B-XB1 through B-7B6 and C (reverse of all Certificates) and shall, on original
issue, be executed by the Trustee and shall be authenticated and delivered by
the Trustee to or upon the order of the Depositor upon receipt by the Trustee of
the documents specified in Section 2.01. The Classes of Certificates shall be
available to investors in the minimum Denominations of initial Certificate
Balance or initial notional amount and the integral multiples in excess thereof
as set forth in the Preliminary Statement. The Senior Certificates (other than
the Class 1-A-R Certificate) and the Class X-B-1, Class X-B-2, Class X-B-3,
Class 7-B-1, Class 7-B-2 and Class 7-B-3 Certificates shall initially be issued
in book-entry form through the Depository and delivered to the Depository or,
pursuant to the Depository's instructions on behalf of the Depository to, and
deposited with, the Certificate Custodian, and all other Classes of Certificates
shall initially be issued in definitive, fully-registered form.
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The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Trustee substantially in the form provided for
herein, and such authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Section 6.02 Registration of Transfer and Exchange of Certificates. (a) The
Trustee shall cause to be kept at an office or agency in the city in which the
Corporate Trust Office of the Trustee is located a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Trustee shall initially serve
as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized Denominations of a like Class, tenor and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or its attorney duly authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the Book-Entry
Certificates shall at all times remain registered in the name of the Depository
or its nominee and at all times: (A) registration of the Book-Entry Certificates
may not be transferred by the Trustee except to another Depository; (B) the
Depository shall maintain book-entry records with respect to the Certificate
Owners and with respect to ownership and transfers of such Book-Entry
Certificates; (C) ownership and transfers of registration of the Book-Entry
Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (D) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (E)
the Trustee shall deal with the Depository as the representative of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising the
rights of Holders under this Agreement, and requests and directions for and
votes of the Depository shall not be deemed to be inconsistent if they are made
with respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the Depository
with respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners.
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(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If the Depository advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and the Trustee or the Depositor is unable
to locate a qualified successor, the Trustee shall notify all Certificate
Owners, through the Depository, of the occurrence of such event and of the
availability of definitive, fully-registered Certificates (the "Definitive
Certificates") to such Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the
Depository (or by the Certificate Custodian, if it holds such Class on
behalf of the Depository), accompanied by the instructions from the
Depository for registration, the Trustee shall issue the Definitive
Certificates. None of the Servicer, the Depositor or the Trustee shall be
liable for any delay in delivery of such instruction and may conclusively
rely on, and shall be protected in relying on, such instructions. The
Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates, the Trustee
shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such transfer
is exempt from the registration requirements of the 1933 Act and any applicable
state securities laws or is made in accordance with the 1933 Act and such laws.
In the event of any such transfer, (other than in connection with the initial
transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor or, in the case of the Class 1-A-R Certificate, the first transfer by
an Affiliate of the Depositor, (i) unless such transfer is made in reliance on
Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written
Opinion of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached hereto as Exhibit G-1 and a certificate from
such Certificateholder's prospective transferee substantially in the form
attached hereto either as Exhibit G-2A or as Exhibit G-2B, which certificates
shall not be an expense of the Trustee or the Depositor; provided that the
foregoing requirements under clauses (i) and (ii) shall not apply to a transfer
of a Private Certificate between or among the Depositor, the Seller, their
affiliates or both. The Depositor shall provide to any Holder of a Private
Certificate and any prospective transferees designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such
other information as shall be necessary to satisfy the condition to eligibility
set forth in Rule 144A(d)(4) for transfer of any such certificate without
registration thereof under the 1933 Act pursuant to the registration exemption
provided by Rule 144A. The Holder of a Private Certificate desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws. For purposes of
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clause (ii) of this Section 6.02(d) the representations required in any
transferor certificate (substantially in the form of Exhibit G-1 hereto) and any
investment letter (substantially in the form of Exhibit G-2A hereto) shall be
deemed to have made in connection with the transfer of any Private Certificate
that is a Book-Entry Certificate.
(e) No transfer of an ERISA Restricted Certificate shall be made unless the
transferee delivers to the Trustee either (i) a representation letter
substantially in the form of Exhibit H from the transferee of such Certificate,
which representation letter shall not be an expense of the Depositor, the
Trustee or the Servicer, or (ii) in the case of any ERISA Restricted Certificate
(other than the Class 1-A-R Certificate) presented for registration in the name
of an employee benefit plan or arrangement subject to Title I of ERISA or
Section 4975 of the Code, or a Person acting on behalf of or using assets of any
such employee benefit plan or arrangement (collectively, a "Plan"), an Opinion
of Counsel in form and substance satisfactory to the Trustee to the effect that
the purchase or holding of such ERISA Restricted Certificate will not constitute
or result in a non exempt prohibited transaction within the meaning of Section
406 of ERISA or, Section 4975 of the Code and will not subject the Trustee, the
Depositor or the Servicer to any obligation in addition to those undertaken in
this Agreement, which Opinion of Counsel shall not be an expense of the Trustee
or the Servicer. In the case of an ERISA Restricted Certificate that is a
Book-Entry Certificate, for purposes of clause (i) of the preceding sentence, a
transferee will be deemed to have made one of the representations set forth in
Exhibit H to the Trustee by the acceptance by a Certificate Owner of a
Book-Entry Certificate of the beneficial interest in any such Class of ERISA
Restricted Certificates, unless the Trustee shall have received from the
transferee an alternative representation or Opinion of Counsel acceptable in
form and substance to the Depositor. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA Restricted Certificate in
definitive form to a Plan without the delivery to the Trustee of a properly
completed representation letter or an Opinion of Counsel, in each case,
satisfactory to the Trustee and the Depositor as described above shall be void
and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any liability
for transfers of Book-Entry Certificates made through the book-entry facilities
of the Depository or between or among any Depository Participants or Certificate
Owners, made in violation of applicable restrictions. The Trustee may rely and
shall be fully protected in relying upon information furnished by the Depository
with respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and Persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners.
To the extent permitted under applicable law (including, but not limited
to, ERISA), the Trustee shall be under no liability to any Person for any
registration of transfer of any ERISA Restricted Certificate that is in fact not
permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in the
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in the Residual
Certificate are expressly subject to the following provisions:
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(i) Each Person holding or acquiring any Ownership Interest in the
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in the Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in the Residual Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit substantially
in the form of Exhibit I hereto from the proposed transferee and a
certificate substantially in the form attached hereto as Exhibit W.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Trustee has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in the Residual
Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in the Residual Certificate may be purchased
by or transferred to any Person that is not a U.S. Person, unless (A) such
Person holds the Residual Certificate in connection with the conduct of a
trade or business within the United States and furnishes the transferor and
the Trustee with an effective Internal Revenue Service Form W-8ECI (or
successor thereto) or (B) the transferee delivers to both the transferor
and the Trustee an Opinion of Counsel from a nationally-recognized tax
counsel to the effect that such transfer is in accordance with the
requirements of the Code and the regulations promulgated thereunder and
that such transfer of the Residual Certificate will not be disregarded for
federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership Interest in
the Residual Certificate in violation of the provisions of this Section
6.02 shall be absolutely null and void and shall vest no rights in the
purported transferee. If any purported transferee shall, in violation of
the provisions of this Section 6.02, become a Holder of the Residual
Certificate, then the prior Holder of the Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of the Residual Certificate was not in fact permitted by this
Section 6.02, be restored to all rights as Holder thereof retroactive to
the date of registration of transfer of the Residual Certificate. The
Trustee shall be under no liability to any Person for any registration of
transfer of the Residual Certificate that is in fact not permitted by this
Section 6.02 or for making any distributions due on the Residual
Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of the Agreement so long as the
transfer was registered in accordance with this Section 6.02. The Trustee
shall be entitled to recover from any Holder of the Residual Certificate
that was in fact not a Permitted Transferee at the time such distributions
were made all distributions made on the Residual Certificate. Any such
distributions so recovered by the Trustee shall be distributed and
delivered by the Trustee to the prior Holder of the Residual Certificate
that is a Permitted Transferee.
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(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in the Residual Certificate in violation of the
restrictions in this Section 6.02, then the Trustee, based on information
provided to the Trustee by the Servicer, will provide to the Internal
Revenue Service, and to the Persons specified in Section 860E(e)(3) and (6)
of the Code, information needed to compute the tax imposed under Section
860E(e) of the Code on transfers of residual interests to disqualified
organizations. The expenses of the Trustee under this clause (vii) shall be
reimbursable by the Trust.
(viii) No Ownership Interest in the Residual Certificate shall be
acquired by a Plan.
(g) No service charge shall be imposed for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Trustee, the
Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the
issuance of any new Certificate under this Section, the Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar or any agent of the Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
Section 6.05 Transfer of Exchangeable REMIC Certificates and Exchangeable
Certificates.
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(a) Upon the presentation and surrender by any Certificateholder of its
Exchangeable REMIC Certificates or Exchangeable Certificates in the appropriate
Combination as set forth in Exhibit X hereto, such Certificateholder shall
thereby transfer, assign, set over and otherwise convey to the Trustee, all of
such Certificateholder's right, title and interest in and to such Exchangeable
REMIC Certificates or Exchangeable Certificates, including all payments of
interest thereon received after the date of such presentation and surrender and
until such Certificateholder informs the Trustee that it wishes to again hold
its interest in the form of Exchangeable REMIC Certificates or Exchangeable
Certificates, as applicable.
(b) The Trustee acknowledges any transfer and assignment of Exchangeable
REMIC Certificates or Exchangeable Certificates pursuant to the foregoing
paragraph, and hereby declares that it will hold the same in trust for the
Certificateholders on the terms set forth in this Agreement, and shall treat
such Exchangeable REMIC Certificates and Exchangeable Certificates in accordance
with Section 5.12 of this Agreement.
Section 6.06 Exchanges of Exchangeable REMIC Certificates and Exchangeable
Certificates.
(a) Exchangeable Certificates shall be exchangeable on the books of DTC for
Exchangeable REMIC Certificates and Exchangeable REMIC Certificates shall be
exchangeable on the books of DTC for Exchangeable Certificates, on and after the
Closing Date, by notice to the Trustee substantially in the form of Exhibit Y
hereto or under the terms and conditions hereinafter set forth and otherwise in
accordance with the procedures specified in this Agreement.
(b) In the case of each Combination, Certificates of the Classes of
Exchangeable REMIC Certificates in such Combination shall be exchangeable for
Certificates of the Class of Exchangeable Certificates related to such
Combination in respective Denominations, determined based on the proportion that
the Maximum Initial Class Certificate Balances or Maximum Initial Notional
Amounts of such Exchangeable REMIC Certificates, bear to the Maximum Initial
Class Certificate Balances of the related Exchangeable Certificates, as set
forth in Exhibit X hereto. Except as provided in Section 5.12 of this Agreement,
upon any such exchange, the portions of the Exchangeable REMIC Certificates
designated for exchange shall be deemed cancelled and replaced by the
Exchangeable Certificates issued in exchange therefor. Correspondingly,
Exchangeable Certificates related to a Combination may be further designated for
exchange for Exchangeable REMIC Certificates in such Combination in respective
Denominations determined based on the proportion that the Maximum Initial Class
Certificate Balances or Maximum Initial Notional Amounts of such Exchangeable
REMIC Certificates bear to the Maximum Initial Class Certificate Balance of the
related Exchangeable Certificates, as set forth in Exhibit X hereto. There shall
be no limitation on the number of exchanges authorized pursuant to this Section
6.06 and, except as provided below, no fee or other charge shall be payable to
the Trustee or DTC in connection therewith.
(c) In order to effect an exchange of Exchangeable REMIC Certificates or
Exchangeable Certificates, the Certificateholder shall notify the Trustee by e
mail at xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx no later than two Business Days before
the proposed exchange date. The exchange date may be any Business Day other than
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the first or last Business Day of the month, subject to the Trustee's approval.
In addition, the Certificateholder must provide notice on the
Certificateholder's letterhead, which notice must carry a medallion stamp
guarantee and set forth the following information: the CUSIP number of each
Exchangeable REMIC Certificate or Exchangeable Certificate to be exchanged and
Exchangeable REMIC Certificates or Exchangeable Certificate to be received; the
outstanding portion of the Class Certificate Balances and/or Notional Amounts
and the Maximum Initial Class Certificate Balances and/or Notional Amounts of
the Exchangeable REMIC Certificates or Exchangeable Certificates to be
exchanged; the Certificateholder's DTC participant number; and the proposed
exchange date. After receiving the notice, the Trustee shall e-mail the
Certificateholder with wire payment instructions relating to the exchange fee.
The Certificateholder will utilize the "deposit and withdrawal system" at DTC to
exchange the Certificates. The Trustee shall verify the proposed proportions to
ensure that the principal and interest entitlements of the Certificates received
equal the entitlements of the Certificates surrendered. If there is an error,
the exchange will not occur until such error is corrected. Unless rejected for
error, a notice becomes irrevocable on the second Business Day before the
proposed exchange date.
(d) Notwithstanding any other provision herein set forth, a fee of $5,000
shall be payable to the Trustee in connection with each exchange.
(e) The Trustee shall make the first distribution on an Exchangeable REMIC
Certificate or Exchangeable Certificate received in an exchange transaction on
the Distribution Date in the month following the month of the exchange to the
Certificateholder of record as of the close of business on the last day of the
month of the exchange.
ARTICLE VII
THE DEPOSITOR AND THE SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Servicer. The
Depositor and the Servicer shall each be liable in accordance herewith only to
the extent of the obligations specifically and respectively imposed upon and
undertaken by the Depositor and the Servicer herein. By way of illustration and
not limitation, the Depositor is not liable for the servicing and administration
of the Mortgage Loans, nor is it obligated by Section 8.01 to assume any
obligations of the Servicer or to appoint a designee to assume such obligations,
nor is it liable for any other obligation hereunder that it may, but is not
obligated to, assume unless it elects to assume such obligation in accordance
herewith.
Section 7.02 Merger or Consolidation of the Depositor or the Servicer. The
Depositor and the Servicer will each keep in full effect its existence, rights
and franchises as a separate entity under the laws governing its organization,
and will each obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.
Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Servicer shall be a party, or any Person succeeding
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to the business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
(a) the successor or surviving Person to the Servicer shall be qualified to
service mortgage loans on behalf of Xxxxxx Xxx or Xxxxxxx Mac and (b) the
Servicer and such successor or surviving Person shall notify the Depositor and
the Trustee of any such merger, conversion or consolidation at least two
Business Days prior to the effective date thereof and shall provide the
Depositor and the Trustee with all information required by the Depositor to
comply with its reporting obligation under Item 6.02 of Form 8-K not later than
the effective date of such merger, conversion or consolidation.
Section 7.03 Limitation on Liability of the Depositor, the Servicer and
Others. None of the Depositor, the Servicer or any of the directors, officers,
employees or agents of the Depositor or of the Servicer shall be under any
liability to the Trust Estate or the Certificateholders for any action taken or
for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor or the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee or agent of the Depositor or the Servicer
shall be indemnified by the Trust Estate and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. Neither of the Depositor nor the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Servicer may in its discretion undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate (except any expenses, costs or liabilities incurred as a result of
any breach of representations or warranties of the related party or by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
of such party hereunder or by reason of reckless disregard of obligations and
duties of such party hereunder), and the Depositor and the Servicer shall be
entitled to be reimbursed therefor out of amounts attributable to the Mortgage
Loans on deposit in the Servicer Custodial Account as provided by Section 3.11.
Section 7.04 Depositor and Servicer Not to Resign. Subject to the
provisions of Section 7.02, neither the Depositor nor the Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon
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determination that its duties hereunder are no longer permissible under
applicable law or, in the case of the Servicer, pursuant to Section 7.05. Any
such determination permitting the resignation of the Depositor or the Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Trustee. No such resignation by the Servicer shall become effective until the
Trustee or a successor Servicer shall have assumed the Servicer's
responsibilities and obligations in accordance with Section 8.05 hereof.
Section 7.05 Assignment or Delegation of Duties by the Servicer. The
Servicer shall have the right to assign its rights and delegate its duties and
obligations hereunder; provided, however, that (i) the purchaser or transferee
accepting such assignment or delegation is qualified to service mortgage loans
for Xxxxxx Xxx or Xxxxxxx Mac, is satisfactory to the Trustee, in the exercise
of its reasonable judgment, and executes and delivers to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which
contains an assumption by such purchaser or transferee of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Servicer hereunder from and after the date of such agreement;
and (ii) each applicable Rating Agency's rating of any Certificates in effect
immediately prior to such assignment, sale or transfer is not reasonably likely
to be qualified, downgraded or withdrawn as a result of such assignment, sale or
transfer and the Certificates are not reasonably likely to be placed on credit
review status by any such Rating Agency. In no case, however, shall any
permitted assignment and delegation relieve the Servicer of any liability to the
Trustee or the Depositor under this Agreement, incurred by it prior to the time
that the conditions contained in clauses (i) and (ii) above are met.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following events ("Events
of Default") shall occur and be continuing:
(a) any failure by the Servicer to deposit amounts in the Servicer
Custodial Account in the amount and manner provided herein so as to enable the
Trustee to distribute to Holders of Certificates any payment required to be made
under the terms of such Certificates and this Agreement (other than the payments
required to be made under Section 3.20) which continues unremedied for a period
of two days; or
(b) failure on the part of the Servicer duly to observe or perform in any
material respect any other covenants or agreements of the Servicer set forth in
the Certificates or in this Agreement, which covenants and agreements continue
unremedied for a period of 30 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Servicer by the Trustee or the Depositor, or to the Servicer, the Depositor and
the Trustee by the Holders of Certificates evidencing Voting Rights aggregating
not less than 25% of all Certificates affected thereby; or
(c) the entry of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against the
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Servicer, or for the winding up or liquidation of the Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or
(d) the consent by the Servicer to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to the Servicer or
of or relating to substantially all of its property; or the Servicer shall admit
in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations;
(e) failure by the Servicer to duly perform, within the required time
period, its obligations under Section 3.20, Section 3.21 or Section 3.22; or
(f) the failure of the Servicer to remit any Periodic Advance required to
be remitted by the Servicer pursuant to Section 3.20 which failure continues
unremedied at 3:00 p.m. on the Business Day prior to the related Distribution
Date;
then, and in each and every such case (other than the Event of Default described
in clause (e) hereof), so long as an Event of Default shall not have been
remedied by the Servicer, the Trustee may, and at the direction of the Holders
of Certificates evidencing Voting Rights aggregating not less than 51% of all
Certificates affected thereby shall, by notice then given in writing to the
Servicer (and to the Depositor), terminate all of the rights and obligations of
the Servicer under this Agreement. If an Event of Default described in clause
(e) hereof shall occur, the Trustee shall, by notice to the Servicer, terminate
all of the rights and obligations of the Servicer under this Agreement and in
and to the Mortgage Loans and proceeds thereof (other than the Servicer's right
to recovery of the aggregate Servicing Fees due prior to the date of termination
and other expenses and amounts advanced pursuant to the terms of this Agreement,
which rights the Servicer will retain under all circumstances) and the Trustee
or a successor Servicer appointed pursuant to Section 8.05 shall make the
Advance which the Servicer failed to make. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer under
this Agreement, whether with respect to the Certificates or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section 8.01, unless and until such time as the Trustee shall appoint a
successor Servicer pursuant to Section 8.05, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Mortgage Loans and related
documents, or otherwise, including, without limitation, the recordation of the
assignments of the Mortgage Loans to it. The Servicer agrees to cooperate with
the Trustee in effecting the termination of the responsibilities and rights of
the Servicer hereunder, including, without limitation, the transfer to the
Trustee for the administration by it of all cash amounts that have been
deposited by the Servicer in the Servicer Custodial Account or thereafter
received by the Servicer with respect to the Mortgage Loans. Upon obtaining
notice or knowledge of the occurrence of any Event of Default, the Person
obtaining such notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
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fees) incurred in connection with transferring the Mortgage Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor
Servicer. Notwithstanding the termination of the Servicer pursuant hereto, the
Servicer shall remain liable for any causes of action arising out of any Event
of Default occurring prior to such termination.
Section 8.02 Remedies of Trustee. During the continuance of any Event of
Default, so long as such Event of Default shall not have been remedied, the
Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.
Section 8.03 Directions by Certificateholders and Duties of Trustee During
Event of Default. During the continuance of any Event of Default, Holders of
Certificates evidencing Voting Rights aggregating not less than 25% (or such
other percentage as may be required herein) of each Class of Certificates
affected thereby may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee under this Agreement; provided, however, that
the Trustee shall be under no obligation to pursue any such remedy, or to
exercise any of the trusts or powers vested in it by this Agreement (including,
without limitation, (a) the conducting or defending of any administrative action
or litigation hereunder or in relation hereto, and (b) the terminating of the
Servicer or any successor Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby; and, provided, further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of the Servicer and upon Event of
Default. In the event that a Responsible Officer of the Trustee shall have
actual knowledge of any failure of the Servicer specified in Section 8.01(a) or
(b) which would become an Event of Default upon the Servicer's failure to remedy
the same after notice, the Trustee shall give notice thereof to the Servicer. If
a Responsible Officer of the Trustee shall have knowledge of an Event of
Default, the Trustee shall give prompt written notice thereof to the
Certificateholders.
Section 8.05 Trustee to Act; Appointment of Successor. (a) Within 90 days
after the time the Servicer receives a notice of termination pursuant to Section
8.01, the Trustee (or other named successor) shall be the successor in all
respects to the Servicer in its capacity as servicer under this Agreement and
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the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions hereof or shall appoint a successor
pursuant to Section 3.07. Notwithstanding the foregoing (i) the parties hereto
agree that the Trustee, in its capacity as successor Servicer, immediately will
assume all of the obligations of the Servicer to make Advances, (ii) the Trustee
in its capacity as successor Servicer, shall not be responsible for the lack of
information and/or documents that it cannot obtain through reasonable efforts
and (iii) under no circumstances shall any provision of this Agreement be
construed to require the Trustee, acting in its capacity as successor to the
Servicer in its obligation to make Advances, to advance, expend or risk its own
funds or otherwise incur any financial liability in the performance of its
duties hereunder if it shall have reasonable grounds for believing that such
funds are non-recoverable, (b) to be liable for any losses of the Servicer or
any acts or emissions of the predecessor Servicer hereunder, (c) to be obligated
to make Advances if it is prohibited from doing so by applicable law, (d) to be
obligated to effectuate repurchases or substitutions of the Mortgage Loans
hereunder or (e) to be obligated to perform any obligation of the Servicer under
Section 3.20, Section 3.21 or Section 3.22 with respect to any period of time
during which the Trustee was not the Servicer. Subject to Section 8.05(b), as
compensation therefor, the Trustee shall be entitled to such compensation as the
terminated Servicer would have been entitled to hereunder if no such notice of
termination had been given. Notwithstanding the above, the Trustee may, if it
shall be unwilling so to act, or shall, if it is legally unable so to act,
appoint, or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution having a net worth of not less
than $10,000,000 as the successor to the terminated Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer hereunder; provided, however, that any such institution appointed
as successor Servicer shall not, as evidenced in writing by each Rating Agency,
adversely affect the then current rating of any Class of Certificates
immediately prior to the termination of the terminated Servicer. The appointment
of a successor Servicer shall not affect any liability of the predecessor
Servicer which may have arisen under this Agreement prior to its termination as
Servicer, nor shall any successor Servicer be liable for any acts or omissions
of the predecessor Servicer or for any breach by the Servicer of any of its
representations or warranties contained herein or in any related document or
agreement. Pending appointment of a successor to the terminated Servicer
hereunder, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as provided above. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. All Servicing Transfer Costs shall be paid by
the predecessor Servicer upon presentation of reasonable documentation of such
costs, and if such predecessor Servicer defaults in its obligation to pay such
costs, such costs shall be paid by the successor Servicer or the Trustee (in
which case the successor Servicer or the Trustee shall be entitled to
reimbursement therefor from the assets of the Trust).
(b) In connection with the appointment of a successor Servicer or the
assumption of the duties of the Servicer, as specified in Section 8.05(a), the
Trustee may make such arrangements for the compensation of such successor out of
the payments on the Mortgage Loans serviced by the predecessor Servicer as it
and such successor shall agree, not to exceed the Servicing Fee Rate.
(c) Any successor, including the Trustee, to the Servicer as servicer shall
during the term of its service as servicer maintain in force (i) a policy or
policies of insurance covering errors and omissions in the performance of its
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obligations as servicer hereunder and (ii) a fidelity bond in respect of its
officers, employees and agents to the same extent as the Servicer is so required
pursuant to Section 3.03.
(d) The predecessor Servicer and successor Servicer shall notify the
Depositor and Trustee of any such appointment at least two Business Days prior
to the effective date thereof and shall provide the Depositor and the Trustee
with all information required by the Depositor to comply with its reporting
obligation under Item 6.02 of Form 8-K not later than the effective date of such
appointment.
Section 8.06 Notification to Certificateholders. Upon any termination or
appointment of a successor to the Servicer pursuant to this Article VIII, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and to each Rating
Agency.
ARTICLE IX
THE TRUSTEE
Section 9.01 Duties of Trustee. (a) The Trustee, prior to the occurrence of
an Event of Default and after the curing or waiver of all Events of Default
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement as duties of the Trustee. In
case an Event of Default has occurred of which a Responsible Officer of the
Trustee shall have actual knowledge (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in its exercise as a
reasonably prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement; provided, however, that the
Trustee shall not be responsible for the accuracy of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Servicer or the Depositor hereunder.
(b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
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the opinions expressed therein, upon any certificates or opinions furnished
to the Trustee by the Depositor or the Servicer and which on their face, do
not contradict the requirements of this Agreement;
(ii) The Trustee (in its individual capacity) shall not be personally
liable for an error of judgment made in good faith by a Responsible Officer
or Responsible Officers of the Trustee, unless it shall be proved that the
Trustee was grossly negligent in ascertaining the pertinent facts;
(iii) The Trustee (in its individual capacity) shall not be personally
liable with respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of Certificateholders as
provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (a)
and (b) of Section 8.01 or an Event of Default under clauses (c), (d) and
(e) of Section 8.01 unless a Responsible Officer of the Trustee assigned to
and working in the Corporate Trust Office obtains actual knowledge of such
failure or event or any officer of the Trustee receives written notice of
such failure or event at its Corporate Trust Office from the Servicer, the
Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 8.05, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance as successor
Servicer) or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that repayment of funds or adequate indemnity against
such risk or liability is not reasonably assured to it.
(c) Subject to the conditions set forth in this Section 9.01(c), the
Trustee is permitted to utilize one or more Subcontractors to perform certain of
its obligations hereunder. The Trustee shall promptly upon request provide to
the Depositor a written description (in form and substance satisfactory to the
Depositor) of the role and function of each Subcontractor utilized by the
Trustee, specifying (i) the identity of each such Subcontractor that is a
Servicing Function Participant and (ii) which elements of the Servicing Criteria
will be addressed in Assessments of Compliance provided by each Servicing
Function Participant. As a condition to the utilization by the Trustee of any
Servicing Function Participant, the Trustee shall cause any such Servicing
Function Participant for the benefit of the Depositor to comply with the
provisions of Section 3.21 of this Agreement to the same extent as if such
Servicing Function Participant were the Trustee. The Trustee shall be
responsible for obtaining from each such Servicing Function Participant and
delivering to the applicable Persons any Assessment of Compliance and related
Attestation Report required to be delivered by such Servicing Function
Participant under Section 3.21, in each case as and when required to be
delivered.
Notwithstanding the foregoing, if the Trustee engages a Subcontractor in
connection with the performance of any of its duties under this Agreement, the
Trustee shall be responsible for determining whether such Subcontractor is an
Additional Servicer.
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The Trustee shall indemnify the Depositor, the Sponsor, the Custodian, the
Servicer and any of their respective directors, officers, employees or agents
and hold them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and any other costs, fees and expenses that any of them may sustain
in any way related to a breach of the Trustee's obligation set forth in the
preceding paragraph or the failure of the Trustee to perform any of its
obligations under Section 3.20, Section 3.21, Section 3.22 or this Section
9.01(c).
(d) The Trustee is hereby directed, on behalf of the Trust, to execute and
deliver the Class 2-A-4 Interest Rate Cap Agreement and the Class 3-A-2 Interest
Rate Cap Agreement (including making any representations on behalf of the
Trust), to perform the obligations of the Trust under the Class 2-A-4 Interest
Rate Cap Agreement and the Class 3-A-2 Interest Rate Cap Agreement on the
Closing Date and to enforce the obligations of the Cap Provider under the Class
2-A-4 Interest Rate Cap Agreement and the Class 3-A-2 Interest Rate Cap
Agreement thereafter, including by exercising any right that the Trustee may
have to designate an "early termination date" under the Class 2-A-4 Interest
Rate Cap Agreement and the Class 3-A-2 Interest Rate Cap Agreement upon the
occurrence of an "event of default" or a "termination event" thereunder. Upon
the occurrence of an "early termination date" under the Class 2-A-4 Interest
Rate Cap Agreement or the Class 3-A-2 Interest Rate Cap Agreement, the Depositor
shall use reasonable efforts to replace the Class 2-A-4 Interest Rate Cap
Agreement or the Class 3-A-2 Interest Rate Cap Agreement, as applicable, with
one that is furnished by a replacement for the Cap Provider acceptable to each
Rating Agency, and the Trustee shall hold in trust any amount that is paid to it
by the Cap Provider in respect of any such "early termination date" and apply
such amount to the purchase of the related replacement. If any portion of such
amount cannot be so used (either because a replacement for the Class 2-A-4
Interest Rate Cap Agreement or the Class 3-A-2 Interest Rate Cap Agreement, as
applicable, is not available or such amount exceeds the amount necessary to
purchase such replacement), the Trustee shall deposit such portion in the Class
2-A-4 Interest Rate Cap Agreement or the Class 3-A-2 Reserve Fund, as
applicable. If such amount is insufficient to purchase a replacement for the
Class 2-A-4 Interest Rate Cap Agreement or the Class 3-A-2 Interest Rate Cap
Agreement, the Trustee shall apply such amount to replace as much of the Class
2-A-4 Interest Rate Cap Agreement or the Class 3-A-2 Interest Rate Cap
Agreement, as applicable as it is possible to replace with such amount. If the
Cap Provider transfers its rights and obligations under the Class 2-A-4 Interest
Rate Cap Agreement and the Class 3-A-2 Interest Rate Cap Agreement to another
party in accordance therewith or the Depositor replaces the Class 2-A-4 Interest
Rate Cap Agreement or the Class 3-A-2 Interest Rate Cap Agreement with another
that is furnished by a replacement for the Cap Provider acceptable to each
Rating Agency in accordance with this Agreement, then the Trustee shall execute
and deliver the related replacement for, or novation of, the Class 2-A-4
Interest Rate Cap Agreement or the Class 3-A-2 Interest Rate Cap Agreement, as
applicable.
The Depositor hereby represents to the Trustee that any representations
made by the Trustee under each Interest Rate Cap Agreement on behalf of the
Trust are true and accurate.
For so long as the Trustee is required to file any report with the
Commission pursuant to Section 3.22 of this Agreement, upon its receipt from
BANA of the "significance estimate" for the Class 2-A-4 Interest Rate Cap
Agreement and the Class 3-A-2 Interest Rate Cap Agreement pursuant to the
Mortgage Loan Purchase Agreement, the Trustee shall, on the basis of such
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"significance estimate," calculate the aggregate "significance percentage" for
the Class 2-A-4 Interest Rate Cap Agreement and the Class 3-A-2 Interest Rate
Cap Agreement of the Class Certificate Balance of the Class 2-A-4 or the Class
3-A-2, as the case may be, as of the date of such "significance estimate" in
accordance with Item 1115 of Regulation AB. For the avoidance of doubt, such
aggregate "significance percentage" shall be a fraction, expressed as a
percentage, the numerator of which is such aggregate "significance estimate" and
the denominator of which is the Class Certificate Balance of the Class 2-A-4
Certificates and the Class 3-A-2 Certificates after distributions on the related
Distribution Date. The Trustee also shall determine as of such date whether such
"significance percentage" would require disclosure of financial information with
respect to the Cap Provider in any report required to be filed with the
Commission pursuant to Section 3.22, and if it does, the Trustee shall make a
written request of the Cap Provider for such information in accordance with the
Class 2-A-4 Interest Rate Cap Agreement and the Class 3-A-2 Interest Rate Cap
Agreement not later than the third Business Day after it receives the related
"significance estimate." Upon its receipt of such information, the Trustee shall
furnish such information to the Depositor and, if such information is approved
by the Depositor, shall include such information in the related report as
provided in Section 3.22.
Section 9.02 Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 9.01:
(i) The Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this Agreement, and
to use the same degree of care and skill in their exercise as a prudent
investor would exercise or use under the circumstances in the conduct of
such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement;
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(v) Prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the Trustee may
require reasonable indemnity or security satisfactory to it against such
expense or liability or payment of such estimated expenses as a condition
to so proceeding; and
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,
attorneys, accountants, custodian or independent contractor; and
(vii) The right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the
Trustee shall not be answerable for other than its gross negligence or
willful misconduct in the performance of any such act.
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates (other than the execution of,
and the authentication of the Certificates) shall be taken as the statements of
the Depositor or Servicer, as applicable, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Agreement or of the Certificates or any
Mortgage Loans save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject, as to
enforcement of remedies, to applicable insolvency, receivership, moratorium and
other laws affecting the rights of creditors generally, and to general
principles of equity and the discretion of the court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at law).
The Trustee shall not be accountable for the use or application by the Depositor
of funds paid to the Depositor in consideration of the assignment of the
Mortgage Loans hereunder by the Depositor, or for the use or application of any
funds paid to Subservicers or the Servicer in respect of the Mortgage Loans or
deposited into the Servicer Custodial Account, or any other account hereunder
(other than the Certificate Account) by the Servicer.
The Trustee shall at no time have any responsibility or liability for or
with respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority or for or with respect to the sufficiency of
the Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation: the
existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.05 and thereupon only
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for the acts or omissions of the successor Servicer); the validity of the
assignment of any Mortgage Loan to the Trustee or of any intervening assignment;
the completeness of any Mortgage Loan; the performance or enforcement of any
Mortgage Loan (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 8.05 and thereupon only for the acts or omissions of the
Trustee as successor Servicer); the compliance by the Depositor or the Servicer
with any warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation; any investment
of monies by or at the direction of the Servicer or any loss resulting
therefrom, it being understood that the Trustee shall remain responsible for any
Trust property that it may hold in its individual capacity; the acts or
omissions of any of the Depositor, the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.05 and thereupon only
for the acts or omissions of the Trustee as successor Servicer), any Subservicer
or any Mortgagor; any action of the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.05 and thereupon only
for the acts or omissions of the Trustee as successor Servicer) or any
Subservicer taken in the name of the Trustee; the failure of the Servicer or any
Subservicer to act or perform any duties required of it as agent of the Trustee
hereunder; or any action by the Trustee taken at the instruction of the Servicer
(other than if the Trustee shall assume the duties of the Servicer pursuant to
Section 8.05 and thereupon only for the acts or omissions of the Trustee as
successor Servicer); provided, however, that the foregoing shall not relieve the
Trustee of its obligation to perform its duties under this Agreement, including,
without limitation, the Custodian's review of the Mortgage Files pursuant to
Section 2.02. The Trustee shall file any financing or continuation statement in
any public office at any time required to maintain the perfection of any
security interest or lien granted to it hereunder.
Section 9.04 Trustee May Own Certificates. The Trustee in its individual or
any other capacity may become the owner or pledgee of Certificates with the same
rights it would have if it were not Trustee and may otherwise deal with the
Servicer, any Subservicer or any of their respective affiliates with the same
rights it would have if it were not the Trustee.
Section 9.05 Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be (a) an institution the deposits of which are fully insured
by the FDIC and (b) a corporation or banking association organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority and (c) with respect to every
successor trustee hereunder either an institution (i) the long-term unsecured
debt obligations of which are rated at least "A" by Fitch and S&P or (ii) whose
serving as Trustee hereunder would not result in the lowering of the ratings
originally assigned to any Class of Certificates. The Trustee shall not be an
affiliate of the Depositor or the Servicer. If such corporation or banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 9.05, the combined capital and surplus of such
corporation or banking association shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provision of this Section 9.05, the Trustee shall resign immediately in the
manner and with the effect specified in Section 9.06.
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Section 9.06 Resignation and Removal of Trustee. The Trustee may at any
time resign and be discharged from the trust hereby created by giving written
notice thereof to the Servicer and mailing a copy of such notice to all Holders
of record. The Trustee shall also mail a copy of such notice of resignation to
each Rating Agency. Upon receiving such notice of resignation, the Servicer
shall use its best efforts to promptly appoint a mutually acceptable successor
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor Trustee. If
no successor Trustee shall have been so appointed and shall have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 9.05 and shall fail to resign after written request
therefor by the Servicer, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Servicer may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor.
The Holders of Certificates evidencing not less than 50% of the Voting
Rights may at any time remove the Trustee by written instrument or instruments
delivered to the Servicer and the Trustee; the Servicer shall thereupon use its
best efforts to appoint a mutually acceptable successor Trustee in accordance
with this Section 9.06.
Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 9.06 shall become
effective upon acceptance of appointment by the successor Trustee as provided in
Section 9.07.
Section 9.07 Successor Trustee. Any successor Trustee appointed as provided
in Section 9.06 shall execute, acknowledge and deliver to the Servicer and to
its predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall duly assign, transfer,
deliver and pay over to the successor Trustee the whole of the Mortgage Files
and related documents and statements held by it hereunder (or direct a Custodian
to deliver such Mortgage Files and related documents and statements), together
with all instruments of transfer and assignment or other documents properly
executed as may be reasonably required to effect such transfer and such of the
records or copies thereof maintained by the predecessor Trustee in the
administration hereof as may be reasonably requested by the successor Trustee
and shall thereupon be discharged from all duties and responsibilities under
this Agreement (other than pursuant to Section 3.19 hereunder). All costs
associated with the appointment of a successor Trustee shall be paid to the
Person that incurred them by the predecessor Trustee. Without limiting the
predecessor Trustee's obligation, if the predecessor Trustee fails to pay such
costs, such costs shall be reimbursed by the Trust; provided, however, that if
the predecessor Trustee has been terminated pursuant to the third paragraph of
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Section 9.06, all reasonable expenses incurred in complying with this Section
9.07 shall be reimbursed by the Trust to the Person that incurred them.
No successor Trustee shall accept appointment as provided in this Section
9.07 unless at the time of such appointment such successor Trustee shall be
eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee as provided in this
Section 9.07, the Servicer shall cooperate to mail notice of the succession of
such Trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency. If the Servicer
fails to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Servicer.
The predecessor Trustee and successor Trustee shall notify the Depositor of
any such appointment at least two Business Days prior to the effective date
thereof and shall provide the Depositor with all information required by the
Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K
not later than the effective date of such appointment.
Section 9.08 Merger or Consolidation of Trustee. Any corporation or banking
association into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation or banking association resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation or banking association succeeding to all or substantially all
of the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, if such corporation or banking association is eligible under
the provisions of Section 9.05, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that the Trustee and such surviving
Person shall notify the Depositor of any such merger, conversion or
consolidation and shall provide the Depositor with all information required by
the Depositor to comply with its reporting obligation under Item 6.02 of Form
8-K not later than the effective date of such merger, conversion or
consolidation.
Section 9.09 Appointment of Co-Trustee or Separate Trustee. Notwithstanding
any of the provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any Mortgaged Property may at the time
be located or for any other reason, the Servicer and the Trustee acting jointly
shall have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by the Trustee as co-trustee or separate trustee of
all or any part of the Trust Estate, and to vest in such Person or Persons, in
such capacity, such title to the Trust Estate, or any part thereof, and, subject
to the other provision of this Section 9.09, such powers, duties, obligations,
rights and trusts as the Servicer and the Trustee may consider necessary or
desirable. If the Servicer shall not have joined in such appointment within ten
days after the receipt by it of a request to do so, the Trustee alone shall have
the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor Trustee under
Section 9.05 and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 9.07.
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In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 9.09, all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except
to the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed (whether as Trustee hereunder or as successor to the
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Estate or any portion thereof in
any such jurisdiction) shall be exercised and performed by such separate trustee
or co-trustee at the direction of the Trustee. No trustee hereunder shall be
held personally liable by reason of any act or omission of any other trustee
hereunder; provided, however, that no appointment of a co-trustee or separate
trustee hereunder shall relieve the Trustee of its obligations hereunder.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10 Authenticating Agents. The Trustee may appoint one or more
authenticating agents ("Authenticating Agents") which shall be authorized to act
on behalf of the Trustee in authenticating Certificates. Initially, the
Authenticating Agent shall be Xxxxx Fargo Bank, N.A. Wherever reference is made
in this Agreement to the authentication of Certificates by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable to the
Servicer and must be a corporation or banking association organized and doing
business under the laws of the United States of America or of any state, having
a place of business in New York, New York, having a combined capital and surplus
of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities.
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Any corporation or banking association into which any Authenticating Agent
may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Servicer. Upon receiving a
notice of resignation or upon such a termination, or in case, at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicer and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.
Section 9.11 Trustee's Compensation and Expenses. The Trustee shall be
entitled to receive on each Distribution Date an amount equal to the Trustee's
compensation for such Distribution Date pursuant to Section 5.02(a). The Trustee
and any director, officer, employee or agent of the Trustee shall be indemnified
by the Trust and held harmless against any claims, damage, loss, liability or
expense (including reasonable attorney's fees) (a) incurred in connection with
any claim or legal action relating to (i) this Agreement, (ii) the Certificates,
or (iii) the performance of any of the Trustee's duties hereunder, other than
any claims, damage, loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of any of the
Trustee's duties hereunder, (b) resulting from any tax or information return
which was prepared by, or should have been prepared by, the Servicer and (c)
arising out of the transfer of any ERISA Restricted Certificate or Residual
Certificate not in compliance with ERISA. Without limiting the foregoing, except
as otherwise agreed upon in writing by the Depositor and the Trustee, and except
for any such expense, disbursement or advance as may arise from the Trustee's
gross negligence, bad faith or willful misconduct, the Trust shall reimburse the
Trustee for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Agreement to the
extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii).
Except as otherwise provided herein, the Trustee shall not be entitled to
payment or reimbursement for any routine ongoing expenses incurred by the
Trustee in the ordinary course of its duties as Trustee, Certificate Registrar
or Paying Agent hereunder or for any other expenses. The provisions of this
Section 9.11 shall survive the termination of this Agreement or the resignation
or removal of the Trustee hereunder.
Section 9.12 Appointment of Custodian. (a) U. S. Bank National Association
is hereby appointed as the Custodian to hold all or a portion of the Mortgage
Files as agent for the Trustee and to perform the other obligations and duties
set forth in this Agreement. The Custodian is a depository institution subject
to supervision by federal or state authority, has a combined capital and surplus
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of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it holds any Mortgage File.
(b) The Custodian shall charge such fees for its services under this
Agreement as are set forth in a separate fee agreement between the Custodian and
the Trustee, the payment of such fees, together with the Custodian's expenses in
connection herewith except as provided in Section 9.12(e), shall be solely the
obligation of the Trustee.
(c) The Trustee, with or without cause, may, upon at least sixty (60) days'
written notice, remove and discharge the Custodian from the performance of its
duties under this Agreement by written notice from the Trustee to the Custodian.
Having given written notice of such removal, the Trustee promptly shall
appoint a successor Custodian to act on behalf of the Trustee by written
instrument, one original counterpart of which instrument shall be delivered to
the Trustee, with an original to the successor Custodian. In the event of any
removal, the Custodian shall, at the Trustee's request, promptly transfer to the
successor Custodian or the Trustee, as directed, all Mortgage Files being
administered under this Agreement. All expenses related to such transfer shall
be paid by the predecessor Custodian, if the predecessor Custodian is removed
for cause, or by the Trustee if the predecessor Custodian is removed without
cause. If the predecessor Custodian defaults in its obligation to pay such
expenses, the Trustee shall be entitled to reimbursement therefor from the
assets of the Trust. In the event of any removal, the Custodian shall, at the
Trustee's request and expense, promptly transfer to the successor Custodian or
the Trustee, as directed, all Mortgage Files being administered under this
Agreement. If a successor custodian has not been appointed within such period,
the Custodian may petition a court of competent jurisdiction to appoint a
successor custodian.
(d) The Custodian may terminate its obligations under this Agreement upon
at least sixty (60) days' prior written notice to the Trustee. In the event of
such termination, the Trustee shall appoint a successor Custodian. If the
Custodian resigns without reasonable cause, all costs incurred for the transfer
of the Mortgage Files shall be borne by the Custodian; otherwise, all such costs
shall be paid by the from the assets of the Trust. If a successor custodian has
not been appointed within such period, the Custodian may petition a court of
competent jurisdiction to appoint a successor Custodian. The payment of such
successor Custodian's fees and expenses shall be solely the responsibility of
the Trustee. Upon such appointment, the Custodian shall promptly transfer to the
successor Custodian, as directed, all Mortgage Files being administered under
this Agreement.
(e) Every provision of Sections 9.01, 9.02, 9.03 and 9.04 relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall apply to the Custodian in its performance of any duties or obligations
under this Agreement. The Custodian and any director, officer, employee or agent
of the Custodian shall be indemnified by the Trust to the same extent as the
Trustee pursuant to Section 9.11.
The Custodian hereby indemnifies the Depositor, the Sponsor, the Trustee,
the Servicer, and any of their respective directors, officers, employees or
agents and hold them harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other reasonable costs, fees and expenses that any of
them may sustain in any way related to the failure of the Custodian to perform
any of its obligations under Section 3.21. Notwithstanding the foregoing, in no
event shall the Custodian be liable for any consequential, indirect or punitive
damages pursuant to this Section 9.12.
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Notwithstanding the foregoing, to the extent the Trustee appoints one or
more Custodians with respect to more than 5% of the aggregate Pool Stated
Principal Balance, the Trustee shall cause such Custodian to prepare a separate
assessment and attestation report, as contemplated by Section 3.19 of this
Agreement and deliver such report to the Trustee as set forth in Section 3.22 of
this Agreement.
Section 9.13 Paying Agents. The Trustee may appoint one or more Paying
Agents (each, a "Paying Agent") which shall be authorized to act on behalf of
the Trustee in making withdrawals from the Certificate Account and distributions
to Certificateholders as provided in Section 3.08 and Section 5.02. Wherever
reference is made in this Agreement to the withdrawal from the Certificate
Account by the Trustee, such reference shall be deemed to include such a
withdrawal on behalf of the Trustee by a Paying Agent. Initially, the Paying
Agent shall be Xxxxx Fargo Bank, N.A. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Servicer and must be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any state, having (except in the case of the Trustee) a
principal office and place of business in New York, New York, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities. Any fees and expenses (but not including any indemnity payments) of
a Paying Agent appointed pursuant to this Agreement shall be payable by the
Trustee out of its own funds and not out of any funds in the Trust Estate.
Any corporation into which any Paying Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which any Paying Agent shall be a party, or any
corporation succeeding to the corporate agency business of any Paying Agent,
shall continue to be the Paying Agent, provided that such corporation after the
consummation of such merger, conversion, consolidation or succession meets the
eligibility requirements of this Section 9.13.
Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided that the Paying Agent
has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Trustee, for all amounts it has withdrawn from
the Certificate Account. The Trustee may, upon prior written approval of the
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Servicer. Upon receiving a
notice of resignation or upon such a termination, or in case at any time any
Paying Agent shall cease to be eligible in accordance with the provisions of the
first paragraph of this Section 9.13, the Trustee may appoint, upon prior
written approval of the Servicer, a successor Paying Agent, shall give written
notice of such appointment to the Servicer and shall mail notice of such
appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.
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Section 9.14 Limitation of Liability. The Certificates are executed by the
Trustee, not in its individual capacity but solely as Trustee of the Trust, in
the exercise of the powers and authority conferred and vested in it by this
Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee May Enforce Claims Without Possession of Certificates.
All rights of action and claims under this Agreement or the Certificates may be
prosecuted and enforced by the Trustee without the possession of any of the
Certificates or the production thereof in any proceeding relating thereto, and
such proceeding instituted by the Trustee shall be brought in its own name or in
its capacity as Trustee. Any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursement and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the
Certificateholders in respect of which such judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or other
default by the Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.
Section 9.17 Waiver of Bond Requirement. The Trustee shall be relieved of,
and each Certificateholder hereby waives, any requirement of any jurisdiction in
which the Trust, or any part thereof, may be located that the Trustee post a
bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement. The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may be
located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Depositor or Liquidation of
All Mortgage Loans. Subject to Section 10.02, the respective obligations and
responsibilities of the Depositor, the Servicer and the Trustee created hereby
(other than the obligation of the Trustee to make certain payments to
Certificateholders after the Final Distribution Date and to send certain notices
as hereinafter set forth and the obligations of the Trustee pursuant to Sections
5.05(b) and 5.06(b)) shall terminate upon the last action required to be taken
by the Trustee on the Final Distribution Date pursuant to this Article X
following the earlier of (a) the later of (I) the purchase by the Servicer of
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all of the Mortgage Loans and all related REO Property remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has
been acquired and whose fair market value is included pursuant to clause (y)
below), (y) the fair market value of such REO Property plus one month's interest
at the related Mortgage Interest Rate on the unpaid principal balance of each
Mortgage Loan (including any Mortgage Loan as to which REO Property has been
acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section
2.02 related to a Mortgage Loan.
Regardless of the foregoing, in no event shall the Trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States to the Court of St. Xxxxx, living on the date hereof.
The right of the Servicer to exercise its purchase option with respect to
the Mortgage Loans is conditioned upon (A) the aggregate Stated Principal
Balance of all the Mortgage Loans being less than 1% of the aggregate unpaid
principal balance of all the Mortgage Loans as of the Cut-off Date and (B) the
purchase price calculated pursuant to clause (a)(I) of the first paragraph of
this Section 10.01 being less than or equal to the aggregate fair market value
of the Mortgage Loans (other than any Mortgage Loan as to which REO Property has
been acquired) and the related REO Properties; provided, however, that this
clause (B) shall not apply to any purchase by the Servicer if, at the time of
the purchase, the Servicer is no longer subject to regulation by the Office of
the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair
market value for purposes of this paragraph and the first paragraph of this
Section 10.01 will be determined by the Servicer as of the close of business on
the third Business Day next preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to this Article X. If
such right is exercised, the Trustee (or Custodian on the Trustee's behalf)
shall, promptly following payment of the purchase price, release to the Servicer
or its designee the Mortgage Files pertaining to the Mortgage Loans being
purchased.
Notice of the exercise of any purchase option pursuant to this Section
10.01 and notice of any termination of the Trust or any portion of the Trust,
specifying the Final Distribution Date or the applicable Distribution Date, upon
which the applicable Certificateholders may surrender their Certificates to the
Trustee for payment of the final distribution and for cancellation, shall be
given promptly by the Trustee by letter to the Certificateholders mailed not
earlier than the 10th day and not later than the 15th day of the month next
preceding the month of such final distribution specifying (1) the Final
Distribution Date or the applicable Distribution Date, upon which final payment
of the applicable Certificates will be made upon presentation and surrender of
such Certificates at the office or agency of the Trustee therein designated, (2)
the amount of any such final payment and (3) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the applicable Certificates at the office or
agency of the Trustee therein specified.
Upon the exercise of its purchase option, the applicable party shall remit
to the Trustee for deposit to the Certificate Account on or before the Final
Distribution Date or the applicable Distribution Date, in immediately available
funds an amount equal to the amount necessary to make the amount, if any, on
deposit in the Certificate Account on such Final Distribution Date or
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Distribution Date, as applicable, equal to the purchase price for the related
assets of the Trust Estate or any portion of the Trust Estate computed as above
provided together with a statement as to the amount to be distributed on each
applicable Class of Certificates pursuant to the next succeeding paragraph.
Upon the exercise of any purchase option pursuant to this Section 10.01,
the Trustee shall assign to the applicable party exercising its purchase option
each of the applicable mortgage loan representations and warranties made
pursuant to the Mortgage Loan Purchase Agreement, without recourse,
representation or warranty. Not less than five (5) Business Days prior to the
Final Distribution Date, the Trustee shall notify the Depositor of the amount of
any unpaid Reimbursement Amount owed to the Trust and the Depositor shall
deposit such amount in the Certificate Account not later than the Business Day
preceding the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders of each Class, in the order set
forth in Section 5.02 hereof, on the Final Distribution Date and in proportion
to their respective Percentage Interests, with respect to Certificateholders of
the same Class, an amount equal to (I) as to each Class of Certificates or
Components, the Class Certificate Balance or Component Balance thereof plus (a)
accrued interest thereon in the case of an interest bearing Certificate or
Component and (b) the applicable PO Deferred Amount with respect to Class A-PO
Certificates, and (II) as to the Class 1-A-R Certificate, the amounts, if any,
which remain on deposit (or are deemed to remain on deposit) in the Upper-Tier
Certificate Sub-Account, the Middle-Tier Certificate Sub-Account, the Lower-Tier
Certificate Sub-Account and the Certificate Account, respectively (other than
the amounts retained to meet claims) after application pursuant to clause (I)
above. An amount shall be distributed in respect of interest and principal to
the Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier
Interests in the same manner as principal and interest are distributed to the
Uncertificated Lower-Tier Interests and the Uncertificated Middle-Tier
Interests, respectively, as provided in Section 5.02.
If the applicable Certificateholders do not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the
Trustee shall on such date cause all related funds in the Certificate Account
not distributed in final distribution to such Certificateholders of such Group
to continue to be held by the Trustee in an Eligible Account for the benefit of
such Certificateholders and the Trustee shall give a second written notice to
the remaining applicable Certificateholders to surrender their Certificates for
cancellation and receive a final distribution with respect thereto. If within
one (1) year after the second notice all the applicable Certificates shall not
have been surrendered for cancellation, the Trustee may take appropriate steps,
or may appoint an agent to take appropriate steps, to contact the remaining
applicable Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds on deposit in such Eligible
Account.
Section 10.02 Additional Termination Requirements.
(a) (i) If a party exercises its purchase option as provided in Section
10.01, the related REMIC or REMICs shall be terminated in accordance with the
following additional requirements, unless the Trustee has received an Opinion of
Counsel to the effect that the failure of the Trust to comply with the
requirements of this Section 10.02 will not (x) result in the imposition of
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taxes on "prohibited transactions" or "prohibited contributions" in respect of
any REMIC created hereunder as defined in the REMIC Provisions, or (y) cause any
REMIC created hereunder to fail to qualify as a REMIC at any time that any
related Certificates are outstanding:
(b) Within 90 days prior to the related Final Distribution Date set forth
in the notice given by the Trustee pursuant to Section 10.01, the Trustee shall
adopt plans of liquidation for each related REMIC created hereunder specifying
the first day in the 90-day liquidation period and meeting the requirements of a
"qualified liquidation" under Section 860F of the Code and any regulations
thereunder. The Trustee shall attach such plans of liquidation to each related
REMIC's final tax return;
(c) During such 90-day liquidation period, and at or prior to the time of
making the final payment on the related Certificates, the Trustee shall sell the
related Mortgage Loans and REO Properties to the Servicer for cash;
(d) On the date specified for final payment on the related Certificates,
the Trustee shall make final distributions of principal and interest on the
related Certificates in accordance with Section 5.02 and shall distribute or
credit, or cause to be distributed or credited, to holders of the Residual
Certificates all cash on hand in the related REMICs after such final payment
(other than cash retained to meet claims) in complete liquidation of the related
REMICs;
(e) The Middle-Tier REMIC and the Upper-Tier REMIC will be terminated on
the same date that the Lower-Tier REMIC is terminated.
(f) By its acceptance of the Residual Certificate, the Holder thereof
hereby agrees to take such other action in connection with such plan of complete
liquidation as may be reasonably requested by the Depositor or the Trustee and
if such action is not requested, is deemed to adopt such a plan of complete
liquidation when the related Mortgage Loans are purchased pursuant to Section
10.01.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
This Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee, without the consent of any of the Certificateholders,
(i) to cure any ambiguity or mistake, (ii) to correct or supplement any
provisions herein or therein which may be inconsistent with any other provisions
of this Agreement, any amendment to this Agreement or the related Prospectus
Supplement, (iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of any REMIC created
hereunder as a REMIC or the Exchangeable Certificates Grantor Trust as a grantor
trust within the meaning of the Code and related regulations at all times that
any related Certificates are outstanding or to avoid or minimize the risk of the
imposition of any tax on any REMIC created hereunder or on the Exchangeable
Certificates Grantor Trust that would be a claim against the Trust Estate,
provided that (a) the Trustee has received an Opinion of Counsel to the effect
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that such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (b) such action
shall not, as evidenced by such Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into the Certificate Account provided that (a)
such change shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Certificateholder and (b) such
change shall not adversely affect the then-current rating of the Certificates as
evidenced by a letter from each Rating Agency rating such Certificates to such
effect, and (v) to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, provided that the
amendment shall not be deemed to adversely affect in any material respect the
interests of the Certificateholders and no Opinion of Counsel to that effect
shall be required if the Person requesting the amendment obtains a letter from
each Rating Agency stating that the amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the
Certificates. Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement pursuant to clause
(i) through (vi) above unless it shall have first received an Opinion of Counsel
to the effect that such amendment shall not cause the imposition of any United
States federal income tax on any REMIC created hereunder, the Exchangeable
Certificates Grantor Trust or the Certificateholders or cause any REMIC created
hereunder to fail to qualify as a REMIC or cause the Exchangeable Certificates
Grantor Trust to fail to qualify as a grantor trust within the meaning of the
Code and related regulations at any time that any Certificates are outstanding
This Agreement may also be amended from time to time by the Depositor, the
Servicer and the Trustee, with the consent of the Holders of Certificates of
each Class of Certificates which is affected by such amendment, evidencing, as
to each such Class of Certificates, Percentage Interests aggregating not less
than 66-2/3%, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders of such Certificates; provided, however,
that no such amendment shall (A) reduce in any manner the amount of, or delay
the timing of, collections of payments on Mortgage Loans or distributions which
are required to be made on any Certificate without the consent of the Holder of
such Certificate or (B) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of the Holders of all Certificates then
outstanding.
Prior to the solicitation of consent of Certificateholders in connection
with any such amendment, the party seeking such amendment shall furnish the
Trustee with an Opinion of Counsel stating that such amendment would not
adversely affect the qualification of any REMIC created hereunder as a REMIC or
of the Exchangeable Certificates Grantor Trust as a grantor trust within the
meaning of the Code and related regulations or result in the imposition of any
tax on any REMIC or any Exchangeable Certificates Grantor Trust created
hereunder and notice of the conclusion expressed in such Opinion of Counsel
shall be included with any such solicitation.
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Promptly after the execution of any such amendment or consent the Trustee
shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Trustee may prescribe.
Prior to the execution of any amendment to this Agreement, the Trustee
shall receive and be entitled to conclusively rely on any Opinion of Counsel (at
the expense of the Person seeking such amendment) stating that such amendment is
authorized and permitted by this Agreement. The Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's own
rights, duties or immunities under this Agreement.
Section 11.02 Recordation of Agreement; Counterparts.
This Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Trustee at its expense at the direction of Holders of
Certificates evidencing not less than 50% of all Voting Rights, but only upon
delivery to the Trustee at the expense of the requesting Certificateholders of
an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 11.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
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No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as provided herein, and unless also the Holders
of Certificates evidencing Percentage Interests aggregating not less than 25% of
each Class of Certificates affected thereby shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 11.04 Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT
REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW).
With respect to any claim arising out of this Agreement, each party
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York and the United States District Court located in the Borough of
Manhattan in The City of New York, and each party irrevocably waives any
objection which it may have at any time to the laying of venue of any suit,
action or proceeding arising out of or relating hereto brought in any such
courts, irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum and further
irrevocably waives the right to object, with respect to such claim, suit, action
or proceeding brought in any such court, that such court does not have
jurisdiction over such party, provided that service of process has been made by
any lawful means.
Section 11.05 Notices.
All demands, notices, instructions, directions, requests and communications
required or permitted to be delivered hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by certified
mail, return receipt requested, (provided, however, that notices to the Trustee
may be delivered by facsimile and shall be deemed effective upon receipt) to (a)
in the case of the Depositor, Banc of America Funding Corporation, 214 North
-000-
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxx Xxxxx, with a
copy to: Bank of America Legal Department, 000 Xxxxx Xxxxx Xxxxxx, 30th Floor,
NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Associate General
Counsel, (b) in the case of the Servicer, Bank of America, National Association,
000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxx Xxxxx,
with a copy to: Bank of America Legal Department, 000 Xxxxx Xxxxx Xxxxxx, 30th
Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Associate
General Counsel, (c) in the case of the Trustee, Xxxxx Fargo Bank, N.A., X.X.
Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Manager - BAFC, Series
2007-5, and for overnight delivery purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Client Manager - BAFC,
Series 2007-5, with a copy to Xxxxx Fargo Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, 00000, Attention: Corporate Trust Services -
BAFC, Series 2007-5, (e) in the case of the Custodian, U.S. Bank National
Association, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000,
Attention: Corporate Trust Services, BAFC, Series 0000-0, Xxxxxxxxx: Structured
Finance Services, BAFC 2007-5; (f) in the case of S&P, Standard & Poor's, a
division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attn: Residential Mortgage Surveillance Group; (g) in the case of Fitch,
Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Mortgage Surveillance Group and (h) in the case of Moody's, Xxxxx'x
Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:
Residential Mortgage Surveillance Group or, as to each party, at such other
address as shall be designated by such party in a written notice to each other
party. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice to a Certificateholder
so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 11.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.07 Certificates Nonassessable and Fully Paid.
It is the intention of the Trustee that Certificateholders shall not be
personally liable for obligations of the Trust Estate, that the beneficial
ownership interests represented by the Certificates shall be nonassessable for
any losses or expenses of the Trust Estate or for any reason whatsoever, and
that Certificates upon execution, authentication and delivery thereof by the
Trustee pursuant to Section 6.01 are and shall be deemed fully paid.
Section 11.08 Access to List of Certificateholders.
The Certificate Registrar will furnish or cause to be furnished to the
Trustee, within fifteen (15) days after the receipt of a request by the Trustee
in writing, a list, in such form as the Trustee may reasonably require, of the
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names and addresses of the Certificateholders as of the most recent Record Date
for payment of distributions to Certificateholders.
If three or more Certificateholders apply in writing to the Trustee, and
such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five (5) Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding such list, agrees with
the Certificate Registrar and the Trustee that neither the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 11.09 Recharacterization.
The parties to this Agreement intend the conveyance by the Depositor to the
Trustee of all of its right, title and interest in and to the Mortgage Loans and
the related Mortgage Files, including all interest and principal received on or
with respect to the Mortgage Loans (other than payments of principal and
interest due and payable on the Mortgage Loans on or before the Cut-off Date)
and the Depositor's rights under the Mortgage Loan Purchase Agreement, including
the rights of the Depositor as assignee of the Sponsor with respect to the
Sponsor's rights pursuant to this Agreement to constitute a purchase and sale
and not a loan. Notwithstanding the foregoing, to the extent that such
conveyance is held not to constitute a sale under applicable law, it is intended
that this Agreement shall constitute a security agreement under applicable law
and that the Depositor shall be deemed to have granted to the Trustee a first
priority security interest in all of the Depositor's right, title and interest
in and to the Mortgage Loans.
Section 11.10 Regulation AB Compliance; Intent of the Parties;
Reasonableness.
The parties hereto acknowledge that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agree to
use its commercially reasonable efforts to comply with requests made by the
Depositor in good faith for delivery of information under these provisions on
the basis of evolving interpretations of Regulation AB. In connection with the
Trust, the Servicer, the Trustee and the Custodian shall cooperate fully with
the Depositor to deliver to the Depositor (including its assignees or
designees), any and all statements, reports, certifications, records and any
other information available to such party and reasonably necessary in the good
faith determination of the Depositor to permit the Depositor to comply with the
provisions of Regulation AB, together with such disclosures relating to the
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Servicer, the Trustee and the Custodian, as applicable, reasonably believed by
the Depositor to be necessary in order to effect such compliance.
Section 11.11 Third Party Beneficiary.
Nothing in this Agreement or in the Certificates, expressed or implied,
shall give to any Person, other than the Certificateholders, the parties hereto
and their successors hereunder, any benefit or any legal or equitable right,
remedy or claim under this Agreement.
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IN WITNESS WHEREOF, the Depositor, the Servicer, the Trustee and the
Custodian have caused this Agreement to be duly executed by their respective
officers thereunto duly authorized to be hereunto affixed, all as of the day and
year first above written.
BANC OF AMERICA FUNDING
CORPORATION, as Depositor
By:/s/_________________________
Name: Xxxxx Xxxxx
Title: Senior Vice President
BANK OF AMERICA, NATIONAL
ASSOCIATION, as Servicer
By:/s/_________________________
Name: Xxxxx X. Good
Title: Principal
XXXXX FARGO BANK, N.A., as
Trustee
By:/s/_________________________
Name: Xxxxxxx Xxxxx Xxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Custodian
By:/s/_________________________
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the ___ day of June, 2007, before me, a notary public in and for the
State of North Carolina, personally appeared Xxxxx Xxxxx, known to me who, being
by me duly sworn, did depose and say that he is a Senior Vice President of Banc
of America Funding Corporation, a Delaware corporation, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of such corporation.
___________________________________
Notary Public
[Notarial Seal]
My commission expires _________________________.
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STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the ___ day of June, 2007, before me, a notary public in and for the
State of North Carolina, personally appeared Xxxxx X. Good, known to me who,
being by me duly sworn, did depose and say that he is a Principal of Bank of
America, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of such association.
___________________________________
Notary Public
[Notarial Seal]
My commission expires _________________________.
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
)
On the ___ day of June, 2007, before me, a notary public in and for the
State of New York, personally appeared Xxxxxxx Xxxxx Colli, known to me who,
being by me duly sworn, did depose and say that he is a Vice President of Xxxxx
Fargo Bank, N.A., a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of such association.
___________________________________
Notary Public
[Notarial Seal]
My commission expires _________________________.
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STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
)
On the ___ day of June, 2007, before me, a notary public in and for the
State of Illinois, personally appeared Xxxxxxx X. Xxxxx, known to me who, being
by me duly sworn, did depose and say that she is a Vice President of U.S. Bank
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that she signed her name thereto by order
of the Board of Directors of such association.
___________________________________
Notary Public
[Notarial Seal]
My commission expires _________________________.
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EXHIBIT A-1AR
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 1-A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CLASS 1-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PLAN
(AS DEFINED IN THE POOLING AND SERVICING AGREEMENT).
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS CLASS 1-A-R CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
A-1AR-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 1-A-R
evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of seven loan groups of fixed interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 5.5000%
CUSIP No.: 059523 AA 8
ISIN No.: US059523AA85
THIS CERTIFIES THAT __________ is the registered owner of 100% Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust consisting of the Mortgage Loans deposited by Banc of America
Funding Corporation (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-1AR-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Any distribution of the proceeds of any remaining assets of the applicable
subaccounts of the Certificate Account will be made only upon presentment and
surrender of this Class 1-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee; (ii) no Person shall acquire an
ownership interest in this Class 1-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-A-R Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form of
Exhibit I to the Pooling and Servicing Agreement and a certificate substantially
in the form set forth in Exhibit W to the Pooling and Servicing Agreement; (iv)
notwithstanding the delivery of an affidavit by a proposed transferee under
clause (iii) above, if a Responsible Officer of the Trustee has actual knowledge
that the proposed transferee is not a Permitted Transferee, no transfer of any
Ownership Interest in this Class 1-A-R Certificate to such proposed transferee
shall be effected; (v) this Class 1-A-R Certificate may not be purchased by or
transferred to any Person that is not a U.S. Person, unless (A) such Person
holds this Class 1-A-R Certificate in connection with the conduct of a trade or
business within the United States and furnishes the transferor and the Trustee
with an effective Internal Revenue Service Form W-8ECI (or any successor
thereto) or (B) the transferee delivers to both the transferor and the Trustee
an Opinion of Counsel from a nationally-recognized tax counsel to the effect
that such transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of this Class 1-A-R
Certificate will not be disregarded for federal income tax purposes; (vi) any
attempted or purported transfer of this Class 1-A-R Certificate in violation of
the provisions of such restrictions shall be absolutely null and void and shall
vest no rights in the purported transferee; and (vii) if any Person other than a
Permitted Transferee acquires the Class 1-A-R Certificate in violation of such
restrictions, then the Trustee, based on information provided to the Trustee by
the Servicer, will provide to the Internal Revenue Service, and to the Persons
specified in Section 860E(e)(3) and (6) of the Code, information needed to
compute the tax imposed under Section 860E(e) of the Code on transfers of
residual interests to disqualified organizations.
This Class 1-A-R Certificate may not be purchased by or transferred to any
Plan (as defined in the Pooling and Servicing Agreement).
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
A-1AR-3
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-1AR-4
EXHIBIT A-1A1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 1-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 1-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $21,749,000.00
Pass-Through Rate: 5.5000%
CUSIP No.: 059523 AB 6
ISIN No.: US059523AB68
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
A-1A1-2
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-1A1-3
EXHIBIT A-1A2
[FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 1-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE APPLICABLE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION
OF REALIZED LOSSES ALLOCATED TO THE CLASS 1-A-1 CERTIFICATES WILL BE BORNE BY
THE CLASS 1-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 1-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,764,000.00
Pass-Through Rate: 5.5000%
CUSIP No.: 059523 AC 4
ISIN No.: US059523AC42
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
A-1A2-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-1A2-3
EXHIBIT A-2A1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 2-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 2-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50,000,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 AE 0
ISIN No.: US059523AE08
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
A-2A1-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-2A1-3
EXHIBIT A-2A2
[FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 2-A-2 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
AFTER THE APPLICABLE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION
OF REALIZED LOSSES ALLOCATED TO THE CLASS 2-A-1 CERTIFICATES WILL BE BORNE BY
THE CLASS 2-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 2-A-2 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $0.00
Maximum Initial Class
Certificate Balance of this Class: $4,055,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 AF 7
ISIN No.: US059523AF72
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
A-2A2-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-2A2-3
EXHIBIT A-2A3
[FORM OF FACE OF CLASS 2-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 2-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 2-A-3
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,871,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 AG 5
ISIN No.: US059523AG55
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
A-2A3-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-2A3-3
EXHIBIT A-2A4
[FORM OF FACE OF CLASS 2-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 2-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 2-A-4
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $13,755,000.00
Pass-Through Rate: Floating
CUSIP No.: 059523 AH 3
ISIN No.: US059523AH39
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
A-2A4-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-2A4-3
EXHIBIT A-3A1
[FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 3-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 3-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $19,801,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 AJ 9
ISIN No.: US059523AJ94
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-3A1-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-3A1-3
EXHIBIT A-3A2
[FORM OF FACE OF CLASS 3-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 3-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 3-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $24,546,000.00
Pass-Through Rate: Floating
CUSIP No.: 059523 AK 6
ISIN No.: US059523AK67
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-3A2-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-3A2-3
EXHIBIT A-4A1
[FORM OF FACE OF CLASS 4-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 4-A-1 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 4-A-1 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $80,000,000.00
Maximum Initial Class
Certificate Balance of this Class: $200,157,000.00
Pass-Through Rate: Floating
CUSIP No.: 059523 AL 4
ISIN No.: US059523AL41
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-4A1-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-4A1-3
EXHIBIT A-4A2
[FORM OF FACE OF CLASS 4-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 4-A-2 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MORE OR LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 4-A-2 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Notional Amount
of this Certificate
("Denomination"): $80,000,000.00
Maximum Initial Notional
Amount of this Class: $200,157,000.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 059523 AM 2
ISIN No.: US059523AM24
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This Class 4-A-2 Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Servicer, the Custodian or the Trustee
A-4A2-2
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-4A2-3
EXHIBIT A-4A3
[FORM OF FACE OF CLASS 4-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 4-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MORE OR LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 4-A-3
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Notional Amount of this
Certificate
("Denomination"):
Initial Notional Amount
of this Class: $200,157,000.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 059523 AN 0
ISIN No.: US059523AN07
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
This Class 4-A-3 Certificate is not entitled to any distributions with
respect to principal.
A-4A3-2
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Servicer, the Custodian or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-4A3-3
EXHIBIT A-4A4
[FORM OF FACE OF CLASS 4-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 4-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE APPLICABLE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION
OF REALIZED LOSSES ALLOCATED TO THE CLASS 4-A-1 CERTIFICATES WILL BE BORNE BY
THE CLASS 4-A-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 4-A-4
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $16,229,000.00
Pass-Through Rate: 7.0000%
CUSIP No.: 059523 AP 5
ISIN No.: US059523AP54
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
A-4A4-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-4A4-3
EXHIBIT A-4A5
[FORM OF FACE OF CLASS 4-A-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 4-A-5 Exchangeable Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED
BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A
GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 4-A-5 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust consisting
primarily of seven loan groups of fixed interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $120,157,000.00
Maximum Initial Class
Certificate Balance of this Class: $200,157,000.00
Pass-Through Rate: Floating
CUSIP No.: 059523 AQ 3
ISIN No.: US059523AQ38
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
A-4A5-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-4A5-3
EXHIBIT A-5A1
[FORM OF FACE OF CLASS 5-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 5-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 5-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,879,000.00
Pass-Through Rate: 5.2500%
CUSIP No.: 059523 AR 1
ISIN No.: US059523AR11
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
A-5A1-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-5A1-3
EXHIBIT A-5A2
[FORM OF FACE OF CLASS 5-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 5-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE APPLICABLE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION
OF REALIZED LOSSES ALLOCATED TO THE CLASS 5-A-1 CERTIFICATES WILL BE BORNE BY
THE CLASS 5-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 5-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,045,000.00
Pass-Through Rate: 5.2500%
CUSIP No.: 059523 AS 9
ISIN No.: US059523AS93
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-5A2-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-5A2-3
EXHIBIT A-6A1
[FORM OF FACE OF CLASS 6-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 6-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 6-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $15,031,000.00
Initial Class Certificate
Balance of this Class: $15,031,000.00
Pass-Through Rate: 6.5000%
CUSIP No.: 059523 AU 4
ISIN No.: US059523AU40
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
A-6A1-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-6A1-3
EXHIBIT A-6A2
[FORM OF FACE OF CLASS 6-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 6-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE APPLICABLE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION
OF REALIZED LOSSES ALLOCATED TO THE CLASS 6-A-1 CERTIFICATES WILL BE BORNE BY
THE CLASS 6-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 6-A-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,219,000.00
Pass-Through Rate: 6.5000%
CUSIP No.: 059523 AV 2
ISIN No.: US059523AV23
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
A-6A2-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-6A2-3
EXHIBIT A-7A1
[FORM OF FACE OF CLASS 7-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-A-1 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-A-1 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $23,417,342.00
Maximum Initial Class
Certificate Balance of this Class: $37,718,200.00
Pass-Through Rate: Floating
CUSIP No.: 059523 AX 8
ISIN No.: US059523AX88
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-7A1-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-7A1-3
EXHIBIT A-7A2
[FORM OF FACE OF CLASS 7-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-A-2 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-A-2 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $3,602,668.00
Maximum Initial Class
Certificate Balance of this Class: $5,802,800.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 059523 AY 6
ISIN No.: US059523AY61
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-7A2-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-7A2-3
EXHIBIT A-7A3
[FORM OF FACE OF CLASS 7-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-A-3 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
AFTER THE APPLICABLE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION
OF REALIZED LOSSES ALLOCATED TO THE CLASS 7-A-1 CERTIFICATES AND THE CLASS 7-A-2
CERTIFICATES WILL BE BORNE BY THE CLASS 7-A-3 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-A-3 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $1,833,990.00
Maximum Initial Class
Certificate Balance of this Class: $2,954,000.00
Pass-Through Rate: 6.5000%
CUSIP No.: 059523 AZ 3
ISIN No.: US059523AZ37
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-7A3-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-7A3-3
EXHIBIT A-7A4
[FORM OF FACE OF CLASS 7-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-A-4 Exchangeable Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED
BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A
GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-A-4 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust consisting
primarily of seven loan groups of fixed interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $0.00
Maximum Initial Class
Certificate Balance of this Class: $43,521,000.00
Pass-Through Rate: 6.5000%
CUSIP No.: 059523 BA 7
ISIN No.: US059523BA76
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
A-7A4-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-7A4-3
EXHIBIT A-7A5
[FORM OF FACE OF CLASS 7-A-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-A-5 Exchangeable Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED
BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A
GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-A-5 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust consisting
primarily of seven loan groups of fixed interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $17,621,000.00
Maximum Initial Class
Certificate Balance of this Class: $46,475,000.00
Pass-Through Rate: 6.5000%
CUSIP No.: 059523 BB 5
ISIN No.: US059523BB59
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
A-7A5-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-7A5-3
EXHIBIT A-A-IO
[FORM OF FACE OF CLASS A-IO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class A-IO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
A-AIO-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class A-IO
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Notional
Amount of this
Certificate
("Denomination"): $7,553,927.00
Initial Notional
Amount of this Class: $7,553,927.00
CUSIP No.: 059523 BC 3
ISIN No.: US059523BC33
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
This Class A-IO Certificate is not entitled to any distributions with
respect to principal.
For the purposes of determining distributions of interest, the Class A-IO
Certificates will be deemed to consist of three components which are not
severable: the Class 4-A-IO Component, the Class 6-A-IO Component and the Class
7-A-IO Component (each, a "Component").
A-AIO-2
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Servicer, the Custodian or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-AIO-3
EXHIBIT A-APO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class A-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-APO-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class A-PO
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $837,142.00
Initial Class Certificate
Balance of this Class: $837,142.00
CUSIP No.: 059523 BD 1
ISIN No.: US059523BD16
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
This Class A-PO Certificate is not entitled to any distributions with
respect to interest.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein.
A-APO-2
For the purposes of determining distributions in reduction of Class
Certificate Balance, the Class A-PO Certificates will be deemed to consist of
three components which are not severable: the Class 1-A-PO Component, the Class
5-A-PO Component and the Class 7-A-PO Component (each, a "Component").
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Servicer, the Custodian or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-APO-3
EXHIBIT A-CA1
[FORM OF FACE OF CLASS C-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-CA1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $18,432,000.00
Initial Class Certificate
Balance of this Class: $18,432,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BE 9
ISIN No.: US059523BE98
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein.
A-CA1-2
For the purposes of determining distributions of interest and in reduction
of Class Certificate Balance, the Class C-A-1 Certificates will be deemed to
consist of two components which are not severable: the Class C-A-1-1 Component
and the Class C-A-1-2 Component (each, a "Component").
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Servicer, the Custodian or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-CA1-3
EXHIBIT A-CA2
[FORM OF FACE OF CLASS C-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-2 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
AFTER THE APPLICABLE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION
OF REALIZED LOSSES ALLOCATED TO THE CLASS C-A-1 CERTIFICATES WILL BE BORNE BY
THE CLASS C-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED XXXXXX.
X-XX0-0
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-2 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $1,496,000.00
Maximum Initial Class
Certificate Balance of this Class: $1,496,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BF 6
ISIN No.: US059523BF63
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-CA2-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
For the purposes of determining distributions of interest and in reduction
of Class Certificate Balance, the Class C-A-2 Certificates will be deemed to
consist of two components which are not severable: the Class C-A-2-1 Component
and the Class C-A-2-2 Component (each, a "Component").
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-CA2-3
EXHIBIT A-CA3
[FORM OF FACE OF CLASS C-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-3 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
AFTER THE APPLICABLE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION
OF REALIZED LOSSES ALLOCATED TO THE CLASS 2-A-3 CERTIFICATES WILL BE BORNE BY
THE CLASS C-A-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED XXXXXX.
X-XX0-0
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-3 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $0.00
Maximum Initial Class
Certificate Balance of this Class: $6,072,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BG 4
ISIN No.: US059523BG47
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-CA3-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
For the purposes of determining distributions of interest and in reduction
of Class Certificate Balance, the Class C-A-3 Certificates will be deemed to
consist of two components which are not severable: the Class C-A-3-1 Component
and the Class C-A-3-2 Component (each, a "Component").
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-CA3-3
EXHIBIT A-CA4
[FORM OF FACE OF CLASS C-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-4 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-CA4-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-4 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $22,026,000.00
Maximum Initial Class
Certificate Balance of this Class: $22,026,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BH 2
ISIN No.: US059523BH20
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-CA4-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
For the purposes of determining distributions of interest and in reduction
of Class Certificate Balance, the Class C-A-4 Certificates will be deemed to
consist of two components which are not severable: the Class C-A-4-1 Component
and the Class C-A-4-2 Component (each, a "Component").
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-CA4-3
EXHIBIT A-CA5
[FORM OF FACE OF CLASS C-A-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-5 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON
THE COMPONENT BALANCE OF EACH COMPONENT OF THIS CERTIFICATE WILL NOT BE PAYABLE
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE COMPONENT BALANCE OF SUCH COMPONENT
OF THIS CERTIFICATE AND BECAUSE REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERENCED HEREIN, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE MORE OR LESS THAN THE AMOUNT SET FORTH BELOW.
A-CA5-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-5 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $1,865,000.00
Maximum Initial Class
Certificate Balance of this Class: $1,865,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BJ 8
ISIN No.: US059523BJ85
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-CA5-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
For the purposes of determining distributions of interest and in reduction
of Class Certificate Balance, the Class C-A-5 Certificates will be deemed to
consist of two components which are not severable: the Class C-A-5-1 Component
and the Class C-A-5-2 Component (each, a "Component").
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-CA5-3
EXHIBIT A-CA6
[FORM OF FACE OF CLASS C-A-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-6 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
AFTER THE APPLICABLE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION
OF REALIZED LOSSES ALLOCATED TO THE CLASS C-A-4 CERTIFICATES AND THE CLASS C-A-5
CERTIFICATES WILL BE BORNE BY THE CLASS C-A-6 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED XXXXXX.
X-XX0-0
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-6 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $0.00
Maximum Initial Class
Certificate Balance of this Class: $1,938,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BK 5
ISIN No.: US059523BK58
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-CA6-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
For the purposes of determining distributions of interest and in reduction
of Class Certificate Balance, the Class C-A-6 Certificates will be deemed to
consist of two components which are not severable: the Class C-A-6-1 Component
and the Class C-A-6-2 Component (each, a "Component").
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-CA6-3
EXHIBIT A-CA7
[FORM OF FACE OF CLASS C-A-7 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-7 Exchangeable REMIC Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES IN THE RELATED COMBINATION GROUP.
AFTER THE APPLICABLE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION
OF REALIZED LOSSES ALLOCATED TO THE CLASS 3-A-2 CERTIFICATES WILL BE BORNE BY
THE CLASS C-A-7 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED XXXXXX.
X-XX0-0
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-7 Exchangeable REMIC Certificate
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $0.00
Maximum Initial Class
Certificate Balance of this Class: $113,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BL 3
ISIN No.: US059523BL32
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
A-CA7-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
For the purposes of determining distributions of interest and in reduction
of Class Certificate Balance, the Class C-A-7 Certificates will be deemed to
consist of two components which are not severable: the Class C-A-7-1 Component
and the Class C-A-7-2 Component (each, a "Component").
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-CA7-3
EXHIBIT A-CA8
[FORM OF FACE OF CLASS A-CA8 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-8
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
A-CA8-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-8
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Notional Amount
of this Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $38,301,000.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 059523 BM 1
ISIN No.: US059523BM15
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
This Class C-A-8 Certificate is not entitled to any distributions with
respect to principal.
For the purposes of determining distributions of interest, the Class C-A-8
Certificates will be deemed to consist of two components which are not
severable: the Class C-A-8-1 Component and the Class C-A-8-2 Component (each, a
"Component").
A-CA8-2
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Servicer, the Custodian or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-CA8-3
EXHIBIT A-CA9
[FORM OF FACE OF CLASS A-CA9 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-9
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-CA9-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-9
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $7,353,000.00
Initial Class Certificate
Balance of this Class: $7,353,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BN 9
ISIN No.: US059523BN97
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
For the purposes of determining distributions of interest and in reduction
of Class Certificate Balance, the Class C-A-9 Certificates will be deemed to
consist of three components which are not severable: the Class C-A-9-1
Component, the Class C-A-9-2 Component and the Class C-A-9-3 Component (each, a
"Component").
A-CA9-2
This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Servicer, the Custodian or the Trustee
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
X-XX0-0
XXXXXXX X-XX00
[FORM OF FACE OF CLASS C-A-10 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-10 Exchangeable Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED
BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A
GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED XXXXXX.
X-XX00-0
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-10 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust consisting
primarily of seven loan groups of fixed interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $0.00
Maximum Initial Class
Certificate Balance of this Class: $8,010,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BP 4
ISIN No.: US059523BP46
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
A-CA10-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
X-XX00-0
XXXXXXX X-XX00
[FORM OF FACE OF CLASS C-A-11 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-11 Exchangeable Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED
BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A
GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-CA11-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-11 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust consisting
primarily of seven loan groups of fixed interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $0.00
Maximum Initial Class
Certificate Balance of this Class: $23,891,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BQ 2
ISIN No.: US059523BQ29
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
A-CA11-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
X-XX00-0
XXXXXXX X-XX00
[FORM OF FACE OF CLASS C-A-12 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-12 Exchangeable Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED
BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A
GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED XXXXXX.
X-XX00-0
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-12 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust consisting
primarily of seven loan groups of fixed interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $0.00
Maximum Initial Class
Certificate Balance of this Class: $8,123,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BR 0
ISIN No.: US059523BR02
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
A-CA12-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
X-XX00-0
XXXXXXX X-XX00
[FORM OF FACE OF CLASS C-A-13 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-13 Exchangeable Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED
BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A
GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED XXXXXX.
X-XX00-0
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-13 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust consisting
primarily of seven loan groups of fixed interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $12,178,000.00
Maximum Initial Class
Certificate Balance of this Class: $12,178,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BS 8
ISIN No.: US059523BS84
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
A-CA13-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
X-XX00-0
XXXXXXX X-XX00
[FORM OF FACE OF CLASS C-A-14 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-14 Exchangeable Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED
BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A
GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED XXXXXX.
X-XX00-0
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-14 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust consisting
primarily of seven loan groups of fixed interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $0.00
Maximum Initial Class
Certificate Balance of this Class: $9,619,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BT 6
ISIN No.: US059523BT67
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
A-CA14-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
X-XX00-0
XXXXXXX X-XX00
[FORM OF FACE OF CLASS C-A-15 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-15 Exchangeable Certificate
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED
BENEFICIAL INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A
GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
REMIC CERTIFICATES IN THE RELATED COMBINATION GROUP.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED XXXXXX.
X-XX00-0
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class C-A-15 Exchangeable Certificate
evidencing an interest in the Exchangeable Certificate Grantor Trust Account and
the Related Exchangeable REMIC Certificates issued by a Trust consisting
primarily of seven loan groups of fixed interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-Off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate Balance
of this Certificate
("Denomination"): $0.00
Maximum Initial Class
Certificate Balance of this Class: $13,674,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 059523 BU 3
ISIN No.: US059523BU31
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained on any date of determination by
dividing the Denomination of this Certificate by the Aggregate Denomination on
such date of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Banc of America Funding Corporation (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement, dated June 29, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as
trustee (the "Trustee"), and U.S. Bank National Association, as custodian (the
"Custodian"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
A-CA15-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
A-CA15-3
EXHIBIT B-XB1
[FORM OF FACE OF CLASS X-B-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN THE CROSSED GROUPS AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-XB1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $15,971,000.00
Pass-Through Rate: Variable
CUSIP No.: 059523 BX 7
ISIN No.: US059523BX79
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
B-XB1-2
interest in, and is not guaranteed by the Depositor, the Servicer and The
Trustee or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-XB1-3
EXHIBIT B-XB2
[FORM OF FACE OF CLASS X-B-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN THE CROSSED GROUPS AND THE CLASS X-B-1 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-XB2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,879,000.00
Pass-Through Rate: Variable
CUSIP No.: 059523 BY 5
ISIN No.: US059523BY52
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
B-XB2-2
interest in, and is not guaranteed by the Depositor, the Servicer and The
Trustee or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-XB2-3
EXHIBIT B-XB3
[FORM OF FACE OF CLASS X-B-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN THE CROSSED GROUPS, THE CLASS X-B-1 CERTIFICATES AND THE CLASS
X-B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT), SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-XB3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-3
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,159,000.00
Pass-Through Rate: Variable
CUSIP No.: 059523 BZ 2
ISIN No.: US059523BZ28
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer and The
B-XB3-2
Trustee or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-XB3-3
EXHIBIT B-XB4
[FORM OF FACE OF CLASS X-B-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN THE CROSSED GROUPS, THE CLASS X-B-1 CERTIFICATES, THE CLASS
X-B-2 CERTIFICATES AND THE CLASS X-B-3 CERTIFICATES AS DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-XB4-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-4
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,440,000.00
Pass-Through Rate: Variable
CUSIP No.: 059523 CD 0
ISIN No.: US059523CD07
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
B-XB4-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Sponsor, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-XB4-3
EXHIBIT B-XB5
[FORM OF FACE OF CLASS X-B-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN THE CROSSED GROUPS, THE CLASS X-B-1 CERTIFICATES, THE CLASS
X-B-2 CERTIFICATES, THE CLASS X-B-3 CERTIFICATES AND THE CLASS X-B-4
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-XB5-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-5
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,948,000.00
Pass-Through Rate: Variable
CUSIP No.: 059523 CE 8
ISIN No.: US059523CE89
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
B-XB5-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Sponsor, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-XB5-3
EXHIBIT B-XB6
[FORM OF FACE OF CLASS X-B-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN THE CROSSED GROUPS, THE CLASS X-B-1 CERTIFICATES, THE CLASS
X-B-2 CERTIFICATES, THE CLASS X-B-3 CERTIFICATES, THE CLASS X-B-4 CERTIFICATES
AND THE CLASS X-B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-XB6-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class X-B-6
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,457,297.00
Pass-Through Rate: Variable
CUSIP No.: 059523 CF 5
ISIN No.: US059523CF54
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
B-XB6-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Sponsor, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-XB6-3
EXHIBIT B-7B1
[FORM OF FACE OF CLASS 7-B-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN GROUP 7 AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-7B1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-1
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,454,000.00
Pass-Through Rate: 6.5000%
CUSIP No.: 059523 CA 6
ISIN No.: US059523CA67
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer and The
B-7B1-2
Trustee or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-7B1-3
EXHIBIT B-7B2
[FORM OF FACE OF CLASS 7-B-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN GROUP 7 AND THE CLASS 7-B-1 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-7B2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-2
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $930,000.00
Pass-Through Rate: 6.5000%
CUSIP No.: 059523 CB 4
ISIN No.: US059523CB41
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer and The
B-7B2-2
Trustee or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-7B2-3
EXHIBIT B-7B3
[FORM OF FACE OF CLASS 7-B-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN GROUP 7, THE CLASS 7-B-1 CERTIFICATES AND THE CLASS 7-B-2
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-7B3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-3
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $601,000.00
Pass-Through Rate: 6.5000%
CUSIP No.: 059523 CC 2
ISIN No.: US059523CC24
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer and The
B-7B3-2
Trustee or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-7B3-3
EXHIBIT B-7B4
[FORM OF FACE OF CLASS 7-B-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN GROUP 7, THE CLASS 7-B-1 CERTIFICATES, THE CLASS 7-B-2
CERTIFICATES AND THE CLASS 7-B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
FSERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-7B4-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-4
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $628,000.00
Pass-Through Rate: 6.5000%
CUSIP No.: 059523 CG 3
ISIN No.: US059523CG38
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
B-7B4-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Sponsor, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-7B4-3
EXHIBIT B-7B5
[FORM OF FACE OF CLASS 7-B-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-5
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN GROUP 7, THE CLASS 7-B-1 CERTIFICATES, THE CLASS 7-B-2
CERTIFICATES, THE CLASS 7-B-3 CERTIFICATES AND THE CLASS 7-B-4 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-7B5-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-5
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $492,000.00
Pass-Through Rate: 6.5000%
CUSIP No.: 059523 CH 1
ISIN No.: US059523CH11
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
B-7B5-2
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Sponsor, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-7B5-3
EXHIBIT B-7B6
[FORM OF FACE OF CLASS 7-B-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND COMPONENTS IN GROUP 7, THE CLASS 7-B-1 CERTIFICATES, THE CLASS 7-B-2
CERTIFICATES, THE CLASS 7-B-3 CERTIFICATES, THE CLASS 7-B-4 CERTIFICATES AND THE
CLASS 7-B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-7B6-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-5
Class 7-B-6
evidencing an interest in a Trust consisting primarily of seven loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: June 1, 2007
First Distribution Date: July 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $356,184.00
Pass-Through Rate: 6.5000%
CUSIP No.: 059523 CJ 7
ISIN No.: US059523CJ76
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated June 29, 2007 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"),
and U.S. Bank National Association, as custodian (the "Custodian"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
B-7B6-2
interest in, and is not guaranteed by the Depositor, the Servicer, the Custodian
or the Trustee or any of their respective affiliates. Neither this Certificate
nor the Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Sponsor, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Trustee.
* * *
B-7B6-3
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Banc of America Funding Corporation Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (collectively, the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Pooling and Servicing Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Pooling and Servicing
Agreement or, except as expressly provided in the Pooling and Servicing
Agreement, subject to any liability under the Pooling and Servicing Agreement.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement.
On each Distribution Date, the Trustee shall distribute out of the
Certificate Account to each Certificateholder of record on the related Record
Date (other than respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Certificate (other than a Residual Certificate), by
wire transfer or by such other means of payment as such Certificateholder and
the Trustee shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth in Article V of the Pooling and Servicing
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentation and surrender of such Certificate to the
Trustee as contemplated by Section 10.01 of the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Pooling and Servicing Agreement at any time by the Depositor, the Servicer, the
C-1
Custodian and the Trustee with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the Pooling and Servicing Agreement. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement.
The Depositor, the Servicer, the Certificate Registrar and the Trustee and
any agent of the Depositor, the Servicer, the Certificate Registrar or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Servicer, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal Balance of
the Mortgage Loans is less than 1% of the aggregate unpaid principal balance of
the Mortgage Loans as of the Cut-off Date, the Servicer has the option to
purchase the Mortgage Loans and related REO Properties under the conditions set
forth in Section 10.01 of the Pooling and Servicing Agreement. In the event that
no such termination occurs, the obligations and responsibilities created by the
Pooling and Servicing Agreement will terminate upon the later of the maturity or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan remaining in the Trust or the disposition of all property in respect
thereof and the distribution to Certificateholders of all amounts required to be
distributed pursuant to the Pooling and Servicing Agreement. In no event shall
the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St.
Xxxxx, living on the date thereof.
Any term used herein that is defined in the Pooling and Servicing Agreement
shall have the meaning assigned in the Pooling and Servicing Agreement, and
nothing herein shall be deemed inconsistent with that meaning.
C-2
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
XXXXX FARGO BANK, N.A.,
as Trustee
By__________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the Pooling and Servicing
Agreement referenced herein.
XXXXX FARGO BANK, N.A.,
as Trustee
By__________________________________
Authorized Signatory
C-3
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
_____________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to Applicable statements should be mailed to
This information is provided by , the assignee named above, or, as its
agent.
X-0
XXXXXXX X-0
LOAN GROUP 1 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted by the
Securities and Exchange Commission on June 28, 2007, with a
filing date of June 28, 2007 and accession number
0001379434-07-000120.]
X-0-0
XXXXXXX X-0
LOAN GROUP 2 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted by the
Securities and Exchange Commission on June 28, 2007, with a
filing date of June 28, 2007 and accession number
0001379434-07-000120.]
X-0-0
XXXXXXX X-0
LOAN GROUP 3 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted by the
Securities and Exchange Commission on June 28, 2007, with a
filing date of June 28, 2007 and accession number
0001379434-07-000120.]
X-0-0
XXXXXXX X-0
LOAN GROUP 4 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted by the
Securities and Exchange Commission on June 28, 2007, with a
filing date of June 28, 2007 and accession number
0001379434-07-000120.]
X-0-0
XXXXXXX X-0
LOAN GROUP 5 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted by the
Securities and Exchange Commission on June 28, 2007, with a
filing date of June 28, 2007 and accession number
0001379434-07-000120.]
X-0-0
XXXXXXX X-0
LOAN GROUP 6 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted by the
Securities and Exchange Commission on June 28, 2007, with a
filing date of June 28, 2007 and accession number
0001379434-07-000120.]
X-0-0
XXXXXXX X-0
LOAN GROUP 7 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted by the
Securities and Exchange Commission on June 28, 2007, with a
filing date of June 28, 2007 and accession number
0001379434-07-000120.]
D-7-1
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[Date]
To: U.S. Bank National Association
0000 Xxxxxxxxxxxx Xx., Xxxxx X
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxx
Re: The Pooling and Servicing Agreement, dated June 29, 2007, among Banc of
America Funding Corporation, as Depositor, Bank of America, National
Association, as Servicer, Xxxxx Fargo Bank, N.A., as Trustee, and U.S. Bank
National Association, as Custodian.
In connection with the administration of the Mortgage Loans held by you, as
Custodian, pursuant to the above-captioned Pooling and Servicing Agreement, we
request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
---------------------
Mortgagor Name, Address & Zip Code:
-----------------------------------
Reason for Requesting Documents (check one)
-------------------------------------------
____ 1. Mortgage Paid in Full
____ 2. Foreclosure
____ 3. Substitution
____ 4. Other Liquidation
____ 5. Nonliquidation Reason: ___________________
By:_______________________________________
(authorized signer of Servicer)
Issuer:___________________________________
Address:__________________________________
__________________________________________
AS
Date:_____________________________________
E-1
Custodian
---------
U.S. Bank National Association
Please acknowledge the execution of the above request by your signature and date
below:
___________________________________________ ______________
Signature Date
Documents returned to Custodian:
___________________________________________ ______________
Custodian Date
E-2
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
June 29, 2007
[_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated June 29, 2007, among Banc of America Funding Corporation, as Depositor,
Bank of America, National Association, as Servicer, Xxxxx Fargo Bank, N.A., as
Trustee, and U.S. Bank National Association, as Custodian.
[_____________________],
By:_________________________________
Name:_______________________________
Title:______________________________
F-1
EXHIBIT G-1
FORM OF TRANSFEROR'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Corporate Trust Services - BAFC 2007-5
Re: Banc of America Funding Corporation, Mortgage Pass-Through Certificates,
Series 2007-5, Class ___, having an initial aggregate Certificate Balance
as of June 29, 2007 of $___________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated June 29, 2007, among Banc of America Funding Corporation, as
Depositor, Bank of America, National Association, as Servicer, Xxxxx Fargo Bank,
N.A., as Trustee, and U.S. Bank National Association, as Custodian. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Trustee, that:
1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all
claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security to any person in any manner, (b) solicited any offer
to buy or accept a transfer, pledge or other disposition of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security with any person in
any manner, (d) made any general solicitation with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any
other similar security by means of general advertising or in any other
manner, or (e) taken any other action with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security, which (in the case of any of the acts described in clauses (a)
through (e) hereof) would constitute a distribution of the Transferred
Certificates under the Securities Act of 1933, as amended (the "1933 Act"),
would render the disposition of the Transferred Certificates a violation of
G-1-1
Section 5 of the 1933 Act or any state securities laws, or would require
registration or qualification of the Transferred Certificates pursuant to
the 1933 Act or any state securities laws.
Very truly yours,
______________________________________
(Transferor)
By:___________________________________
Name:_________________________________
Title:________________________________
G-1-2
EXHIBIT G-2A
FORM 1 OF TRANSFEREE'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Corporate Trust Services - BAFC 2007-5
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-5, Class ___, having an initial aggregate
Certificate Balance as of June 29, 2007 of $_________]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated June 29, 2007, among Banc of America Funding
Corporation, as Depositor, Bank of America, National Association, as Servicer,
Xxxxx Fargo Bank, N.A., as Trustee, and U.S. Bank National Association, as
Custodian. All capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Trustee,
that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "1933 Act"), and has
completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it is
being made in reliance on Rule 144A. The Transferee is acquiring the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of another Qualified Institutional
Buyer to whom notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (b) pursuant to another exemption from
registration under the 1933 Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust created pursuant
G-2A-1
thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificate, and (f) all related matters, that it has
requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
______________________________________
(Transferor)
By:___________________________________
Name:_________________________________
Title:________________________________
G-2A-2
Nominee Acknowledgment
----------------------
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
______________________________________
(Nominee)
By:___________________________________
Name:_________________________________
Title:________________________________
G-2A-3
ANNEX 1 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [__________________] (the
"Transferor") Xxxxx Fargo Bank, N.A., as Trustee with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________((1)) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
___ Corporation, etc. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or any organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the District
of Columbia, the business of which is substantially confined to
banking and is supervised by the state or territorial banking
commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of
which is attached hereto, as of a date not more than 16 months
preceding the date of sale of the Transferred Certificates in the case
of a U.S. bank, and not more than 18 months preceding such date of
sale in the case of a foreign bank or equivalent institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised and
examined by a state or federal authority having supervision over any
such institutions, or is a foreign savings and loan association or
_______________________________________
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
G-2A-4
equivalent institute and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements,
a copy of which is attached hereto, as of a date not more than 16
months preceding the date of sale of the Transferred Certificates in
the case of a U.S. savings and loan association, and not more than 18
months preceding such date of sale in the case of a foreign savings
and loan association or equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of insurance
or the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a
similar official or agency of a state, U.S. territory or the District
of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
G-2A-5
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
________________________________________
Print Name of Transferee
By:_____________________________________
Name:___________________________________
Title:__________________________________
Date:___________________________________
G-2A-6
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") Xxxxx Fargo Bank, N.A., as Trustee, with respect to the mortgage
pass-through certificates (the "Transferred Certificates") described in the
Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$__________ in securities (other than the excluded securities referred
to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
____ The Transferee is part of a Family of Investment Companies which owned
in the aggregate $__________________ in securities (other than the
excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
G-2A-7
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
______________________________________
Print Name of Transferee or Adviser
By:___________________________________
Name:_________________________________
Title:________________________________
IF AN ADVISER:
______________________________________
Print Name of Transferee
By:___________________________________
Date:_________________________________
G-2A-8
EXHIBIT G-2B
FORM 2 OF TRANSFEREE'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Corporate Trust Services - BAFC 2007-5
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-5, Class ___, having an initial
aggregate Certificate Balance as of June 29, 2007 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[_________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
June 29, 2007, among Banc of America Funding Corporation, as Depositor, Bank of
America, National Association, as Servicer, Xxxxx Fargo Bank, N.A., as Trustee,
and U.S. Bank National Association, as Custodian. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Trustee, that:
1. Transferee is acquiring the Transferred Certificates for its own account
for investment and not with a view to or for sale or transfer in connection with
any distribution thereof, in whole or in part, in any manner which would violate
the Securities Act of 1933, as amended (the "1933 Act"), or any applicable state
securities laws.
2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee is obligated to register or qualify the Transferred Certificates and (c)
neither the Transferred Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless such resale or
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
laws, in which case (i) unless the transfer is made in reliance on Rule 144A
under the 1933 Act, the Trustee or the Depositor may require a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
G-2B-1
Exhibit G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as Exhibit G-2A or, in the case of the Class X-B-4, Class
X-B-5, Class X-B-6, Class 7-B-4, Class 7-B-5 and Class 7-B-6 Certificates only,
as Exhibit G-2B, which certificates shall not be an expense of the Trustee or
the Depositor; provided that the foregoing requirements under clauses (i) and
(ii) shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT
REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02
OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(d) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
G-2B-2
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
______________________________________
(Transferee)
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
G-2B-3
Nominee Acknowledgment
----------------------
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
______________________________________
(Nominee)
By:___________________________________
Name:_________________________________
Title:________________________________
G-2B-4
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR ERISA RESTRICTED CERTIFICATES
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Corporate Trust Services - BAFC 2007-5
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-5, Class ___, having an initial aggregate
Certificate Balance as of June 29, 2007 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
June 29, 2007, among Banc of America Funding Corporation, as Depositor, Bank of
America, National Association, as Servicer, Xxxxx Fargo Bank, N.A., as Trustee,
and U.S. Bank National Association, as Custodian. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as
Trustee, either that:
(a) it is not an employee benefit plan or arrangement, subject to Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a
Person acting on behalf of or using the assets of any such employee benefit plan
or arrangement (collectively, a "Plan") to effect the purchase of the
Transferred Certificates; or
(b) with respect to any ERISA Restricted Certificate other than a Class
X-B-4, Class X-B-5, Class X-B-6, Class 7-B-4, Class 7-B-5, Class 7-B-6 or Class
1-A-R Certificate, it is an insurance company using funds from an "insurance
company general account" (as defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), to
purchase the Transferred Certificates and the purchase and holding of the
Transferred Certificates are covered by Section I and Section III of PTCE 95-60.
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
H-1
Very truly yours,
______________________________________
(Transferee)
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
H-2
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATE
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2007-5
STATE OF )
) ss:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class 1-A-R Certificate (the
"Residual Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated June 29, 2007, among Banc of America Funding Corporation, as Depositor,
Bank of America, National Association, as Servicer, Xxxxx Fargo Bank, N.A., as
Trustee, and U.S. Bank National Association, as Custodian. Capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in
the Agreement. The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the date of
the transfer, a Permitted Transferee. The Transferee is acquiring the Residual
Certificate either (i) for its own account or (ii) as nominee, trustee or agent
for another Person who is a Permitted Transferee and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on transfers of the Residual Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record Holder of an interest in such entity. The Transferee
understands that, other than in the case of an "electing large partnership"
under Section 775 of the Code, such tax will not be imposed for any period with
respect to which the record Holder furnishes to the pass-through entity an
affidavit that such record Holder is a Permitted Transferee and the pass-through
I-1
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Residual Certificate including, without limitation, the restrictions on
subsequent transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 6.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the transfer
to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Residual Certificate, and in connection with any transfer by a Person for whom
the Transferee is acting as nominee, trustee or agent, and the Transferee will
not transfer the Residual Certificate or cause the Residual Certificate to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth in Exhibit Y to this Agreement (a "Transferor Certificate") to
the effect that such Transferee has no actual knowledge that the Person to which
the transfer is to be made is not a Permitted Transferee and no reason to
believe that the statements in such Person's transfer affidavit are false.
7. The Transferee historically has paid its debts as they have become due,
and it intends to do so in the future.
8. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the Residual
Certificate.
9. The taxpayer identification number of the Transferee (or the
Transferee's nominee, if applicable) is ___________.
10. The Transferee is a (i) U.S. Person as defined in Code Section
7701(a)(30) or (ii) (A) the Transferee holds the Residual Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trustee with an effective Internal Revenue
Service Form W-8ECI (or successor thereto) or (B) the Transferee has delivered
to both the transferor and the Trustee an Opinion of Counsel from a
nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Residual Certificate will not be
disregarded for federal income tax purposes.
11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
I-2
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
12. The Transferee will not cause income from the Residual Certificate to
be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other U.S.
Person.
13. If the Transferee is purchasing the Residual Certificate in a transfer
intended to meet the safe harbor provisions of Treasury Regulations Sections
1.860E-1(c), the Transferee has executed and attached Attachment A hereto.
14. The Transferee is not an employee benefit plan or arrangement, subject
to Title I of ERISA, or Section 4975 of the Code and the Transferee is not
acting on behalf of, or using assets of, such an employee benefit plan or
arrangement.
15. The Transferee understands that it may incur tax liabilities with
respect to the Residual Certificate in excess of cash flows generated thereby.
16. The Transferee intends to pay taxes associated with holding the
Residual Certificate as such taxes become due.
* * *
I-3
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.
____________________________________________
Print Name of Transferee
By:_________________________________________
Name:
Title:
Personally appeared before me the above-named
______________________________, known or proved to me to be the same person who
executed the foregoing instrument and to be the _______________________ of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.
Subscribed and sworn before me this _____ day of _______________________,
____
_____________________________________
NOTARY PUBLIC
My Commission expires the ____ day of
______________, ____
I-4
ATTACHMENT A
to
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
Check the appropriate box:
[ ] The consideration paid to the Transferee to acquire the Residual
Certificate equals or exceeds the excess of (a) the present value of
the anticipated tax liabilities over (b) the present value of the
anticipated savings associated with holding such Residual Certificate,
in each case calculated in accordance with U.S. Treasury Regulations
Sections 1.860E-1(c)(7) and (8), computing present values using a
discount rate equal to the short-term Federal rate prescribed by
Section 1274(d) of the Code and the compounding period used by the
Transferee.
OR
--
[ ] The transfer of the Residual Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Transferee is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from Residual Certificate will only be taxed in the United
States;
(ii) at the time of the transfer, and at the close of the Transferee's
two fiscal years preceding the year of the transfer, the
Transferee had gross assets for financial reporting purposes
(excluding any obligation of a person related to the Transferee
within the meaning of U.S. Treasury Regulations Section
1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in
excess of $10 million;
(iii) the Transferee will transfer the Residual Certificate only to
another "eligible corporation," as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that
satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
Regulations;
(iv) the Transferee has determined the consideration paid to it to
acquire the Residual Certificate based on reasonable market
assumptions (including, but not limited to, borrowing and
investment rates, prepayment and loss assumptions, expense and
reinvestment assumptions, tax rates and other factors specific to
the Transferee) that it has determined in good faith; and
I-5
(v) in the event of any transfer of the Residual Certificate by the
Transferee, the Transferee will require its transferee to
complete a representation in the form of this Attachment A as a
condition of such transferee's purchase of the Residual
Certificate.
I-6
EXHIBIT J
CONTENTS OF SERVICING FILE
1. Copies of Mortgage Loans Documents.
2. Residential loan application.
3. Mortgage Loan closing statement.
4. Verification of employment and income, if required.
5. Verification of acceptable evidence of source and amount of downpayment.
6. Credit report on Mortgagor, in a form acceptable to either Xxxxxx Xxx or
Xxxxxxx Mac.
7. Residential appraisal report.
8. Photograph of the Mortgaged Property.
9. Survey of the Mortgaged Property, unless a survey is not required by the
title insurer.
10. Copy of each instrument necessary to complete identification of any
exception set forth in the exception schedule in the title policy, i.e., map or
plat, restrictions, easements, home owner association declarations, etc.
11. Copies of all required disclosure statements.
12. If applicable, termite report, structural engineer's report, water
potability and septic certification.
13. Sales Contract, if applicable.
14. The Primary Insurance Policy or certificate of insurance or an electronic
notation of the existence of such policy, where required pursuant to the
Agreement.
15. Evidence of electronic notation of the hazard insurance policy, and if
required by law, evidence of the flood insurance policy.
J-1
EXHIBIT K
[RESERVED]
K-1
EXHIBIT L
LIST OF RECORDATION STATES
Florida
Maryland
L-1
EXHIBIT M
FORM OF INITIAL CERTIFICATION
June 29, 0000
Xxxx xx Xxxxxxx Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Bank of America, National Association
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services - BAFC 2007-5
Re: The Pooling and Servicing Agreement, dated June 29, 2007 (the "Pooling
and Servicing Agreement"), among Banc of America Funding Corporation,
as Depositor, Bank of America, National Association, as Servicer,
Xxxxx Fargo Bank, N.A., as Trustee, and U.S. Bank National
Association, as Custodian.
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies
that, except as specified in any list of exceptions attached hereto, it has
received the original Mortgage Note relating to each of the Mortgage Loans
listed on the Mortgage Loan Schedule.
The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this Initial Certification.
The Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
M-1
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Custodian
By:___________________________________
Name:_________________________________
Title:________________________________
M-2
EXHIBIT N
FORM OF FINAL CERTIFICATION
[__________ __, ____]
Banc of America Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Bank of America, National Association
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - BAFC 2007-5
Re: The Pooling and Servicing Agreement, dated June 29, 2007 (the "Pooling
and Servicing Agreement"), among Banc of America Funding Corporation,
as Depositor, Bank of America, National Association, as Servicer,
Xxxxx Fargo Bank, N.A., as Trustee, and U.S. Bank National
Association, as Custodian.
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies
that, as to each Mortgage Loan listed in the Mortgage Loan Schedule, except as
may be specified in any list of exceptions attached hereto, such Mortgage File
contains all of the items required to be delivered pursuant to Section 2.01(b)
of the Pooling and Servicing Agreement.
The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this Final Certification. The
Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
N-1
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Custodian
By:___________________________________
Name:_________________________________
Title:________________________________
N-2
EXHIBIT O
Form of Xxxxxxxx-Xxxxx Certification
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2007-5
I, [________], a [_____________] of Banc of America Funding Corporation
(the "Depositor"), certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K of the Banc of America Funding 2007-5 Trust (the "Exchange Act
Periodic Reports");
2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole,
do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered
by this report is included in the Exchange Act Periodic Reports;
4. Based on my knowledge and the servicer compliance statements required in
this report under Item 1123 of Regulation AB, and except as disclosed in
the Exchange Act Periodic Reports, the servicers have fulfilled their
obligations under the servicing agreements in all material respects; and
5. All of the reports on assessment of compliance with the servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with Item
1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in
this report. Any material instances of noncompliance described in such
reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: [____________________]
[_________], 20[__]
O-1
EXHIBIT P
Relevant Servicing Criteria
--------------------------------------------------------------------------------------------------------------
Servicing Criteria Parties Responsible
--------------------------------------------------------------------------------------------------------------
Reference Criteria
--------------------------------------------------------------------------------------------------------------
General Servicing Considerations
--------------------------------------------------------------------------------------------------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any Servicer and Trustee
performance or other triggers and events of default in
accordance with the transaction agreements.
--------------------------------------------------------------------------------------------------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third Servicer and Trustee
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such
servicing activities.
--------------------------------------------------------------------------------------------------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a Not applicable
back-up servicer for the mortgage loans are maintained.
--------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect Servicer
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of
the transaction agreements.
--------------------------------------------------------------------------------------------------------------
Cash Collection and Administration
--------------------------------------------------------------------------------------------------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the Servicer and Trustee
appropriate custodial bank accounts and related bank clearing
accounts no more than two business days following receipt,
or such other number of days specified in the transaction
agreements.
--------------------------------------------------------------------------------------------------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor Servicer and Trustee
or to an investor are made only by authorized personnel.
--------------------------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash Servicer and Trustee
flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as
specified in the transaction agreements.
--------------------------------------------------------------------------------------------------------------
1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve Servicer and Trustee
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
agreements.
--------------------------------------------------------------------------------------------------------------
P-1
--------------------------------------------------------------------------------------------------------------
Servicing Criteria Parties Responsible
--------------------------------------------------------------------------------------------------------------
Reference Criteria
--------------------------------------------------------------------------------------------------------------
General Servicing Considerations
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured Servicer and Trustee
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally insured
depository institution" with respect to a foreign financial
institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
--------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent Servicer and Trustee
unauthorized access.
--------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset- Servicer and Trustee
backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B) prepared
within 30 calendar days after the bank statement cutoff date,
or such other number of days specified in the transaction
agreements; (C) reviewed and approved by someone other
than the person who prepared the reconciliation; and (D)
contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of
their original identification, or such other number of
days specified in the transaction agreements.
--------------------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
--------------------------------------------------------------------------------------------------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Servicer and Trustee
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the
transaction agreements; (B) provide information calculated in
accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid principal balance and
number of mortgage loans serviced by the Servicer.
--------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in Servicer and Trustee
accordance with timeframes, distribution priority and other
terms set forth in the transaction agreements.
--------------------------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two Servicer and Trustee
business days to the Servicer's investor records, or such other
number of days specified in the transaction agreements.
--------------------------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree Servicer and Trustee
with cancelled checks, or other form of payment, or custodial
bank statements.
--------------------------------------------------------------------------------------------------------------
P-2
--------------------------------------------------------------------------------------------------------------
Servicing Criteria Parties Responsible
--------------------------------------------------------------------------------------------------------------
Reference Criteria
--------------------------------------------------------------------------------------------------------------
General Servicing Considerations
--------------------------------------------------------------------------------------------------------------
Pool Asset Administration
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as Servicer, Trustee and
required by the transaction agreements or related mortgage Custodian
loan documents.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as Servicer, Trustee and
required by the transaction agreements Custodian
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are Servicer
made, reviewed and approved in accordance with any
conditions or requirements in the transaction agreements.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in Servicer
accordance with the related mortgage loan documents are
posted to the Servicer's obligor records maintained no more
than two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree Servicer
with the Servicer's records with respect to an obligor's
unpaid principal balance.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's Servicer
mortgage loans (e.g., loan modifications or re-agings) are
made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related pool
asset documents.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, Servicer
modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other
requirements established by the transaction agreements.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained Servicer
during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such records
are maintained on at least a monthly basis, or such other
period specified in the transaction agreements, and describe
the entity's activities in monitoring delinquent mortgage
loans including, for example, phone calls, letters and
payment rescheduling plans in cases where delinquency is
deemed temporary (e.g., illness or unemployment).
--------------------------------------------------------------------------------------------------------------
P-3
--------------------------------------------------------------------------------------------------------------
Servicing Criteria Parties Responsible
--------------------------------------------------------------------------------------------------------------
Reference Criteria
--------------------------------------------------------------------------------------------------------------
General Servicing Considerations
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage Servicer
loans with variable rates are computed based on the related
mortgage loan documents.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as Servicer
escrow accounts): (A) such funds are analyzed, in
accordance with the obligor's mortgage loan documents, on
at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage
loan documents and state laws; and (C) such funds are
returned to the obligor within 30 calendar days of full
repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or Servicer
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such support
has been received by the servicer at least 30 calendar days
prior to these dates, or such other number of days specified in
the transaction agreements.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment Servicer
to be made on behalf of an obligor are paid from the
servicer's funds and not charged to the obligor, unless the
late payment was due to the obligor's error or omission.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted Servicer
within two business days to the obligor's records maintained
by the servicer, or such other number of days specified in the
transaction agreements.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are Servicer and Trustee
recognized and recorded in accordance with the transaction
agreements.
--------------------------------------------------------------------------------------------------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in Servicer and Trustee
Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
--------------------------------------------------------------------------------------------------------------
P-4
EXHIBIT Q
Additional Form 10-D Disclosure
-----------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-D DISCLOSURE
-----------------------------------------------------------------------------------------------------------
Item on Form 10-D Party Responsible
-----------------------------------------------------------------------------------------------------------
Item 1: Distribution and Pool
Performance Information Servicer
Trustee
Any information required by 1121 which is NOT Depositor
included on the Monthly Statement
-----------------------------------------------------------------------------------------------------------
Item 2: Legal Proceedings
Any legal proceeding pending against the
following entities or their respective property,
that is material to Certificateholders, including
any proceedings known to be contemplated
by governmental authorities:
-----------------------------------------------------------------------------------------------------------
o Issuing Entity (Trust Fund) Trustee, Servicer and Depositor
-----------------------------------------------------------------------------------------------------------
o Sponsor (Seller) Seller (if a party to the Pooling and Servicing
Agreement) or Depositor
-----------------------------------------------------------------------------------------------------------
o Depositor Depositor
-----------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------
o Custodian Custodian
-----------------------------------------------------------------------------------------------------------
o 1110(b) Originator Depositor
-----------------------------------------------------------------------------------------------------------
o Any 1108(a)(2) Servicer (other than the Servicer
Servicer or Trustee)
-----------------------------------------------------------------------------------------------------------
o Any other party contemplated by 1100(d)(1) Depositor
-----------------------------------------------------------------------------------------------------------
Item 3: Sale of Securities and Use of Depositor
Proceeds
Information from Item 2(a) of Part II of
Form 10-Q:
With respect to any sale of securities by the
sponsor, depositor or issuing entity, that are
backed by the same asset pool or are otherwise
issued by the issuing entity, whether or not
registered, provide the sales and use of proceeds
information in Item 701 of Regulation S-K.
Pricing information can be omitted if securities
were not registered.
-----------------------------------------------------------------------------------------------------------
Item 4: Defaults Upon Senior Securities Trustee
Information from Item 3 of Part II of Form 10-Q:
Report the occurrence of any Event of Default
(after expiration of any grace period and
provision of any required notice)
-----------------------------------------------------------------------------------------------------------
Q-1
-----------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-D DISCLOSURE
-----------------------------------------------------------------------------------------------------------
Item on Form 10-D Party Responsible
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Item 5: Submission of Matters to a Vote Trustee
of Security Holders
Information from Item 4 of Part II of Form 10-Q
-----------------------------------------------------------------------------------------------------------
Item 6: Significant Obligors of Pool Depositor
Assets
Item 1112(b) - Significant Obligor Financial
Information*
-----------------------------------------------------------------------------------------------------------
*This information need only be reported on the
Form 10-D for the distribution period in which
updated information is required pursuant to the
Item.
-----------------------------------------------------------------------------------------------------------
Item 7: Significant Enhancement
Provider Information
Item 1114(b)(2) - Credit Enhancement Provider
Financial Information*
-----------------------------------------------------------------------------------------------------------
o Determining applicable disclosure threshold Trustee
-----------------------------------------------------------------------------------------------------------
o Requesting required financial information or Trustee
effecting incorporation by reference
-----------------------------------------------------------------------------------------------------------
Item 1115(b) - Derivative Counterparty
Financial Information*
-----------------------------------------------------------------------------------------------------------
o Determining current maximum probable Depositor
eSPOsure
-----------------------------------------------------------------------------------------------------------
o Determining current significance percentage Trustee
-----------------------------------------------------------------------------------------------------------
o Requesting required financial information or Trustee
effecting incorporation by reference
-----------------------------------------------------------------------------------------------------------
*This information need only be reported on the
Form 10-D for the distribution period in which
updated information is required pursuant to the
Items.
-----------------------------------------------------------------------------------------------------------
Item 8: Other Information Any party responsible for the applicable
Form 8-K Disclosure item
Disclose any information required to be reported
on Form 8-K during the period covered by the
Form 10-D but not reported
-----------------------------------------------------------------------------------------------------------
Item 9: Exhibits
-----------------------------------------------------------------------------------------------------------
Monthly Statement to Certificateholders Trustee
-----------------------------------------------------------------------------------------------------------
Exhibits required by Item 601 of Regulation S-K, Depositor
such as material agreements
-----------------------------------------------------------------------------------------------------------
Q-2
EXHIBIT R
Additional Form 10-K Disclosure
-----------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-K DISCLOSURE
-----------------------------------------------------------------------------------------------------------
Item on Form 10-K Party Responsible
-----------------------------------------------------------------------------------------------------------
Item 9B: Other Information Any party responsible for disclosure items
Disclose any information required to be reported on Form 8-K
on Form 8-K during the fourth quarter covered
by the Form 10-K but not reported
-----------------------------------------------------------------------------------------------------------
Item 15: Exhibits, Financial Statement Trustee
Schedules Depositor
-----------------------------------------------------------------------------------------------------------
Reg AB Item 1112(b): Significant
Obligors of Pool Assets
-----------------------------------------------------------------------------------------------------------
Significant Obligor Financial Information* Depositor
-----------------------------------------------------------------------------------------------------------
*This information need only be reported on the
Form 10-D for the distribution period in which
updated information is required pursuant to the
Item.
-----------------------------------------------------------------------------------------------------------
Reg AB Item 1114(b)(2): Credit
Enhancement Provider Financial
Information
-----------------------------------------------------------------------------------------------------------
o Determining applicable disclosure threshold Trustee
-----------------------------------------------------------------------------------------------------------
o Requesting required financial information or Trustee
effecting incorporation by reference
-----------------------------------------------------------------------------------------------------------
o This information need only be reported on the
Form 10-D for the distribution period in which
updated information is required pursuant to the
Items.
-----------------------------------------------------------------------------------------------------------
Reg AB Item 1115(b): Derivative
Counterparty Financial Information
-----------------------------------------------------------------------------------------------------------
o Determining current maximum probable Depositor
eSPOsure
-----------------------------------------------------------------------------------------------------------
o Determining current significance percentage Trustee
-----------------------------------------------------------------------------------------------------------
o Requesting required financial information or Trustee
effecting incorporation by reference
-----------------------------------------------------------------------------------------------------------
*This information need only be reported on the
Form 10-D for the distribution period in which
updated information is required pursuant to the
Items.
-----------------------------------------------------------------------------------------------------------
Reg AB Item 1117: Legal Proceedings
Any legal proceeding pending against the
following entities or their respective property,
that is material to Certificateholders, including
any proceedings known to be contemplated by
governmental authorities:
-----------------------------------------------------------------------------------------------------------
o Issuing Entity (Trust Fund) Trustee, Servicer and Depositor
-----------------------------------------------------------------------------------------------------------
o Sponsor (Seller) Seller (if a party to the Pooling and Servicing
Agreement) or Depositor
-----------------------------------------------------------------------------------------------------------
R-1
-----------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-K DISCLOSURE
-----------------------------------------------------------------------------------------------------------
Item on Form 10-K Party Responsible
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
o Depositor Depositor
-----------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------
o Custodian Custodian
-----------------------------------------------------------------------------------------------------------
o 1110(b) Originator Depositor
-----------------------------------------------------------------------------------------------------------
o Any 1108(a)(2) Servicer (other than the Servicer
Servicer or Trustee)
-----------------------------------------------------------------------------------------------------------
o Any other party contemplated by 1100(d)(1) Depositor
---------------------------------------------------------------------------- ------------------------------
Reg AB Item 1119: Affiliations and
Relationships
---------------------------------------------------------------------------- ------------------------------
Whether (a) the Sponsor (Seller), Depositor or Depositor as to (a)
Issuing Entity is an affiliate of the following Sponsor/Seller as to (a)
parties, and (b) to the extent known and material,
any of the following parties are affiliated with
one another:
-----------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer Servicer
-----------------------------------------------------------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
Whether there are any "outside the ordinary Depositor as to (a)
course business arrangements" other than would Sponsor/Seller as to (a)
be obtained in an arm's length transaction
between (a) the Sponsor (Seller), Depositor or
Issuing Entity on the one hand, and (b) any of the
following parties (or their affiliates) on the other
hand, that exist currently or within the past two
years and that are material to a
Certificateholder's understanding of the
Certificates:
-----------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer Servicer
-----------------------------------------------------------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
Whether there are any specific relationships Depositor as to (a)
involving the transaction or the pool assets Sponsor/Seller as to (a)
between (a) the Sponsor (Seller), Depositor or
-----------------------------------------------------------------------------------------------------------
R-2
-----------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-K DISCLOSURE
-----------------------------------------------------------------------------------------------------------
Item on Form 10-K Party Responsible
-----------------------------------------------------------------------------------------------------------
Issuing Entity on the one hand, and (b) any of the
following parties (or their affiliates) on the other
hand, that exist currently or within the past two
years and that are material:
-----------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer Servicer
-----------------------------------------------------------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
-----------------------------------------------------------------------------------------------------------
R-3
EXHIBIT S
Form 8-K Disclosure Information
-----------------------------------------------------------------------------------------------------------
FORM 8-K DISCLOSURE INFORMATION
-----------------------------------------------------------------------------------------------------------
Item on Form 8-K Party Responsible
-----------------------------------------------------------------------------------------------------------
Item 1.01- Entry into a Material Definitive All parties, but only to
Agreement the extent they are a party
Disclosure is required regarding entry into or
amendment of any definitive agreement that is
material to the securitization, even if depositor is
not a party.
Examples: servicing agreement, custodial
agreement.
Note: disclosure not required as to definitive
agreements that are fully disclosed in the
prospectus
-----------------------------------------------------------------------------------------------------------
Item 1.02- Termination of a Material All parties, but only to
Definitive Agreement the extent they are a party
Disclosure is required regarding termination of
any definitive agreement that is material to the
securitization (other than expiration in
accordance with its terms), even if depositor is
not a party.
Examples: servicing agreement, custodial
agreement.
-----------------------------------------------------------------------------------------------------------
Item 1.03- Bankruptcy or Receivership Depositor
Disclosure is required regarding the bankruptcy
or receivership, with respect to any of the
following:
-----------------------------------------------------------------------------------------------------------
o Sponsor (Seller) Depositor/Sponsor (Seller)
-----------------------------------------------------------------------------------------------------------
o Depositor Depositor
-----------------------------------------------------------------------------------------------------------
o Servicer Servicer
-----------------------------------------------------------------------------------------------------------
o Affiliated Servicer Servicer
-----------------------------------------------------------------------------------------------------------
o Other Servicer servicing 20% or more of the Servicer
pool assets at the time of the report
-----------------------------------------------------------------------------------------------------------
o Other material servicers Servicer
-----------------------------------------------------------------------------------------------------------
o Trustee Trustee
-----------------------------------------------------------------------------------------------------------
o Significant Obligor Depositor
-----------------------------------------------------------------------------------------------------------
o Credit Enhancer (10% or more) Depositor
-----------------------------------------------------------------------------------------------------------
o Derivative Counterparty Depositor
-----------------------------------------------------------------------------------------------------------
o Custodian Custodian
-----------------------------------------------------------------------------------------------------------
S-1
-----------------------------------------------------------------------------------------------------------
FORM 8-K DISCLOSURE INFORMATION
-----------------------------------------------------------------------------------------------------------
Item on Form 8-K Party Responsible
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Item 2.04- Triggering Events that Depositor
Accelerate or Increase a Direct Financial Servicer
Obligation or an Obligation under an Off- Trustee
Balance Sheet Arrangement
Includes an early amortization, performance
trigger or other event, including event of default,
that would materially alter the payment
priority/distribution of cash flows/amortization
schedule.
Disclosure will be made of events other than
waterfall triggers which are disclosed in the
monthly statements to the certificateholders.
-----------------------------------------------------------------------------------------------------------
Item 3.03- Material Modification to Rights Trustee
of Security Holders Depositor
(with respect to each, only to
Disclosure is required of any material the extent they are a party)
modification to documents defining the rights of
Certificateholders, including the Pooling and
Servicing Agreement.
-----------------------------------------------------------------------------------------------------------
Item 5.03- Amendments of Articles of Depositor
Incorporation or Bylaws; Change of Fiscal
Year
Disclosure is required of any amendment "to the
governing documents of the issuing entity".
-----------------------------------------------------------------------------------------------------------
Item 6.01- ABS Informational and Depositor
Computational Material
-----------------------------------------------------------------------------------------------------------
Item 6.02- Change of Servicer or Trustee Servicer/Trustee/Depositor
Requires disclosure of any removal, replacement,
substitution or addition of any Servicer, affiliated
servicer, other servicer servicing 10% or more
of pool assets at time of report, other material
servicers or trustee.
-----------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new Servicer is Servicer
also required.
-----------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new Trustee is also Trustee
required.
-----------------------------------------------------------------------------------------------------------
Item 6.03- Change in Credit Enhancement
or External Support
Depositor/Trustee Covers termination of any enhancement in
manner other than by its terms, the addition of an
enhancement, or a material change in the
enhancement provided. Applies to external
credit enhancements as well as derivatives.
-----------------------------------------------------------------------------------------------------------
S-2
-----------------------------------------------------------------------------------------------------------
FORM 8-K DISCLOSURE INFORMATION
-----------------------------------------------------------------------------------------------------------
Item on Form 8-K Party Responsible
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new enhancement Depositor
provider is also required.
-----------------------------------------------------------------------------------------------------------
Item 6.04- Failure to Make a Required Trustee
Distribution
-----------------------------------------------------------------------------------------------------------
Item 6.05- Securities Act Updating Depositor
Disclosure
If any material pool characteristic differs by 5%
or more at the time of issuance of the securities
from the description in the final prospectus,
provide updated Reg AB disclosure about the
actual asset pool.
-----------------------------------------------------------------------------------------------------------
If there are any new servicers or originators Depositor
required to be disclosed under Regulation AB as
a result of the foregoing, provide the information
called for in Items 1108 and 1110 respectively.
-----------------------------------------------------------------------------------------------------------
Item 7.01- Reg FD Disclosure Depositor
-----------------------------------------------------------------------------------------------------------
Item 8.01- Other Events Depositor
Any event, with respect to which information is
not otherwise called for in Form 8-K, that the
registrant deems of importance to
certificateholders.
-----------------------------------------------------------------------------------------------------------
Item 9.01- Financial Statements and Responsible party for reporting/disclosing the
Exhibits financial statement or exhibit
-----------------------------------------------------------------------------------------------------------
S-3
EXHIBIT T
Form of Back-up Certification
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2007-5
The [________] hereby certifies to the Depositor, and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the fiscal year
[____] (the "Annual Report"), and all reports on Form 10-D required to be filed
in respect of period covered by the Annual Report (collectively with the Annual
Report, the "Reports"), of the Trust;
2. To my knowledge, (a) the Reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by the
Annual Report, and (b) the [___________]'s assessment of compliance and related
attestation report referred to below, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by such
assessment of compliance and attestation report;
3. To my knowledge, the distribution information required to be provided by
the [__________] under the Pooling and Servicing Agreement for inclusion in the
Reports is included in the Reports;
4. I am responsible for reviewing the activities performed by the
[_________] under the Pooling and Servicing Agreement, and based on my knowledge
and the compliance review conducted in preparing the compliance statement of the
[_________] required by the Pooling and Servicing Agreement, and except as
disclosed in the Reports, the [_________] has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and
5. The report on assessment of compliance with servicing criteria
applicable to the [_________] for asset-backed securities of the [_________] and
each Subcontractor utilized by the [_________] and related attestation report on
assessment of compliance with servicing criteria applicable to it required to be
included in the Annual Report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit to the
Annual Report. Any material instances of non-compliance are described in such
report and have been disclosed in the Annual Report.
In giving the certifications above, the [_________] has reasonably relied
on information provided to it by the following unaffiliated parties: [names of
servicer(s), subservicer, depositor, trustee, custodian(s)]
T-1
Date: _____________
[______________________]
as [_______________]
By:_____________________________
Name:________________________
Title:_______________________
T-2
EXHIBIT U
Form of Additional Disclosure Notification
**SEND VIA FAX TO 000-000-0000 AND VIA EMAIL TO
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx AND VIA OVERNIGHT MAIL TO THE
ADDRESSES IMMEDIATELY BELOW**
Xxxxx Fargo Bank, N.A., as Trustee
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Client Manager- BAFC 2007-5--SEC REPORT PROCESSING
with a copy to:
Banc of America Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: General Counsel and Chief Financial Officer
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Section [ ] of the Pooling and Servicing Agreement, dated as
of [ ][ ], 2006, among [ ], as [ ], [ ], as [ ], [ ], as [ ] and [ ], as [ ].
the undersigned, as [ ], hereby notifies you that certain events have come to
our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
-----------------------------------------------------------
U-1
List of any Attachments hereto to be included in the Additional Form
--------------------------------------------------------------------------------
[10-D][10-K][8-K] Disclosure:
-----------------------------
Any inquiries related to this notification should be directed to [ ], phone
number: [ ]; email address: [ ].
[NAME OF PARTY],
as [role]
By: __________________________________
Name:
Title:
U-2
EXHIBIT V-1
Interest Rate Cap Agreement 1
[Included as Exhibit 10.1 to the Current Report on Form 8-K
pursuant to which this Pooling and Servicing Agreement is filed.]
V-1-1
EXHIBIT V-2
Interest Rate Cap Agreement 2
[Included as Exhibit 10.2 to the Current Report on Form 8-K
pursuant to which this Pooling and Servicing Agreement is filed.]
V-2-1
EXHIBIT W
Form of Transferor Certificate Regarding Transfer of Residual Certificate
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Corporate Trust Services - BAFC 0000-0
Xxxx xx Xxxxxxx Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: BAFC Mortgage Pass-Through Certificates, Series 2007-5
Ladies and Gentlemen:
In connection with our disposition of the BAFC Mortgage Pass-Through
Certificates, Series 2007-5, Class 1-A-R Certificate (the "Residual
Certificate"), we certify that we have no knowledge that the transferee is not a
Permitted Transferee and we have no reason to believe that the statements made
in the transferee's Affidavit Regarding Transfer of Residual Certificate are
false.
Very truly yours,
[_____________________]
W-1
EXHIBIT X
AVAILABLE COMBINATIONS
--------------------------------------------------------------------------------------------------------
Exchangeable REMIC Certificates Exchangeable Certificates
--------------------------------------------------------------------------------------------------------
REMIC Exchangeable
Combination 1 Combination 1
--------------------------------------------------------------------------------------------------------
7-A-1 $37,718,200 059523 AX 8 7-A-4 $43,521,000 059523 AZ 3
--------------------------------------------------------------------------------------------------------
7-A-2 $5,802,800 059523 AY 6
--------------------------------------------------------------------------------------------------------
REMIC Exchangeable
Combination 2 Combination 2
--------------------------------------------------------------------------------------------------------
7-A-3 $2,954,000 059523 AZ 3 7-A-5 $46,475,000 059523 BB 5
--------------------------------------------------------------------------------------------------------
7-A-1 $37,718,200 059523 AX 8
--------------------------------------------------------------------------------------------------------
7-A-2 $5,802,800 059523 AY 6
--------------------------------------------------------------------------------------------------------
REMIC Exchangeable
Combination 3 Combination 3
--------------------------------------------------------------------------------------------------------
C-A-3 $6,072,000 059523 BG 4 C-A-10 $8,010,000 059523 BP 4
--------------------------------------------------------------------------------------------------------
C-A-6 $1,938,000 059523 BK 5
--------------------------------------------------------------------------------------------------------
REMIC Exchangeable
Combination 4 Combination 4
--------------------------------------------------------------------------------------------------------
C-A-3 $6,072,000 059523 BG 4 C-A-12 $8,123,000 059523 BR 0
--------------------------------------------------------------------------------------------------------
C-A-6 $1,938,000 059523 BK 5
--------------------------------------------------------------------------------------------------------
C-A-7 $113,000 059523 BL 3
--------------------------------------------------------------------------------------------------------
REMIC Exchangeable
Combination 5 Combination 5
--------------------------------------------------------------------------------------------------------
C-A-2 $1,496,000 059523 BF 6 C-A-14 $9,619,000 059523 BT 6
--------------------------------------------------------------------------------------------------------
C-A-3 $6,072,000 059523 BG 4
--------------------------------------------------------------------------------------------------------
C-A-6 $1,938,000 059523 BK 5
--------------------------------------------------------------------------------------------------------
C-A-7 $113,000 059523 BL 3
--------------------------------------------------------------------------------------------------------
REMIC Exchangeable
Combination 6 Combination 6
--------------------------------------------------------------------------------------------------------
2-A-2 $4,055,000 059523 AF 7 C-A-15 $13,674,000 059523 BU 3
--------------------------------------------------------------------------------------------------------
C-A-2 $1,496,000 059523 BF 6
--------------------------------------------------------------------------------------------------------
C-A-3 $6,072,000 059523 BG 4
--------------------------------------------------------------------------------------------------------
C-A-6 $1,938,000 059523 BK 5
--------------------------------------------------------------------------------------------------------
C-A-7 $113,000 059523 BL 3
--------------------------------------------------------------------------------------------------------
REMIC Exchangeable
Combination 7 Combination 7
--------------------------------------------------------------------------------------------------------
4-A-1 $200,157,000 059523 AL 4 4-A-5 $200,157,000 059523 AQ 3
--------------------------------------------------------------------------------------------------------
4-A-2 $200,157,000 059523 AM 2
--------------------------------------------------------------------------------------------------------
REMIC Exchangeable
Combination 8 Combination 8
--------------------------------------------------------------------------------------------------------
C-A-5 $1,865,000 059523 BJ 8 C-A-11 $23,891,000 059523 BQ 2
--------------------------------------------------------------------------------------------------------
C-A-4 $22,026,000 059523 BH 2
--------------------------------------------------------------------------------------------------------
REMIC Exchangeable
Combination 9 Combination 9
--------------------------------------------------------------------------------------------------------
2-A-2 $4,055,000 059523 AF 7 C-A-13 $12,178,000 059523 BS 8
--------------------------------------------------------------------------------------------------------
C-A-3 $6,072,000 059523 BG 4
--------------------------------------------------------------------------------------------------------
C-A-6 $1,938,000 059523 BK 5
--------------------------------------------------------------------------------------------------------
C-A-7 $113,000 059523 BL 3
--------------------------------------------------------------------------------------------------------
X-1
EXHIBIT Y
FORM OF REQUEST FOR EXCHANGE OF EXCHANGEABLE REMIC
CERTIFICATES OR EXCHANGEABLE CERTIFICATES
___, 20__
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Corporate Trust Services - BAFC 2007-5
Re: Banc of America Funding Corporation,
Mortgage Pass-Through Certificates, Series 2007-5
-------------------------------------------------
Ladies and Gentlemen:
Pursuant to the terms of that certain Pooling and Servicing Agreement,
dated June 29, 2007 (the "Pooling and Servicing Agreement"), among Banc of
America Funding Corporation, as the depositor (the "Depositor"), Bank of
America, National Association, as servicer (the "Servicer"), Xxxxx Fargo Bank,
N.A., as trustee (the "Trustee"), and U.S. Bank National Association, as
custodian (the "Custodian"), we hereby present and surrender the [Exchangeable
REMIC Certificates] [Exchangeable Certificates] specified on Schedule I attached
hereto (the ["Exchangeable REMIC Certificates"] ["Exchangeable Certificates"])
and transfer, assign, set over and otherwise convey to the Trustee, all of our
right, title and interest in and to the [Exchangeable REMIC Certificates]
[Exchangeable Certificates], including all payments of interest thereon received
after [______], 20[__], in exchange for the [Exchangeable Certificates]
[Exchangeable REMIC Certificates] specified on Schedule I attached hereto (the
["Exchangeable Certificates"] ["Exchangeable REMIC Certificates"]).
We agree that upon such exchange the portions of the [Exchangeable REMIC
Certificates] [Exchangeable Certificates] designated for exchange shall be
deemed cancelled and replaced by the [Exchangeable Certificates] [Exchangeable
REMIC Certificates] issued in exchange therefor. We confirm that we have paid a
fee of $5,000 to the Trustee in connection with such exchange.
Sincerely,
By: ____________________________
Name:
Title:
Y-1
Acknowledged by:
XXXXX FARGO BANK, N.A.,
as Trustee
By: ____________________________
Name:
Title:
Y-2
