EXHIBIT 4
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XXXX XX XXXXXXX FUNDING CORPORATION,
as Depositor,
XXXXX FARGO BANK, N.A.,
as Master Servicer and Securities Administrator,
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated August 30, 2005
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Mortgage Pass-Through Certificates
Series 2005-F
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TABLE OF CONTENTS
Page
PRELIMINARY STATEMENT......................................................
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms................................................
Section 1.02 Calculations.................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.................................
Section 2.02 Acceptance by the Trustee of the Mortgage Loans..............
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer....................................................
Section 2.04 Representations and Warranties of the Depositor as to the
Mortgage Loans..............................................
Section 2.05 Designation of Interests in the REMICs.......................
Section 2.06 Designation of Start-up Day..................................
Section 2.07 REMIC Certificate Maturity Date..............................
Section 2.08 Execution and Delivery of Certificates.......................
ARTICLE III
ADMINISTRATION AND MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage Loans.......................
Section 3.02 Monitoring of Servicers......................................
Section 3.03 Fidelity Bond; Errors and Omissions Insurance................
Section 3.04 Access to Certain Documentation..............................
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims.....
Section 3.06 Rights of the Depositor, the Securities Administrator and
the Trustee in Respect of the Master Servicer...............
Section 3.07 Trustee to Act as Master Servicer............................
Section 3.08 Servicer Custodial Accounts and Escrow Accounts..............
Section 3.09 Collection of Mortgage Loan Payments; Master Servicer
Custodial Account; Distribution Account and Reserve Funds...
Section 3.10 Access to Certain Documentation and Information Regarding
the Mortgage Loans..........................................
Section 3.11 Permitted Withdrawals from the Distribution Account and
the Master Servicer Custodial Account.......................
Section 3.12 Maintenance of Hazard Insurance and Other Insurance..........
Section 3.13 Presentment of Claims and Collection of Proceeds.............
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption Agreements....
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO Property......
Section 3.16 Trustee to Cooperate; Release of Mortgage Files..............
Section 3.17 Documents, Records and Funds in Possession of the Master
Servicer to be Held for the Trustee.........................
Section 3.18 Securities Administrator Compensation, Master Servicer
Compensation and Servicer Compensation......................
Section 3.19 Annual Statement as to Compliance............................
Section 3.20 Annual Independent Public Accountants' Servicing
Statement; Financial Statements.............................
Section 3.21 Advances.....................................................
Section 3.22 Reports to the Securities and Exchange Commission............
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master Servicer's Certificate................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions................................................
Section 5.02 Priorities of Distributions..................................
Section 5.03 Allocation of Losses; Allocation of Net Deferred Interest....
Section 5.04 Statements to Certificateholders.............................
Section 5.05 Tax Returns and Reports to Certificateholders................
Section 5.06 Tax Matters Person...........................................
Section 5.07 Rights of the Tax Matters Person in Respect of the
Securities Administrator....................................
Section 5.08 REMIC Related Covenants......................................
Section 5.09 Determination of LIBOR.......................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates.............................................
Section 6.02 Registration of Transfer and Exchange of Certificates........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 6.04 Persons Deemed Owners........................................
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Master
Servicer....................................................
Section 7.02 Merger or Consolidation of the Depositor or the Master
Servicer....................................................
Section 7.03 Limitation on Liability of the Depositor, the Master
Servicer and Others.........................................
Section 7.04 Depositor and Master Servicer Not to Resign..................
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default............................................
Section 8.02 Remedies of Trustee..........................................
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.....................................
Section 8.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default.......................................
Section 8.05 Trustee to Act; Appointment of Successor.....................
Section 8.06 Notification to Certificateholders...........................
ARTICLE IX
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities Administrator...............
Section 9.02 Certain Matters Affecting the Trustee and the Securities
Administrator...............................................
Section 9.03 Neither Trustee nor Securities Administrator Liable for
Certificates or Mortgage Loans..............................
Section 9.04 Trustee and Securities Administrator May Own Certificates....
Section 9.05 Eligibility Requirements for Trustee and the Securities
Administrator...............................................
Section 9.06 Resignation and Removal of Trustee and the Securities
Administrator...............................................
Section 9.07 Successor Trustee or Securities Administrator................
Section 9.08 Merger or Consolidation of Trustee or Securities
Administrator...............................................
Section 9.09 Appointment of Co-Trustee or Separate Trustee................
Section 9.10 Authenticating Agents........................................
Section 9.11 Securities Administrator's Fees and Expenses and
Trustee's Fees and Expenses.................................
Section 9.12 Appointment of Custodian.....................................
Section 9.13 Paying Agents................................................
Section 9.14 Limitation of Liability......................................
Section 9.15 Trustee or Securities Administrator May Enforce Claims
Without Possession of Certificates..........................
Section 9.16 Suits for Enforcement........................................
Section 9.17 Waiver of Bond Requirement...................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase or Liquidation of All Mortgage
Loans.......................................................
Section 10.02 Additional Termination Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement; Counterparts.......................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Certificates Nonassessable and Fully Paid....................
Section 11.08 Access to List of Certificateholders.........................
Section 11.09 Recharacterization...........................................
EXHIBITS
Exhibit A-1-A-1 Form of Face of Class 1-A-1 Certificate
Exhibit A-1-A-2 Form of Face of Class 1-A-2 Certificate
Exhibit A-1-A-3 Form of Face of Class 1-A-3 Certificate
Exhibit A-1-A-R Form of Face of Class 1-A-R Certificate
Exhibit A-1-X Form of Face of Class 1-X Certificate
Exhibit A-2-A-1 Form of Face of Class 2-A-1 Certificate
Exhibit A-2-A-2 Form of Face of Class 2-A-2 Certificate
Exhibit A-2-X Form of Face of Class 2-X Certificate
Exhibit A-3-A-1 Form of Face of Class 3-A-1 Certificate
Exhibit A-3-A-2 Form of Face of Class 3-A-2 Certificate
Exhibit A-4-A-1 Form of Face of Class 4-A-1 Certificate
Exhibit A-4-A-2 Form of Face of Class 4-A-2 Certificate
Exhibit A-5-A-1 Form of Face of Class 5-A-1 Certificate
Exhibit A-5-A-2 Form of Face of Class 5-A-2 Certificate
Exhibit A-6-A-1 Form of Face of Class 6-A-1 Certificate
Exhibit A-6-A-2 Form of Face of Class 6-A-2 Certificate
Exhibit B-1-B-X Form of Face of Class 1-B-X Certificate
Exhibit B-1-B-1 Form of Face of Class 1-B-1 Certificate
Exhibit B-1-B-2 Form of Face of Class 1-B-2 Certificate
Exhibit B-1-B-3 Form of Face of Class 1-B-3 Certificate
Exhibit B-1-B-2 Form of Face of Class 1-B-4 Certificate
Exhibit B-1-B-5 Form of Face of Class 1-B-5 Certificate
Exhibit B-1-B-6 Form of Face of Class 1-B-6 Certificate
Exhibit B-CB-1 Form of Face of Class CB-1 Certificate
Exhibit B-CB-2 Form of Face of Class CB-2 Certificate
Exhibit B-CB-3 Form of Face of Class CB-3 Certificate
Exhibit B-CB-4 Form of Face of Class CB-4 Certificate
Exhibit B-CB-5 Form of Face of Class CB-5 Certificate
Exhibit B-CB-6 Form of Face of Class CB-6 Certificate
Exhibit 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 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 [Reserved]............................................
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 Certification.................................
Exhibit P Form of Securities Administrator's Certification......
Exhibit Q Form of Yield Maintenance Agreements..................
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated August 30, 2005, is
hereby executed by and among BANC OF AMERICA FUNDING CORPORATION, as depositor
(together with its permitted successors and assigns, the "Depositor"), XXXXX
FARGO BANK, N.A., as master servicer (together with its permitted successors and
assigns, in such capacity, the "Master Servicer") and as securities
administrator (together with its permitted successors and assigns, in such
capacity, the "Securities Administrator"), and WACHOVIA BANK, NATIONAL
ASSOCIATION, as trustee (together with its permitted successors and assigns, the
"Trustee").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Securities Administrator and the Trustee
agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. The Trust Estate for federal
income tax purposes shall be treated as four real estate mortgage investment
conduits (the "Upper-Tier REMIC," the "Middle-Tier REMIC," the "1-B Lower-Tier
REMIC" and the "CB Lower-Tier REMIC," respectively, and each a "REMIC"). The
Uncertificated 1-B Lower-Tier Interest shall constitute the "regular interest"
and the Class LR-1-B Interest shall be the "residual interest" in the 1-B
Lower-Tier REMIC. The Uncertificated CB Lower-Tier Interests shall constitute
the "regular interests" and the Class XX-XX Interest shall be the "residual
interest" in the CB Lower-Tier REMIC. The Uncertificated Lower-Tier Interests
shall constitute the assets of the Middle-Tier REMIC. The Uncertificated
Middle-Tier Interests shall constitute the "regular interests" and the Class MR
Interest shall be the "residual interest" in the Middle-Tier REMIC. The
Uncertificated Middle-Tier Interests shall constitute the assets of the
Upper-Tier REMIC. The Certificates (exclusive of the right of certain of such
Certificates to receive Cap Carryover Amounts and other than the Class 1-A-R
Certificate) are referred to collectively as the "Regular Certificates" and
shall constitute "regular interests" and the Class UR Interest shall be the
"residual interest" in the Upper-Tier REMIC. The Class 1-A-R Certificate shall
represent ownership of the Class LR-1-B Interest, the Class XX-XX Interest, the
Class MR Interest and the Class UR Interest. The Certificates, the
Uncertificated 1-B Lower-Tier Interest, the Uncertificated CB Lower-Tier
Interests and the Uncertificated Middle-Tier Interests will represent the entire
beneficial ownership interest in the Trust. The "latest possible maturity date"
for federal income tax purposes of all interests created hereby shall be the
REMIC Certificate Maturity Date. The portion of the Trust Estate consisting of
the Reserve Funds, the Yield Maintenance Agreements and the right of the Class
1-A-1, Class 1-A-2, Class 1-A-3, Class 1-B-1, Class 1-B-2 and Class 1-B-3
Certificates to receive amounts from the applicable Reserve Fund shall not be
assets of any REMIC created hereunder, but rather shall be assets of the Grantor
Trust.
The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which the Classes of Certificates shall be issuable:
Initial Class
Certificate Integral
Balance or Pass-Through Minimum Multiples in
Classes Notional Amount Rate Denomination Excess of Minimum
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Class 1-A-1 $144,102,000.00 (1) $1,000 $1
Class 1-A-2 $48,034,000.00 (1) $1,000 $1
Class 1-A-3 $21,856,000.00 (1) $1,000 $1
Class 1-A-R $100.00 (2) $100 N/A
Class 1-X (3) (3) $1,000,000 $1
Class 2-A-1 $176,762,000.00 (4) $1,000 $1
Class 2-A-2 $12,052,000.00 (4) $1,000 $1
Class 2-X $188,814,000.00 (5) $1,000,000 $1
Class 3-A-1 $95,625,000.00 (6) $1,000 $1
Class 3-A-2 $8,292,000.00 (6) $1,000 $1
Class 4-A-1 $318,581,000.00 (7) $1,000 $1
Class 4-A-2 $46,622,000.00 (7) $1,000 $1
Class 5-A-1 $29,108,000.00 (8) $1,000 $1
Class 5-A-2 $4,260,000.00 (8) $1,000 $1
Class 6-A-1 $51,542,000.00 (9) $1,000 $1
Class 6-A-2 $3,514,000.00 (9) $1,000 $1
Class 1-B-X (3) (3) $1,000,000 $1
Class 1-B-1 $8,766,000.00 (10) $25,000 $1
Class 1-B-2 $6,124,000.00 (10) $25,000 $1
Class 1-B-3 $3,603,000.00 (10) $25,000 $1
Class 1-B-4 $3,362,000.00 (2) $25,000 $1
Class 1-B-5 $2,522,000.00 (2) $25,000 $1
Class 1-B-6 $1,802,063.00 (2) $25,000 $1
Class CB-1 $24,614,000.00 (11) $25,000 $1
Class CB-2 $7,940,000.00 (11) $25,000 $1
Class CB-3 $4,764,000.00 (11) $25,000 $1
Class CB-4 $4,367,000.00 (11) $25,000 $1
Class CB-5 $3,573,000.00 (11) $25,000 $1
Class CB-6 $2,382,819.00 (11) $25,000 $1
Class 1-X-IO $213,992,000.00 (12) N/A N/A
Class 1-X-PI (13) (2) N/A N/A
Class 1-BX-IO $18,493,000.00 (14) N/A N/A
Class 1-BX-PI (15) (2) N/A N/A
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(1) For each Distribution Date occurring prior to and including the applicable
Termination Date, interest will accrue on the Class 1-A-1, Class 1-A-2 and Class
1-A-3 Certificates at a per annum rate equal to the lesser of (i) the sum of
LIBOR and 0.310%, 0.350% and 0.400%, respectively, and (ii) the Group 1 Cap. On
each Distribution Date following the applicable Termination Date, interest will
accrue on the Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates at a per
annum rate equal to the lesser of (i) the sum of LIBOR and 0.620%, 0.700% and
0.800%, respectively, and (ii) the Group 1 Cap.
(2) For each Distribution Date, interest will accrue on these Certificates and
Component at a per annum rate equal to the Net WAC for the Group 1 Mortgage
Loans.
(3) The Class 1-X and Class 1-B-X Certificates will each be deemed for purposes
of distributions of interest and principal to consist of two Components as
described in the table. The Components of a Class are not severable.
(4) For each Distribution Date occurring prior to and including June 2008,
interest will accrue on these Certificates at a per annum rate equal to the Net
WAC for the Group 2 Mortgage Loans minus 0.3585%. For each Distribution Date
occurring on and after July 2008, Interest will accrue on these Certificates at
a per annum rate equal to the Net WAC for the Group 2 Mortgage Loans.
(5) For each Distribution Date occurring prior to and including June 2008,
interest will accrue on these Certificates at a per annum rate equal to 0.3585%.
For each Distribution Date occurring on and after the Distribution Date in July
2008, the Pass-Through Rate on these Certificates shall be zero.
(6) For each Distribution Date, interest will accrue on these Certificates at a
per annum rate equal to the Net WAC for the Group 3 Mortgage Loans.
(7) For each Distribution Date, interest will accrue on these Certificates at a
per annum rate equal to the Net WAC for the Group 4 Mortgage Loans.
(8) For each Distribution Date, interest will accrue on these Certificates at a
per annum rate equal to the Net WAC for the Group 5 Mortgage Loans.
(9) For each Distribution Date, interest will accrue on these Certificates at a
per annum rate equal to the Net WAC for the Group 6 Mortgage Loans.
(10) For each Distribution Date occurring prior to and including the applicable
Termination Date, interest will accrue on the Class 1-B-1, Class 1-B-2 and Class
1-B-3 Certificates at a per annum rate equal to the lesser of (i) the sum of
LIBOR and 0.600%, 0.900% and 1.250%, respectively, and (ii) the Group 1 Cap. On
each Distribution Date following the applicable Termination Date, interest will
accrue on the Class 1-B-1, Class 1-B-2 and Class 1-B-3 Certificates at a per
annum rate equal to the lesser of (i) the sum of LIBOR and 0.900%, 1.350% and
1.875%, respectively, and (ii) the Group 1 Cap.
(11) Interest will accrue on these Certificates as of any Distribution Date at a
per annum rate equal to the weighted average (based on the Group Subordinate
Amount for each Loan Group) of the Net WAC for each of the Group 2, Group 3,
Group 4, Group 5 and Group 6 Mortgage Loans.
(12) For each Distribution Date, interest will accrue on the 1-X-IO Component at
a per annum rate equal to the excess, if any, of (i) the Net WAC for the Group 1
Mortgage Loans over (ii) the weighted average Pass-Through Rates of the Class
1-A-1, Class 1-A-2 and Class 1-A-3 Certificates (based on the Class Certificate
Balances of such Certificates prior to such Distribution Date) as of such
Distribution Date.
(13) The Class 1-X-PI Component will have an initial Component Balance of $0. On
each Distribution Date, the Component Balance of the Class 1-X-PI Component will
increase by the sum of the amounts of Net Deferred Interest allocated to the
Class 1-X-PI Component and the Class 1-X-IO Component.
(14) For each Distribution Date, interest will accrue on the 1-BX-IO Component
at a per annum rate equal to the excess, if any, of (i) the Net WAC for the
Group 1 Mortgage Loans over (ii) the weighted average Pass-Through Rates of the
Class 1-B-1, Class 1-B-2 and Class 1-B-3 Certificates (based on the Class
Certificate Balances of such Certificates prior to such Distribution Date) as of
such Distribution Date.
(15) The Class 1-BX-PI Component will have an initial Component Balance of $0.
On each Distribution Date, the Component Balance of the Class 1-BX-PI Component
will increase by the sum of the amounts of Net Deferred Interest allocated to
the Class 1-BX-PI Component and the Class 1-BX-IO Component.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
1-B Lower-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the Securities Administrator pursuant to
Section 3.09(g).
1-B Lower-Tier Distribution Amount: As defined in Section 5.02(a)
hereof.
1-B Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Group 1 Mortgage Loans, such amounts as shall be
held in the 1-B Lower-Tier Certificate Sub-Account, the insurance policies, if
any, relating to a Group 1 Mortgage Loan and property which secured a Group 1
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
1-B Uncertificated Lower-Tier Interest: The Class 1-L Interest.
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class (other than the Class 1-X and Class 1-B-X 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 Class 1-X Certificates, the
sum of the Accrued Component Interest for the Class 1-X-IO Component and the
Class 1-X-PI Component. For any Distribution Date and the Class 1-B-X
Certificates, the sum of the Accrued Component Interest for the Class 1-BX-IO
Component and the Class 1-BX-PI Component.
Accrued Component Interest: For any Distribution Date and each
Component, one month's interest accrued during the related Interest Accrual
Period at the applicable Pass-Through Rate on the applicable Component Balance
or Notional Amount.
Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-off Date Pool Principal Balance of the Mortgage Loans in such
Loan Group plus any Deferred Interest added thereto after the Cut-off Date minus
the sum of (i) all amounts in respect of principal received in respect of the
Mortgage Loans in such Loan Group (including, without limitation, amounts
received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (ii) the principal portion of all Realized Losses (other than Debt
Service Reductions) incurred on the Mortgage Loans in such Loan Group from the
Cut-off Date through the end of the month preceding such Distribution Date.
Administrative Fee Rate: With respect to each Mortgage Loan, the sum
of (i) the Servicing Fee Rate, (ii) the Master Servicing Fee Rate and (iii),
with respect to each Mortgage Loan covered by a LPMI Policy, the LPMI Policy Fee
Rate.
Advance: A Periodic Advance or a Servicing Advance.
Advance Date: As to any Distribution Date, the related Remittance
Date or the Business Day preceding the related Remittance Date.
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Appraised Value: With respect to any Mortgaged Property, either (i)
the lesser of (a) the appraised value determined in an appraisal obtained by the
originator at, or within twelve months of, origination of such Mortgage Loan or,
in certain cases, an automated valuation model or tax assessed value and (b) the
sales price for such property, except that, in the case of Mortgage Loans the
proceeds of which were used to refinance an existing mortgage loan, the
Appraised Value of the related Mortgaged Property is the appraised value thereof
determined in an appraisal obtained at the time of refinancing or, in certain
cases, an automated valuation model or tax assessed value, or (ii) the appraised
value determined in an appraisal made at the request of a Mortgagor subsequent
to origination in order to eliminate the Mortgagor's obligation to keep a
Primary Mortgage Insurance Policy in force.
Assignment of Mortgage: An individual assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
BAFC: Banc of America Funding Corporation.
BANA: Bank of America, National Association, a national banking
association, or its successor in interest.
BANA Servicing Agreement: The Servicing Agreement, dated August 30,
2005, by and between BAFC, as depositor, and BANA, as servicer.
Book-Entry Certificate: All Classes of Certificates other than the
Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of North Carolina, the State of
New York, the State of Minnesota, the State of Maryland, the states in which the
master servicing offices of the Master Servicer are located or the state or
states in which the Corporate Trust Offices of the Trustee and the Securities
Administrator are located are required or authorized by law or executive order
to be closed.
Calculated Principal Distribution: As defined in Section 5.03(d).
Cap Carryover Amount: As to (i) the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-B-1, Class 1-B-2 and Class 1-B-3 Certificates and any
Distribution Date, the excess, if any, of (a) Accrued Certificate Interest for
such Class on such Distribution Date (reduced by any Net Deferred Interest or
Net Interest Shortfalls) had its Pass-Through Rate not been limited by clause
(ii) of the definition of the Group 1 Cap, over (b) the actual amount such Class
is entitled to receive for such Distribution Date and the unpaid portion of such
excess from prior Distribution Dates and interest accrued thereon at the then
applicable Pass-Through Rate, without giving effect to clause (ii) of the
definition of the Group 1 Cap.
CB Lower-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the Securities Administrator pursuant to
Section 3.09(g).
CB Lower-Tier Distribution Amount: As defined in Section 5.02(a)
hereof.
CB Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Group 2, Group 3, Group 4, Group 5 and Group 6
Mortgage Loans, such amounts as shall be held in the CB Lower-Tier Certificate
Sub-Account, the insurance policies, if any, relating to a Group 2, Group 3,
Group 4, Group 5 or Group 6 Mortgage Loan and property which secured a Group 2,
Group 3, Group 4, Group 5 or Group 6 Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of foreclosure.
CB Subordinate Balance Ratio: As of any date of determination, the
ratio among the principal balances of the Class 2-LS Interest, Class 3-LS
Interest, Class 4-LS Interest, Class 5-LS Interest and Class 6-LS Interest,
equal to the ratio among the Group Subordinate Amount for Loan Group 2, the
Group Subordinate Amount for Loan Group 3, the Group Subordinate Amount for Loan
Group 4, the Group Subordinate Amount for Loan Group 5 and the Group Subordinate
Amount for Loan Group 6.
CB Uncertificated Lower-Tier Interest: Any of the Class 2-L
Interest, Class 2-LS Interest, Class 3-L Interest, Class 3-LS Interest, Class
4-L Interest, Class 4-LS Interest, Class 5-L Interest, Class 5-LS Interest,
Class 6-L Interest or Class 6-LS Interest.
Certificate: Any of the Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2005-F that are issued pursuant to this
Agreement.
Certificate Balance: With respect to any Certificate (other than a
Class 2-X 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. The Class 2-X Certificates have no Certificate Balance.
Certificate Custodian: Initially, Xxxxx Fargo Bank, N.A.; thereafter
any other Certificate Custodian acceptable to the Depository and selected by the
Securities Administrator.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to Section
6.02.
Certificate Registrar: The registrar appointed pursuant to Section
6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the Master Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Percentage Interest and Voting Rights
evidenced thereby shall not be taken into account in determining whether the
requisite amount of Percentage Interests or Voting Rights, as the case may be,
necessary to effect any such consent has been obtained, unless such entity is
the registered owner of the entire Class of Certificates, provided that the
Securities Administrator shall not be responsible for knowing that any
Certificate is registered in the name of an affiliate of the Depositor or the
Master Servicer unless one of its Responsible Officers has actual knowledge
thereof.
Certification: As defined in Section 3.22.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-R, Class 1-X, Class 2-A-1, Class 2-A-2, Class 2-X, Class 3-A-1,
Class 3-A-2, Class 4-A-1, Class 4-A-2, Class 5-A-1, Class 5-A-2, Class 6-A-1,
Class 6-A-2, Class 1-B-X, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4,
Class 1-B-5, Class 1-B-6, Class CB-1, Class CB-2, Class CB-3, Class CB-4, Class
CB-5 and Class CB-6 Certificates, as the case may be.
Class 1-A-1 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for Loan Group 1, the amount, if any,
by which the Class Certificate Balance of the Class 1-A-1 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section
5.03(b) to such Class, without regard to the operation of Section 5.03(e).
Class 1-A-1 Reserve Fund: The trust account created and maintained
by the Securities Administrator pursuant to Section 3.09(h) which shall be
entitled the "Class 1-A-1 Reserve Fund, Xxxxx Fargo Bank, N.A., as Securities
Administrator, in trust for registered Holders of the Class 1-A-1 Certificates
of the Banc of America Funding 2005-F Trust" and which must be an Eligible
Account. Amounts on deposit in the Class 1-A-1 Reserve Fund shall not be
invested. The Class 1-A-1 Reserve Fund shall not be an asset of any REMIC formed
under this Agreement.
Class 1-A-1 Reserve Fund Cash Deposit: $154,613 remitted by the
Depositor to the Securities Administrator for deposit into the Class 1-A-1
Reserve Fund on the Closing Date.
Class 1-A-1 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider substantially in the form attached hereto
as Exhibit Q. The Class 1-A-1 Yield Maintenance Agreement shall not be an asset
of any REMIC formed under this Agreement.
Class 0-X-0 Xxxxx Xxxxxxxxxxx Agreement Payment: For each
Distribution Date from October 2005 through the Distribution Date in September
2015, the amount the Yield Maintenance Agreement Provider is obligated to pay to
the Securities Administrator two Business Days prior to such Distribution Date
for deposit into the Class 1-A-1 Reserve Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii) 10.50% over the applicable strike
rate for such Distribution Date, as set forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such Distribution Date as set forth on the
applicable table in Exhibit Q hereto and (c) a fraction, the numerator of which
is the actual number of days elapsed since the previous Distribution Date to but
excluding the current Distribution Date and the denominator of which is 360.
Class 1-A-2 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for Loan Group 1, the amount, if any,
by which the Class Certificate Balance of the Class 1-A-2 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section
5.03(b) to such Class, without regard to the operation of Section 5.03(e).
Class 1-A-2 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date for Loan Group 1 and after
the Class Certificate Balance of the Class 1-A-3 Certificates has been reduced
to zero, 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-2 Reserve Fund: The trust account created and maintained
by the Securities Administrator pursuant to Section 3.09(h) which shall be
entitled the "Class 1-A-2 Reserve Fund, Xxxxx Fargo Bank, N.A., as Securities
Administrator, in trust for registered Holders of the Class 1-A-2 Certificates
of the Banc of America Funding 2005-F Trust" and which must be an Eligible
Account. Amounts on deposit in the Class 1-A-2 Reserve Fund shall not be
invested. The Class 1-A-2 Reserve Fund shall not be an asset of any REMIC formed
under this Agreement.
Class 1-A-2 Reserve Fund Cash Deposit: $52,659 remitted by the
Depositor to the Securities Administrator for deposit into the Class 1-A-2
Reserve Fund on the Closing Date.
Class 1-A-2 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider substantially in the form attached hereto
as Exhibit Q. The Class 1-A-2 Yield Maintenance Agreement shall not be an asset
of any REMIC formed under this Agreement.
Class 0-X-0 Xxxxx Xxxxxxxxxxx Agreement Payment: For each
Distribution Date from October 2005 through the Distribution Date in September
2015, the amount the Yield Maintenance Agreement Provider is obligated to pay to
the Securities Administrator two Business Days prior to such Distribution Date
for deposit into the Class 1-A-2 Reserve Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii) 10.50% over the applicable strike
rate for such Distribution Date, as set forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such Distribution Date as set forth on the
applicable table in Exhibit Q hereto and (c) a fraction, the numerator of which
is the actual number of days elapsed since the previous Distribution Date to but
excluding the current Distribution Date and the denominator of which is 360.
Class 1-A-3 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date for Loan Group 1, the lesser
of (a) the Class Certificate Balance of the Class 1-A-3 Certificates with
respect to such Distribution Date prior to any reduction for the Class 1-A-3
Loss Allocation Amount and (b) the sum of the Class 1-A-1 Loss Amount and the
Class 1-A-2 Loss Amount with respect to such Distribution Date.
Class 1-A-3 Reserve Fund: The trust account created and maintained
by the Securities Administrator pursuant to Section 3.09(h) which shall be
entitled the "Class 1-A-3 Reserve Fund, Xxxxx Fargo Bank, N.A., as Securities
Administrator, in trust for registered Holders of the Class 1-A-3 Certificates
of the Banc of America Funding 2005-F Trust" and which must be an Eligible
Account. Amounts on deposit in the Class 1-A-3 Reserve Fund shall not be
invested. The Class 1-A-3 Reserve Fund shall not be an asset of any REMIC formed
under this Agreement.
Class 1-A-3 Reserve Fund Cash Deposit: $24,598 remitted by the
Depositor to the Securities Administrator for deposit into the Class 1-A-3
Reserve Fund on the Closing Date.
Class 1-A-3 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider substantially in the form attached hereto
as Exhibit Q. The Class 1-A-3 Yield Maintenance Agreement shall not be an asset
of any REMIC formed under this Agreement.
Class 0-X-0 Xxxxx Xxxxxxxxxxx Agreement Payment: For each
Distribution Date from October 2005 through the Distribution Date in September
2015, the amount the Yield Maintenance Agreement Provider is obligated to pay to
the Securities Administrator two Business Days prior to such Distribution Date
for deposit into the Class 1-A-3 Reserve Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii) 10.50% over the applicable strike
rate for such Distribution Date, as set forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such Distribution Date as set forth on the
applicable table in Exhibit Q hereto and (c) a fraction, the numerator of which
is the actual number of days elapsed since the previous Distribution Date to but
excluding the current Distribution Date and the denominator of which is 360.
Class 1-B Certificates: The Class 1-B-X, Class 1-B-1, Class 1-B-2,
Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates.
Class 1-B-1 Reserve Fund: The trust account created and maintained
by the Securities Administrator pursuant to Section 3.09(h) which shall be
entitled the "Class 1-B-1 Reserve Fund, Xxxxx Fargo Bank, N.A., as Securities
Administrator, in trust for registered Holders of the Class 1-B-1 Certificates
of the Banc of America Funding 2005-F Trust" and which must be an Eligible
Account. Amounts on deposit in the Class 1-B-1 Reserve Fund shall not be
invested. The Class 1-B-1 Reserve Fund shall not be an asset of any REMIC formed
under this Agreement.
Class 1-B-1 Reserve Fund Cash Deposit: $10,889 remitted by the
Depositor to the Securities Administrator for deposit into the Class 1-B-1
Reserve Fund on the Closing Date.
Class 1-B-1 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider substantially in the form attached hereto
as Exhibit Q. The Class 1-B-1 Yield Maintenance Agreement shall not be an asset
of any REMIC formed under this Agreement.
Class 1-B-1 Yield Maintenance Agreement Payment: For each
Distribution Date from October 2005 through the Distribution Date in September
2015, the amount the Yield Maintenance Agreement Provider is obligated to pay to
the Securities Administrator two Business Days prior to such Distribution Date
for deposit into the Class 1-B-1 Reserve Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii) 10.50% over the applicable strike
rate for such Distribution Date, as set forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such Distribution Date as set forth on the
applicable table in Exhibit Q hereto and (c) a fraction, the numerator of which
is the actual number of days elapsed since the previous Distribution Date to but
excluding the current Distribution Date and the denominator of which is 360.
Class 1-B-2 Reserve Fund: The trust account created and maintained
by the Securities Administrator pursuant to Section 3.09(h) which shall be
entitled the "Class 1-B-2 Reserve Fund, Xxxxx Fargo Bank, N.A., as Securities
Administrator, in trust for registered Holders of the Class 1-B-2 Certificates
of the Banc of America Funding 2005-F Trust" and which must be an Eligible
Account. Amounts on deposit in the Class 1-B-2 Reserve Fund shall not be
invested. The Class 1-B-2 Reserve Fund shall not be an asset of any REMIC formed
under this Agreement.
Class 1-B-2 Reserve Fund Cash Deposit: $8,679 remitted by the
Depositor to the Securities Administrator for deposit into the Class 1-B-2
Reserve Fund on the Closing Date.
Class 1-B-2 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider substantially in the form attached hereto
as Exhibit Q. The Class 1-B-2 Yield Maintenance Agreement shall not be an asset
of any REMIC formed under this Agreement.
Class 1-B-2 Yield Maintenance Agreement Payment: For each
Distribution Date from October 2005 through the Distribution Date in September
2015, the amount the Yield Maintenance Agreement Provider is obligated to pay to
the Securities Administrator two Business Days prior to such Distribution Date
for deposit into the Class 1-B-2 Reserve Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii) 10.50% over the applicable strike
rate for such Distribution Date, as set forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such Distribution Date as set forth on the
applicable table in Exhibit Q hereto and (c) a fraction, the numerator of which
is the actual number of days elapsed since the previous Distribution Date to but
excluding the current Distribution Date and the denominator of which is 360.
Class 1-B-3 Reserve Fund: The trust account created and maintained
by the Securities Administrator pursuant to Section 3.09(h) which shall be
entitled the "Class 1-B-3 Reserve Fund, Xxxxx Fargo Bank, N.A., as Securities
Administrator, in trust for registered Holders of the Class 1-B-3 Certificates
of the Banc of America Funding 2005-F Trust" and which must be an Eligible
Account. Amounts on deposit in the Class 1-B-3 Reserve Fund shall not be
invested. The Class 1-B-3 Reserve Fund shall not be an asset of any REMIC formed
under this Agreement.
Class 1-B-3 Reserve Fund Cash Deposit: $5,842 remitted by the
Depositor to the Securities Administrator for deposit into the Class 1-B-3
Reserve Fund on the Closing Date.
Class 1-B-3 Yield Maintenance Agreement: The yield maintenance
agreements between the Securities Administrator, on behalf of the Trust, and the
Yield Maintenance Agreement Provider substantially in the form attached hereto
as Exhibit Q. The Class 1-B-3 Yield Maintenance Agreement shall not be an asset
of any REMIC formed under this Agreement.
Class 1-B-3 Yield Maintenance Agreement Payment: For each
Distribution Date from October 2005 through the Distribution Date in September
2015, the amount the Yield Maintenance Agreement Provider is obligated to pay to
the Securities Administrator two Business Days prior to such Distribution Date
for deposit into the Class 1-B-3 Reserve Fund equal to the product of (a) the
excess of the lesser of (i) LIBOR and (ii) 10.50% over the applicable strike
rate for such Distribution Date, as set forth on the applicable table in Exhibit
Q hereto, (b) the notional amount for such Distribution Date as set forth on the
applicable table in Exhibit Q hereto and (c) a fraction, the numerator of which
is the actual number of days elapsed since the previous Distribution Date to but
excluding the current Distribution Date and the denominator of which is 360.
Class 1-BX-IO Notional Amount: As to any Distribution Date and the
Class 1-BX-IO Component, the sum of the Class Certificate Balances of the Class
1-B-1, Class 1-B-2 and Class 1-B-3 Certificates.
Class 1-B-X Distributable Amount: As defined in Section 5.02(e).
Class 1-X-IO Notional Amount: As to any Distribution Date and the
Class 1-X-IO Component, the sum of the Class Certificate Balances of the Class
1-A-1, Class 1-A-2 and Class 1-A-3 Certificates.
Class 1-X Distributable Amount: As defined in Section 5.02(e).
Class 2-A-1 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for the Crossed Loan Groups, the
amount, if any, by which the Class Certificate Balance of the Class 2-A-1
Certificates would be reduced as a result of the allocation of any reduction
pursuant to Section 5.03(b) to such Class, without regard to the operation of
Section 5.03(e).
Class 2-A-2 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date for the Crossed Loan Groups,
the lesser of (a) the Class Certificate Balance of the Class 2-A-2 Certificates
with respect to such Distribution Date prior to any reduction for the Class
2-A-2 Loss Allocation Amount and (b) the Class 2-A-1 Loss Amount with respect to
such Distribution Date.
Class 2-X Notional Amount: As to any Distribution Date and the Class
2-X Certificates, an amount equal to the sum of the Class Certificate Balances
of the Class 2-A-1 and Class 2-A-2 Certificates.
Class 3-A-1 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for the Crossed Loan Groups, the
amount, if any, by which the Class Certificate Balance of the Class 3-A-1
Certificates would be reduced as a result of the allocation of any reduction
pursuant to Section 5.03(b) to such Class, without regard to the operation of
Section 5.03(e).
Class 3-A-2 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date for the Crossed Loan Groups,
the lesser of (a) the Class Certificate Balance of the Class 3-A-2 Certificates
with respect to such Distribution Date prior to any reduction for the Class
3-A-2 Loss Allocation Amount and (b) the Class 3-A-1 Loss Amount with respect to
such Distribution Date.
Class 4-A-1 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for the Crossed Loan Groups, the
amount, if any, by which the Class Certificate Balance of the Class 4-A-1
Certificates would be reduced as a result of the allocation of any reduction
pursuant to Section 5.03(b) to such Class, without regard to the operation of
Section 5.03(e).
Class 4-A-2 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date for the Crossed Loan Groups,
the lesser of (a) the Class Certificate Balance of the Class 4-A-2 Certificates
with respect to such Distribution Date prior to any reduction for the Class
4-A-2 Loss Allocation Amount and (b) the Class 4-A-1 Loss Amount with respect to
such Distribution Date.
Class 5-A-1 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for the Crossed Loan Groups, the
amount, if any, by which the Class Certificate Balance of the Class 5-A-1
Certificates would be reduced as a result of the allocation of any reduction
pursuant to Section 5.03(b) to such Class, without regard to the operation of
Section 5.03(e).
Class 5-A-2 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date for the Crossed Loan Groups,
the lesser of (a) the Class Certificate Balance of the Class 5-A-2 Certificates
with respect to such Distribution Date prior to any reduction for the Class
5-A-2 Loss Allocation Amount and (b) the Class 5-A-1 Loss Amount with respect to
such Distribution Date.
Class 6-A-1 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for the Crossed Loan Groups, the
amount, if any, by which the Class Certificate Balance of the Class 6-A-1
Certificates would be reduced as a result of the allocation of any reduction
pursuant to Section 5.03(b) to such Class, without regard to the operation of
Section 5.03(e).
Class 6-A-2 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date for the Crossed Loan Groups,
the lesser of (a) the Class Certificate Balance of the Class 6-A-2 Certificates
with respect to such Distribution Date prior to any reduction for the Class
6-A-2 Loss Allocation Amount and (b) the Class 6-A-1 Loss Amount with respect to
such Distribution Date.
Class B Certificates: The Class 1-B-X, Class 1-B-1, Class 1-B-2,
Class 1-B-3, Class 1-B-4, Class 1-B-5, Class 1-B-6, Class CB-1, Class CB-2,
Class CB-3, Class CB-4, Class CB-5 and Class CB-6 Certificates.
Class CB Certificates: The Class CB-1, Class CB-2, Class CB-3, Class
CB-4, Class CB-5 and Class CB-6 Certificates.
Class Certificate Balance: With respect to any Class of Certificates
(other than the Class 1-X, Class 1-B-X and Class 2-X Certificates) and any date
of determination, and subject to Section 5.03(f), the Initial Class Certificate
Balance of such Class minus (A) the sum of (i) all distributions of principal
made with respect thereto, (ii) all reductions in Class Certificate Balance
previously allocated thereto pursuant to Section 5.03(b) and (iii) in the case
of the Class 1-A-2, Class 1-A-3 Class 2-A-2, Class 3-A-2, Class 4-A-2, Class
5-A-2 and Class 6-A-2 Certificates, any reduction allocated thereto pursuant to
Section 5.03(e) plus (B) the sum of (i) all increases in Class Certificate
Balance previously allocated thereto pursuant to Section 5.03(b), (ii) in the
case of the Class 1-A-2, Class 1-A-3, Class 2-A-2, Class 3-A-2, Class 4-A-2,
Class 5-A-2 and Class 6-A-2 Certificates, any increases allocated thereto
pursuant to Section 5.03(e) and (iii) in the case of the Group 1 Senior
Certificates and the Class 1-B Certificates, the portion of Net Deferred
Interest for the Group 1 Mortgage Loans allocated to such Class of Certificates.
The Class 2-X Certificates are Interest Only Certificates and have no Class
Certificate Balance. The Class Certificate Balance of the Class 1-X Certificates
as of any date of determination shall equal the Component Balance of the Class
1-X-PI Component. The Class Certificate Balance of the Class 1-B-X Certificates
as of any date of determination shall equal the Component Balance of the Class
1-BX-PI Component.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which Accrued Certificate Interest for
such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of
interest actually distributed on such Class on such Distribution Date pursuant
to clause (i) of the definition of "Interest Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date and
each interest-bearing Class, the amount by which the aggregate Class Interest
Shortfalls for such Class on prior Distribution Dates exceeds the amount of
interest actually distributed on such Class on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Interest Distribution Amount."
Closing Date: August 30, 2005.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: With respect to any Distribution Date and
Servicer and Loan Group 1 and the Crossed Loan Groups in the aggregate, an
amount equal to the lesser of (a) the aggregate Servicing Fee for such Loan
Group or Loan Groups payable to such Servicer as of the Due Date in the month
preceding the month of such Distribution Date and (b) the aggregate of the
Prepayment Interest Shortfalls serviced by such Servicer resulting from
Principal Prepayments during the Prior Period relating to such Loan Group or
Loan Groups. To the extent that the aggregate Prepayment Interest Shortfall for
the Crossed Loan Groups for a Distribution Date exceeds Compensating Interest
for the Crossed Loan Groups, the Compensating Interest for the Crossed Loan
Groups for such Distribution Date shall be allocated among the Crossed Loan
Groups in proportion to the respective Prepayment Interest Shortfalls relating
to the Crossed Loan Groups.
Component: Any of the Class 1-X-IO, Class 1-X-PI, Class 1-BX-IO or
Class 1-BX-PI Component.
Component Balance: With respect to the Class 1-X-PI Component and
the Class 1-BX-PI Component and any date of determination, the Initial Component
Balance of such Component minus (A) the sum of (i) all distributions of
principal made with respect thereto and (ii) all reductions in Component Balance
previously allocated thereto pursuant to Section 5.03(b) plus (B) the portion of
Net Deferred Interest for the Group 1 Mortgage Loans allocated to such Component
and the Related Interest Only Component.
Component Certificate: Any of the Class 1-X or Class 1-B-X
Certificates.
Component Interest Distribution Amount: For any Distribution Date
and each Component, the sum of (i) the Accrued Component Interest and (ii) any
Component Unpaid Interest Shortfall for such Component.
Component Interest Shortfall: For any Distribution Date and each
Component, the amount by which Accrued Component Interest for such Component
exceeds the amount of interest actually distributed on such Component on such
Distribution Date pursuant to clause (i) of the definition of "Component
Interest Distribution Amount."
Component Notional Amount: As of any Distribution Date, either of
the Class 1-X-IO Notional Amount and Class 1-BX-IO Notional Amount.
Component Unpaid Interest Shortfall: As to any Distribution Date and
each Component, the amount by which the aggregate Component Interest Shortfall
for such Component on prior Distribution Dates exceeds the amount of interest
actually distributed on such Component on such prior Distribution Dates pursuant
to clause (ii) of the definition of "Component Interest Distribution Amount."
Cooperative: A private, cooperative housing corporation which owns
or leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary lease or occupancy agreement with respect to the Cooperative
Apartment occupied by the Mortgagor and relating to the related Cooperative
Stock, which lease or agreement confers an exclusive right to the holder of such
Cooperative Stock to occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment or mortgage of the Cooperative Lease, (iv) financing statements and
(v) a stock power (or other similar instrument), and ancillary thereto, a
Recognition Agreement, each of which was transferred and assigned to the Trust
pursuant to Section 2.01.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan,
the stock certificate or other instrument evidencing the related Cooperative
Stock.
Corporate Trust Office: With respect to the Trustee, the principal
office of the Trustee, which office at the date of the execution of this
instrument is located at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx,
00000-0000 Attention: Structured Finance Trust Services, BAFC, Series 2005-F, or
at such other address as the Trustee may designate from time to time by notice
to the Certificateholders, the Depositor, the Securities Administrator and the
Master Servicer. With respect to the Securities Administrator, the principal
corporate trust office of the Securities Administrator at which at any
particular time its corporate trust business with respect to this Agreement is
conducted, which office at the date of the execution of this instrument is
located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention:
Corporate Trust Services - BAFC 2005-F, and for certificate transfer purposes is
located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Corporate Trust Services - BAFC 2005-F, or at such other address as
the Securities Administrator may designate from time to time by notice to the
Certificateholders, the Depositor, the Trustee and the Master Servicer.
Corresponding 1-A Certificates: As to the following Middle-Tier 1-A
Interests, the Corresponding Upper-Tier Class as follows:
Middle-Tier 1-A Interest Corresponding 1-A Certificates
--------------------------------------------------------------------------------
Class 1-A-M1 Interest Class 1-A-1 Certificates
Class 1-A-M2 Interest Class 1-A-2 Certificates
Class 1-A-M3 Interest Class 1-A-3 Certificates
Class 1-A-MX Interest Class 1-X Certificates
Corresponding 1-B Certificates: As to the following Middle-Tier 1-B
Interests, the Corresponding Upper-Tier Class as follows:
Middle-Tier 1-B Interest Corresponding 1-B Certificates
--------------------------------------------------------------------------------
Class 1-B-M1 Interest Class 1-B-1 Certificates
Class 1-B-M2 Interest Class 1-B-2 Certificates
Class 1-B-M3 Interest Class 1-B-3 Certificates
Class 1-B-MX Interest Class 1-B-X Certificates
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Middle-Tier Interests, the Corresponding Upper-Tier Class or
Classes as follows:
Uncertificated Middle-Tier Interest Corresponding Upper-Tier Class or Classes
--------------------------------------------------------------------------------
Class 1-A-M1 Interest N/A
Class 1-A-M2 Interest N/A
Class 1-A-M3 Interest N/A
Class 1-A-MX Interest N/A
Class 1-A-MUR Interest Class 1-A-R Certificate
Class 2-A-M1 Interest Class 2-A-1, Class 2-A-2 and Class 2-X
Certificates
Class 3-A-M1 Interest Class 3-A-1 and Class 3-A-2 Certificates
Class 4-A-M1 Interest Class 4-A-1 and Class 4-A-2 Certificates
Class 5-A-M1 Interest Class 5-A-1 and Class 5-A-2 Certificates
Class 6-A-M1 Interest Class 6-A-1 and Class 6-A-2 Certificates
Class 1-B-MX Interest N/A
Class 1-BM1 Interest N/A
Class 1-BM2 Interest N/A
Class 1-BM3 Interest N/A
Class 1-BM4 Interest Class 1-B-4 Certificates
Class 1-BM5 Interest Class 1-B-5 Certificates
Class 1-BM6 Interest Class 1-B-6 Certificates
Class CB-M1 Interest Class CB-1 Certificates
Class CB-M2 Interest Class CB-2 Certificates
Class CB-M3 Interest Class CB-3 Certificates
Class CB-M4 Interest Class CB-4 Certificates
Class CB-M5 Interest Class CB-5 Certificates
Class CB-M6 Interest Class CB-6 Certificates
Countrywide Servicing Agreement: The Master Mortgage Loan Purchase
and Servicing Agreement, dated as of April 1, 2003, by and between BANA (as
successor in interest to Banc of America Mortgage Capital Corporation) and
Countrywide Home Loans, Inc., as amended by (i) that certain Amendment No. 1,
dated as of July 1, 2003, by and among Banc of America Mortgage Capital
Corporation, Countrywide Home Loans, Inc. and BANA and (ii) that certain
Amendment No. 2, dated as of September 1, 2004, by and among Banc of America
Mortgage Capital Corporation, Countrywide Home Loans, Inc. and BANA.
Crossed Group: Any of Group 2, Group 3, Group 4, Group 5 or Group 6.
Crossed Loan Group: Any of Loan Group 2, Loan Group 3, Loan Group 4,
Loan Group 5 or Loan Group 6.
Crossed Loan Group Senior Percentage: With respect to any
Distribution Date, the percentage, carried six places rounded up, obtained by
dividing the aggregate Class Certificate Balance of the Senior Certificates of
the Crossed Groups immediately prior to such Distribution Date by the aggregate
Pool Stated Principal Balance of the Crossed Loan Groups with respect to such
Distribution Date.
Crossed Loan Group Subordinate Percentage: As to any Distribution
Date, the aggregate Class Certificate Balance of the Class CB Certificates
divided by the aggregate Pool Stated Principal Balance for the Crossed Loan
Groups.
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any Person directly or indirectly
controlling or controlled by or under common control of either of them. None of
any Servicer or the Depositor, or any Person directly or indirectly controlling
or controlled by or under common control with any such Person may be appointed
Custodian.
Customary Servicing Procedures: With respect to (i) any Servicer,
procedures (including collection procedures) that a Servicer customarily employs
and exercises in servicing and administering mortgage loans for its own account
and which are in accordance with accepted mortgage servicing practices of
prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located and (ii) the Master Servicer, those master servicing procedures that
constitute customary and usual standards of practice of prudent mortgage loan
master servicers.
Cut-off Date: August 1, 2005.
Cut-off Date Pool Principal Balance: For each Loan Group, the
aggregate of the Cut-off Date Principal Balances of the Mortgage Loans in such
Loan Group which is $240,171,163.35 for Loan Group 1, $200,866,684.54 for Loan
Group 2, $110,549,288.93 for Loan Group 3, $388,514,337.79 for Loan Group 4,
$35,497,982.25 for Loan Group 5 and $58,570,525.82 for Loan Group 6.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the Servicer of such
Mortgage Loan is pursuing an appeal of the court order giving rise to any such
modification and (b)(1) such Mortgage Loan is not in default with respect to
payment due thereunder in accordance with the terms of such Mortgage Loan as in
effect on the Cut-off Date or (2) Monthly Payments are being advanced by the
applicable Servicer, the Master Servicer or the Trustee, as applicable, in
accordance with the terms of such Mortgage Loan as in effect on the Cut-off
Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.
Defective Mortgage Loan: Any Mortgage Loan which is required to be
cured, repurchased or substituted for pursuant to Sections 2.02 or 2.04.
Deferred Interest: With respect to any Group 1 Mortgage Loan, the
excess, if any, of interest accrued since the previous Due Date at the
applicable Mortgage Interest Rate over the Monthly Payment due on the related
Due Date.
Deficient Valuation: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the applicable Servicer
is pursuing an appeal of the court order giving rise to any such modification
and (b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the applicable
Servicer, the Master Servicer or the Trustee, as applicable, in accordance with
the terms of such Mortgage Loan as in effect on the Cut-off Date.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Banc of America Funding Corporation, a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: With respect to any Distribution Date, as
defined in the applicable Servicing Agreement.
Distribution Account: The Eligible Account created and maintained by
the Securities Administrator pursuant to Section 3.09(a) in the name of the
Securities Administrator, on behalf of the Trustee, for the benefit of the
Certificateholders and designated "Xxxxx Fargo Bank, N.A., as Securities
Administrator for Wachovia Bank, National Association, as Trustee, in trust for
registered holders of Banc of America Funding Corporation Mortgage Pass-Through
Certificates, Series 2005-F." The Distribution Account shall be deemed to
consist of 10 sub-accounts; one for each of the Loan Groups (the "Loan Group 1
Sub-Account," "Loan Group 2 Sub-Account," "Loan Group 3 Sub-Account," "Loan
Group 4 Sub-Account," "Loan Group 5 Sub-Account" and "Loan Group 6 Sub-Account")
and one for each of the 1-B Lower-Tier Certificate Sub-Account, the CB
Lower-Tier Certificate Sub-Account, the Middle-Tier Certificate Sub-Account and
the Upper-Tier Certificate Sub-Account. Funds in the Distribution Account shall
be held in trust for the Holders of the Certificates for the uses and purposes
set forth in this Agreement.
Distribution Date: The 20th day of each month beginning in September
2005 (or, if such day is not a Business Day, the next Business Day).
Due Date: As to any Distribution Date and each Mortgage Loan, the
first day in the calendar month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee, the Securities Administrator and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or
accounts maintained with the trust department of a federal or state chartered
depository institution or trust company (including the Trustee and the
Securities Administrator), acting in its fiduciary capacity or (iv) any other
account acceptable to each Rating Agency. Eligible Accounts may bear interest
and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee or the Securities Administrator. Notwithstanding
anything in the foregoing to the contrary, an account shall not fail to be an
Eligible Account solely because it is maintained with Xxxxx Fargo Bank, N.A., a
wholly owned subsidiary of Xxxxx Fargo & Co., provided that such subsidiary or
its parent's (A) commercial paper, short-term unsecured debt obligations or
other short-term deposits are at least "P-1" in the case of Moody's and "A-1+"
in the case of S&P, if the deposits are to be held in the account for 30 days or
less, or (B) long-term unsecured debt obligations are rated at least "Aa3" in
the case of Moody's and "AA-" (or "A" (without regard to any plus or minus), if
the short-term unsecured debt obligations are rated at least "A-1+") in the case
of S&P, if the deposits are to be held in the account for more than 30 days.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any of the Class 1-B-4, Class 1-B-5,
Class 1-B-6, Class CB-4, Class CB-5 and Class CB-6 Certificates.
Escrow Account: As defined in Section 3.08(b).
Escrow Payments: The amounts constituting taxes, assessments,
Primary Mortgage Insurance Policy premiums, fire and hazard insurance premiums
and other payments as may be required to be escrowed by the Mortgagor with the
mortgagee pursuant to the terms of any Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
applicable Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
Loan pursuant to Section 3.11(a)(iv), exceeds (i) the unpaid principal balance
of such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of some or all of the Certificates shall be made
pursuant to Section 10.01.
Financial Market Service: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice to
the Securities Administrator.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended.
FNMA: Xxxxxx Xxx, or any successor thereto.
Form 10-K: As defined in Section 3.22.
Fractional Interest: As defined in Section 5.02(d).
Grantor Trust: That portion of the Trust exclusive of the REMICs
consisting of (a) the right of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-B-1, Class 1-B-2 and Class 1-B-3 Certificates to receive Cap Carryover
Amounts, (b) the Class 1-A-1 Yield Maintenance Agreement, the Class 0-X-0 Xxxxx
Xxxxxxxxxxx Agreement, the Class 1-A-3 Yield Maintenance Agreement, the Class
1-B-1 Yield Maintenance Agreement, the Class 1-B-2 Yield Maintenance Agreement
and the Class 1-B-3 Yield Maintenance Agreement and (c) the Class 1-A-1 Reserve
Fund, the Class 1-A-2 Reserve Fund, the Class 1-A-3 Reserve Fund, the Class
1-B-1 Reserve Fund, the Class 1-B-2 Reserve Fund and the Class 1-B-3 Reserve
Fund.
Gross Margin: As to each Mortgage Loan, the fixed percentage set
forth in the related Mortgage Note and indicated in the Mortgage Loan Schedule
as the "Gross Margin," which percentage is added to the Index on each Rate
Adjustment Date to determine (subject to rounding, the Periodic Cap or Payment
Cap and the Rate Ceiling) the Mortgage Interest Rate on such Mortgage Loan until
the next Rate Adjustment Date.
Group: Any of Group 1, Group 2, Group 3, Group 4, Group 5 or Group
6.
Group 1 Cap: As to any Distribution Date and the Class 1-A-1, Class
1-A-2, Class 1-A-3, Class 1-B-1, Class 1-B-2 and Class 1-B-3 Certificates, the
lesser of (i) 10.50% and (ii) a per annum rate equal to the product of (a) the
Net WAC of the Group 1 Mortgage Loans and (b) a fraction, the numerator of which
is the actual number of days in the related Interest Accrual Period and the
denominator of which is 30.
Group 1: The Group 1 Senior Certificates.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.
Group 1 Senior Certificates: Class 1-A-1, Class 1-A-2, Class 1-A-3
Class 1-X and Class 1-A-R Certificates.
Group 2: The Group 2 Senior Certificates.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.
Group 2 Senior Certificates: Class 2-A-1, Class 2-A-2 and Class 2-X
Certificates.
Group 3: The Group 3 Senior Certificates.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3
hereto.
Group 3 Senior Certificates: Class 3-A-1 and Class 3-A-2
Certificates.
Group 4: The Group 4 Senior Certificates.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4
hereto.
Group 4 Senior Certificates: Class 4-A-1 and Class 4-A-2
Certificates.
Group 5: The Group 5 Senior Certificates.
Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5
hereto.
Group 5 Senior Certificates: Class 5-A-1 and Class 5-A-2
Certificates.
Group 6: The Group 6 Senior Certificates.
Group 6 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-6
hereto.
Group 6 Senior Certificates: Class 6-A-1 and Class 6-A-2
Certificates.
Group Subordinate Amount: With respect to any Distribution Date and
any Loan Group, the excess of the Pool Stated Principal Balance for such Loan
Group over the aggregate Class Certificate Balance of the Senior Certificates of
the Related Group immediately prior to such date.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor, the Trustee, the
Securities Administrator, the Master Servicer and the Servicers, (ii) does not
have any direct financial interest or any material indirect financial interest
in the Depositor, the Trustee, the Securities Administrator, the Master Servicer
or the Servicers or in an affiliate of any of them, and (iii) is not connected
with the Depositor, the Trustee, the Securities Administrator, the Master
Servicer or the Servicers as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Index: As to any Mortgage Loan and Rate Adjustment Date, any of the
One-Year MTA Index, One-Year CMT Index and One-Year LIBOR Index. The Index
applicable to each Mortgage Loan shall be indicated on the Mortgage Loan
Schedule. In the event that any such Index is no longer available, the
applicable Servicer will select a substitute Index in accordance with the terms
of the related Mortgage Note and in compliance with federal and state law.
Initial Class Certificate Balance: As to each Class of Certificates,
the Class Certificate Balance set forth in the Preliminary Statement.
Initial Component Balance: As to each Class 1-X-PI Component and the
Class 1-BX-PI Component, the Component Balance set forth in the Preliminary
Statement. The Class 1-X-IO Component and the Class 1-BX-IO Component are
Interest Only Components and have no Initial Component Balance.
Initial Notional Amount: As to each Class of Interest Only
Certificates, the Notional Amount set forth in the Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class
of Certificates (other than the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-B-1, Class 1-B-2 and Class 1-B-3 Certificates), the period from and including
the first day of the calendar month preceding the calendar month of such
Distribution Date to but not including the first day of the calendar month of
such Distribution Date. As to any Distribution Date and the Class 1-A-1, Class
1-A-2, Class 1-A-3, Class 1-B-1, Class 1-B-2 and Class 1-B-3 Certificates, the
period commencing on the Distribution Date in the prior month (or the Closing
Date, in the case of the first period) and ending on the day prior to the
Distribution Date in the calendar month in which such Distribution Date occurs.
Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class and Component, the sum of (i) the Accrued Certificate
Interest or Accrued Component Interest, subject to reduction pursuant to Section
5.02(c) and (ii) any Class Unpaid Interest Shortfall for such Class or Component
Unpaid Interest Shortfall for such Component minus, in the case of the Group 1
and the Class 1-B Certificates, any Net Deferred Interest allocated to such
Class or Component of such Class.
Interest Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class 2-X
Certificates are the only Classes of Interest Only Certificates.
Interest Only Component: Any Component entitled to distributions of
interest, but no distributions of principal. The Class 1-X-IO Component and the
Class 1-BX-IO Component are the only Interest Only Components.
LIBOR: As to any Distribution date, the arithmetic mean of the
London Interbank offered rate quotations for one-month U.S. Dollar deposits, as
determined by the Securities Administrator in accordance with Section 5.09.
LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England or the City of New
York.
LIBOR Certificates: Any of the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-B-1, Class 1-B-2 and Class 1-B-3 Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
Prior Period and as to which the applicable Servicer has certified (in
accordance with the applicable Servicing Agreement) that it has received all
proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4, Loan Group 5 and Loan Group 6.
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-to-Value Ratio: With respect to any Mortgage Loan and any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at
origination and the denominator of which is the Appraised Value of the related
Mortgaged Property.
Lower-Tier REMICs: The 1-B Lower-Tier REMIC and the CB Lower-Tier
REMIC.
LPMI Policy: A lender-paid Primary Mortgage Insurance Policy.
Master Servicer: Xxxxx Fargo Bank, N.A., and its
successors-in-interest and, if a successor master servicer is appointed
hereunder, such successor, as master servicer.
Master Servicer Custodial Account: The account or accounts created
and maintained by the Master Servicer pursuant to Section 3.09(b) which must be
an Eligible Account.
Master Servicer Custodial Account Reinvestment Income: For each
Distribution Date, all income and gains net of any losses realized since the
preceding Distribution Date from Permitted Investments of funds in the Master
Servicer Custodial Account.
Master Servicer Indemnified Parties: As defined in Section 3.22(c).
Master Servicer's Certificate: The monthly report required of the
Master Servicer pursuant to Section 4.01.
Master Servicing Fee: With respect to each Mortgage Loan and
Distribution Date, the amount of the fee payable to the Master Servicer, which
shall, for such Distribution Date, be equal to one-twelfth of the product of the
Master 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.
Master Servicing Fee Rate: With respect to each Mortgage Loan,
0.00375% per annum.
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and master servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished to
the Securities Administrator by the Master Servicer, as such list may from time
to time be amended.
Master Servicing Transfer Costs: All reasonable costs and expenses
(including attorney's fees) incurred by the Trustee or a successor master
servicer in connection with the transfer of master servicing or servicing from a
predecessor master servicer, including, without limitation, any costs or
expenses associated with the complete transfer of all master servicing data or
servicing data and the completion, correction or manipulation of such master
servicing data or servicing data as may be required by the Trustee or successor
master servicer to correct any errors or insufficiencies in the master servicing
data or servicing data or otherwise to enable the Trustee or a successor master
servicer to master service or service, as the case may be, the applicable
Mortgage Loans properly and effectively.
MERS: As defined in Section 2.01(b)(iii).
Middle-Tier 1-A Interest: Any of the Class 1-A-M1 Interest, Class
1-A-M2 Interest, Class 1-A-M3 Interest and Class 1-A-MX Interest. For the
avoidance of doubt, the Class 1-A-MUR Interest is not included in the definition
of Middle-Tier 1-A Interest.
Middle-Tier 1-B Interest: Any of the Class 1-B-M1 Interest, Class
1-B-M2 Interest, Class 1-B-M3 Interest and Class 1-B-MX Interest.
Middle-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the Securities Administrator pursuant to
Section 3.09(g).
Middle-Tier Distribution Amount: As defined in Section 5.02(a)
hereof.
Middle-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests.
Monthly Form 8-K: As defined in Section 3.22.
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
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, as adjusted from time to time in accordance with the provisions of the
related Mortgage Note, which rate is (a) prior to the first Rate Adjustment Date
for each such Mortgage Loan, the initial Mortgage Interest Rate for such
Mortgage Loan indicated on the Mortgage Loan Schedule and (b) from and after
such Rate Adjustment Date, the sum of the applicable Index, as of the Rate
Adjustment Date applicable to such Due Date, and the Gross Margin, rounded as
set forth in such Mortgage Note, subject to the Periodic Cap or Payment Cap and
the Rate Ceiling applicable to such Mortgage Loan at any time during the life of
such Mortgage Loan.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated August 30, 2005, between BANA, as seller, and the Depositor, as
purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Master Servicer to reflect the addition of Substitute
Mortgage Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of this Agreement) transferred to the Trustee as part of the Trust
Estate and from time to time subject to this Agreement, attached hereto as
Exhibit D-1, Exhibit D-2, Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-6
setting forth the following information with respect to each Mortgage Loan: (i)
the Mortgage Loan identifying number; (ii) a code indicating whether the
Mortgaged Property is owner-occupied; (iii) the property type for each Mortgaged
Property; (iv) the original months to maturity or the remaining months to
maturity from the Cut-off Date; (v) the Loan-to-Value Ratio at origination; (vi)
the Mortgage Interest Rate as of the Cut-off Date; (vii) the date on which the
first Monthly Payment was due on the Mortgage Loan, and, if such date is not the
Due Date currently in effect, such Due Date; (viii) the stated maturity date;
(ix) the amount of the Monthly Payment as of the Cut-off Date; (x) the
paid-through date; (xi) the original principal amount of the Mortgage Loan;
(xii) the principal balance of the Mortgage Loan as of the close of business on
the Cut-off Date, after application of payments of principal due on or before
the Cut-off Date, whether or not collected, and after deduction of any payments
collected of scheduled principal due after the Cut-off Date; (xiii) a code
indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; (xv) the Appraised Value; (xvi) the first Rate Adjustment
Date; (xvii) the Rate Ceiling; (xviii) the Periodic Cap; (xix) the Payment Cap,
if any; (xx) the Gross Margin; (xxi) the Index; (xxii) the closing date of such
Mortgage Loan; (xxiii) whether such Mortgage Loan is subject to a prepayment
premium; (xxiv) the Originator of such Mortgage Loan; and (xxv) the Servicer of
such Mortgage Loan as of the Cut-off Date. With respect to the Group 1 Mortgage
Loans and Crossed Loan Group Mortgage Loans in the aggregate, the Mortgage Loan
Schedule shall set forth the following information, as of the Cut-off Date: (i)
the number of Mortgage Loans; (ii) the current aggregate outstanding principal
balance of the Mortgage Loans; (iii) the weighted average Mortgage Interest Rate
of the Mortgage Loans; and (iv) the weighted average months to maturity of the
Mortgage Loans.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Cooperative Stock or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Deferred Interest: As to any Due Date and Loan Group 1, the
excess, if any, of the aggregate Deferred Interest on the Group 1 Mortgage Loans
since the preceding Due Date over the Principal Prepayment Amount.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by the
applicable Administrative Fee Rate for such Mortgage Loans.
Net Prepayment Amount: As to any Distribution Date and Loan Group 1,
the excess, if any, of (i) Principal Prepayment Amount over (ii) the aggregate
amount of Deferred Interest accrued on the Group 1 Mortgage Loans from the
previous Due Date to the Due Date related to such Distribution Date.
Net WAC: As to any Loan Group and any Distribution Date, the
weighted average of the Net Mortgage Interest Rates of the Mortgage Loans in
such Loan Group (based on Stated Principal Balances of the Mortgage Loans in
such Loan Group on the Due Date in the month preceding the month of such
Distribution Date).
Non-Supported Interest Shortfalls: As to any Distribution Date and
(i) Loan Group 1, the amount, if any, by which the aggregate of Prepayment
Interest Shortfalls Loan Group 1 exceeds Compensating Interest for Loan Group 1
for such Distribution Date and (ii) the Crossed Loan Groups, the amount, if any,
by which the aggregate of Prepayment Interest Shortfalls for the Crossed Loan
Groups exceeds Compensating Interest for the Crossed Loan Groups for such
Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the applicable Servicer will
not or, in the case of a proposed Advance, would not be ultimately recoverable
from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or
other recoveries in respect of the related Mortgage Loan.
Notional Amount: With respect to: (i) the Class 1-X-IO Component and
any date of determination, the Class 1-X-IO Notional Amount, (ii) the Class
1-BX-IO Component and any date of determination, the Class 1-BX-IO Notional
Amount and (iii) the Class 2-X Certificates and any date of determination, the
Class 2-X Notional Amount,.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Offered Certificates: The Senior Certificates and the Class 1-B-X,
Class 1-B-1, Class 1-B-2, Class 1-B-3, Class CB-1, Class CB-2 and Class CB-3
Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or the Master
Servicer, as the case may be, and delivered to the Trustee or the Securities
Administrator, as the case may be.
One-Year CMT Index: A rate per annum that is defined to be the
weekly average yield on United States Treasury Securities adjusted to a constant
maturity of one year, as made available by the Federal Reserve Board, published
in Federal Reserve Statistical Release H.15 (519) and most recently available as
of the date 45 days before the applicable Rate Adjustment Date.
One-Year LIBOR Index: A rate per annum that is defined to be the
average of interbank offered rates for one-year U.S. dollar-denominated deposits
in the London market, as published in The Wall Street Journal and most recently
available either (i) as of the first Business Day in the month preceding the
month of the applicable Rate Adjustment Date or (ii) up to the date 45 days
before the applicable Rate Adjustment Date.
One-Year MTA Index: A rate per annum that is defined to be the 12
month average monthly yield of U.S. Treasury securities adjusted to a constant
maturity of one year, as made available by the Federal Reserve Board, published
in Federal Reserve Statistical Release H.15 (519).
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee if such opinion is delivered to the Trustee, or acceptable to the
Securities Administrator if such opinion is delivered to the Securities
Administrator, who may be counsel for the Depositor or the Master Servicer,
except that any opinion of counsel relating to the qualification of the Trust
Estate as four REMICs or compliance with the REMIC Provisions must be an opinion
of Independent counsel.
Original Fractional Interest: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class 1-B-X 10.90%
Class 1-B-1 7.25%
Class 1-B-2 4.70%
Class 1-B-3 3.20%
Class 1-B-4 1.80%
Class 1-B-5 0.75%
Class 1-B-6 0.00%
Class CB-1 2.90%
Class CB-2 1.90%
Class CB-3 1.30%
Class CB-4 0.75%
Class CB-5 0.30%
Class CB-6 0.00%
Original Subordinate Certificate Balance: $26,179,063.00 for the
Class 1-B Certificates and $47,640,819.00 for the Class CB Certificates.
Originator: For each Mortgage Loan, the Person listed on the
Mortgage Loan Schedule as the originator.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due Date and which
was not purchased from the Trust prior to such Due Date pursuant to Sections
2.02 or 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As to each Class of interest-bearing Certificates
and each Component, the per annum rate set forth or described in the Preliminary
Statement.
Paying Agent: As defined in Section 9.13.
Payment Cap: For each Group 1 Mortgage Loan, the applicable limit on
adjustment of the Monthly Payment, subject to certain exceptions, for each Rate
Adjustment Date specified in the applicable Mortgage Note and designated as such
in the Mortgage Loan Schedule.
Percentage Interest: As to any Certificate (other than a Component),
the percentage obtained by dividing the initial Certificate Balance (or initial
Notional Amount) of such Certificate by the Initial Class Certificate Balance
(or Initial Notional Amount) of the Class of which such Certificate is a part.
As to each Component Certificate, the percentage obtained by dividing the
initial notional amount of the Interest Only Component of such Certificate by
the aggregate initial notional amount of the Interest Only Component of such
class.
Periodic Advance: With respect to each Servicer, shall have the
meaning given to term "Monthly Advance" in the applicable Servicing Agreement.
Periodic Cap: For each Crossed Loan Group Mortgage Loan, the
applicable limit on adjustment of the Mortgage Interest Rate for each Rate
Adjustment Date specified in the applicable Mortgage Note and designated as such
in the Mortgage Loan Schedule.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States, FHLMC, FNMA or any agency or instrumentality of the United
States when such obligations are backed by the full faith and credit of
the United States; provided that such obligations of FHLMC or FNMA shall
be limited to senior debt obligations and mortgage participation
certificates other than investments in mortgage-backed or mortgage
participation securities with yields evidencing extreme sensitivity to the
rate of principal payments on the underlying mortgages, which shall not
constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof with
a corporation incorporated under the laws of the United States or any
state thereof rated not lower than "P1" by Xxxxx'x 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 "P1" by Xxxxx'x 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 "P1" by Xxxxx'x
and "A-1+" by S&P;
(v) investments in money market funds (including funds of the
Securities Administrator or its affiliates, or funds for which an
affiliate of the Securities Administrator acts as advisor, as well as
funds for which the Securities Administrator and its affiliates may
receive compensation) rated either "Aaa" by Xxxxx'x and "AAAm G" by S&P or
otherwise approved in writing by each Rating Agency; and
(vi) other obligations or securities that are acceptable to each
Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
Master Servicer or Securities Administrator, as the case may be, will not
affect the qualification of the Trust Estate as four REMICs;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States,
or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C), (v) a Person with respect to whom the income on a
Residual Certificate is allocable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such Person or
any other U.S. Person, and (vi) any other Person so designated by the Master
Servicer based on an Opinion of Counsel to the effect that any transfer to such
Person may cause the Trust or any other Holder of a Residual Certificate to
incur tax liability that would not be imposed other than on account of such
transfer. The terms "United States," "State" and "international organization"
shall have the meanings set forth in Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Physical Certificates: The Class 1-A-R, Class 1-B-4, Class 1-B-5,
Class 1-B-6, Class CB-4, Class CB-5 and Class CB-6 Certificates.
Plan: As defined in Section 6.02(e).
Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any Monthly Payment on a Mortgage Loan in such Loan Group and the
principal portion of any Monthly Payment on a Mortgage Loan in such Loan Group
due on the Due Date in the month in which such Distribution Date occurs and
which is received prior to the related Determination Date after taking into
account reductions in respect of Deferred Interest on the Group 1 Mortgage Loans
and (B) all Periodic Advances made by a Servicer (or the Master Servicer) in
respect of such Loan Group and payments of Compensating Interest allocable to
such Loan Group made by the applicable Servicer in respect of such Loan Group
and such Distribution Date deposited to the Master Servicer Custodial Account
pursuant to Section 3.09(c)(vi); (ii) all Liquidation Proceeds received on the
Mortgage Loans in such Loan Group during the preceding calendar month and
deposited to the Master Servicer Custodial Account pursuant to Section
3.09(c)(iii); (iii) all Principal Prepayments received on the Mortgage Loans in
such Loan Group during the month preceding the month of such Distribution Date
and deposited to the Master Servicer Custodial Account pursuant to Section
3.09(c)(i) during such period; (iv) in connection with any Mortgage Loans that
are Defective Mortgage Loans in such Loan Group, the aggregate of the Purchase
Prices and Substitution Adjustment Amounts remitted on the related Remittance
Date pursuant to Section 3.09(c)(vii); (v) any other amounts in the Master
Servicer Custodial Account deposited therein pursuant to Section 3.09(c)(iv),
(v) and (viii) in respect of such Distribution Date and such Loan Group; (vi)
any Reimbursement Amount required to be included pursuant to Section 5.02(a);
and (vii) any Recovery with respect to such Distribution Date over (b) any
amounts permitted to be withdrawn from the Master Servicer Custodial Account
pursuant to clauses (i) through (viii), inclusive, of Section 3.11(a) in respect
of such Loan Group.
Pool Stated Principal Balance: As to any Distribution Date and Loan
Group, the aggregate Stated Principal Balance of all Mortgage Loans in such Loan
Group that were Outstanding Mortgage Loans immediately following the Due Date in
the month preceding the month in which such Distribution Date occurs.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the Prior
Period, the amount, if any, by which one month's interest at the related
Mortgage Interest Rate (net of the Servicing Fee Rate) on such Principal
Prepayment exceeds the amount of interest paid in connection with such Principal
Prepayment.
Primary Mortgage Insurance Policy: Each policy of primary mortgage
guaranty insurance or any replacement policy therefor with respect to any
Mortgage Loan, in each case issued by an insurer acceptable to FNMA or FHLMC.
Principal Amount: As to any Distribution Date and Loan Group, the
sum of (i) the sum of (a) the principal portion of each Monthly Payment due on
each Mortgage Loan in such Loan Group on the related Due Date, (b) the Stated
Principal Balance, as of the date of repurchase, of (i) each Mortgage Loan in
such Loan Group that was repurchased by a Servicer pursuant to the applicable
Servicing Agreement as of such Distribution Date, (ii) any Mortgage Loan
repurchased by the Seller pursuant to the Mortgage Loan Purchase Agreement or a
Purchase Obligation as of such Distribution Date, (iii) any Mortgage Loan
repurchased by the Depositor pursuant to a Purchase Obligation as of such
Distribution Date or (iv) any Mortgage Loan purchased pursuant to Section 10.01
hereof, (c) any Substitution Adjustment Amount in connection with a Defective
Mortgage Loan in such Loan Group received during the Prior Period, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans in
such Loan Group that are not yet Liquidated Mortgage Loans received by a
Servicer during the Prior Period, (e) with respect to each Mortgage Loan in such
Loan Group that became a Liquidated Mortgage Loan during the Prior Period, the
amount of Liquidation Proceeds (excluding Excess Proceeds) allocable to
principal received by a Servicer with respect to such Mortgage Loan during such
Prior Period and (f) all Net Prepayment Amounts (in the case of the Loan Group
1) or all Principal Prepayments (in the case of the Crossed Loan Groups) on the
Mortgage Loans in such Loan Group received by a Servicer during the Prior Period
and (ii) any Recovery related to such Loan Group for such Distribution Date.
Principal and Interest Component: Either of the Class 1-X-PI or
Class 1-BX-PI Component.
Principal Prepayment: With respect to each Mortgage Loan, any
payment or other recovery of principal on a Mortgage Loan (other than
Liquidation Proceeds) which is received in advance of its scheduled Due Date and
is not accompanied by an amount of interest representing scheduled interest due
on any date or dates in any month or months subsequent to the month of
prepayment.
Principal Prepayment Amount: As to any Distribution Date and Loan
Group 1, the sum of all Principal Prepayments on the Group 1 Mortgage Loans
received during the Prior Period.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Prior Period: With respect to any Distribution Date, the calendar
month immediately preceding the month of such Distribution Date.
Private Certificates: The Class 1-B-4, Class 1-B-5, Class 1-B-6,
Class CB-4, Class CB-5 and Class CB-6 Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates, the portion of the Subordinate Principal Distribution
Amounts allocable to such Class, equal to the sum of (i) the product of the
amounts determined in accordance with clause (i) of the Subordinate Principal
Distribution Amounts and a fraction, the numerator of which is the related Class
Certificate Balance thereof and the denominator of which is the aggregate Class
Certificate Balance of the Subordinate Certificates and (ii) if such class is
not a Restricted Class, the product of the amounts determined in accordance with
clause (ii) of the Subordinate Principal Distribution Amounts for such
Distribution Date and a fraction, the numerator of which is the related Class
Certificate Balance thereof and the denominator of which is the aggregate Class
Certificate Balance of the Subordinate Certificates that are not Restricted
Classes. The Pro Rata Share of a Restricted Class shall be 0% with respect to
clause (ii) hereof.
Purchase Obligation: An obligation of the Seller or the Depositor to
purchase Mortgage Loans under the circumstances and in the manner provided in
Section 2.02 or 2.04.
Purchase Price: With respect to each Mortgage Loan that was a
Defective Mortgage Loan repurchased on any date pursuant to Sections 2.02 or
2.04, an amount equal to the sum of (i) the Stated Principal Balance of the
Mortgage Loan, (ii) interest on such Stated Principal Balance at the Mortgage
Interest Rate from the date on which interest has last been paid and distributed
through the last day of the month in which such repurchase takes place and (iii)
any costs and damages incurred by the Trust in connection with any violation by
such repurchased Mortgage Loan of any predatory or abusive lending law, less (x)
amounts received or advanced in respect of such repurchased Mortgage Loan which
are being held in the applicable Servicer Custodial Account for distribution in
the month of repurchase and (y) if the Person repurchasing such Mortgage Loan is
servicing such Mortgage Loan under the related Servicing Agreement, the
Servicing Fee for such Mortgage Loan.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date on
which an adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes
effective under the related Mortgage Note.
Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted
under the related Mortgage Note and indicated on the Mortgage Loan Schedule.
Rate Determination Date: As to any Class of LIBOR Certificates, the
second LIBOR Business Day prior to the beginning of the applicable Interest
Accrual Period for such Class and such Distribution Date.
Rating Agency: Each of Xxxxx'x and S&P. If either such organization
or a successor is no longer in existence, "Rating Agency" shall be such
nationally recognized statistical rating organization, or other comparable
Person, as is designated by the Depositor, notice of which designation shall be
given to the Trustee, the Master Servicer and the Securities Administrator.
References herein to a given rating or rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Recognition Agreement: With respect to a Cooperative Loan, the
recognition agreement between the Cooperative and the originator of such
Cooperative Loan.
Record Date: With respect to each Certificate (other than the Class
1-A-1, Class 1-A-2, Class 1-A-3, Class 1-B-1, Class 1-B-2 and Class
1-B-3 Certificates), the last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the related
Distribution Date. With respect to each Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-B-1, Class 1-B-2 and Class 1-B-3 Certificate, the Business Day
immediately preceding each Distribution Date; provided, however, that if any
such Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-B-1, Class 1-B-2 or Class
1-B-3 Certificate becomes a Definitive Certificate, the Record Date for such
Certificate shall be the last business day of the month immediately preceding
the month in which the related Distribution Date occurs.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage Loan.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Reimbursement Amount: As defined in Section 2.02.
Related Group: For Loan Group 1, Group 1 and the Class 1-B
Certificates; 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
the Crossed Loan Groups, Group 2, Group 3, Group 4, Group 5 and Group 6 and the
Class CB Certificates.
Related Interest Only Component: For the Class 1-X-PI Component, the
Class 1-X-IO Component; and for the Class 1-BX-PI Component, the Class 1-BX-IO
Component.
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; and for Group 6, Loan Group 6.
Related Principal and Interest Component: For the Class 1-X-IO
Component, the Class 1-X-PI Component; and for the Class 1-BX-IO Component, the
Class 1-BX-PI Component.
Relief Act: The Servicemembers Civil Relief Act.
Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act or comparable state legislation, the amount,
if any, by which (i) interest collectible on such Mortgage Loan for the most
recently ended calendar month is less than (ii) interest accrued pursuant to the
terms of the Mortgage Note on the same principal amount and for the same period
as the interest collectible on such Mortgage Loan for the most recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity date"
of the Regular Certificates and Components as that term is defined in Section
2.07.
REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time, as well as provisions of applicable state laws.
Remittance Date: The 18th day of each month beginning in September
2005 (or, if such day is not a Business Day, the preceding Business Day).
REO Disposition Period: As defined in Section 3.15.
REO Proceeds: Proceeds, net of any related expenses of a Servicer
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by a Servicer servicing
the related Mortgage Loan on behalf of the Trust through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.
Request for Release: The Request for Release submitted by a Servicer
to the Trustee substantially in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.
Reserve Funds: Any of the Class 1-A-1 Reserve Fund, the Class 1-A-2
Reserve Fund, the Class 1-A-3 Reserve Fund, the Class 1-B-1 Reserve Fund, the
Class 1-B-2 Reserve Fund or the Class 1-B-3 Reserve Fund.
Residual Certificate: The Class 1-A-R Certificate.
Responsible Officer: When used with respect to the Trustee or the
Securities Administrator, any officer of the Corporate Trust Department of the
Trustee or the Securities Administrator, as applicable, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee or Securities Administrator, as applicable, customarily performing
functions similar to those performed by any of the above designated officers and
having responsibility for the administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor thereto.
Securities Administrator: Xxxxx Fargo Bank, N.A., and its
successors-in-interest and, if a successor securities administrator is appointed
hereunder, such successor, as securities administrator.
Security Agreement: With respect to a Cooperative Loan, the
agreement or mortgage creating a security interest in favor of the originator of
the Cooperative Loan in the related Cooperative Stock.
Seller: Bank of America, National Association, a national banking
association, or its successor in interest, as seller of the Mortgage Loans under
the Mortgage Loan Purchase Agreement.
Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-R, Class 1-X, Class 2-A-1, Class 2-A-2, Class 2-X, Class 3-A-1, Class
3-A-2, Class 4-A-1, Class 4-A-2, Class 5-A-1, Class 5-A-2, Class 6-A-1 and Class
6-A-2 Certificates.
Senior Credit Support Depletion Date: As to Group 1, the date on
which the aggregate Class Certificate Balance of the Class 1-B Certificates is
reduced to zero, and as to each of the Crossed Groups, the date on which the
aggregate Class Certificate Balance of the Class CB Certificates is reduced to
zero.
Senior Percentage: With respect to any Distribution Date and Loan
Group, the percentage, carried to six places rounded up, obtained by dividing
(i) the aggregate Class Certificate Balance of the Senior Certificates of the
Related Group immediately prior to such Distribution Date, by (ii) the Pool
Stated Principal Balance of such Loan Group for such Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and Loan
Group 1 during the ten years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for Loan Group 1 and for any Distribution Date
occurring on or after the tenth anniversary of the first Distribution Date will,
except as provided herein, be as follows: for any Distribution Date in the first
year thereafter, the Senior Percentage for Loan Group 1 plus 70% of the
Subordinate Percentage for Loan Group 1 for such Distribution Date; for any
Distribution Date in the second year thereafter, the Senior Percentage for Loan
Group 1 plus 60% of the Subordinate Percentage for Loan Group 1 for such
Distribution Date; for any Distribution Date in the third year thereafter, the
Senior Percentage for Loan Group 1 plus 40% of the Subordinate Percentage for
Loan Group 1 for such Distribution Date; for any Distribution Date in the fourth
year thereafter, the Senior Percentage for Loan Group 1 plus 20% of the
Subordinate Percentage for Loan Group 1 for such Distribution Date; and for any
Distribution Date in the fifth or later years thereafter, the Senior Percentage
for Loan Group 1 for such Distribution Date unless (i) on any of the foregoing
Distribution Dates the Senior Percentage for Loan Group 1 exceeds the initial
Senior Percentage for Loan Group 1, in which case the Senior Prepayment
Percentage for Loan Group for such Distribution Date will once again equal 100%,
(ii) on any Distribution Date before the Distribution Date occurring in
September 2008, the Loan Group 1 Subordinate Percentage for such Distribution
Date is greater than or equal to twice the initial Loan Group 1 Subordinate
Percentage, in which case the Senior Prepayment Percentage for Loan Group 1 for
such Distribution Date will equal the Senior Percentage for Loan Group 1 plus
50% of the Subordinate Percentage for Loan Group 1, or (iii) on any Distribution
Date occurring on or after the Distribution Date in September 2008, the Loan
Group 1 Subordinate Percentage for such Distribution Date is greater than or
equal to twice the initial Loan Group 1 Subordinate Percentage, in which case
the Senior Prepayment Percentage for Loan Group 1 for such Distribution Date
will equal the Senior Percentage for Loan Group 1. Notwithstanding the
foregoing, no decrease in the share of the Loan Group 1 Subordinate Percentage
(for calculating the Senior Prepayment Percentage for Loan Group 1) will occur
and the Senior Prepayment Percentage for Loan Group 1 shall be calculated
without regard to clause (ii) or (iii) in the preceding sentence unless both of
the Senior Step Down Conditions for Loan Group 1 are satisfied.
For any Distribution Date and Crossed Loan Group during the seven
years beginning on the first Distribution Date, 100%. The Senior Prepayment
Percentage for any Crossed Loan Group and for any Distribution Date occurring on
or after the seventh anniversary of the first Distribution Date will, except as
provided herein, be as follows: for any Distribution Date in the first year
thereafter, the Senior Percentage for such Crossed Loan Group plus 70% of the
Subordinate Percentage for such Crossed Loan Group for such Distribution Date;
for any Distribution Date in the second year thereafter, the Senior Percentage
for such Crossed Loan Group plus 60% of the Subordinate Percentage for such
Crossed Loan Group for such Distribution Date; for any Distribution Date in the
third year thereafter, the Senior Percentage for such Crossed Loan Group plus
40% of the Subordinate Percentage for such Loan Group for such Distribution
Date; for any Distribution Date in the fourth year thereafter, the Senior
Percentage for such Crossed Loan Group plus 20% of the Subordinate Percentage
for such Crossed Loan Group for such Distribution Date; and for any Distribution
Date in the fifth or later years thereafter, the Senior Percentage for such
Crossed Loan Group for such Distribution Date unless (i) on any of the foregoing
Distribution Dates the Crossed Loan Group Senior Percentage exceeds the initial
Crossed Loan Group Senior Percentage, in which case the Senior Prepayment
Percentage for each Crossed Loan Group for such Distribution Date will once
again equal 100%, (ii) on any Distribution Date before the Distribution Date
occurring in September 2008, the Crossed Loan Group Subordinate Percentage for
such Distribution Date is greater than or equal to twice the initial Crossed
Loan Group Subordinate Percentage, in which case the Senior Prepayment
Percentage for each Loan Group for such Distribution Date will equal the Senior
Percentage for such Crossed Loan Group plus 50% of the Subordinate Percentage
for such Crossed Loan Group, or (iii) on any Distribution Date occurring on or
after the Distribution Date in September 2008, the Crossed Loan Group
Subordinate Percentage for such Distribution Date is greater than or equal to
twice the initial Crossed Loan Group Subordinate Percentage, in which case the
Senior Prepayment Percentage for each Crossed Loan Group for such Distribution
Date will equal the Senior Percentage for such Crossed Loan Group.
Notwithstanding the foregoing, no decrease in the share of the applicable
Crossed Loan Group Subordinate Percentage (for calculating the applicable Senior
Prepayment Percentage for any Crossed Loan Group) will occur and the Senior
Prepayment Percentage for all Crossed Loan Groups shall be calculated without
regard to clause (ii) or (iii) in the preceding sentence unless both of the
Senior Step Down Conditions for the Crossed Loan Groups are satisfied.
Senior Principal Distribution Amount: As to any Distribution Date
and Loan Group, the sum of (i) the Senior Percentage for such Loan Group of the
amounts described in clauses (i)(a) through (d) of the definition of "Principal
Amount" for such Distribution Date and Loan Group and (ii) the Senior Prepayment
Percentage for such Loan Group of the amounts described in clauses (i)(e) and
(f) and the amount described in clause (ii) of the definition of "Principal
Amount" for such Distribution Date and Loan Group.
Senior Step Down Conditions: As of any Distribution Date as to which
any decrease in the Senior Prepayment Percentage for Loan Group 1 applies, (i)
the outstanding principal balance of all Group 1 Mortgage Loans (including, for
this purpose, any Group 1 Mortgage Loans in foreclosure, any REO Property and
any Group 1 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 1-B Certificates, is not equal to or greater than 50% or (ii) cumulative
Realized Losses with respect to the Group 1 Mortgage Loans as of the applicable
Distribution Date do not exceed the percentages of the related Original
Subordinate Certificate Balance set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
--------------------------- -------------------
September 2005 through August 2015 20%
September 2015 through August 2016 30%
September 2016 through August 2017 35%
September 2017 through August 2018 40%
September 2018 through August 2019 45%
September 2019 and thereafter 50%
As of any Distribution Date as to which any decrease in the Senior
Prepayment Percentage for any Crossed Loan Group applies, (i) the outstanding
principal balance of all Mortgage Loans in the Crossed Loan Groups (including,
for this purpose, any Mortgage Loans in such Crossed Loan Groups in foreclosure,
any REO Property and any Mortgage Loan in such Crossed Loan Groups for which the
Mortgagor has filed for bankruptcy after the Closing Date) delinquent 60 days or
more (averaged over the preceding six month period), as a percentage of the
aggregate Class Certificate Balance of the Class CB Certificates, is not equal
to or greater than 50% or (ii) cumulative Realized Losses with respect to the
Mortgage Loans in the Crossed Loan Groups as of the applicable Distribution Date
do not exceed the percentages of the related Original Subordinate Certificate
Balance set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
--------------------------- -------------------
September 2005 through August 2012 20%
September 2012 through August 2013 30%
September 2013 through August 2014 35%
September 2014 through August 2015 40%
September 2015 through August 2016 45%
September 2016 and thereafter 50%
Servicer: Either of BANA or Countrywide Home Loans Servicing LP,
each in their capacity as servicer of the Mortgage Loans, or any successor
servicer appointed as herein provided.
Servicer Custodial Accounts: The separate accounts created and
maintained by each of the Servicers pursuant to the applicable Servicing
Agreement.
Servicing Advance: With respect to each Servicer, shall have the
meaning given to the term "Servicing Advances" in the applicable Servicing
Agreement.
Servicing Agreements: Either of the BANA Servicing Agreement or
Countrywide Servicing Agreement.
Servicing Fee: With respect to each Servicer, as defined in the
applicable Servicing Agreement.
Servicing Fee Rate: With respect to each Servicer, as defined in the
applicable Servicing Agreement.
Servicing Officer: With respect to each Servicer, as defined in the
related Servicing Agreement.
Similar Law: As defined in Section 6.02(e).
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, plus any Deferred Interest.
Subordinate Certificates: The Class 1-B and Class CB Certificates.
Subordinate Percentage: As of any Distribution Date and Loan Group,
100% minus the Senior Percentage for such Loan Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and
Loan Group, 100% minus the Senior Prepayment Percentage for such Loan Group and
such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the sum of (i) the
Subordinate Percentage for such Loan Group of the amounts described in clauses
(i)(a) through (d) of the definition of "Principal Amount" for such Distribution
Date and Loan Group and (ii) the Subordinate Prepayment Percentage for such Loan
Group of the amounts described in clauses (i)(e) and (f) and the amount
described in clause (ii) of the definition of "Principal Amount" for such
Distribution Date and Loan Group.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the date of such substitution (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Monthly Payment due in the month of substitution, not in excess of the Stated
Principal Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage
Interest Rate not less than, and not more than 2% greater than that of the
Defective Mortgage Loan; (iii) be of the same type as the Defective Mortgage
Loan; (iv) have a Loan-to-Value Ratio not higher than that of the Defective
Mortgage Loan; (v) have a credit score not less than that of the Defective
Mortgage Loan; (vi) have a Gross Margin not less than that of the Defective
Mortgage Loan; (vii) have a credit grade not lower in quality than that of the
Defective Mortgage Loan; (viii) have a remaining term to maturity not greater
than (and not more than one year less than) that of the Defective Mortgage Loan;
(ix) have the same lien priority as the Defective Mortgage Loan; (x) have the
same Index as the Defective Mortgage Loan; and (xi) comply with each Mortgage
Loan representation and warranty set forth in this Agreement and the Mortgage
Loan Purchase Agreement or the Servicing Agreements. More than one Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if such
Substitute Mortgage Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Telerate Page 3750: As defined in Section 5.09 hereof.
Termination Date: As defined in Section 10.01 hereof.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement, which shall be named
"Banc of America Funding 2005-F Trust."
Trust Estate: The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to a portion of which four REMIC elections are to be made, such
entire Trust Estate consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof, (ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee's rights with respect to the Mortgage Loans under all
insurance policies required to be maintained pursuant to this Agreement and any
proceeds thereof; (iv) the Depositor's rights under the Servicing Agreements and
the Mortgage Loan Purchase Agreement (including any security interest created
thereby); (v) the Securities Administrator's rights under the Yield Maintenance
Agreements and (vi) the Servicer Custodial Accounts, the Master Servicer
Custodial Account, the Reserve Funds and the Distribution Account and such
assets that are deposited therein from time to time and any investments thereof,
together with any and all income, proceeds and payments with respect thereto.
Trustee: Wachovia Bank, National Association, and its
successors-in-interest and, if a successor trustee is appointed hereunder, such
successor, as trustee.
Uncertificated Lower-Tier Interests: The 1-B Uncertificated
Lower-Tier Interest and the CB Uncertificated Lower-Tier Interests.
Uncertificated Middle-Tier Interests: The Class 1-A-M1 Interest,
Class 1-A-M2 Interest, Class 1-A-M3 Interest, Class 1-A-MX Interest, Class
1-B-MX Interest, Class 1-A-MUR Interest, Class 2-A-M1 Interest, Class 3-A-M1
Interest, Class 4-A-M1 Interest, Class 5-A-M1 Interest, Class 6-A-M1 Interest,
Class 1-BM1 Interest, Class 1-BM2 Interest, Class 1-BM3 Interest, Class 1-BM4
Interest, Class 1-BM5 Interest, Class 1-BM6 Interest, Class CB-M1 Interest,
Class CB-M2 Interest, Class CB-M3 Interest, Class CB-M4 Interest, Class CB-M5
Interest and Class CB-M6 Interest.
Uninsured Cause: Any cause of damage to a Mortgaged Property, the
cost of the complete restoration of which is not fully reimbursable under the
hazard insurance policies required to be maintained pursuant to Section 3.12.
Unscheduled Principal Amount: As to any Distribution Date and Loan
Group, the sum of the amounts described in clauses (e) and (f) of the definition
of "Principal Amount."
Upper-Tier Certificate: Any one of the Senior Certificates and the
Subordinate Certificates.
Upper-Tier Certificate Sub-Account: The sub-account of the
Distribution Account designated by the Securities Administrator pursuant to
Section 3.09(g).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Middle-Tier REMIC Interests and
such amounts as shall from time to time be deemed held in the Upper-Tier
Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holder of
the Residual Certificate, (b) 1% of all Voting Rights shall be allocated to the
Holders of the Class 1-X Certificates, (c) 1% of all Voting Rights shall be
allocated to the Holders of the Class 1-B-X Certificates, (d) 1% of all Voting
Rights shall be allocated to the Holders of the Class 2-X Certificates, and (e)
the remaining Voting Rights shall be allocated among Holders of the remaining
Classes of Certificates in proportion to the Certificate Balances of their
respective Certificates on such date.
Yield Maintenance Agreements: Any of the Class 0-X-0 Xxxxx
Xxxxxxxxxxx Agreement, the Class 0-X-0 Xxxxx Xxxxxxxxxxx Agreement, the Class
1-A-3 Yield Maintenance Agreement, the Class 1-B-1 Yield Maintenance Agreement,
the Class 1-B-2 Yield Maintenance Agreement or the Class 1-B-3 Yield Maintenance
Agreement.
Yield Maintenance Agreement Provider: Bank of America, National
Association and any successor thereto.
Section 1.02 Calculations. All dollar amounts calculated hereunder
shall be rounded to the nearest 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), the Depositor's
rights under the Mortgage Loan Purchase Agreement, including the rights of the
Depositor as assignee of the Seller with respect to the Seller's rights under
the Servicing Agreements, and the Depositor's rights under the BANA Servicing
Agreement. The foregoing sale, transfer, assignment and set over does not and is
not intended to result in a creation of an assumption by the Trustee of any
obligation of the Depositor or any other Person in connection with the Mortgage
Loans or any agreement or instrument relating thereto, except as specifically
set forth herein. It is agreed and understood by the parties hereto that it is
not intended that any mortgage loan be included in the Trust that is a
"High-Cost Home Loan" as defined in any of (i) the New Jersey Home Ownership Act
effective November 27, 2003, (ii) the New Mexico Home Loan Protection Act
effective January 1, 2004, (iii) the Massachusetts Predatory Home Loan Practices
Act effective November 7, 2004 or (iv) the Indiana Home Loan Practices Act,
effective January 1, 2005.
(b) In connection with such transfer and assignment, the Depositor
has delivered or caused to be delivered to the Trustee for the benefit of the
Certificateholders, the following documents or instruments with respect to each
Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of Wachovia Bank,
National Association, as trustee for holders of Banc of America Funding
Corporation Mortgage Pass-Through Certificates, Series 2005-F, without
recourse," with all necessary intervening endorsements showing a complete
chain of endorsement from the originator to the Trustee (each such
endorsement being sufficient to transfer all right, title and interest of
the party so endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note) and, in the case of any Mortgage Loan originated in the
State of New York documented by a NYCEMA, the NYCEMA, the new Mortgage
Note, if applicable, the consolidated Mortgage Note and the consolidated
Mortgage;
(ii) except as provided below, the original recorded Mortgage with
evidence of a recording thereon, or if any such Mortgage has not been
returned from the applicable recording office or has been lost, or if such
public recording office retains the original recorded Mortgage, a copy of
such Mortgage certified by the applicable Servicer (which may be part of a
blanket certification) as being a true and correct copy of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "Wachovia Bank, National Association,
as trustee for the holders of Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2005-F" (which may be included in a
blanket assignment or assignments), together with, except as provided
below, originals of all interim recorded assignments of such mortgage or a
copy of such interim assignment certified by the applicable Servicer
(which may be part of a blanket certification) as being a true and
complete copy of the original recorded intervening assignments of Mortgage
(each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such Assignment of Mortgage may
exclude the information to be provided by the recording office; and
provided, further, if the related Mortgage has been recorded in the name
of Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no Assignment of Mortgage in favor of the Trustee shall be
required to be prepared or delivered and instead, the Master Servicer
shall enforce the obligations of the applicable Servicer to take all
actions as are necessary to cause the Trust to be shown as the owner of
the related Mortgage Loan on the records of MERS for purposes of the
system of recording transfers of beneficial ownership of mortgages
maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) any of (A) the original or duplicate original mortgagee title
insurance policy and all riders thereto; (B) a title search showing no
lien (other than standard exceptions) on the Mortgaged Property senior to
the lien of the Mortgage or (C) an opinion of counsel of the type
customarily rendered in the applicable jurisdiction in lieu of a title
insurance policy;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of
recording indicated thereon, or, if the lease is in the process of being
recorded, a photocopy of the lease, certified by an officer of the
respective prior owner of such Mortgage Loan or by the applicable title
insurance company, closing/settlement/escrow agent or company or closing
attorney to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Cooperative Stock, the
originals of the following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of recognition agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate
UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee with
evidence of recording thereon (or in a form suitable for
recordation).
provided, however, that on the Closing Date, with respect to item (iii), if an
Assignment of Mortgage is required to be recorded as set forth below, the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank rather than in the name of the Trustee and has caused the applicable
Servicer to retain the completed Assignment of Mortgage for recording as
described below, unless such Mortgage has been recorded in the name of MERS or
its designee. In addition, if the Depositor is unable to deliver or cause the
delivery of any original Mortgage Note due to the loss of such original Mortgage
Note, the Depositor may deliver a copy of such Mortgage Note, together with a
lost note affidavit, and shall thereby be deemed to have satisfied the document
delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy, if any (together with all riders thereto), satisfying
the requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy, if
any, has not been delivered to any of the related Servicer, the Seller or the
Depositor, as applicable, by the applicable title insurer in the case of clause
(v) above, the Depositor shall promptly deliver or cause to be delivered to the
Trustee 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
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, the applicable Servicer to the
Trustee. In the event that the original Mortgage is not delivered and in
connection with the payment in full of the related Mortgage Loan the public
recording office requires the presentation of a "lost instruments affidavit and
indemnity" or any equivalent document, because only a copy of the Mortgage can
be delivered with the instrument of satisfaction or reconveyance, the Depositor
or Master Servicer shall prepare, execute and deliver or cause to be prepared,
executed and delivered, on behalf of the Trust, such a document to the public
recording office.
With respect to each Mortgage Loan, as promptly as practicable
subsequent to such transfer and assignment, the Master Servicer shall (except
for any Mortgage which has been recorded in the name of MERS or its designee)
enforce the obligations of the related Servicer pursuant to the related
Servicing Agreement to (I) cause each Assignment of Mortgage to be in proper
form for recording in the appropriate public office for real property records
within the time period required in the applicable Servicing Agreement and (II)
at the Depositor's expense, cause to be delivered for recording in the
appropriate public office for real property records the Assignments of the
Mortgages to the Trustee, except that, with respect to any Assignment of a
Mortgage as to which the related Servicer has not received the information
required to prepare such assignment in recordable form, such Servicer's
obligation to do so and to deliver the same for such recording shall be as soon
as practicable after receipt of such information and in accordance with the
applicable Servicing Agreement.
No recording of an Assignment of Mortgage shall be required in a
state if either (i) the Depositor furnishes to the Trustee and the Securities
Administrator an unqualified Opinion of Counsel reasonably acceptable to the
Trustee and the Securities Administrator to the effect that recordation of such
assignment is not necessary under applicable state law to preserve the Trustee's
interest in the related Mortgage Loan against the claim of any subsequent
transferee of such Mortgage Loan or any successor to, or creditor of, the
Depositor or the originator of such Mortgage Loan or (ii) the recordation of an
Assignment of Mortgage in such state is not required by either Rating Agency in
order to obtain the initial ratings on the Certificates on the Closing Date. As
set forth on Exhibit L attached hereto is a list of all states where recordation
is required by either Rating Agency to obtain the initial ratings of the
Certificates. The Securities Administrator and the Trustee may rely and shall be
protected in relying upon the information contained in such Exhibit 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 Trustee, will cause the applicable Servicer to remit to the Master Servicer
for deposit in the Master Servicer Custodial Account the portion of such payment
that is required to be deposited in such account pursuant to Section 3.09(c).
The Securities Administrator is hereby directed to execute and
deliver, on behalf of the Trust, the Yield Maintenance Agreements.
Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it will hold the documents referred to in Section 2.01 and the other documents
delivered to it constituting the Mortgage Files, and that it will hold such
other assets as are included in the Trust Estate delivered to it, in trust for
the exclusive use and benefit of all present and future Certificateholders. Upon
execution and delivery of this document, the Trustee shall deliver to the
Depositor and the Master Servicer a certification in the form of 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 Trustee shall review the Mortgage Files in its possession, and shall deliver
to the Depositor and the Master Servicer a certification in the form of Exhibit
N hereto (the "Final Certification") to the effect that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule, except as may be specified in a list
of exceptions attached to such Final Certification, such Mortgage File contains
all of the items required to be delivered pursuant to Section 2.01(b). In
performing any such review, the Trustee may conclusively rely on the purported
genuineness of any such document and any signature thereon.
If, in the course of such review, the Trustee finds any document
constituting a part of a Mortgage File which does not meet the requirements of
Section 2.01 or is omitted from such Mortgage File or if the Depositor, the
Master Servicer, the Trustee or the Securities Administrator discovers a breach
by a Servicer or the Seller of any representation, warranty or covenant under
the Servicing Agreements or the Mortgage Loan Purchase Agreement in respect of
any Mortgage Loan and such breach materially adversely affects the interest of
the Certificateholders in the related Mortgage Loan (provided that any such
breach that causes the Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the code shall be deemed to materially and
adversely affect the interests of the Certificateholders), then such party shall
promptly so notify the Master Servicer, the Seller, such Servicer and the
Depositor of such failure to meet the requirements of Section 2.01 or of such
breach and request that the applicable Servicer or the Seller, as applicable,
deliver such missing documentation or cure such defect or breach within 90 days
of its discovery or its receipt of notice of any such failure to meet the
requirements of Section 2.01 or of such breach. If the Seller or the applicable
Servicer, as applicable, does not deliver such missing document or cure such
defect or breach in all material respects during such period, the Trustee shall
enforce the applicable Servicer's or Seller's obligation, as the case may be,
under the applicable Servicing Agreement or the Mortgage Loan Purchase
Agreement, as applicable, and cause the applicable Servicer or Seller, as
applicable, to either (a) solely in the case of the Seller, substitute for the
related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth below or (b)
purchase such Mortgage Loan from the Trust at the Purchase Price for such
Mortgage Loan; provided, however, that in no event shall such a substitution
occur more than two years from the Closing Date; provided, further, that such
substitution or repurchase must occur within 90 days of when such defect was
discovered if such defect will cause the Mortgage Loan not to be a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code.
In performing any such review, the Trustee may conclusively rely on
the purported genuineness of any such document and any signature thereon. It is
understood that the scope of the Trustee's review of the Mortgage Files is
limited solely to confirming that the documents listed in Section 2.01 have been
received and further confirming that any and all documents delivered pursuant to
Section 2.01 appear on their face to have been executed and relate to the
Mortgage Loans identified in the Mortgage Loan Schedule based solely upon the
review of items (i) and (xi) in the definition of Mortgage Loan Schedule. The
Trustee shall have no responsibility for determining whether any document is
valid and binding, whether the text of any assignment or endorsement is in
proper or recordable form, whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction, or whether a blanket
assignment is permitted in any applicable jurisdiction.
In the event of a discovery of a breach of any representation or
warranty of a Servicer or the Seller, the Trustee shall enforce the rights of
the Trust under the Servicing Agreements and the Mortgage Loan Purchase
Agreement for the benefit of the Certificateholders. In the event of a breach of
the representations or warranties with respect to the Mortgage Loans set forth
in a Servicing Agreement, the Trustee shall enforce the right of the Trust to be
indemnified for such breach of representation or warranty. In addition, if a
breach of a representation set forth in clauses (k) and (o) of paragraph 3 or
clauses (f) and (oo) of paragraph 4 of the Mortgage Loan Purchase Agreement
occurs as a result of a violation of an applicable predatory or abusive lending
law, the Trustee shall enforce the right of the Trust to reimbursement by the
Seller for all costs or damages incurred by the Trust as a result of the
violation of such law (such amount, the "Reimbursement Amount"), but, in the
case of a breach of a representation set forth in clauses (k) and (o) of
paragraph 3, only to the extent the applicable Servicer does not so reimburse
the Trust. It is understood and agreed that, except for any indemnification
provided in the Servicing Agreements and the payment of any Reimbursement
Amount, the obligation of a Servicer or the Seller to cure or to repurchase (or
substitute, in the case of the Seller) any Mortgage Loan as to which a document
is missing, a material defect in a constituent document exists or as to which
such a breach has occurred and is continuing shall constitute the sole remedy
against a Servicer or the Seller in respect of such omission, defect or breach
available to the Trustee on behalf of the Certificateholders.
It is understood and agreed that the representations and warranties
set forth in the Mortgage Loan Purchase Agreement shall survive delivery of the
Mortgage Files to the Trustee and shall inure to the benefit of the
Certificateholders notwithstanding any restrictive or qualified endorsement or
assignment. With respect to the representations and warranties set forth in the
Mortgage Loan Purchase Agreement that are made to the best of the Seller's
knowledge or as to which the Seller had no knowledge, if it is discovered by the
Depositor, the Master Servicer or the Trustee that the substance of such
representation or warranty is inaccurate and such inaccuracy materially and
adversely affects the interest of the Certificateholders in the related Mortgage
Loan then, notwithstanding the Seller's lack of knowledge with respect to the
substance of such representation or warranty being inaccurate as the time the
representation or warranty was made, such inaccuracy shall be deemed a breach of
the applicable representation or warranty.
The representations and warranties of each Servicer with respect to
the applicable Mortgage Loans in the related Servicing Agreement, which have
been assigned to the Trustee hereunder, were made as of the date specified in
such Servicing Agreement. To the extent that any fact, condition or event with
respect to a Mortgage Loan constitutes a breach of both (i) a representation or
warranty of a Servicer under the related Servicing Agreement and (ii) a
representation or warranty of the Seller under the Mortgage Loan Purchase
Agreement, the only right or remedy of the Trustee or of any Certificateholder
shall be the Trustee's right to enforce the obligations of the applicable
Servicer under any applicable representation or warranty made by it. The Trustee
acknowledges that the Seller shall have no obligation or liability with respect
to any breach of a representation or warranty made by it with respect to the
Mortgage Loans if the fact, condition or event constituting such breach also
constitutes a breach of a representation or warranty made by the applicable
Servicer in the applicable Servicing Agreement, without regard to whether such
Servicer fulfills its contractual obligations in respect of such representation
or warranty. The Trustee further acknowledges that the Depositor shall have no
obligation or liability with respect to any breach of any representation or
warranty with respect to the Mortgage Loans (except as set forth in Section
2.04) under any circumstances.
With respect to each Substitute Mortgage Loan the Seller shall
deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage
which has been recorded in the name of MERS or its designee), and such other
documents and agreements as are otherwise required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to any such
Substitute Mortgage Loan in the month of substitution shall not be part of the
Trust Estate. For the month of substitution, distributions to Certificateholders
will include the Monthly Payment due for such month on any Defective Mortgage
Loan for which the Seller has substituted a Substitute Mortgage Loan.
The Master Servicer shall amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of each Mortgage Loan
that has become a Defective Mortgage Loan and the substitution of the Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule to the Securities Administrator and the Trustee. Upon
such substitution, each Substitute Mortgage Loan shall be subject to the terms
of this Agreement in all respects, and the Seller shall be deemed to have made
to the Trustee with respect to such Substitute Mortgage Loan, as of the date of
substitution, the representations and warranties made pursuant to paragraph 4 of
the Mortgage Loan Purchase Agreement. Upon any such substitution and the deposit
to the Master Servicer Custodial Account of any required Substitution Adjustment
Amount (as described in the next paragraph) and receipt of a Request for
Release, the Trustee shall upon receipt of written notice from the Master
Servicer of such deposit, release the Mortgage File relating to such Defective
Mortgage Loan to the Seller and shall execute and deliver at the Seller's
direction such instruments of transfer or assignment prepared by the Seller, in
each case without recourse, as shall be necessary to vest title in the Seller,
or its designee, to the Trustee's interest in any Defective Mortgage Loan
substituted for pursuant to this Section 2.02.
For any month in which the Seller substitutes one or more Substitute
Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by
which the aggregate principal balance of all such Substitute Mortgage Loans in a
Loan Group as of the date of substitution is less than the aggregate Stated
Principal Balance of all such Defective Mortgage Loans in a Loan Group (after
application of the principal portion of the Monthly Payments due in the month of
substitution) (the "Substitution Adjustment Amount" for such Loan Group) plus an
amount equal to the aggregate of any unreimbursed Advances with respect to such
Defective Mortgage Loans shall be remitted to the Master Servicer Custodial
Account by the Seller on or before the Remittance Date for the Distribution Date
in the month succeeding the calendar month during which the related Mortgage
Loan is required to be purchased or replaced hereunder. The Purchase Price of
any repurchase and the Substitution Adjustment Amount, if any, shall be
deposited in the Master Servicer Custodial Account. The Master Servicer shall
give the Securities Administrator and Trustee written notice of such deposits.
The Trustee shall retain possession and custody of each Mortgage
File in accordance with and subject to the terms and conditions set forth
herein. The Master Servicer shall cause to be promptly delivered to the Trustee,
upon the execution or, in the case of documents requiring recording, receipt
thereof, the originals of such other documents or instruments constituting the
Mortgage File as come into the Master Servicer's possession from time to time.
The Trustee shall be under no duty or obligation (i) to inspect,
review or examine any such documents, instruments, certificates or other papers
to determine that they are genuine, enforceable, or appropriate for the
represented purpose or that they are other than what they purport to be on their
face or (ii) to determine whether any Mortgage File should include any of the
documents specified in Section 2.01(b)(iv), (vi), (vii), (viii) and (ix).
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer.
(a) The Master Servicer hereby makes the following representations
and warranties to the Depositor, the Securities Administrator and the Trustee,
as of the Closing Date:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted. The Master Servicer has power and
authority to execute and deliver this Agreement and to perform in
accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by the Master Servicer and the consummation of the
transactions contemplated hereby have been duly and validly authorized.
This Agreement, assuming due authorization, execution and delivery by the
other parties hereto, evidences the valid, binding and enforceable
obligation of the Master Servicer, subject to applicable law except as
enforceability may be limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (B) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law.
All requisite corporate action has been taken by the Master Servicer to
make this Agreement valid and binding upon the Master Servicer in
accordance with its terms.
(ii) No consent, approval, authorization or order is required for
the transactions contemplated by this Agreement from any court,
governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Master Servicer is required or, if required,
such consent, approval, authorization or order has been or will, prior to
the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Master Servicer
and will not result in the breach of any term or provision of the charter
or by-laws of the Master Servicer or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in
the acceleration of any obligation under, any agreement, indenture or loan
or credit agreement or other instrument to which the Master Servicer or
its property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Master Servicer or its
property is subject.
(iv) There is no action, suit, proceeding or investigation pending
or, to the best knowledge of the Master Servicer, threatened against the
Master Servicer which, either individually or in the aggregate, would
result in any material adverse change in the business, operations,
financial condition, properties or assets of the Master Servicer, or in
any material impairment of the right or ability of the Master Servicer to
carry on its business substantially as now conducted or which would draw
into question the validity of this Agreement or the Mortgage Loans or of
any action taken or to be taken in connection with the obligations of the
Master Servicer contemplated herein, or which would materially impair the
ability of the Master Servicer to perform under the terms of this
Agreement.
The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as to
the Mortgage Loans.
(a) The Depositor hereby represents and warrants to the Trustee with
respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of
the date hereof or such other date set forth herein that as of the Closing Date:
(i) Immediately prior to the transfer and assignment contemplated
herein, the Depositor was the sole owner and holder of the Mortgage Loans.
The Mortgage Loans were not assigned or pledged by the Depositor and the
Depositor had good and marketable title thereto, and the Depositor had
full right to transfer and sell the Mortgage Loans to the Trustee free and
clear of any encumbrance, participation interest, lien, equity, pledge,
claim or security interest and had full right and authority subject to no
interest or participation in, or agreement with any other party to sell or
otherwise transfer the Mortgage Loans.
(ii) As of the Closing Date, the Depositor has transferred all
right, title and interest in the Mortgage Loans to the Trustee on behalf
of the Trust.
(iii) As of the Closing Date, the Depositor has not transferred the
Mortgage Loans to the Trustee on behalf of the Trust with any intent to
hinder, delay or defraud an of its creditors.
It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee and shall inure to the benefit of the Trustee,
notwithstanding any restrictive or qualified endorsement or assignment.
Upon discovery by any of the Depositor, the Master Servicer, the
Securities Administrator or the Trustee that any of the representations and
warranties set forth in this Section 2.04 is not accurate (referred to herein as
a "breach") and that such breach materially and adversely affects the interests
of the Certificateholders in the related Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties; provided that
any such breach that causes the Mortgage Loan not to be a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code shall be deemed to
materially and adversely affect the interests of the Certificateholders. Within
90 days of its discovery or its receipt of notice of any such breach, the
Depositor shall cure such breach in all material respects or shall either (i)
repurchase the Mortgage Loan or any property acquired in respect thereof from
the Trustee at a price equal to the Purchase Price or (ii) if within two years
of the Closing Date, substitute for such Mortgage Loan in the manner described
in Section 2.02; provided that if the breach would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such repurchase or substitution must occur within 90 days from the date the
breach was discovered. The Purchase Price of any repurchase described in this
paragraph and the Substitution Adjustment Amount, if any shall be remitted to
the Master Servicer for deposit to the Master Servicer Custodial Account. It is
understood and agreed that, except with respect to the second preceding
sentence, the obligation of the Depositor to repurchase or substitute for any
Mortgage Loan or Mortgaged Property as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to Certificateholders, or to the Trustee on behalf of Certificateholders, and
such obligation shall survive until termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMICs. The Depositor
hereby designates the Classes of Senior Certificates (other than the Class 1-A-R
Certificate) and the Classes of Class B Certificates as "regular interests" and
the Class UR Interest as the single class of "residual interest" in the Upper
Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Depositor hereby further designates (i) the Class 1-L Interest
as the single class of "regular interest" and the Class LR-1B Interest as the
single class of "residual interest" in the 1-B Lower-Tier REMIC for the purposes
of Code Sections 860G(a)(1) and 860G(a)(2), respectively; (ii) the Class 2-L
Interest, Class 2-LS Interest, Class 3-L Interest, Class 3-LS Interest, Class
4-L Interest, Class 4-LS Interest, Class 5-L Interest, Class 5-LS Interest,
Class 6-L Interest and Class 6-LS Interest as classes of "regular interests" and
the Class XX-XX Interest as the single class of "residual interest" in the CB
Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively; and the Class 1-A-M1 Interest, Class 1-A-M2 Interest, Class 1-A-M3
Interest, Class 1-A-MX Interest, Class 1-B-MX Interest, Class 1-A-MUR Interest,
Class 2-A-M1 Interest, Class 3-A-M1 Interest, Class 4-A-M1 Interest, Class
5-A-M1 Interest, Class 6-A-M1 Interest, Class 1-BM1 Interest, Class 1-BM2
Interest, Class 1-BM3 Interest, Class 1-BM4 Interest, Class 1-BM5 Interest,
Class 1-BM6 Interest, Class CB-M1 Interest, Class CB-M2 Interest, Class CB-M3
Interest, Class CB-M4 Interest, Class CB-M5 Interest and Class CB-M6 Interest as
classes of "regular interests" and the Class MR Interest as the single class of
"residual interest" in the Middle-Tier REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of each REMIC within the meaning of Section
860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in each REMIC is September 20,
2035.
Section 2.08 Execution and Delivery of Certificates. The Securities
Administrator (i) acknowledges the issuance of and hereby declares that it holds
the Uncertificated Lower-Tier Interests on behalf of the Middle-Tier REMIC and
the Certificateholders and that it holds the Uncertificated Middle-Tier
Interests on behalf of the Upper-Tier REMIC and the Certificateholders and (ii)
has executed and delivered to or upon the order of the Depositor, in exchange
for the Mortgage Loans, the Uncertificated Lower-Tier Interests and the
Uncertificated Middle-Tier Interests, together with all other assets included in
the definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which, together with the Uncertificated
Lower-Tier Interests and the Uncertificated Middle-Tier Interests and the assets
of the Grantor Trust, evidence ownership of the entire Trust Estate.
ARTICLE III
ADMINISTRATION AND MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage Loans.For and on
behalf of the Certificateholders, the Master Servicer shall supervise, monitor
and oversee the obligations of the Servicers to service and administer their
respective Mortgage Loans in accordance with the terms of the applicable
Servicing Agreement and shall have full power and authority to do any and all
things which it may deem necessary or desirable in connection with such master
servicing and administration. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with this Agreement, subject to
the prior sentence, and with Customary Servicing Procedures. Furthermore, the
Master Servicer shall oversee and consult with each Servicer as necessary from
time-to-time to carry out the Master Servicer's obligations hereunder, shall
receive, review and evaluate all reports, information and other data provided to
the Master Servicer by each Servicer and shall cause each Servicer to perform
and observe the covenants, obligations and conditions to be performed or
observed by such Servicer under the applicable Servicing Agreement. The Master
Servicer shall independently and separately monitor each Servicer's servicing
activities with respect to each related Mortgage Loan, reconcile the results of
such monitoring with such information provided in the previous sentence on a
monthly basis and coordinate corrective adjustments to the Servicers' and the
Master Servicer's records, and based on such reconciled and corrected
information, prepare the Master Servicer's Certificate and any other information
and statements required hereunder. The Master Servicer shall reconcile the
results of its Mortgage Loan monitoring with the actual remittances of the
Servicers to the Master Servicer Custodial Account pursuant to the applicable
Servicing Agreements.
Continuously from the date hereof until the termination of the
Trust, the Master Servicer shall enforce the obligations of the Servicers to
collect all payments due under the terms and provisions of the Mortgage Loans
when the same shall become due and payable to the extent such procedures shall
be consistent with the applicable Servicing Agreement.
The relationship of the Master Servicer (and of any successor to the
Master Servicer as master servicer under this Agreement) to the Trustee and the
Securities Administrator under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.
Section 3.02 Monitoring of Servicers.(a) The Master Servicer shall
be responsible for reporting to the Trustee, the Securities Administrator and
the Depositor the compliance by each Servicer with its duties under the related
Servicing Agreement. In the review of each Servicer's activities, the Master
Servicer may rely upon an officer's certificate of the Servicer with regard to
such Servicer's compliance with the terms of its Servicing Agreement. In the
event that the Master Servicer, in its judgment, determines that a Servicer
should be terminated in accordance with its Servicing Agreement, or that a
notice should be sent pursuant to such Servicing Agreement with respect to the
occurrence of an event that, unless cured, would constitute grounds for such
termination, the Master Servicer shall notify the Depositor, the Securities
Administrator and the Trustee thereof and the Master Servicer shall issue such
notice or take such other action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Servicing Agreement, and shall, in the event that a Servicer fails to
perform its obligations in accordance with the related Servicing Agreement,
subject to the preceding paragraph, terminate the rights and obligations of such
Servicer thereunder and act as successor Servicer of the related Mortgage Loans
under the applicable Servicing Agreement or cause the Trustee to enter in to a
new Servicing Agreement with a successor Servicer selected by the Master
Servicer; provided, however, it is understood and acknowledged by the parties
hereto that there shall be a period of transition (not to exceed 90 days) before
the actual servicing functions can be fully transferred to such successor
Servicer. Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Servicing Agreements and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Master
Servicer and Trustee, as applicable, shall pay the costs of such enforcement at
its own expense, and shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Mortgage Loans or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party whom such enforcement is directed, provided that the Master Servicer and
the Trustee, as applicable, shall not be required to prosecute or defend any
legal action except to the extent that the Master Servicer or the Trustee, as
applicable, shall have received reasonable indemnity for its costs and expenses
in pursuing such action.
(c) To the extent that the costs and expenses of the Master Servicer
or the Trustee, as applicable, related to any termination of a Servicer,
appointment of a successor Servicer or the transfer and assumption of servicing
by the Master Servicer or the Trustee, as applicable, with respect to any
Servicing Agreement (including, without limitation, (i) all legal costs and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential termination of the Servicer as a result of an Event of Default
by such Servicer and (ii) all costs and expenses associated with the complete
transfer of servicing, including all servicing files and all servicing data and
the completion, correction or manipulation of such servicing data as may be
required by the successor Servicer to correct any errors or insufficiencies in
the servicing data or otherwise to enable the successor Servicer to service the
Mortgage Loans in accordance with the related Servicing Agreement) are not fully
and timely reimbursed by the terminated Servicer, the Master Servicer or the
Trustee, as applicable, shall be entitled to reimbursement of such costs and
expenses from the Master Servicer Custodial Account; provided that if such
Servicing Transfer Costs are ultimately reimbursed by the terminated Servicer,
then the Master Servicer or the Trustee, as applicable, shall remit such amounts
that are reimbursed by the terminated Servicer to the Master Servicer Custodial
Account.
(d) The Master Servicer shall require each Servicer to comply with
the remittance requirements and other obligations set forth in the related
Servicing Agreement.
(e) If the Master Servicer acts as Servicer, it will not assume
liability for the representations and warranties of the Servicer, if any, that
it replaces.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The
Master Servicer shall maintain, at its own expense, a blanket fidelity bond and
an errors and omissions insurance policy, with broad coverage on all officers,
employees or other persons involved in the performance of its obligations as
Master Servicer hereunder. These policies must insure the Master Servicer
against losses resulting from dishonest or fraudulent acts committed by the
Master Servicer's personnel, any employees of outside firms that provide data
processing services for the Master Servicer, and temporary contract employees or
student interns. No provision of this Section 3.03 requiring such fidelity bond
and errors and omissions insurance shall diminish or relieve the Master Servicer
from its duties and obligations as set forth in this Agreement. The minimum
coverage under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by FNMA in the FNMA Servicing Guide or by FHLMC
in the FHLMC Sellers' & Servicers' Guide, as amended or restated from time to
time, or in an amount as may be permitted to the Master Servicer by express
waiver of FNMA or FHLMC. In the event that any such policy or bond ceases to be
in effect, the Master Servicer shall obtain a comparable replacement policy or
bond from an insurer or issuer, meeting the requirements set forth above as of
the date of such replacement.
Section 3.04 Access to Certain Documentation.The Master Servicer
shall provide, and the Master Servicer shall cause each Servicer to provide in
accordance with the related Servicing Agreement, to the OCC, the OTS, the FDIC
and to comparable regulatory authorities supervising Holders of Certificates and
the examiners and supervisory agents of the OCC, the OTS, the FDIC and such
other authorities, access to the documentation required by applicable
regulations of the OCC, the OTS, the FDIC and such other authorities with
respect to the Mortgage Loans. Such access shall be afforded without charge, but
only upon reasonable and prior written request and during normal business hours
at the offices designated by the Master Servicer and the related Servicer. In
fulfilling such request for access, the Master Servicer shall not be responsible
to determine the sufficiency of any information provided by such Servicer.
Nothing in this Section 3.04 shall limit the obligation of the Master Servicer
and the related Servicer to observe any applicable law and the failure of the
Master Servicer or the related Servicer to provide access as provided in this
Section 3.04 as a result of such obligation shall not constitute a breach of
this Section 3.04.
Section 3.05 Maintenance of Primary Mortgage Insurance Policy;
Claims.(a) The Master Servicer shall not take, or permit any Servicer (to the
extent such action is prohibited under the applicable Servicing Agreement) to
take, any action that would result in noncoverage under any applicable Primary
Mortgage Insurance Policy of any loss which, but for the actions of such Master
Servicer or Servicer, would have been covered thereunder. The Master Servicer
shall use its best reasonable efforts to cause each Servicer (to the extent
required under the related Servicing Agreement) to keep in force and effect (to
the extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not permit
any Servicer (to the extent required under the related Servicing Agreement) to,
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in
effect at the date of the initial issuance of the Mortgage Note and is required
to be kept in force hereunder except in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable.
(b) The Master Servicer agrees to present, or to cause each Servicer
(to the extent required under the related Servicing Agreement) to present, on
behalf of the Trustee and the Certificateholders, claims to the insurer under
any Primary Mortgage Insurance Policies and, in this regard, to take such
reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Sections 3.08 and 3.09, any amounts collected by the Master Servicer or any
Servicer under any Primary Mortgage Insurance Policies shall be deposited in the
Master Servicer Custodial Account, subject to withdrawal pursuant to Section
3.11.
Section 3.06 Rights of the Depositor, the Securities Administrator
and the Trustee in Respect of the Master Servicer.
The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer hereunder and may, but is not obligated to, perform, or
cause a designee to perform, any defaulted obligation of the Master Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of the Master Servicer hereunder; provided that the Master
Servicer shall not be relieved of any of its obligations hereunder by virtue of
such performance by the Depositor or its designee. None of the Securities
Administrator, the Trustee or the Depositor shall have any responsibility or
liability for any action or failure to act by the Master Servicer and the
Securities Administrator, the Trustee and the Depositor shall not be obligated
to supervise the performance of the Master Servicer hereunder or otherwise.
Section 3.07 Trustee to Act as Master Servicer.
(a) In the event the Master Servicer or any successor master
servicer shall for any reason no longer be the Master Servicer hereunder
(including by reason of an Event of Default), the Trustee as trustee hereunder
shall within 90 days of such time, assume, if it so elects, or shall appoint a
successor Master Servicer to assume, all of the rights and obligations of the
Master Servicer hereunder arising thereafter. Any such assumption shall be
subject to Sections 7.02 and 8.05.
(b) The predecessor Master Servicer at its expense shall, upon
request of the Trustee, deliver to the assuming party all master servicing
documents and records and an accounting of amounts collected or held by the
Master Servicer, and shall transfer control of the Master Servicer Custodial
Account and any investment accounts to the successor Master Servicer, and
otherwise use its best efforts to effect the orderly and efficient transfer of
its rights and duties as Master Servicer hereunder to the assuming party. The
Trustee shall be entitled to be reimbursed from the predecessor Master Servicer
(or the Trust if the predecessor Master Servicer is unable to fulfill such
obligations) for all Master Servicing Transfer Costs.
Section 3.08 Servicer Custodial Accounts and Escrow Accounts.
(a) The Master Servicer shall enforce the obligation of each
Servicer to establish and maintain a Servicer Custodial Account in accordance
with the applicable Servicing Agreement, with records to be kept with respect
thereto on a loan by loan basis, into which accounts shall be deposited within
48 hours (or as of such other time specified in the related Servicing Agreement)
of receipt all collections of principal and interest on any Mortgage Loan and
all collections with respect to any REO Property received by a Servicer,
including Principal Prepayments, Insurance Proceeds, Compensating Interest,
Liquidation Proceeds, Recoveries and Advances made from the Servicer's own funds
(less servicing compensation as permitted by the applicable Servicing Agreement
in the case of any Servicer) and all other amounts to be deposited in the
Servicer Custodial Account. The Master Servicer is hereby authorized to make
withdrawals from and deposits to the related Servicer Custodial Account for
purposes required or permitted by this Agreement.
(b) To the extent required by the related Servicing Agreement and by
the related Mortgage Note and not violative of current law, the Master Servicer
shall enforce the obligation of each Servicer to establish and maintain one or
more escrow accounts (for each Servicer, collectively, the "Escrow Account") and
deposit and retain therein all collections from the Mortgagors (or Advances by
such Servicer) for the payment of taxes, assessments, hazard insurance premiums
or comparable items for the account of the Mortgagors. Nothing herein shall
require the Master Servicer to compel a Servicer to establish an Escrow Account
in violation of applicable law.
Section 3.09 Collection of Mortgage Loan Payments; Master Servicer
Custodial Account; Distribution Account and Reserve Funds.(a) The Securities
Administrator shall establish and maintain the Distribution Account, which shall
be deemed to consist of 10 sub-accounts. The Securities Administrator shall,
promptly upon receipt, deposit in the Distribution Account and retain therein
any amounts which are required to be deposited in the Distribution Account by
the Securities Administrator. The Distribution Account shall be an Eligible
Account.
(b) The Master Servicer shall establish and maintain the Master
Servicer Custodial Account, which shall be an Eligible Account. The Master
Servicer shall, promptly upon receipt, deposit in the Master Servicer Custodial
Account and retain therein any amounts which are required to be deposited in
such Master Servicer Custodial Account by the Master Servicer.
(c) The Master Servicer shall deposit or cause to be deposited into
the Master Servicer Custodial Account, on the same Business Day of receipt
(except as otherwise specifically provided herein), the following payments and
collections remitted to the Master Servicer by each Servicer from its respective
Servicer Custodial Account pursuant to the related Servicing Agreement or
otherwise or received by the Master Servicer in respect of the Mortgage Loans
subsequent to the Cut-off Date (other than in respect of principal and interest
due on the Mortgage Loans on or before the Cut-off Date) and the following
amounts required to be deposited hereunder:
(i) all payments on account of principal of the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans
(other than any Incremental Interest), net of the related Administrative
Fee Rate;
(iii) with respect to each Mortgage Loan, (A) all Insurance Proceeds
and Liquidation Proceeds, other than Insurance Proceeds to be (1) applied
to the restoration or repair of the Mortgaged Property, (2) released to
the Mortgagor in accordance with Customary Servicing Procedures or (3)
required to be deposited to an Escrow Account pursuant to Section 3.08 and
(B) any Insurance Proceeds released from an Escrow Account;
(iv) any amount required to be deposited by the Master Servicer
pursuant to Section 3.09(e) in connection with any losses on Permitted
Investments with respect to the Master Servicer Custodial Account;
(v) any amounts relating to REO Property required to be remitted by
the applicable Servicer;
(vi) Periodic Advances made by the applicable Servicer pursuant to
the related Servicing Agreement (or, if applicable, by the Master Servicer
or the Trustee pursuant to Section 3.21) and any Compensating Interest
paid by the applicable Servicer pursuant to the related Servicing
Agreement;
(vii) all Purchase Prices, all Substitution Adjustment Amounts and
all Reimbursement Amounts to the extent received by the Servicer;
(viii) any Recoveries; and
(ix) any other amounts required to be deposited hereunder.
If the Master Servicer shall deposit any amount not required to be
deposited, it may at any time withdraw such amount from the Master Servicer
Custodial Account, any provision herein to the contrary notwithstanding. All
funds required to be deposited in the Master Servicer Custodial Account shall be
held by the Master Servicer in trust for the Certificateholders until disbursed
in accordance with this Agreement or withdrawn in accordance with Section 3.11.
(d) Each institution at which the Master Servicer Custodial Account
is maintained shall invest the funds therein as directed in writing by the
Master Servicer in Permitted Investments, which shall mature not later than the
Business Day next preceding the Distribution Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Distribution Date)
and, in each case, shall not be sold or disposed of prior to its maturity. All
such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All Master Servicer Custodial Account
Reinvestment Income shall be for the benefit of the Master Servicer as part of
its master servicing compensation and shall be remitted to the Master Servicer
monthly as provided herein. The amount of any losses realized in the Master
Servicer Custodial Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Master Servicer from its own
funds in the Master Servicer Custodial Account.
(e) Each institution at which the Distribution Account is maintained
shall invest the funds therein if directed in writing by the Securities
Administrator in Permitted Investments that are obligations of the institution
that maintains the Distribution Account, which shall mature on the Distribution
Date and shall not be sold or disposed of prior to its maturity. All such
Permitted Investments shall be made in the name of the Trustee, for the benefit
of the Certificateholders. All income and gains net of any losses realized since
the preceding Distribution Date from Permitted Investments of funds in the
Distribution Account shall be for the benefit of the Securities Administrator as
additional compensation and the amount of any losses realized in the
Distribution Account in respect of any such Permitted Investments shall promptly
be deposited by the Securities Administrator from its own funds in the
Distribution Account.
(f) The Master Servicer shall give notice to the Depositor, the
Trustee, the Securities Administrator and the Rating Agencies of any proposed
change of location of the Master Servicer Custodial Account not later than 30
days after and not more that 45 days prior to any change thereof. The Securities
Administrator shall give notice to the Depositor, the Trustee, the Master
Servicer and the Rating Agencies of any proposed change of the location of the
Distribution Account maintained by the Securities Administrator not later than
30 days after and not more than 45 days prior to any change thereof. The
creation of the Master Servicer Custodial Account and the Distribution Account
shall be evidenced by a certification substantially in the form of Exhibit F
hereto.
(g) The Securities Administrator shall designate each of the 1-B
Lower-Tier Certificate Sub-Account, the CB Lower-Tier Certificate Sub Account,
the Middle-Tier Certificate Sub-Account and the Upper-Tier Certificate
Sub-Account as a sub-account of the Distribution Account. On each Distribution
Date (other than the Final Distribution Date, if such Final Distribution Date is
in connection with a purchase of the assets of the Trust Estate by the Master
Servicer), the Securities Administrator shall (i) from funds available on
deposit in the Distribution Account, be deemed to deposit into the 1-B
Lower-Tier Certificate Sub-Account all funds deemed on deposit in the Loan Group
1 Sub-Account, (ii) from funds available on deposit in the Distribution Account,
be deemed to deposit into the CB Lower-Tier Certificate Sub-Account all funds
deemed on deposit in the Loan Group 2 Sub-Account, the Loan Group 3 Sub-Account,
the Loan Group 4 Sub-Account, the Loan Group 5 Sub-Account and the Loan Group 6
Sub-Account, (iii) immediately thereafter, be deemed to deposit into the
Middle-Tier Certificate Sub-Account the Lower-Tier Distribution Amount, and (iv)
immediately thereafter, be deemed to deposit into the Upper-Tier Certificate
Sub-Account the Middle-Tier Distribution Amount.
(h) The Securities Administrator shall establish and maintain the
Class 1-A-1 Reserve Fund, which account shall be held in trust for the benefit
of the Holders of the Class 1-A-1 Certificates. The Securities Administrator
shall establish and maintain the Class 1-A-2 Reserve Fund, which account shall
be held in trust for the benefit of the Holders of the Class 1-A-2 Certificates.
The Securities Administrator shall establish and maintain the Class 1-A-3
Reserve Fund, which account shall be held in trust for the benefit of the
Holders of the Class 1-A-3 Certificates. The Securities Administrator shall
establish and maintain the Class 1-B-1 Reserve Fund, which account shall be held
in trust for the benefit of the Holders of the Class 1-B-1 Certificates. The
Securities Administrator shall establish and maintain the Class 1-B-2 Reserve
Fund, which account shall be held in trust for the benefit of the Holders of the
Class 1-B-2 Certificates. The Securities Administrator shall establish and
maintain the Class 1-B-3 Reserve Fund, which account shall be held in trust for
the benefit of the Holders of the Class 1-B-3 Certificates. The Securities
Administrator shall deposit in the Class 1-A-1 Reserve Fund on the date received
by it, any Class 1-A-1 Yield Maintenance Agreement Payments received from the
Yield Maintenance Agreement Provider for the related Distribution Date. The
Securities Administrator shall deposit in the Class 1-A-2 Reserve Fund on the
date received by it, any Class 1-A-2 Yield Maintenance Agreement Payments
received from the Yield Maintenance Agreement Provider for the related
Distribution Date. The Securities Administrator shall deposit in the Class 1-A-3
Reserve Fund on the date received by it, any Class 1-A-3 Yield Maintenance
Agreement Payments received from the Yield Maintenance Agreement Provider for
the related Distribution Date. The Securities Administrator shall deposit in the
Class 1-B-1 Reserve Fund on the date received by it, any Class 1-B-1 Yield
Maintenance Agreement Payments received from the Yield Maintenance Agreement
Provider for the related Distribution Date. The Securities Administrator shall
deposit in the Class 1-B-2 Reserve Fund on the date received by it, any Class
1-B-2 Yield Maintenance Agreement Payments received from the Yield Maintenance
Agreement Provider for the related Distribution Date. The Securities
Administrator shall deposit in the Class 1-B-3 Reserve Fund on the date received
by it, any Class 1-B-3 Yield Maintenance Agreement Payments received from the
Yield Maintenance Agreement Provider for the related Distribution Date. In
addition, on the Closing Date, the Depositor will remit on the Closing Date to
the Securities Administrator the Class 1-A-1 Reserve Fund Cash Deposit, Class
1-A-2 Reserve Fund Cash Deposit, Class 1-A-3 Reserve Fund Cash Deposit, Class
1-B-1 Reserve Fund Cash Deposit, Class 1-B-2 Reserve Fund Cash Deposit and Class
1-B-3 Reserve Fund Cash Deposit. Funds on deposit in each Reserve Fund shall
remain uninvested.
On each Distribution Date, the Securities Administrator shall (i)
withdraw from the Class 1-A-1 Reserve Fund an amount up to the Cap Carryover
Amount for the Class 1-A-1 Certificates and distribute such amount to the Class
1-A-1 Certificates, (ii) withdraw from the Class 1-A-2 Reserve Fund an amount up
to the Cap Carryover Amount for the Class 1-A-2 Certificates and distribute such
amount to the Class 1-A-2 Certificates, (iii) withdraw from the Class 1-A-3
Reserve Fund an amount up to the Cap Carryover Amount for the Class 1-A-3
Certificates and distribute such amount to the Class 1-A-3 Certificates, (iv)
withdraw from the Class 1-B-1 Reserve Fund an amount up to the Cap Carryover
Amount for the Class 1-B-1 Certificates and distribute such amount to the Class
1-B-1 Certificates, (v) withdraw from the Class 1-B-2 Reserve Fund an amount up
to the Cap Carryover Amount for the Class 1-B-2 Certificates and distribute such
amount to the Class 1-B-2 Certificates and (vi) withdraw from the Class 1-B-3
Reserve Fund an amount up to the Cap Carryover Amount for the Class 1-B-3
Certificates and distribute such amount to the Class 1-B-3 Certificates. To the
extent any Cap Carryover Amounts for such classes of Certificates remain
outstanding on subsequent Distribution Dates and no funds are available in the
applicable Reserve Fund, amounts otherwise distributable on (i) the Class 1-X-IO
Component will instead be distributed in reduction of outstanding Cap Carryover
Amounts for the Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates, pro rata,
based upon their respective Cap Carryover Amounts; or (ii) the Class 1-BX-IO
Component will instead be distributed in reduction of outstanding Cap Carryover
Amounts for the Class 1-B-1, Class 1-B-2 and Class 1-B-3 Certificates, pro rata,
based upon their respective Cap Carryover Amounts.
Any amounts remaining in the Class 1-A-1 Reserve Fund on the date on
which the Class Certificate Balance of the Class 1-A-1 Certificates is reduced
to zero (after the payment of any Cap Carryover Amount for the Class 1-A-1
Certificates), any amounts remaining in the Class 1-A-2 Reserve Fund on the date
on which the Class Certificate Balance of the Class 1-A-2 Certificates is
reduced to zero (after the payment of any Cap Carryover Amount for the Class
1-A-2 Certificates), any amounts remaining in the Class 1-A-3 Reserve Fund on
the date on which the Class Certificate Balance of the Class 1-A-3 Certificates
is reduced to zero (after the payment of any Cap Carryover Amount for the Class
1-A-3 Certificates), any amounts remaining in the Class 1-B-1 Reserve Fund on
the date on which the Class Certificate Balance of the Class 1-B-1 Certificates
is reduced to zero (after the payment of any Cap Carryover Amount for the Class
1-B-1 Certificates), any amounts remaining in the Class 1-B-2 Reserve Fund on
the date on which the Class Certificate Balance of the Class 1-B-2 Certificates
is reduced to zero (after the payment of any Cap Carryover Amount for the Class
1-B-2 Certificates) and any amounts remaining in the Class 1-B-3 Reserve Fund on
the date on which the Class Certificate Balance of the Class 1-B-3 Certificates
is reduced to zero (after the payment of any Cap Carryover Amount for the Class
1-B-3 Certificates) shall be distributed to Banc of America Securities LLC.
(i) The Trustee shall account for each Reserve Fund as an asset of
the Grantor Trust and not an asset of any REMIC created pursuant to this
Agreement. The beneficial owner of the Class 1-A-1 Reserve Fund, the Class 1-A-2
Reserve Fund, the Class 1-A-3 Reserve Fund, the Class 1-B-1 Reserve Fund, the
Class 1-B-2 Reserve Fund and the Class 1-B-3 Reserve Fund is Banc of America
Securities LLC. The Trustee shall account for the rights of the Class 1-A-1,
Class 1-A-2, Class 1-A-3, Class 1-B-1, Class 1-B-2 and Class 1-B-3 Certificates
to receive payments of Cap Carryover Amounts as rights in limited recourse
interest rate cap contracts written by Banc of America Securities LLC in favor
of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-B-1, Class 1-B-2 and Class
1-B-3 Certificates.
(j) For federal tax return and information reporting, the right of
the Holders of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-B-1, Class
1-B-2 or Class 1-B-3 Certificates to receive payments under the Yield
Maintenance Agreements shall be assigned a value of zero.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Master Servicer shall afford and shall enforce the obligation of
the Servicers to afford the Securities Administrator and the Trustee reasonable
access to all records and documentation regarding the Mortgage Loans and all
accounts, insurance information and other matters relating to this Agreement,
such access being afforded without charge, but only upon reasonable request and
during normal business hours at the office designated by the Master Servicer or
the applicable Servicer.
Section 3.11 Permitted Withdrawals from the Distribution Account and
the Master Servicer Custodial Account.
(a) The Securities Administrator shall withdraw funds from the
Distribution Account for distributions to Certificateholders in the manner
specified in this Agreement. In addition, the Master Servicer may from time to
time make withdrawals from the Master Servicer Custodial Account for the
following purposes:
(i) to pay to the Servicers (to the extent not previously retained
by them), the Servicing Fee to which they are entitled pursuant to the
Servicing Agreements, and to pay itself the Master Servicing Fee and any
Master Servicer Custodial Account Reinvestment Income;
(ii) to pay to the Securities Administrator and the Trustee any
amounts due to the Securities Administrator and the Trustee under this
Agreement (including, but not limited to, all amounts provided for under
Section 9.11, other than the amounts provided for in the first sentence of
Section 9.11);
(iii) to reimburse the Servicers (or, if applicable, itself or the
Trustee) for unreimbursed Advances made pursuant to the related Servicing
Agreement (or in the case of itself or the Trustee, pursuant to Section
3.21), such right of reimbursement pursuant to this clause (iii) being
limited first to amounts received on the Mortgage Loans serviced by such
Servicer in respect of which any such Advance was made and then limited to
amounts received on all the Mortgage Loans serviced by such Servicer (or,
if applicable, the Master Servicer or the Trustee);
(iv) to reimburse the Servicers (or, if applicable, itself or the
Trustee) for any Nonrecoverable Advance previously made, such right of
reimbursement pursuant to this clause (iv) being limited first to amounts
received on the Mortgage Loans in the same Loan Group as the Mortgage
Loan(s) in respect of which such Nonrecoverable Advance was made and then
limited to amounts received on all the Mortgage Loans serviced by such
Servicer (or, if applicable, the Master Servicer or the Trustee);
(v) to reimburse the Servicers for Insured Expenses from the related
Insurance Proceeds;
(vi) to pay to the purchaser, with respect to each Mortgage Loan or
REO Property that has been purchased pursuant to Section 2.02 or Section
2.04, all amounts received thereon after the date of such purchase;
(vii) to reimburse itself or the Depositor for expenses incurred by
either of them and reimbursable pursuant to this Agreement, including but
not limited to, Section 3.02 and Section 7.03;
(viii) to withdraw any amount deposited in the Master Servicer
Custodial Account and not required to be deposited therein; and
(ix) to clear and terminate the Master Servicer Custodial Account
upon termination of this Agreement pursuant to Section 10.01.
If the Master Servicer shall remit to the Securities Administrator any amount
not required to be remitted, it may at any time direct the Securities
Administrator to withdraw such amount from the Distribution Account, any
provision herein to the contrary notwithstanding. Such direction may be
accomplished by delivering an Officer's Certificate to the Securities
Administrator which describes the amounts remitted in error to the Securities
Administrator for deposit to the Distribution Account.
(b) On each Distribution Date, funds on deposit in the Distribution
Account and deemed to be on deposit in the Upper-Tier Certificate Sub-Account
shall be used to make payments on the Regular Certificates, the Components and
the Class 1-A-R Certificate as provided in Sections 5.01 and 5.02. The
Distribution Account shall be cleared and terminated upon termination of this
Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance and Other Insurance.
(a) For each Mortgage Loan, the Master Servicer shall enforce any
obligation of the Servicers under the related Servicing Agreements to maintain
or cause to be maintained fire, flood and hazard insurance with extended
coverage customary in the area where the Mortgaged Property is located in
accordance with the related Servicing Agreements. It is understood and agreed
that such insurance provided for in this Section 3.12 shall be with insurers
meeting the eligibility requirements set forth in the applicable Servicing
Agreement and that no earthquake or other additional insurance is to be required
of any Mortgagor or to be maintained on property acquired in respect of a
defaulted loan, other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance.
(b) Pursuant to Sections 3.08 and 3.09, any amounts collected by the
Master Servicer, or by any Servicer, under any insurance policies (other than
amounts to be applied to the restoration or repair of the property subject to
the related Mortgage or released to the Mortgagor in accordance with the
applicable Servicing Agreement) shall be deposited into the Master Servicer
Custodial Account, subject to withdrawal pursuant to Sections 3.09 and 3.11. Any
cost incurred by the Master Servicer or any Servicer in maintaining any such
insurance if the Mortgagor defaults in its obligation to do so shall be added to
the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so
permit; provided, however, that the addition of any such cost shall not be taken
into account for purposes of calculating the distributions to be made to
Certificateholders and shall be recoverable by the Master Servicer or such
Servicer pursuant to Sections 3.08 and 3.09.
Section 3.13 Presentment of Claims and Collection of Proceeds.
The Master Servicer shall (to the extent provided in the applicable
Servicing Agreement) cause the related Servicer to prepare and present on behalf
of the Trustee and the Certificateholders all claims under the Insurance
Policies and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
realize recovery under such policies. Any proceeds disbursed to the Master
Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in
respect of such policies, bonds or contracts shall be promptly deposited in the
Master Servicer Custodial Account upon receipt, except that any amounts realized
that are to be applied to the repair or restoration of the related Mortgaged
Property as a condition precedent to the presentation of claims on the related
Mortgage Loan to the insurer under any applicable Insurance Policy need not be
so deposited (or remitted).
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
To the extent provided in the applicable Servicing Agreement and to
the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicers to enforce such clauses in accordance with
the applicable Servicing Agreement. If applicable law prohibits the enforcement
of a due-on-sale clause or such clause is otherwise not enforced in accordance
with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
is assumed, the original Mortgagor may be released from liability in accordance
with the applicable Servicing Agreement.
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO
Property.
(a) The Master Servicer shall cause each Servicer (to the extent
required under the related Servicing Agreement) to foreclose upon or otherwise
comparably convert the ownership of Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments, all
in accordance with the applicable Servicing Agreement.
(b) With respect to any REO Property, the deed or certificate of
sale shall be taken in the name of the Trust for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Master Servicer shall enforce the obligation of the Servicers, to the extent
provided in the applicable Servicing Agreement, to (i) cause the name of the
Trust to be placed on the title to such REO Property and (ii) ensure that the
title to such REO Property references this Agreement. The Master Servicer shall,
to the extent provided in the applicable Servicing Agreement, cause the
applicable Servicer to sell any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall cause the applicable Servicer to protect and conserve such
REO Property in the manner and to the extent required by the applicable
Servicing Agreement, subject to the REMIC Provisions. In the event that the
Trust Estate acquires any Mortgaged Property as aforesaid or otherwise in
connection with a default or imminent default on a Mortgage Loan, the Master
Servicer shall enforce the obligation of the related Servicer to dispose of such
Mortgaged Property within the time period specified in the applicable Servicing
Agreement, but in any event within three years after the acquisition by the
Servicer for the Trust (such period, the "REO Disposition Period") unless (i)
the Servicer provides to the Trustee, the Master Servicer and the Securities
Administrator an Opinion of Counsel to the effect that the holding by the Trust
of such Mortgaged Property subsequent to the close of the third calendar year
after its acquisition will not result in the imposition of taxes on "prohibited
transactions" of the Trust as defined in Section 860F of the Code or under the
law of any state in which real property securing a Mortgage Loan owned by the
Trust is located or cause any Trust REMIC to fail to qualify as a REMIC for
federal income tax purposes or for state tax purposes under the laws of any
state in which real property securing a Mortgage Loan owned by the Trust is
located at any time that any Certificates are outstanding or (ii) the Servicer
shall have applied for and received an extension of such period from the
Internal Revenue Service, in which case the Trust Estate may continue to hold
such Mortgaged Property for the period of such extension.
(c) The Master Servicer shall, to the extent required by the related
Servicing Agreement, cause the applicable Servicer to deposit all funds
collected and received in connection with the operation of any REO Property in
the related Servicer Custodial Account.
(d) The applicable Servicer, upon the final disposition of any REO
Property, shall be entitled to reimbursement for any related unreimbursed
Advances and other unreimbursed advances as well as any unpaid Servicing Fees
from Liquidation Proceeds received in connection with the final disposition of
such REO Property; provided that any such unreimbursed Advances as well as any
unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to
final disposition, out of any net rental income or other net amounts derived
from such REO Property.
(e) The Liquidation Proceeds from the final disposition of the REO
Property, net of any payment to the applicable Servicer as provided above shall
be deposited in the related Servicer Custodial Account on or prior to the
Determination Date in the month following receipt thereof and be remitted by
wire transfer in immediately available funds to the Master Servicer for deposit
into the Master Servicer Custodial Account.
Notwithstanding any other provision of this Agreement, the Master
Servicer shall not permit any Mortgaged Property acquired by the Trust to be
rented (or allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the Trust in such a manner or pursuant
to any terms that would (i) cause such Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code,
(ii) result in the receipt by any REMIC of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net
income from foreclosure property" which is subject to taxation under the REMIC
Provisions or (iii) subject any REMIC created hereunder to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the Master
Servicer or related Servicer, as applicable, has agreed to indemnify and hold
harmless the Trust with respect to the imposition of any such taxes.
Notwithstanding any other provision of this Agreement, the Master
Servicer and the Securities Administrator, as applicable, shall comply with all
federal withholding requirements with respect to payments to Certificateholders
of interest or original issue discount that the Master Servicer or the
Securities Administrator reasonably believes are applicable under the Code. The
consent of Certificateholders shall not be required for any such withholding.
Without limiting the foregoing, the Master Servicer agrees that it will not
withhold with respect to payments of interest or original issue discount in the
case of a Certificateholder that has furnished or caused to be furnished an
effective Form W-8 or an acceptable substitute form or a successor form and who
is not a "10 percent shareholder" within the meaning of Code Section
871(h)(3)(B) or a "controlled foreign corporation" described in Code Section
881(c)(3)(C) with respect to the Trust or the Depositor. In the event the
Securities Administrator withholds any amount from interest or original issue
discount payments or advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Securities Administrator shall indicate
the amount withheld to such Certificateholder.
Section 3.16 Trustee to Cooperate; Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer or the related Servicer of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Master Servicer
or the related Servicer will immediately notify the Trustee by delivering, or
causing to be delivered, two copies (one of which shall be returned to the
related Servicer with the Mortgage File) of a Request for Release (which may be
delivered in an electronic format acceptable to the Trustee and the Master
Servicer or the related Servicer). Upon receipt of such request, the Trustee
shall within seven (7) Business Days release the related Mortgage File to the
Master Servicer or the related Servicer. The Trustee shall at the Master
Servicer's or the related Servicer's direction execute and deliver to the Master
Servicer or the related Servicer the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage relating to the Mortgage Loan, in each case provided by
the Master Servicer or the related Servicer, together with the Mortgage Note
with written evidence of cancellation thereon. If the Mortgage has been recorded
in the name of MERS or its designee, the Master Servicer shall enforce the
applicable Servicer's obligation under the related Servicing Agreement take all
necessary action to reflect the release of the Mortgage on the records of MERS.
Expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the related Mortgagor of the Mortgage Loan.
From time to time and as shall be appropriate for the servicing or
foreclosure of any Mortgage Loan, including for such purpose collection under
any Primary Mortgage Insurance Policy, any policy of flood insurance, any
fidelity bond or errors or omissions policy, or for the purposes of effecting a
partial release of any Mortgaged Property from the lien of the Mortgage or the
making of any corrections to the Mortgage Note or the Mortgage or any of the
other documents included in the Mortgage File, the Trustee shall, upon delivery
to it of a Request for Release signed by a Master Servicing Officer or a
Servicing Officer, release the Mortgage File within seven (7) Business Days to
the Master Servicer or the related Servicer. Subject to the further limitations
set forth below, the Master Servicer or the applicable Servicer shall cause the
Mortgage Files so released to be returned to the Trustee when the need therefor
no longer exists, unless the Mortgage Loan is liquidated and the proceeds
thereof are deposited in the related Servicer Custodial Account, in which case
such Servicer shall deliver to the Trustee a Request for Release, signed by a
Servicing Officer.
If the Master Servicer or any related Servicer at any time seeks to
initiate a foreclosure proceeding in respect of any Mortgaged Property as
authorized by this Agreement or the Servicing Agreement, the Master Servicer or
any related Servicer shall deliver or cause to be delivered to the Trustee, for
signature, as appropriate, any court pleadings, requests for trustee's sale or
other documents necessary to effectuate such foreclosure or any legal action
brought to obtain judgment against the Mortgagor on the Mortgage Note or the
Mortgage or to obtain a deficiency judgment or to enforce any other remedies or
rights provided by the Mortgage Note or the Mortgage or otherwise available at
law or in equity.
Section 3.17 Documents, Records and Funds in Possession of the
Master Servicer to be Held for the Trustee.
Notwithstanding any other provisions of this Agreement, the Master
Servicer shall cause each Servicer to transmit to the Trustee as required by
this Agreement and the Servicing Agreements all documents and instruments in
respect of a Mortgage Loan coming into the possession of the Servicer from time
to time and shall account fully to the Trustee for any funds received by the
Master Servicer or the related Servicer or which otherwise are collected by the
Master Servicer or the related Servicer as Liquidation Proceeds, Recoveries or
Insurance Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds
collected or held by, or under the control of, the Master Servicer or the
related Servicer in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds, including but
not limited to, any funds on deposit in the Master Servicer Custodial Account or
any Servicer Custodial Account, shall be held by the Master Servicer or the
related Servicer for and on behalf of the Trustee and shall be and remain the
sole and exclusive property of the Trustee, subject to the applicable provisions
of this Agreement and the related Servicing Agreement. The Master Servicer also
agrees that it shall not, and shall enforce any requirement under the related
Servicing Agreement that the related Servicer shall not, knowingly create, incur
or subject any Mortgage File or any funds that are deposited in any Master
Servicer Custodial Account, any Servicer Custodial Account, the Distribution
Account or any Escrow Account, or any funds that otherwise are or may become due
or payable to the Trustee for the benefit of the Certificateholders, to any
claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance created by the Master Servicer or Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Master Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Master
Servicer under this Agreement.
Section 3.18 Securities Administrator Compensation, Master Servicer
Compensation and Servicer Compensation.
(a) As compensation for its services hereunder, the Securities
Administrator shall be entitled to a fee in an amount agreed upon between the
Master Servicer and the Securities Administrator, payable by the Master Servicer
out of its own funds and not out of any funds of the Trust Estate. The
Securities Administrator shall also be entitled to compensation in the form of
any reinvestment income from funds in the Distribution Account. On each
Distribution Date, the Master Servicer shall be entitled to compensation in the
form of the Master Servicer Custodial Account Reinvestment Income and shall be
entitled to an amount equal to the Master Servicing Fee for such Distribution
Date. The Securities Administrator and the Master Servicer each shall be
required to pay all expenses incurred by it in connection with its securities
administration activities or master servicing activities hereunder and shall not
be entitled to reimbursement therefor except as specifically provided in this
Agreement.
Section 3.19 Annual Statement as to Compliance.
The Master Servicer shall deliver to the Securities Administrator
(and the Securities Administrator will forward to the Trustee and each Rating
Agency), no later than March 15 following the end of each calendar year
commencing with March 2006, an Officer's Certificate, signed by two officers of
the Master Servicer, stating, as to the signers thereof, that (a) a review of
the activities of the Master Servicer during the preceding calendar year and of
the performance of the Master Servicer under this Agreement or similar
agreements has been made under such officer's supervision, and (b) to the best
of such officer's knowledge, based on such review, the Master Servicer has
fulfilled all its obligations under this Agreement throughout such year, or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officer and the nature and status thereof.
In addition, the Master Servicer shall enforce each Servicer's
obligation under the related Servicing Agreement to provide a similar statement
to the Securities Administrator relating to compliance with the related
Servicing Agreement.
Section 3.20 Annual Independent Public Accountants' Servicing
Statement; Financial Statements.
The Master Servicer shall enforce each Servicer's obligation under
the related Servicing Agreement to provide a report to the Securities
Administrator, as required to be provided each year pursuant to each Servicing
Agreement, prepared by a firm of independent public accountants (who may also
render other services to such Servicer or any affiliate thereof) which is a
member of the American Institute of Certified Public Accountants to the effect
that such firm has, with respect to such Servicer's overall servicing
operations, examined such operations in accordance with the requirements of the
Uniform Single Attestation Program for Mortgage Bankers, and stating such firm's
conclusions relating thereto.
Section 3.21 Advances.
(a) The Master Servicer shall enforce the obligations of each
Servicer to make a Periodic Advance in accordance with the applicable Servicing
Agreement. A Servicer shall be entitled to be reimbursed from the applicable
Servicer Custodial Account for all Advances of its own funds made pursuant to
the related Servicing Agreement. Based upon information set forth in the
servicer reports, the Master Servicer shall inform the Securities Administrator
of the amount of the Periodic Advance to be made by a Servicer on each
applicable Advance Date no later than the related Remittance Date. If a Servicer
fails to make any required Periodic Advance pursuant to the related Servicing
Agreement, the Master Servicer shall (i) unless the Master Servicer determines
that such Periodic Advance would not be recoverable in its good faith business
judgment, make such Periodic Advance not later than the Business Day preceding
the related Distribution Date and (ii) to the extent such failure leads to the
termination of the Servicer and until such time as a successor Servicer is
appointed, continue to make Periodic Advances required pursuant to the related
Servicing Agreement for any Distribution Date, within the same time frame set
forth in (i) above, unless the Master Servicer determines (to the extent
provided in the related Servicing Agreement) that such Periodic Advance would
not be recoverable; provided that if the Servicer that fails to make such
Periodic Advance is Xxxxx Fargo Bank, the Trustee shall have such obligation to
make such Periodic Advance set forth in this paragraph.
Section 3.22 Reports to the Securities and Exchange Commission.
(a) The Securities Administrator and the Master Servicer shall
reasonably cooperate with the Depositor in connection with the Trust's
satisfying its reporting requirements under the Exchange Act. Without limiting
the generality of the foregoing, the Securities Administrator shall prepare on
behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly
Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for
similar securities as required by the Exchange Act and the rules and regulations
of the Securities and Exchange Commission thereunder, and the Securities
Administrator shall sign and file (via the Securities and Exchange Commission's
Electronic Data Gathering and Retrieval System) such Forms (other than any
Annual Report on Form 10-K, which shall be signed by the Master Servicer) on
behalf of the Trust. Notwithstanding the previous sentence, the Depositor shall
file the Current Report on Form 8-K in connection with the filing of this
Agreement.
(b) Each Monthly Form 8-K shall be filed by the Securities
Administrator within 15 days after each Distribution Date, including a copy of
the monthly statement to Certificateholders delivered pursuant to Section
5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an
exhibit thereto. On or prior to March 30th of each year (or such earlier date as
may be required by the Exchange Act and the rules and regulations of the
Securities and Exchange Commission), commencing in the calendar year following
the date of this Agreement, the Securities Administrator shall file a Form 10-K,
in substance as required by applicable law or applicable Securities and Exchange
Commission staff's interpretations. Such Form 10-K shall include as exhibits the
Master Servicer's and each Servicer's annual statement of compliance described
under Section 3.19 and the accountant's report referenced under Section 3.20, in
each case, to the extent they have been timely delivered to the Securities
Administrator. If they are not so timely delivered, the Securities Administrator
shall file an amended Form 10-K including such documents as exhibits reasonably
promptly after they are delivered to the Securities Administrator. The
Securities Administrator shall have no liability with respect to any failure to
properly prepare or file such periodic reports resulting from or relating to the
Securities Administrator's inability or failure to obtain any information not
resulting from its own negligence, willful misconduct or bad faith. The Form
10-K shall also include a certification in the form attached hereto as Exhibit O
(the "Certification"), which shall be signed by a senior officer of the Master
Servicer in charge of master servicing functions. The Master Servicer shall
deliver the Certification to the Securities Administrator three (3) Business
Days prior to the latest date on which the Form 10-K may be timely filed. The
Securities Administrator, the Depositor and the Master Servicer shall reasonably
cooperate to enable the Securities and Exchange Commission requirements with
respect to the Trust to be met in the event that the Securities and Exchange
Commission issues additional interpretive guidelines or promulgates rules or
regulations, or in the event of any other change of law that would require
reporting arrangements or the allocation of responsibilities with respect
thereto, as described in this Section 3.22, to be conducted or allocated in a
different manner.
(c) Prior to the latest date on which the Form 10-K may be timely
filed each year, the Securities Administrator shall sign and deliver to the
Master Servicer a certification (in the form attached hereto as Exhibit P) for
the benefit of the Master Servicer and its officers, directors and affiliates
(provided, however, that the Securities Administrator shall not undertake an
analysis of the accountant's report attached as an exhibit to the Form 10-K). In
addition, the Securities Administrator shall indemnify and hold harmless the
Master Servicer, each person, if any, who "controls" the Master Servicer within
the meaning of the 1933 Act, as amended and their respective officers,
directors, agents and affiliates (collectively, the "Master Servicer Indemnified
Parties") from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon any inaccuracy in the certification
provided by the Securities Administrator pursuant to this Section 3.22(c), any
breach by the Securities Administrator or any of its officers, directors, agents
or affiliates of its obligations under this Section 3.22(c) or any material
misstatements or omission contained in the certification delivered pursuant to
this Section 3.22(c) or the Securities Administrator's negligence, bad faith or
willful misconduct in connection therewith. If the indemnification provided for
herein is unavailable or insufficient to hold harmless the Master Servicer
Indemnified Parties, then the Securities Administrator agrees that it shall
contribute to the amount paid or payable by such Master Servicer Indemnified
Parties as a result of the losses, claims, damages or liabilities of such Master
Servicer Indemnified Parties in such proportion as is appropriate to reflect the
relative fault of such Master Servicer Indemnified Parties on the one hand and
the Securities Administrator on the other in connection with a breach of the
Securities Administrator's obligations under this Section 3.22(c), any material
misstatement or omission contained in the certification delivered pursuant to
this Section 3.22(c) or the Securities Administrator's negligence, bad faith or
willful misconduct in connection therewith. The Master Servicer hereby
acknowledges and agrees that the Depositor and the Securities Administrator are
relying on the Master Servicer's performance of its obligations under Sections
3.19 and 3.20 in order to perform their respective obligations under this
Section 3.22.
(d) Prior to the latest date on which the Form 10-K may be timely
filed each year, the Master Servicer shall enforce the obligation of each
Servicer to provide the certification required pursuant to each of the Servicing
Agreements.
(e) Upon any filing with the Securities and Exchange Commission, the
Securities Administrator shall promptly deliver to the Depositor a copy of any
such executed report, statement or information.
(f) The obligations set forth in paragraphs (a) through (e) of this
Section shall only apply with respect to periods for which the Securities
Administrator is obligated to file reports on Form 8-K or 10-K pursuant to
paragraph (b) of this Section. Upon request of the Depositor, the Securities
Administrator shall prepare, execute and file with the Securities and Exchange
Commission a Form 15 Suspension Notification with respect to the Trust, and
thereafter there shall be no further obligations under paragraphs (a) through
(e) of this Section commencing with the fiscal year in which the Form 15 is
filed (other than the obligations to be performed in such fiscal year that
relate back to the prior fiscal year).
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master Servicer's Certificate.
(a) Each month, not later than 12:00 noon Eastern time on the 18th
calendar day of such month (or if such day is not a Business Day, the following
Business Day), the Master Servicer shall deliver to the Securities
Administrator, a Master Servicer's Certificate based solely on the information
provided by the Servicers (in substance and format mutually acceptable to the
Master Servicer and the Securities Administrator) certified by a Master
Servicing Officer setting forth the information necessary in order for the
Securities Administrator to perform its obligations under this Agreement. The
Securities Administrator may conclusively rely upon the information contained in
a Master Servicer's Certificate delivered by the Master Servicer for all
purposes hereunder and shall have no duty to verify or re-compute any of the
information contained therein.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based solely
on the information in the Master Servicer's Certificates, the Securities
Administrator shall distribute or be deemed to distribute, as applicable, out of
the Distribution Account or the Upper-Tier Certificate Sub-Account, as
applicable (to the extent funds are available therein), to each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Certificate (other than a Residual Certificate), by
wire transfer or by such other means of payment as such Certificateholder and
the Securities Administrator shall agree upon, such Certificateholder's
Percentage Interest in the amount to which the related Class of Certificates is
entitled in accordance with the priorities set forth below in Section 5.02.
None of the Holders of any Class of Certificates, the Depositor, the
Master Servicer, the Securities Administrator or the Trustee shall in any way be
responsible or liable to Holders of any Class of Certificates in respect of
amounts properly previously distributed on any such Class.
Amounts distributed with respect to any Class of Certificates shall
be applied first to the distribution of interest thereon and then to principal
thereon.
Section 5.02 Priorities of Distributions.
(a) On each Distribution Date, based solely on the information
contained in the Master Servicer's Certificate, the Securities Administrator
shall withdraw from the Distribution Account (to the extent funds are available
therein) (1) to the extent not previously paid, the amounts payable to the
Securities Administrator, the Master Servicer and the Trustee pursuant to
Sections 3.11(a) and shall pay such funds to itself, the Master Servicer and the
Trustee, as applicable, and (2) the Pool Distribution Amount for each Loan
Group, and shall apply such funds, first, to distributions in respect of the
Uncertificated Lower-Tier Interests and then to the Uncertificated Middle-Tier
Interests as specified in this Section 5.02(a) and to the Class 1-A-R
Certificate, and then to distributions on the Certificates (other than the Class
1-A-R Certificate). Distributions shall be made on the Certificates in the
following order of priority and to the extent of such funds, paying the Senior
Certificates of each Group from the applicable Pool Distribution Amount, the
Class 1-B Certificates from the Pool Distribution Amount for Loan Group 1 and
the Class CB Certificates from the combined Pool Distribution Amounts for , Loan
Group 2, Loan Group 3, Loan Group 4, Loan Group 5 and Loan Group 6, in the
following order of priority and to the extent of such funds:
(i) to each Class of Senior Certificates (other than the Class 1-X
Certificates) and Components of such Group (subject to Section 3.09(h)),
an amount allocable to interest equal to the Interest Distribution Amount
or Component Interest Distribution Amount for such Class or Component and
any shortfall being allocated among such Classes or Component in
proportion to the amount of the Interest Distribution Amount or Component
Interest Distribution Amount that would have been distributed in the
absence of such shortfall;
(ii) to each Class of Senior Certificates (other than the Class 1-X
and Class 2-X Certificates) and Principal and Interest Component of a
Group (subject to Section 3.09(h)), in an aggregate amount up to the
Senior Principal Distribution Amount for such Group, such distribution to
be allocated among such Classes and Components in accordance with Section
5.02(b);
(iii) to each Class of Subordinate Certificates, subject to
paragraph (d) below and Section 3.09(h), in the following order of
priority:
(A) to the Components of the Class 1-B-X Certificates, an
amount allocable to interest equal to the Component Interest
Distribution Amount for such Component for such Distribution Date;
(B) to the Class 1-BX-PI Component, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
until its Component Balance thereof has been reduced to zero;
(C) to the Class 1-B-1 Certificates or Class CB-1
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(D) to the Class 1-B-1 Certificates or Class CB-1
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date until the
Class Certificate Balance thereof has been reduced to zero;
(E) to the Class 1-B-2 Certificates or Class CB-2
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(F) to the Class 1-B-2 Certificates or Class CB-2
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date until the
Class Certificate Balance thereof has been reduced to zero;
(G) to the Class 1-B-3 Certificates or Class CB-3
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(H) to the Class 1-B-3 Certificates or Class CB-3
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date until the
Class Certificate Balance thereof has been reduced to zero;
(I) to the Class 1-B-4 Certificates or Class CB-4
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(J) to the Class 1-B-4 Certificates or Class CB-4
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date until the
Class Certificate Balance thereof has been reduced to zero;
(K) to the Class 1-B-5 Certificates or Class CB-5
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(L) to the Class 1-B-5 Certificates or Class CB-5
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date until the
Class Certificate Balance thereof has been reduced to zero;
(M) to the Class 1-B-6 Certificates or Class CB-6
Certificates, as the case may be, an amount allocable to interest
equal to the Interest Distribution Amount for such Class for such
Distribution Date; and
(N) to the Class 1-B-6 Certificates or Class CB-6
Certificates, as the case may be, an amount allocable to principal
equal to its Pro Rata Share for such Distribution Date until the
Class Certificate Balance thereof has been reduced to zero; and
(iv) to the Holder of the Class 1-A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Sub-Account, the Middle-Tier
Certificate Sub-Account, the 1-B Lower-Tier Certificate Sub-Account, the
CB Lower-Tier Certificate Sub-Account and any remaining Pool Distribution
Amounts.
No Class of Certificates or Component shall 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 or
Notional Amount 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 shall be
applied first with respect to the amount payable pursuant to clause (i) of the
definition of "Interest Distribution Amount," or "Component Interest
Distribution Amount," as applicable, and second with respect to the amount
payable pursuant to clause (ii) of such definitions.
On each Distribution Date, the Securities Administrator shall
distribute any Reimbursement Amount sequentially to the Classes of Certificates
then outstanding which bore the loss to which such Reimbursement Amount relates
beginning with the most senior of such Classes of Certificates, up to, with
respect to each Class, the amount of loss borne by such Class. Any Reimbursement
Amount remaining after the application described in the preceding sentence shall
be included in the Pool Distribution Amount for the applicable Loan Group.
Distributions on the 1-B Uncertificated Lower-Tier Interest. On each
Distribution Date, all interest and principal with respect to Loan Group 1 shall
be distributed in respect of the Class 1-L Interest. Any distributions made to
the 1-B Uncertificated Lower-Tier Interest pursuant to this paragraph shall be
made from the Pool Distribution Amount for Loan Group 1.
All Realized Losses with respect to Loan Group 1 shall be applied
after all distributions have been made on each Distribution Date to the Class
1-L Interest.
Recoveries and Reimbursement Amounts with respect to Loan Group 1
shall be applied to the Class 1-L Interest.
As of any date, the aggregate principal balance of the Class 1-L
Interest shall equal the Pool Stated Principal Balance of Loan Group 1.
The pass-through rate with respect to the Class 1-L Interest shall
be the Net WAC for the Group 1 Mortgage Loans. Amounts distributed to the 1-B
Uncertificated Lower-Tier Interest in respect of principal and interest with
respect to any Distribution Date are referred to herein collectively as the "1-B
Lower-Tier Distribution Amount."
Distributions on the CB Uncertificated Lower-Tier Interests. On each
Distribution Date, interest shall be distributed in respect of each CB
Uncertificated Lower-Tier Interest at the pass-through rate thereon, as
described in the fourth succeeding paragraph. On each Distribution Date,
distributions of principal with respect to the CB Uncertificated Lower-Tier
Interests shall be made first, to the Class 2-LS Interest, Class 3-LS Interest,
Class 4-LS Interest, Class 5-LS Interest and Class 6-LS Interest, so as to keep
their principal balances equal to 0.1% of the Group Subordinate Amount for Loan
Group 2, Loan Group 3, Loan Group 4, Loan Group 5 and Loan Group 6, respectively
(except that if any such excess is a larger number than in the preceding
distribution period, the least amount of principal shall be distributed to the
Class 2-LS Interest, Class 3-LS Interest, Class 4-LS Interest, Class 5-LS
Interest and Class 6-LS Interest such that the CB Subordinate Balance Ratio is
maintained); and second, any remaining principal to the Class 2-L Interest,
Class 3-L Interest, Class 4-L Interest, Class 5-L Interest and Class 6-L
Interest. Any distributions made to the CB Uncertificated Lower-Tier Interests
pursuant to this paragraph shall be made (a) from the Pool Distribution Amount
for Loan Group 2 to CB Uncertificated Lower-Tier Interests beginning with the
numeral "2," (b) from the Pool Distribution Amount for Loan Group 3 to CB
Uncertificated Lower-Tier Interests beginning with the numeral "3," (c) from the
Pool Distribution Amount for Loan Group 4 to CB Uncertificated Lower-Tier
Interests beginning with the numeral "4," (d) from the Pool Distribution Amount
for Loan Group 5 to CB Uncertificated Lower-Tier Interests beginning with the
numeral "5" and (e) from the Pool Distribution Amount for Loan Group 6 to CB
Uncertificated Lower-Tier Interests beginning with the numeral "6."
Realized Losses shall be applied after all distributions have been
made on each Distribution Date first, to the Class 2-LS Interest, the Class 3-LS
Interest, the Class 4-LS Interest, the Class 5-LS Interest and the Class 6-LS
Interest, so as to keep their principal balances equal to 0.1% of the Group
Subordinate Amount for Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5
and Loan Group 6, respectively (except that if any such excess is a larger
number than in the preceding distribution period, the least amount of Realized
Losses shall be allocated to the Class 2-LS Interest, Class 3-LS Interest, Class
4-LS Interest, Class 5-LS Interest and Class 6-LS Interest such that the CB
Subordinate Balance Ratio is maintained); and second, the remaining Realized
Losses shall be allocated to the Class 2-L Interest, the Class 3-L Interest, the
Class 4-L Interest, the Class 5-L Interest and the Class 6-L Interest. Any
Realized Losses allocated to the CB Uncertificated Lower-Tier Interests pursuant
to this paragraph shall be (a) from Realized Losses allocated to Loan Group 2 in
the case of CB Uncertificated Lower-Tier Interests beginning with the numeral
"2," (b) from Realized Losses allocated to Loan Group 3 in the case of CB
Uncertificated Lower-Tier Interests beginning with the numeral "3," (c) from
Realized Losses allocated to Loan Group 4 in the case of CB Uncertificated
Lower-Tier Interests beginning with the numeral "4," (d) from Realized Losses
allocated to Loan Group 5 in the case of CB Uncertificated Lower-Tier Interests
beginning with the numeral "5" and (e) from Realized Losses allocated to Loan
Group 6 in the case of CB Uncertificated Lower-Tier Interests beginning with the
numeral "6."
Recoveries and Reimbursement Amounts shall be applied to the CB
Uncertificated Lower-Tier Interests in a manner analogous to the application of
Realized Losses to the CB Uncertificated Lower-Tier Interests.
As of any date, the aggregate principal balance of the Class 2-L
Interest and the Class 2-LS Interest shall equal the aggregate Stated Principal
Balance of Loan Group 2. As of any date, the aggregate principal balance of the
Class 3-L Interest and the Class 3-LS Interest shall equal the aggregate Stated
Principal Balance of Loan Group 3. As of any date, the aggregate principal
balance of the Class 4-L Interest and the Class 4-LS Interest shall equal the
aggregate Stated Principal Balance of Loan Group 4. As of any date, the
aggregate principal balance of the Class 5-L Interest and the Class 5-LS
Interest shall equal the aggregate Stated Principal Balance of Loan Group 5. As
of any date, the aggregate principal balance of the Class 6-L Interest and the
Class 6-LS Interest shall equal the aggregate Stated Principal Balance of Loan
Group 6.
The pass-through rate with respect to the Class 2-L Interest and the
Class 2-LS Interest shall be the Net WAC for the Group 2 Mortgage Loans. The
pass-through rate with respect to the Class 3-L Interest and the Class 3-LS
Interest shall be the Net WAC for the Group 3 Mortgage Loans. The pass-through
rate with respect to the Class 4-L Interest and the Class 4-LS Interest shall be
the Net WAC for the Group 4 Mortgage Loans. The pass-through rate with respect
to the Class 5-L Interest and the Class 5-LS Interest shall be the Net WAC for
the Group 5 Mortgage Loans. The pass-through rate with respect to the Class 6-L
Interest and the Class 6-LS Interest shall be the Net WAC for the Group 6
Mortgage Loans. Amounts distributed to the CB Uncertificated Lower-Tier
Interests in respect of principal and interest with respect to any Distribution
Date are referred to herein collectively as the "CB Lower-Tier Distribution
Amount."
Distributions on the Uncertificated Middle-Tier Interests. On each
Distribution Date, each Uncertificated Middle-Tier Interest (other than the
Class 1-A-M1 Interest, Class 1-A-M2 Interest, Class 1-A-M3 Interest, Class
1-A-MX Interest, Class 1-B-M1 Interest, Class 1-B-M2 Interest, Class 1-B-M3
Interest and Class 1-B-MX Interest) shall receive distributions in respect of
principal in an amount equal to the amount of principal distributed to its
respective Corresponding Upper-Tier Class or Classes as provided herein. On each
Distribution Date, each Uncertificated Middle-Tier Interest (other than the
Class 1-A-M1 Interest, Class 1-A-M2 Interest, Class 1-A-M3 Interest, Class
1-A-MX Interest, Class 1-B-M1 Interest, Class 1-B-M2 Interest, Class 1-B-M3
Interest and Class 1-B-MX Interest) shall receive distributions in respect of
interest in an amount equal to the Interest Distribution Amount in respect of
its Corresponding Upper-Tier Class or Classes to the extent actually distributed
thereon. Such amounts distributed to the Uncertificated Middle-Tier Interests
(including the Class 1-A-M1 Interest, Class 1-A-M2 Interest, Class 1-A-M3
Interest, Class 1-A-MX Interest, Class 1-B-M1 Interest, Class 1-B-M2 Interest,
Class 1-B-M3 Interest and Class 1-B-MX Interest, as described in the second
succeeding paragraph) in respect of principal and interest with respect to any
Distribution Date are referred to herein collectively as the "Middle-Tier
Distribution Amount."
As of any date, the principal balance of each Uncertificated
Middle-Tier Interest (other than the Class 1-A-M1 Interest, Class 1-A-M2
Interest, Class 1-A-M3 Interest, Class 1-A-MX Interest, Class 1-B-M1 Interest,
Class 1-B-M2 Interest, Class 1-B-M3 Interest and Class 1-B-MX Interest) equals
the aggregate of the Class Certificate Balances of the respective Corresponding
Upper-Tier Class or Classes. The initial principal balance or notional amount of
each Uncertificated Middle-Tier Interest (other than the Class 1-A-M1 Interest,
Class 1-A-M2 Interest, Class 1-A-M3 Interest, Class 1-A-MX Interest, Class
1-B-M1 Interest, Class 1-B-M2 Interest, Class 1-B-M3 Interest and Class 1-B-MX
Interest) equals the aggregate of the Initial Class Certificate Balances or
Initial Notional Amounts of the respective Corresponding Upper-Tier Class or
Classes.
The Class 1-A-M1 Interest will have an initial principal balance
equal to 50% of the Certificate Principal Balance of the Class 1-A-1
Certificates; the Class 1-A-M2 Interest will have an initial principal balance
equal to 50% of the Certificate Principal Balance of the Class 1-A-2
Certificates; and the Class 1-A-M3 Interest will have an initial principal
balance equal to 50% of the Certificate Principal Balance of the Class 1-A-3
Certificates. The Class 1-A-MX Interest will have an initial principal balance
equal to 50% of the sum of the Certificate Principal Balances of the Class
1-A-1, Class 1-A-2 and Class 1-A-3 Certificates. Principal payments, both
scheduled and prepaid, Realized Losses, Subsequent Recoveries and interest
accruing on the each of the Class 1-A-M1 Interest, Class 1-A-M2 Interest and the
Class 1-A-M3 Interest shall be allocated to this class to maintain their
respective sizes relative to the Class 1-A-1, Class 1-A-2 and Class 1-A-3
Certificates (i.e., in each case, 50%) with any excess payments of principal,
Realized Losses and Subsequent Recoveries being allocated to the Class 1-A-MX
Interest in such manner as to cause the principal balance of the Class 1-A-MX
Interest to have a principal balance equal to the sum of the principal balances
of the Class 1-A-M1 Interest, Class 1-A-M2 Interest and Class 1-A-M3 Interest
plus (b) 100% of the Net Deferred Interest allocated to the Class 1-X
Certificates. The Class 1-B-M1 Interest will have an initial principal balance
equal to 50% of the Certificate Principal Balance of the Class 1-B-1
Certificates; the Class 1-B-M2 Interest will have an initial principal balance
equal to 50% of the Certificate Principal Balance of the Class 1-B-2
Certificates; and the Class 1-B-M3 Interest will have an initial principal
balance equal to 50% of the Certificate Principal Balance of the Class 1-B-3
Certificates. The Class 1-B-MX Interest will have an initial principal balance
equal to 50% of the sum of the Certificate Principal Balances of the Class
1-B-1, Class 1-B-2 and Class 1-B-3 Certificates. Principal payments, both
scheduled and prepaid, Realized Losses, Subsequent Recoveries and interest
accruing on the each of the Class 1-B-M1 Interest, Class 1-B-M2 Interest and the
Class 1-B-M3 Interest shall be allocated to this class to maintain their
respective sizes relative to the Class 1-B-1, Class 1-B-2 and Class 1-B-3
Certificates (i.e., in each case, 50%) with any excess payments of principal,
Realized Losses and Subsequent Recoveries being allocated to the Class 1-B-MX
Interest in such manner as to cause the principal balance of the Class 1-B-MX
Interest to have a principal balance equal to the sum of the principal balances
of the Class 1-B-M1 Interest, Class 1-B-M2 Interest and Class 1-B-M3 Interest
plus (b) 100% of the Net Deferred Interest allocated to the Class 1-B-X
Certificates.
The pass-through rate with respect to the Class 1-A-M1 Interest,
Class 1-A-M2 Interest, Class 1-A-M3 Interest, Class 1-A-MX Interest, Class
1-A-MUR Interest, Class 1-B-M1 Interest, Class 1-B-M2 Interest, Class 1-B-M3
Interest, Class 1-B-M4 Interest, Class 1-B-M5 Interest, Class 1-B-M6 Interest
and Class 1-B-MX Interest shall be the Net WAC for the Group 1 Mortgage Loans.
The pass-through rate with respect to the Class 2-A-M1 Interest shall be the Net
WAC for the Group 2 Mortgage Loans. The pass-through rate with respect to the
Class 3-A-M1 Interest shall be the Net WAC for the Group 3 Mortgage Loans. The
pass-through rate with respect to the Class 4-A-M1 Interest shall be the Net WAC
for the Group 4 Mortgage Loans. The pass-through rate with respect to the Class
5-A-M1 Interest shall be the Net WAC for the Group 5 Mortgage Loans. The
pass-through rate with respect to the Class 6-A-M1 Interest shall be the Net WAC
for the Group 6 Mortgage Loans. The pass-through rate with respect to the Class
CB-M1 Interest, Class CB-M2 Interest, Class CB-M3 Interest, Class CB-M4
Interest, Class CB-M5 Interest and Class CB-M6 Interest shall be the weighted
average of the Class 2-LS Interest, the Class 3-LS Interest, the Class 4-LS
Interest, the Class 5-LS Interest and the Class 6-LS Interest.
(b) (i) On each Distribution Date prior to the Senior Credit Support
Depletion Date for Loan Group 1, the amount distributable to the Group 1 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution Date, shall
be distributed, sequentially, as follows:
first, to the Class 1-A-R Certificate, until its Class Certificate
Balance has been reduced to zero;
second, concurrently, to the Class 1-A-1, Class 1-A-2 and Class
1-A-3 Certificates, pro rata, until their Class Certificate Balances have been
reduced to zero; and
third, to the Class 1-X-PI Component, until its Component Balance
has been reduced to zero.
(ii) On each Distribution Date prior to the Senior Credit Support
Depletion Date for the Crossed Loan Groups, the amount distributable to the
Group 2 Senior Certificates pursuant to Section 5.02(a)(ii) for such
Distribution Date, shall be distributed concurrently, to the Class 2-A-1 and
Class 2-A-2 Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero.
(iii) On each Distribution Date prior to the Senior Credit Support
Depletion Date for the Crossed Loan Groups, the amount distributable to the
Group 3 Senior Certificates pursuant to Section 5.02(a)(ii) for such
Distribution Date, shall be distributed concurrently, to the Class 3-A-1 and
Class 3-A-2 Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero.
(iv) On each Distribution Date prior to the Senior Credit Support
Depletion Date for the Crossed Loan Groups, the amount distributable to the
Group 4 Senior Certificates pursuant to Section 5.02(a)(ii) for such
Distribution Date, shall be distributed concurrently, to the Class 4-A-1 and
Class 4-A-2 Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero.
(v) On each Distribution Date prior to the Senior Credit Support
Depletion Date for the Crossed Loan Groups, the amount distributable to the
Group 5 Senior Certificates pursuant to Section 5.02(a)(ii) for such
Distribution Date, shall be distributed concurrently, to the Class 5-A-1 and
Class 5-A-2 Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero.
(vi) On each Distribution Date prior to the Senior Credit Support
Depletion Date for the Crossed Loan Groups, the amount distributable to the
Group 6 Senior Certificates pursuant to Section 5.02(a)(ii) for such
Distribution Date, shall 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.
On each Distribution Date on or after the Senior Credit Support
Depletion Date for a Group, notwithstanding the allocation and priority set
forth above, the portion of the Pool Distribution Amount with respect to a Loan
Group available to be distributed as principal of the Senior Certificates and
Component of the Related Group shall be distributed concurrently, as principal,
on such Classes, pro rata, on the basis of their respective Class Certificate
Balances, until the Class Certificate Balances thereof are reduced to zero.
Notwithstanding the foregoing, on each Distribution Date prior to
the Senior Credit Support Depletion Date for the Crossed Loan Groups but on or
after the date on which the aggregate Class Certificate Balance of the Senior
Certificates of a Crossed Group have been reduced to zero, amounts otherwise
distributable from the Unscheduled Principal Amounts with respect to the related
Crossed Loan Group on the Class CB Certificates shall be paid as principal to
the remaining classes of Senior Certificates of the other Crossed Groups in
accordance with the priorities set forth for the applicable Group in clause
(ii), (iii), (iv), (v) or (vi) above, provided that on such Distribution Date
(a) the Crossed Loan Group Subordinate Percentage for such Distribution Date is
less than twice the initial Crossed Loan Group Subordinate Percentage or (b) the
outstanding principal balance of all Mortgage Loans in the Crossed Loan Groups
(including, for this purpose, any Mortgage Loans in foreclosure or any REO
Property and any Mortgage Loan for which the mortgagor has filed for bankruptcy)
delinquent 60 days or more (averaged over the preceding six month period), as a
percentage of the aggregate Class Certificate Balance of the Class CB
Certificates, is greater than or equal to 50%. If the Senior Certificates of two
or more Crossed Groups remain outstanding, the distributions described above
shall be made to the Senior Certificates of such Groups, pro rata, in proportion
to the aggregate Class Certificate Balance of the Senior Certificates of each
such Group.
In addition, if on any Distribution Date, after giving effect to the
preceding paragraph, the aggregate Class Certificate Balance of the Senior
Certificates of a Crossed Group is greater than the Adjusted Pool Amount of the
related Crossed Loan Group (any such Group, the "Undercollateralized Group" and
any such excess, the "Undercollateralized Amount"), all amounts otherwise
distributable as principal on the Subordinate Certificates pursuant to
5.02(a)(iii)(N), (L), (J), (H), (F) and (D), in that order, shall be paid as
principal to the Senior Certificates of the Undercollateralized Group in
accordance with the priorities set forth for the applicable Group above under
(ii), (iii), (iv), (v) or (vi) until the aggregate Class Certificate Balance of
the Senior Certificates of the Undercollateralized Group equals the Adjusted
Pool Amount of the related Crossed Loan Group. Also, the amount of any Class
Unpaid Interest Shortfalls with respect to the Undercollateralized Group
(including any Class Unpaid Interest Shortfalls for such Distribution Date)
shall be paid to the Undercollateralized Group prior to the payment of any
Undercollateralized Amount from amounts otherwise distributable as principal on
the Class CB Certificates pursuant to 5.02(a)(iii) (N), (L), (J), (H), (F) and
(D), in that order: such amount shall be paid to the Senior Certificates of such
Undercollateralized Group up to their Interest Distribution Amounts for such
Distribution Date. If two or more Groups are Undercollateralized Groups, the
distributions described above shall be made, pro rata, in proportion to the
amount by which the aggregate Class Certificate Balance of the Senior
Certificates of each such Crossed Group exceeds the Adjusted Pool Amount of the
related Crossed Loan Group.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates and Accrued Component Interest for each 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 such Component's Component
Interest Distribution Amount for such Distribution Date, without taking into
account the allocation made by this Section 5.02(c), of (A) Non-Supported
Interest Shortfalls, (B) on and after the related Senior Credit Support
Depletion Date, any other Realized Loss on the Mortgage Loans in the Related
Loan Group allocable to interest and (C) Relief Act Reductions incurred on the
Mortgage Loans during the Prior Period.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iii), if with respect to any Class of Class 1-B Certificates or Class CB
Certificates on any Distribution Date, (i) the aggregate of the Class
Certificate Balances immediately prior to such Distribution Date of all Classes
of Class 1-B Certificates or Class CB Certificates, as the case may be, which
have a higher numerical Class designation than such Class, divided by (ii) the
Pool Stated Principal Balance for the Loan Group 1 immediately prior to such
Distribution Date in the case of the Class 1-B Certificates and the aggregate
Pool Stated Principal Balance for the Crossed Loan Groups immediately prior to
such Distribution Date in the case of the Class CB Certificates (for each Class,
the "Fractional Interest") is less than the Original Fractional Interest for
such Class, no distribution of principal in respect of clause (ii) of the
Subordinate Principal Distribution Amounts shall be made to any Classes of Class
1-B Certificates or Class CB Certificates junior to such Class (the "Restricted
Classes") and the Class Certificate Balances of the Restricted Classes of Class
1-B Certificates or Class CB Certificates will not be used in determining the
Pro Rata Share for the Class 1-B Certificates or Class CB Certificates that are
not Restricted Classes. If the aggregate Class Certificate Balances of the Class
1-B Certificates or Class CB Certificates that are not Restricted Classes are
reduced to zero, notwithstanding the previous sentence, any funds remaining
shall be distributed sequentially to the Class 1-B Certificates or Class CB
Certificates that are Restricted Classes of such Related Group in order of their
respective numerical Class designations (beginning with the Class of Class 1-B
Certificates or Class CB Certificates that is a Restricted Class then
outstanding with the lowest numerical Class designation). For purposes of this
Section 5.02(d), the Class 1-B-X Certificates will be deemed to be senior to,
and have a lower numerical Class designation than, all of the other Classes of
Class 1-B Certificates.
(e) For federal income tax purposes, the Class 1-X Certificates are
entitled to, for each Interest Accrual Period, the "Class 1-X Distributable
Amount," which is a specified portion of the interest on the Middle-Tier 1-A
Interests equal to the excess of the Net WAC for the Group 1 Mortgage Loans over
the product of two and the weighted average interest rate of the Middle-Tier 1-A
Interests with each Middle-Tier 1-A Interest (other than the Class 1-A-MX
Interest) subject to a cap equal to the Pass-Through Rate of the Corresponding
1-A Certificate and the Class 1-A-MX Interest subject to a cap of 0.00%. The
Pass-Through Rate of the Class 1-X Certificates shall be a rate sufficient to
entitle the Class 1-X Certificate to all interest accrued on the Middle-Tier 1-A
Interests less the aggregate interest accrued on the Class 1-A-1, Class 1-A-2
and Class 1-A-3 Certificates.
For federal income tax purposes, the Class 1-B-X Certificates are
entitled to, for each Interest Accrual Period, the "Class 1-B-X Distributable
Amount," which is a specified portion of the interest on the Middle-Tier 1-B
Interests equal to the excess of the Net WAC for the Group 1 Mortgage Loans over
the product of two and the weighted average interest rate of the Middle-Tier 1-B
Interests with each Middle-Tier 1-B Interest (other than the Class 1-B-MX
Interest) subject to a cap equal to the Pass-Through Rate of the Corresponding
1-B Certificate and the Class 1-B-MX Interest subject to a cap of 0.00%. The
Pass-Through Rate of the Class 1-B-X Certificates shall be a rate sufficient to
entitle the Class 1-B-X Certificate to all interest accrued on the Middle-Tier
1-A Interests less the aggregate interest accrued on the Class 1-B-1, Class
1-B-2 and Class 1-B-3 Certificates.
Section 5.03 Allocation of Losses; Allocation of Net Deferred
Interest.
(a) On or prior to each Determination Date, the Master Servicer
shall inform the Securities Administrator in writing with respect to each
Mortgage Loan: (1) whether any Realized Loss is a Deficient Valuation or a Debt
Service Reduction, (2) of the amount of such loss or Deficient Valuation, or of
the terms of such Debt Service Reduction and (3) of the total amount of Realized
Losses on the Mortgage Loans in each Loan Group. Based on such information, the
Securities Administrator shall determine the total amount of Realized Losses on
the Mortgage Loans in each Loan Group with respect to the related Distribution
Date. Realized Losses shall be allocated to the Certificates by a reduction in
the Class Certificate Balances of the designated Classes pursuant to the
operation of Section 5.03(b).
(b) The Class Certificate Balance of the Class of Class 1-B
Certificates then outstanding with the highest numerical Class designation shall
be reduced or increased on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of all
outstanding Classes of Group 1 Senior Certificates (after giving effect to the
amount to be distributed as a distribution of principal on such Distribution
Date) equals the Adjusted Pool Amount for Loan Group 1 such Distribution Date.
For purposes of this Section 5.03(b), the Class 1-B-X Certificates will be
deemed to be senior to, and have a lower numerical Class designation than, all
of the other Classes of Class 1-B Certificates.
The Class Certificate Balance of the Class of Class CB Certificates
then outstanding with the highest numerical Class designation shall be reduced
or increased on each Distribution Date by the amount, if any, necessary such
that the aggregate of the Class Certificate Balances of all outstanding Classes
of Group 2 Senior Certificates, Group 3 Senior Certificates, Group 4 Senior
Certificates, Group 5 Senior Certificates and Group 6 Senior Certificates (after
giving effect to the amount to be distributed as a distribution of principal on
such Distribution Date) equals the sum of the Adjusted Pool Amounts for the
Crossed Loan Groups such Distribution Date.
After the applicable Senior Credit Support Depletion Date, the Class
Certificate Balances of the Senior Certificates of each Group in the aggregate
shall be reduced or increased on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of all
outstanding Classes of Senior Certificates of such Group (after giving effect to
the amount to be distributed as a distribution of principal on such Distribution
Date) equals the Adjusted Pool Amount for the Related Loan Group for such
Distribution Date.
Any such reduction or increase shall be allocated among the Senior
Certificates of such Group based on the Class Certificate Balances immediately
prior to such Distribution Date.
(c) Any reduction or increase in the Class Certificate Balance of a
Class of Certificates pursuant to Section 5.03(b) above shall be allocated among
the Certificates of such Class in proportion to their respective Percentage
Interests.
(d) The calculation of the amount to be distributed as principal to
any Class of Class 1-B Certificates or Class CB Certificates with respect to a
Distribution Date (the "Calculated Principal Distribution") shall be made prior
to the allocation of any Realized Losses for such Distribution Date; provided,
however, the actual payment of principal to the Classes of Class 1-B
Certificates or Class CB Certificates shall be made subsequent to the allocation
of Realized Losses for such Distribution Date. In the event that after the
allocation of Realized Losses for a Distribution Date, the Calculated Principal
Distribution for a Class of Class 1-B Certificates or Class CB Certificates is
greater than the Class Certificate Balance of such Class, the excess shall be
distributed first, sequentially, to the Classes of Class 1-B Certificates or the
Class CB Certificates, as the case may be, then outstanding (beginning with the
Class of Class 1-B Certificates or Class CB Certificates, as the case may be,
then outstanding with the lowest numerical designation) until the respective
Class Certificate Balance of each such Class is reduced to zero and then to the
Group 1 Senior Certificates, in the case of Class 1-B Certificates, pro rata, in
accordance with the priorities set forth in Section 5.02, or the Group 2 Senior
Certificates, Group 3 Senior Certificates, Group 4 Senior Certificates, Group 5
Senior Certificates and Group 6 Senior Certificates, in the case of Class CB
Certificates, pro rata, in accordance with the priorities set forth in Section
5.02. For purposes of this Section 5.03(d), the Class 1-B-X Certificates will be
deemed to be senior to, and have a lower numerical Class designation than, all
of the other Classes of Class 1-B Certificates.
(e) After the Senior Credit Support Depletion Date for Group 1 and
prior to the Class Certificate Balance of the Class 1-A-3 Certificates having
been reduced to zero, on any Distribution Date on which the Class 1-A-3 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of the
Class 1-A-3 Certificates shall be reduced by the Class 1-A-3 Loss Allocation
Amount and, notwithstanding Section 5.03(b), the Class Certificate Balances of
the Class 1-A-1 and Class 1-A-2 Certificates will not be reduced by the Class
1-A-3 Loss Allocation Amount. Further, on any Distribution Date on which the sum
of the Class 1-A-1 Loss Amount and Class 1-A-2 Loss Amount exceeds the Class
Certificate Balance of the Class 1-A-3 Certificates prior to any reduction for
the Class 1-A-3 Loss Allocation Amount, the Class Certificate Balance of the
Class 1-A-2 Certificates shall be reduced by such excess and notwithstanding
Section 5.03(b), the Class Certificate Balance of the Class 1-A-1 Certificates
will not be reduced by such excess. In addition, after the Senior Credit Support
Depletion Date for Group 1 and after the Class Certificate Balance of the Class
1-A-3 Certificates has been reduced to zero, 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 shall be reduced by the
Class 1-A-2 Loss Allocation Amount and, notwithstanding Section 5.03(b), the
Class Certificate Balance of the Class 1-A-1 Certificates will not be reduced by
the Class 1-A-2 Loss Allocation Amount.
Any increase in the Class Certificate Balance allocated to the Class
1-A-1 and Class 1-A-2 Certificates pursuant to Section 5.03(b) will instead
increase the Class Certificate Balance of the Class 1-A-3 Certificates. After
the Class Certificate Balance of the Class 1-A-3 Certificates has been reduced
to zero, any increase in the Class Certificate Balance allocated to the Class
1-A-1 Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 1-A-2 Certificates.
After the Senior Credit Support Depletion Date for the Crossed
Groups, on any Distribution Date on which the Class 2-A-2 Loss Allocation Amount
is greater than zero, the Class Certificate Balance of the Class 2-A-2
Certificates shall be reduced by the Class 2-A-2 Loss Allocation Amount and,
notwithstanding Section 5.03(b), the Class Certificate Balance of the Class
2-A-1 Certificates will not be reduced by the Class 2-A-2 Loss Allocation
Amount.
Any increase in the Class Certificate Balance allocated to the Class
2-A-1 Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 2-A-2 Certificates.
After the Senior Credit Support Depletion Date for the Crossed
Groups, on any Distribution Date on which the Class 3-A-2 Loss Allocation Amount
is greater than zero, the Class Certificate Balance of the Class 3-A-2
Certificates shall be reduced by the Class 3-A-2 Loss Allocation Amount and,
notwithstanding Section 5.03(b), the Class Certificate Balance of the Class
3-A-1 Certificates will not be reduced by the Class 3-A-2 Loss Allocation
Amount.
Any increase in the Class Certificate Balance allocated to the Class
3-A-1 Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 3-A-2 Certificates.
After the Senior Credit Support Depletion Date for the Crossed
Groups, on any Distribution Date on which the Class 4-A-2 Loss Allocation Amount
is greater than zero, the Class Certificate Balance of the Class 4-A-2
Certificates shall be reduced by the Class 4-A-2 Loss Allocation Amount and,
notwithstanding Section 5.03(b), the Class Certificate Balance of the Class
4-A-1 Certificates will not be reduced by the Class 4-A-2 Loss Allocation
Amount.
Any increase in the Class Certificate Balance allocated to the Class
4-A-1 Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 4-A-2 Certificates.
After the Senior Credit Support Depletion Date for the Crossed
Groups, 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 shall be reduced by the Class 5-A-2 Loss Allocation Amount and,
notwithstanding Section 5.03(b), the Class Certificate Balance of the Class
5-A-1 Certificates will not be reduced by the Class 5-A-2 Loss Allocation
Amount.
Any increase in the Class Certificate Balance allocated to the Class
5-A-1 Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 5-A-2 Certificates.
After the Senior Credit Support Depletion Date for the Crossed
Groups, 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 shall be reduced by the Class 6-A-2 Loss Allocation Amount and,
notwithstanding Section 5.03(b), the Class Certificate Balance of the Class
6-A-1 Certificates will not be reduced by the Class 6-A-2 Loss Allocation
Amount.
Any increase in the Class Certificate Balance allocated to the Class
6-A-1 Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 6-A-2 Certificates.
(f) Notwithstanding any other provision of this Section 5.03, no
Class Certificate Balance of a Class shall be increased on any Distribution Date
such that the Class Certificate Balance of such Class exceeds its Initial Class
Certificate Balance less all distributions of principal previously distributed
in respect of such Class on prior Distribution Dates plus, in the case of the
Group 1 Senior Certificates and the Class 1-B Certificates, any Net Deferred
Interest previously allocated thereto.
(g) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 shall be allocated to each Uncertificated
Middle-Tier REMIC Interest as described in Section 5.02(a).
(h) On each Distribution Date, the Senior Percentage of Net Deferred
Interest for Loan Group 1 shall be allocated first, pro rata, to the Class
1-X-IO Component and Class 1-X-PI Component, based upon and to the extent of the
amounts distributable to each such Component pursuant to clause (i) of the
definition of "Component Interest Distribution Amount" (prior to any reduction
for Net Deferred Interest) and second, pro rata, to the Class 1-A-1, Class 1-A-2
and Class 1-A-3 Certificates, based upon and to the extent of the amounts
distributable to each such Class pursuant to clause (i) of the definition of
"Interest Distribution Amount" (prior to any reduction for Net Deferred
Interest). The Subordinate Percentage of Net Deferred Interest for Loan Group 1
shall be allocated pro rata between (i) the Class 1-B-X, Class 1-B-1, Class
1-B-2 and Class 1-B-3 Certificates and (ii) the Class 1-B-4, Class 1-B-5 Class
1-B-6 Certificates. The Subordinate Percentage of Net Deferred Interest
allocated in clause (i) above shall be allocated first to the Components of the
Class 1-B-X Certificates and second, pro rata, to the Class 1-B-1, Class 1-B-2
and Class 1-B-3 Certificates, concurrently, based upon and to the extent of
their interest entitlements (prior to any reduction for Net Deferred Interest).
The Subordinate Percentage of Net Deferred Interest allocated in clause (ii)
above shall be allocated pro rata, to the Class 1-B-4, Class 1-B-5 and Class
1-B-6 Certificates, based upon and to the extent of their interest entitlements
(prior to any reduction for Net Deferred Interest). On each Distribution Date,
any amount of Net Deferred Interest allocable to a class of Certificates or
Component shall be added as principal to the outstanding Class Certificate
Balance of such Class or Component Balance of such Component, except that any
Net Deferred Interest allocated to an Interest Only Component shall be added to
the Component Balance of the Related Principal and Interest Component.
Section 5.04 Statements to Certificateholders.
(a) Prior to the Distribution Date in each month, based upon the
information provided to the Securities Administrator on the Master Servicer's
Certificate delivered to the Securities Administrator pursuant to Section 4.01,
the Securities Administrator shall determine the following information with
respect to such Distribution Date:
(i) for each Loan Group, the amount allocable to principal,
separately identifying the aggregate amount of any Principal Prepayments
and Liquidation Proceeds included therein;
(ii) for each Loan Group, the amount allocable to interest, any
Class Unpaid Interest Shortfall and Component Unpaid Interest Shortfall
included in such distribution and any remaining Class Unpaid Interest
Shortfall and Component Unpaid Interest Shortfall after giving effect to
such distribution;
(iii) 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;
(iv) the Class Certificate Balance of each Class of Certificates and
Component Balance of each Component after giving effect to the
distribution of principal on such Distribution Date;
(v) for each Loan Group, the Pool Stated Principal Balance for the
following Distribution Date;
(vi) for each Loan Group, (A) the Senior Percentage, the Senior
Prepayment Percentage, the Subordinate Percentage and the Subordinate
Prepayment Percentage for such Distribution Date and (B) the Senior
Percentage, the Senior Prepayment Percentage, the Subordinate Percentage
and the Subordinate Prepayment Percentage for the following Distribution
Date;
(vii) the Senior Percentage for Loan Group 1, the Crossed Loan Group
Senior Percentage, the Loan Group 1 Subordinate Percentage and the CB
Crossed Loan Group Subordinate Percentage for such Distribution Date and
for the following Distribution Date;
(viii) the amount of the Servicing Fee paid to or retained by each
Servicer with respect to each Loan Group and such Distribution Date and
the amount of the Master Servicing Fee paid to the Master Servicer with
respect to such Distribution Date;
(ix) the Pass-Through Rate for each such Class of Certificates with
respect to such Distribution Date;
(x) for each Loan Group, the amount of Periodic Advances included in
the distribution on such Distribution Date and the aggregate amount of
Periodic Advances outstanding as of the close of business on such
Distribution Date;
(xi) for each Loan Group, the number and aggregate principal amounts
of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
foreclosure or bankruptcy) (1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90
days and (4) 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;
(xii) for each Loan Group, with respect to any Mortgage Loan that
became an REO Property during the preceding calendar month, the loan
number and Stated Principal Balance of such Mortgage Loan as of the close
of business on the Determination Date preceding such Distribution Date and
the date of acquisition thereof;
(xiii) 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;
(xiv) for each Loan Group, the aggregate amount of Realized Losses
incurred during the preceding calendar month;
(xv) the Notional Amount for each Class of Interest Only
Certificates and the Notional Amount for each Interest Only Component for
such Distribution Date;
(xvi) the Cap Carryover Amounts distributed on such Distribution
Date and the Cap Carryover Amounts remaining after giving effect to
distributions thereof on such Distribution Date;
(xvii) the amount of Net Deferred Interest added to the Class
Certificate Balance of any Class of Certificates or the Component Balance
of any Component;
(xviii) for each Loan Group, the Reimbursement Amount; and
(xix) for each Loan Group, the amount of Recoveries.
(b) No later than each Distribution Date, the Securities
Administrator, based upon information supplied to it on the Master Servicer's
Certificate, shall make available to each Holder of a Certificate, each Rating
Agency and the Master Servicer a statement setting forth the information set
forth in Section 5.04(a).
In the case of information furnished pursuant to clauses (i) and
(ii) of Section 5.04(a), the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination.
On each Distribution Date, the Securities Administrator shall
prepare and make available to each Financial Market Service, in electronic or
such other format and media mutually agreed upon by the Securities
Administrator, the Financial Market Service and the Depositor, the information
contained in the statement described in Section 5.04(a) for such Distribution
Date.
The Securities Administrator will make the monthly statement to
Certificateholders (and, at its option, any additional files containing the same
information in an alternative format) available each month to
Certificateholders, and other parties to this Agreement via the Securities
Administrator's Internet website. The Securities Administrator's Internet
website shall initially be located at "xxx.xxxxxxx.xxx." Assistance in using the
website can be obtained by calling the Securities Administrator's customer
service desk at (000) 000-0000. Parties that are unable to use the website are
entitled to have a paper copy mailed to them via first class mail by calling the
customer service desk and indicating such. The Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 (i) and (ii) of Section 5.04(a), in each case aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Securities Administrator shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Securities Administrator pursuant to any
requirements of the Code as from time to time in force.
The Securities Administrator shall deliver to the Holders of
Certificates any reports or information the Securities Administrator is required
by this Agreement or the Code, Treasury Regulations or REMIC Provisions to
deliver to the Holders of Certificates, and the Securities Administrator 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 Securities Administrator 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 Securities Administrator), (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 Securities Administrator 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, nothing contained in
this Agreement, including without limitation Section 7.03 hereof, shall be
interpreted to require the Securities Administrator 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 5.05 Tax Returns and Reports to Certificateholders.
(a) For federal income tax purposes, each REMIC shall have a
calendar year taxable year and shall maintain its books on the accrual method of
accounting.
(b) The Securities Administrator shall prepare or cause to be
prepared, shall cause to be timely signed by the Trustee, and shall file or
cause to be filed with the Internal Revenue Service and applicable state or
local tax authorities income tax information returns for each taxable year with
respect to each REMIC 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 and the Certificateholders the schedules, statements or information at
such times and in such manner as may be required thereby. Within 30 days of the
Closing Date, the Securities Administrator shall obtain for each REMIC a
taxpayer identification number on Form SS-4 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 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 or 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 of each REMIC for its
short taxable year ending December 31, 2005, REMIC status shall be elected for
such taxable year and all succeeding taxable years.
(d) The Securities Administrator will maintain or cause to be
maintained such records relating to each REMIC, 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 5.06 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 each of the Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier
REMICs. By its acceptance of the Class 1-A-R Certificate, such Holder
irrevocably appoints the Securities Administrator 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 REMICs.
Section 5.07 Rights of the Tax Matters Person in Respect of the
Securities Administrator. The Securities Administrator shall afford the Tax
Matters Person, upon reasonable notice during normal business hours, access to
all records maintained by the Securities Administrator in respect of its duties
hereunder and access to officers of the Securities Administrator responsible for
performing such duties. Upon request, the Securities Administrator 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 Securities Administrator shall make available to the Tax
Matters Person such books, documents or records relating to the Securities
Administrator'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 Securities Administrator and is not
obligated to supervise the performance of the Securities Administrator under
this Agreement or otherwise.
Section 5.08 REMIC Related Covenants. For as long as any REMIC
created hereunder shall exist, the Trustee, the Securities Administrator, the
Depositor and the Master Servicer shall act in accordance herewith to assure
continuing treatment of each REMIC created hereunder as a REMIC and avoid the
imposition of tax on each REMIC created hereunder. In particular:
(a) Neither the Securities Administrator nor the Trustee shall
create, or permit the creation of, any "interests" in any REMIC within the
meaning of Code Section 860D(a)(2) other than the interests represented by the
Regular Certificates, the Residual Certificate, the Uncertificated Lower-Tier
Interests and the Uncertificated Middle-Tier Interests.
(b) Except as otherwise provided in the Code, (i) the Depositor and
the Master Servicer 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 to any REMIC after the start-up day unless such
contribution would not subject the Trust Estate to the 100% tax on contributions
to a REMIC after the start-up day of such REMIC imposed by Code Section 860G(d).
(c) The Securities Administrator, on behalf of the Trustee, shall
not accept on behalf of any REMIC any fee or other compensation for services and
none of the Securities Administrator, the Trustee or the Master 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) Neither the Securities Administrator, on behalf of the Trustee,
nor the Trustee shall sell or permit the sale of all or any portion of the
Mortgage Loans (other than in accordance with Sections 2.02, 2.04 or 3.01),
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 Securities Administrator shall maintain books with respect
to the Trust and each REMIC on a calendar year taxable year and on an accrual
basis.
None of the Master Servicer, the Securities Administrator or 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 Master Servicer
and the Depositor, the Securities Administrator may engage in the activities
otherwise prohibited by the foregoing paragraphs (b), (c) and (d); provided that
the Master Servicer shall have delivered to the Securities Administrator an
Opinion of Counsel to the effect that such transaction will not result in the
imposition of a tax on any REMIC created hereunder and will not disqualify any
such REMIC from treatment as a REMIC; and, provided further, that the Master
Servicer shall have demonstrated to the satisfaction of the Securities
Administrator that such action will not adversely affect the rights of the
Holders of the Certificates and the Securities Administrator and that such
action will not adversely impact the rating of the Certificates.
Section 5.09 Determination of LIBOR. On each Rate Determination Date
for a Class of LIBOR Certificates, the Securities Administrator shall determine
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 Telerate page 3750 as of 11:00 A.M. London time on such Rate
Determination Date. As used herein, "Telerate page 3750" means the display
designated as page 3750 on the Moneyline Telerate Service.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Securities Administrator is unable to determine LIBOR on the basis of the
method set forth in the preceding paragraph, LIBOR for the applicable
Distribution Date shall be whichever is higher of (x) LIBOR as determined on the
previous Rate Determination Date for such Class of LIBOR Certificates or (y) the
Reserve Interest Rate. The "Reserve Interest Rate" shall be the rate per annum
which the Securities Administrator 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 Securities Administrator are quoting, on the relevant Rate
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 Securities
Administrator can determine no such arithmetic mean, the lowest one-month U.S.
Dollar lending rate that the New York City banks selected by the Securities
Administrator are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Securities Administrator is required but is unable to determine the Reserve
Interest Rate in the manner provided in the preceding paragraph, LIBOR for the
applicable Distribution Date shall be LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates, or, in the case of the
first Rate Determination Date, 3.640%.
The establishment of LIBOR by the Securities Administrator and the
Securities Administrator's subsequent calculation of the rates of interest
applicable to each of the LIBOR Certificates in the absence of manifest error,
shall be final and binding. After a Rate Determination Date, the Securities
Administrator shall provide the Pass-Through Rates of the LIBOR Certificates for
the related Distribution Date to Beneficial Owners or Holders of LIBOR
Certificates who place a telephone call to the Securities Administrator at (301)
815-6600 and make a request therefor.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits X-0-X-0, X-0-X-0, X-0-X-0. X-0-X-X, A-1-X, X-0-X-0, X-0-X-0, X-0-X,
X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-X,
X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-XX-0, X-XX-0, X-XX-0,
X-XX-0, X-XX-0, X-XX-0 and C (reverse of all Certificates) and shall, on
original issue, be executed by the Securities Administrator and shall be
authenticated and delivered by the Securities Administrator 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
minimum denominations of initial Certificate Balance or initial notional amount
and integral multiples in excess thereof set forth in the Preliminary Statement.
The Senior Certificates (other than the Class 1-A-R Certificate) and the Class
1-B-X, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class CB-1, Class CB-2 and Class
CB-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.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Securities Administrator 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 Securities Administrator shall bind the Securities Administrator,
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
Securities Administrator 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 Securities Administrator shall cause to be kept at an office
or agency in the city in which the Corporate Trust Office of the Securities
Administrator is located a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Securities Administrator shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Securities Administrator 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 Securities Administrator shall execute and the
Securities Administrator 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 Securities Administrator or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator 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 Securities
Administrator 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 Securities Administrator 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 Securities Administrator 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.
(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 Securities Administrator in
writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and the Securities
Administrator or the Depositor is unable to locate a qualified successor,
the Securities Administrator 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 Certificate Owners requesting the same. Upon surrender to the
Securities Administrator 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 Securities Administrator shall issue the
Definitive Certificates. None of the Master Servicer, the Depositor, the
Securities Administrator 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 Securities Administrator with an adequate inventory of certificates to
facilitate the issuance and transfer of Definitive Certificates. Upon the
issuance of Definitive Certificates, the Securities Administrator 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, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Securities Administrator 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
Securities Administrator 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
Securities Administrator or the Depositor and (ii) the Securities Administrator
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 Securities Administrator 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 Securities Administrator 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.
(e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Securities Administrator either (i) a
representation letter 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, the Securities Administrator or the Master Servicer, or
(ii) in the case of any ERISA Restricted Certificate presented for registration
in the name of an employee benefit plan or arrangement, including an individual
retirement account, subject to ERISA, the Code, or any federal, state or local
law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), or a trustee or custodian of any of the foregoing, an Opinion of
Counsel in form and substance satisfactory to the Securities Administrator to
the effect that the purchase or holding of such ERISA Restricted Certificate by
or on behalf of such Plan will not constitute or result in a non-exempt
prohibited transaction within the meaning of ERISA, Section 4975 of the Code or
Similar Law and will not subject the Trustee, the Depositor, the Securities
Administrator or the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Securities Administrator, the Trustee or the Master Servicer. Any
transferee of an ERISA Restricted Certificate that does not comply with either
clause (i) or (ii) of the preceding sentence shall be deemed to have made one of
the representations set forth in Exhibit H. For purposes of clause (i) of the
second preceding sentence, such representation shall be deemed to have been made
to the Certificate Registrar 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 Certificate Registrar shall have
received from the transferee an alternative representation acceptable in form
and substance to the Depositor. Notwithstanding anything else to the contrary
herein, any purported transfer of an ERISA Restricted Certificate to or on
behalf of a Plan without the delivery to the Securities Administrator of an
Opinion of Counsel satisfactory to the Securities Administrator as described
above shall be void and of no effect.
Neither the Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator in accordance with the
foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in a
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 a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Securities Administrator of any change or impending change in
its status as a Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Securities Administrator shall
require delivery to it, in form and substance satisfactory to it, of an
affidavit in the form of Exhibit I hereto from the proposed transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Securities Administrator has actual knowledge that the proposed transferee
is not a Permitted Transferee, no transfer of any Ownership Interest in a
Residual Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a Residual Certificate may be purchased
by or transferred to any Person that is not a U.S. Person, unless (A) such
Person holds such Residual Certificate in connection with the conduct of a
trade or business within the United States and furnishes the transferor
and the Securities Administrator with an effective Internal Revenue
Service Form W-8ECI (or successor thereto) or (B) the transferee delivers
to both the transferor and the Securities Administrator 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 a Residual
Certificate will not be disregarded for federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership Interest
in a 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 a Residual
Certificate, then the prior Holder of such Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of such 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 such Residual Certificate. The
Securities Administrator shall be under no liability to any Person for any
registration of transfer of a Residual Certificate that is in fact not
permitted by this Section 6.02 or for making any distributions due on such
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
Securities Administrator shall be entitled to recover from any Holder of a
Residual Certificate that was in fact not a Permitted Transferee at the
time such distributions were made all distributions made on such Residual
Certificate. Any such distributions so recovered by the Securities
Administrator shall be distributed and delivered by the Securities
Administrator to the prior Holder of such Residual Certificate that is a
Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section 6.02, then the Securities Administrator,
based on information provided to the Securities Administrator by the
Master 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 Securities Administrator under this clause (vii) shall be
reimbursable by the Trust.
(viii) No Ownership Interest in a Residual Certificate shall be
acquired by a Plan or any Person acting on behalf of a Plan.
(g) Reserved]
(h) No service charge shall be imposed for any transfer or exchange
of Certificates of any Class, but the Securities Administrator 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.
(i) 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 Securities
Administrator, 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 Securities Administrator
or the Certificate Registrar that such Certificate has been acquired by a bona
fide purchaser, the Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Master Servicer,
the Trustee, the Securities Administrator, the Certificate Registrar and any
agent of the Depositor, the Master Servicer, the Trustee, the Securities
Administrator 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 Master Servicer, the Trustee, the
Securities Administrator, the Certificate Registrar or any agent of the
Depositor, the Master Servicer, the Trustee, the Securities Administrator or the
Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Master
Servicer. The Depositor and the Master 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 Master Servicer
herein. By way of illustration and not limitation, the Depositor is not liable
for the master servicing and administration of the Mortgage Loans, nor is it
obligated by Section 8.01 to assume any obligations of the Master 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 Master
Servicer. The Depositor and the Master 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 Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master 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 the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC.
Section 7.03 Limitation on Liability of the Depositor, the Master
Servicer and Others. None of the Depositor, the Master Servicer or any of the
directors, officers, employees or agents of the Depositor or of the Master
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
Master 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 Master Servicer and any director, officer,
employee or agent of the Depositor or the Master 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 Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master 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 Master 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 Master 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 Master Servicer shall each be entitled to be reimbursed therefor out of
amounts attributable to the Mortgage Loans on deposit in the Master Servicer
Custodial Account as provided by Section 3.11.
Section 7.04 Depositor and Master Servicer Not to Resign. Subject to
the provisions of Section 7.02, neither the Depositor nor the Master Servicer
shall resign from its respective obligations and duties hereby imposed on it
except upon determination that its duties hereunder are no longer permissible
under applicable law. Any such determination permitting the resignation of the
Depositor or the Master Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Securities Administrator. No such resignation by
the Master Servicer shall become effective until the Securities Administrator or
a successor Master Servicer shall have assumed the Master Servicer's
responsibilities and obligations in accordance with Section 8.05 hereof.
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 Master Servicer to remit amounts to the
Securities Administrator for deposit into the Distribution Account in the amount
and manner provided herein so as to enable the Securities Administrator to
distribute to Holders of Certificates any payment required to be made under the
terms of such Certificates and this Agreement which continues unremedied by 3:00
P.M. New York time on the related Distribution Date; or
(b) failure on the part of the Master Servicer duly to observe or
perform in any material respect any other covenants or agreements of the Master
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 Master Servicer by the Securities Administrator, the Trustee
or the Depositor, or to the Master Servicer, the Depositor, the Securities
Administrator 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 Master
Servicer, or for the winding up or liquidation of the Master 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 Master 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 Master Servicer or of or relating to substantially all of its property; or
the Master 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;
then, and in each and every such case, so long as an Event of Default is
actually known by the Trustee or the Depositor and shall not have been remedied
by the Master Servicer, either the Trustee or the Depositor 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 Master Servicer (and to the Trustee, if given by the
Depositor, and to the Depositor, if given by the Trustee), terminate all of the
rights and obligations of the Master Servicer under this Agreement. On or after
the receipt by the Master Servicer of such written notice and subject to Section
8.05, all authority and power of the Master 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 and Section 8.05(a), unless and until such time as the Trustee shall
appoint a successor Master Servicer pursuant to Section 8.05, and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master 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 applicable
Mortgage Loans and related documents, or otherwise, including, without
limitation, the recordation of the assignments of the applicable Mortgage Loans
to it. The Master Servicer agrees to cooperate with the Trustee in effecting the
termination of the responsibilities and rights of the Master 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 Master
Servicer in the Master Servicer Custodial Account or thereafter received by the
Master 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'
fees) incurred in connection with transferring the master servicing data and
information to the successor Master Servicer and amending this Agreement to
reflect such succession as Master Servicer pursuant to this Section 8.01 shall
be paid by the predecessor Master Servicer. Notwithstanding the termination of
the Master Servicer pursuant hereto, the Master Servicer shall remain liable for
any causes of action arising out of any Event of Default occurring prior to such
termination, subject to the terms and conditions of this Agreement.
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
Master Servicer or any successor Master 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 subject the Trustee to a risk of personal liability
or be unjustly prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of the Master 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 Master Servicer specified in
Section 8.01(a) or (b) which would become an Event of Default upon such Master
Servicer's failure to remedy the same after notice, the Trustee shall give
notice thereof to the Master 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 in accordance with Section
8.01.
Section 8.05 Trustee to Act; Appointment of Successor.
Within 90 days of the time the Master Servicer (and the Trustee if
such notice of termination is delivered by the Depositor) 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 Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and thereof, as applicable, 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 Master Servicer,
immediately will assume all of the obligations of the Master Servicer to make
advances (including, without limitation, Advances pursuant to Section 3.21)
under this Agreement, (ii) the Trustee, in its capacity as successor Master
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 Master Servicer in its
obligation to make advances (including Advances pursuant to Section 3.21) 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. Subject to Section 8.05(b),
as compensation therefor, the Trustee shall be entitled to such compensation as
the terminated Master Servicer would have been entitled to hereunder if no such
notice of termination had been given, except for those amounts due to the Master
Servicer as reimbursement for Advances previously made or amounts previously
expended and are otherwise reimbursable hereunder. 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 Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder; provided, however, that any
such institution appointed as successor Master 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
Master Servicer. The appointment of a successor Master Servicer shall not affect
any liability of the predecessor Master Servicer which may have arisen under
this Agreement prior to its termination as Master Servicer, nor shall any
successor Master Servicer be liable for any acts or omissions of the predecessor
Master Servicer or for any breach by the Master 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 Master 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 Master Servicing Transfer Costs shall be
paid by the predecessor Master Servicer upon presentation of reasonable
documentation of such costs, and if such predecessor Master Servicer defaults in
its obligation to pay such costs, such costs shall be paid by the successor
Master Servicer or the Trustee (in which case the successor Master Servicer or
the Trustee shall be entitled to reimbursement therefor from the assets of the
Trust).
(a) In connection with the appointment of a successor Master
Servicer or the assumption of the duties of the Master Servicer, as specified in
Section 8.05(a), the Trustee may make such arrangements for the compensation of
such successor as it and such successor shall agree, not to exceed the Master
Servicer compensation hereunder.
(b) Any successor, including the Trustee, to the Master Servicer as
master servicer shall during the term of its service as master servicer maintain
in force (i) a policy or policies of insurance covering errors and omissions in
the performance of its obligations as master servicer hereunder and (ii) a
fidelity bond in respect of its officers, employees and agents to the same
extent as the Master Servicer is so required pursuant to Section 3.03.
Section 8.06 Notification to Certificateholders. Upon any
termination or appointment of a successor to the Master Servicer pursuant to
this Article VIII, the Securities Administrator 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 AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities Administrator.
(a) The Trustee and the Securities Administrator, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, each undertake to perform such duties and
only such duties as are specifically set forth in this Agreement as duties of
the Trustee and the Securities Administrator, respectively. 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 their exercise as a reasonably prudent
investor would exercise or use under the circumstances in the conduct of such
investor's own affairs. In case an Event of Default has occurred of which a
Responsible Officer of the Securities Administrator shall have actual knowledge
(which has not been cured or waived), the Securities Administrator shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a reasonably prudent
investor would exercise or use under the circumstances in the conduct of such
investor's own affairs.
The Trustee and the Securities Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Securities Administrator
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 neither the Trustee nor
the Securities Administrator shall be responsible for the accuracy of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Master Servicer or the Depositor hereunder.
(b) No provision of this Agreement shall be construed to relieve the
Trustee or the Securities Administrator 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 and the Securities Administrator
shall be determined solely by the express provisions of this Agreement,
the Trustee and the Securities Administrator 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 the Securities Administrator
and, in the absence of bad faith on the part of the Trustee and the
Securities Administrator, the Trustee and the Securities Administrator may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and the Securities Administrator by the Depositor
or the Master 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) and the Securities
Administrator (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
specified in clauses (a) and (b) of Section 8.01 or an Event of Default
under clauses (c) and (d) of Section 8.01 unless a Responsible Officer of
the Trustee assigned to and working in the Corporate Trust Office of the
Trustee obtains actual knowledge of such failure or event or any
Responsible Officer of the Trustee receives written notice of such failure
or event at its Corporate Trust Office from the Master Servicer, the
Securities Administrator, the Depositor or any Certificateholder. The
Securities Administrator shall not be charged with knowledge of any
default specified in clauses (a) and (b) of Section 8.01 or an Event of
Default under clauses (c) and (d) of Section 8.01 unless a Responsible
Officer of the Securities Administrator assigned to and working in the
Corporate Trust Office of the Securities Administrator obtains actual
knowledge of such failure or event or any Responsible Officer of the
Securities Administrator receives written notice of such failure or event
at its Corporate Trust Office from the Master Servicer, the Trustee, the
Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 8.05 in respect of the
Trustee, no provision in this Agreement shall require the Trustee or the
Securities Administrator to expend or risk its own funds or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee or Securities Administrator hereunder, or in the
exercise of any of its rights or powers, if the Trustee or the Securities
Administrator shall have reasonable grounds for believing that repayment
of funds or adequate indemnity or security satisfactory to it against such
risk or liability is not reasonably assured to it and none of the
provisions contained in this Agreement shall in any event require the
Securities Administrator to perform, or be responsible for the manner of
performance of, any of the obligations of the Master Servicer under this
Agreement.
Section 9.02 Certain Matters Affecting the Trustee and the
Securities Administrator.
Except as otherwise provided in Section 9.01:
(i) The Trustee and the Securities Administrator 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 and the manner of obtaining consents and of
evidencing the authorization of the execution thereof by
Certificateholders shall be subject to the reasonable regulations as the
Trustee and the Securities Administrator, as applicable, may prescribe;
(ii) The Trustee and the Securities Administrator 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) Neither the Trustee nor the Securities Administrator shall be
under any 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 or the
Securities Administrator, as the case may be, reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee or the Securities Administrator 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) Neither the Trustee nor the Securities Administrator shall 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;
(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, neither the Trustee nor the Securities Administrator shall 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 or the Securities Administrator 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 or the Securities
Administrator, as applicable, not reasonably assured to the Trustee or the
Securities Administrator, as applicable, by the security afforded to it by
the terms of this Agreement, the Trustee or the Securities Administrator,
as the case may be, 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;
(vi) The Trustee and the Securities Administrator may each 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 or the Securities Administrator to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and neither the Trustee nor the Securities
Administrator shall be answerable for other than its gross negligence or
willful misconduct in the performance of any such act.
Section 9.03 Neither Trustee nor Securities Administrator Liable for
Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates (other than the execution of, and the authentication on the
Certificates) shall be taken as the statements of the Depositor or Master
Servicer, as applicable, and neither the Trustee nor the Securities
Administrator assumes responsibility for their correctness. Neither the Trustee
nor the Securities Administrator makes any representations as to the validity or
sufficiency of this Agreement or of the Certificates or any Mortgage Loans save
that the Trustee and the Securities Administrator represent 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). Neither the Trustee nor the Securities Administrator shall 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.
Neither the Trustee nor the Securities Administrator shall at any
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 Master Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as the successor Master 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 Master
Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions
of the Trustee as successor Master Servicer); the compliance by the Depositor or
the Master 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 Master
Servicer or any loss resulting therefrom, it being understood that the Trustee
and the Securities Administrator 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 Master Servicer (other than if the Trustee shall assume the
duties of the Master Servicer pursuant to Section 8.05 and thereupon only for
the acts or omissions of the Trustee as successor Master Servicer), or any
Mortgagor; any action of the Master Servicer (other than if the Trustee shall
assume the duties of the Master Servicer pursuant to Section 8.05 and thereupon
only for the acts or omissions of the Trustee as successor Master Servicer)
taken in the name of the Securities Administrator; the failure of the Master
Servicer to act or perform any duties required of it as agent of the Trust or
the Securities Administrator hereunder; or any action by the Trustee or the
Securities Administrator taken at the instruction of the Master Servicer (other
than if the Trustee shall assume the duties of the Master Servicer pursuant to
Section 8.05 and thereupon only for the acts or omissions of the Trustee as
successor Master Servicer); provided, however, that the foregoing shall not
relieve the Trustee or the Securities Administrator of its obligation to perform
its duties under this Agreement, including, without limitation, the Trustee's
review of the Mortgage Files pursuant to Section 2.02. The Trustee shall execute
and 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 and Securities Administrator May Own
Certificates. Each of the Trustee and the Securities Administrator in their
individual or any other capacities may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee or the
Securities Administrator and may otherwise deal with the Master Servicer or any
of its affiliates with the same right it would have if it were not the Trustee
or the Securities Administrator.
Section 9.05 Eligibility Requirements for Trustee and the Securities
Administrator. The Trustee and the Securities Administrator 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 $50,000,000.00 and subject to supervision or
examination by Federal or State authority and (c) with respect to every
successor trustee or securities administrator hereunder either an institution
(i) the long-term unsecured debt obligations of which are rated at xxxxx "X0" by
Xxxxx'x and at least "A" and S&P or (ii) whose serving as Trustee or Securities
Administrator 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, the Master Servicer or any 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. The principal office of the Trustee and the Securities
Administrator (other than the initial Trustee or Securities Administrator) shall
be in a state with respect to which an Opinion of Counsel has been delivered to
such Trustee at the time such Trustee or Securities Administrator is appointed
Trustee or Securities Administrator to the effect that the Trust will not be a
taxable entity under the laws of such state. In case at any time the Trustee or
the Securities Administrator shall cease to be eligible in accordance with the
provision of this Section 9.05, the Trustee or the Securities Administrator, as
the case may be, shall resign immediately in the manner and with the effect
specified in Section 9.06.
The Securities Administrator (i) may not be an originator, the
Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless
the Securities Administrator is in an institutional trust department, (ii) must
be authorized to exercise corporate trust powers under the laws of its
jurisdiction of organization, and (iii) must be rated at least "P1" by Xxxxx'x
and "A-1" by S&P (or such other rating acceptable to Xxxxx'x and S&P pursuant to
a ratings confirmation). If no successor Securities Administrator shall have
been appointed and shall have accepted appointment within 60 days after the
Securities Administrator ceases to be the Securities Administrator pursuant to
this Section 9.05, then the Trustee shall perform the duties of the Securities
Administrator pursuant to this Agreement. 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, an
institution qualified under Section 9.05 hereof as the successor to the
Securities Administrator hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of a Securities Administrator hereunder;
provided, however, that any such institution appointed as successor Securities
Administrator 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 Securities Administrator. The
Trustee shall notify the Rating Agencies of any change of the Securities
Administrator.
Section 9.06 Resignation and Removal of Trustee and the Securities
Administrator. The Trustee or the Securities Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
thereof to the Master Servicer and the Depositor and mailing a copy of such
notice to all Holders of record. The Trustee or the Securities Administrator, as
applicable, shall also mail a copy of such notice of resignation to each Rating
Agency. Upon receiving such notice of resignation, the Depositor shall use its
best efforts to promptly appoint a mutually acceptable successor Trustee or
Securities Administrator, as applicable, by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee or
Securities Administrator, as applicable, and one copy to the successor Trustee
or Securities Administrator, as applicable. If no successor Trustee or
Securities Administrator, as the case may be, shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee or Securities Administrator may petition
any court of competent jurisdiction for the appointment of a successor Trustee
or Securities Administrator.
If at any time the Trustee or Securities Administrator 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 Master Servicer, or if at any
time the Trustee or the Securities Administrator shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or the Securities Administrator or of their respective property shall be
appointed, or any public officer shall take charge or control of the Trustee or
the Securities Administrator or of their respective property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Master Servicer
may remove the Trustee or the Securities Administrator, as the case may be, and
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or the Securities
Administrator, as applicable, 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 or the Securities Administrator
by written instrument or instruments delivered to the Master Servicer and the
Trustee or the Securities Administrator, as applicable; the Master Servicer
shall thereupon use their best efforts to appoint a mutually acceptable
successor Trustee or Securities Administrator, as the case may be, in accordance
with this Section 9.06.
Any resignation or removal of the Trustee or the Securities
Administrator 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 or Securities Administrator, as the case
may be, as provided in Section 9.07.
Section 9.07 Successor Trustee or Securities Administrator. Any
successor Trustee or successor Securities Administrator appointed as provided in
Section 9.06 shall execute, acknowledge and deliver to the Master Servicer and
to its predecessor Trustee or Securities Administrator, as applicable, an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Securities Administrator shall become
effective and such successor Trustee or Securities Administrator, as the case
may be, 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 or Securities
Administrator, as applicable, herein. The predecessor Trustee or Securities
Administrator shall duly assign, transfer, deliver and pay over to the successor
Trustee or Securities Administrator, as the case may be, the whole of the
Mortgage Files and related documents and statements held by it hereunder,
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 or
Securities Administrator in the administration hereof as may be reasonably
requested by the successor Trustee or Securities Administrator, as the case may
be, and shall thereupon be discharged from all duties and responsibilities under
this Agreement; provided, however, that if the predecessor Trustee or Securities
Administrator has been removed pursuant to the third paragraph of Section 9.06,
all reasonable expenses of the predecessor Trustee or Securities Administrator
incurred in complying with this Section 9.07 shall be reimbursed by the Trust.
No successor Trustee or Securities Administrator shall accept
appointment as provided in this Section 9.07 unless at the time of such
appointment such successor Trustee or Securities Administrator, as the case may
be, shall be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee or Securities
Administrator, as applicable, as provided in this Section 9.07, the Master
Servicer shall cooperate to mail notice of the succession of such Trustee or
Securities Administrator, as the case may be, hereunder to all Holders of
Certificates at their addresses as shown in the Certificate Register and to each
Rating Agency. If the Master Servicer fails to mail such notice within ten days
after acceptance of appointment by the successor Trustee or Securities
Administrator, the successor Trustee or Securities Administrator, as the case
may be, shall cause such notice to be mailed at the expense of the Master
Servicer.
Section 9.08 Merger or Consolidation of Trustee or Securities
Administrator. Any corporation or banking association into which either the
Trustee or the Securities Administrator 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 or the Securities
Administrator shall be a party, or any corporation or banking association
succeeding to all or substantially all of the corporate trust business of the
Trustee or the Securities Administrator, shall be the successor of the Trustee
or the Securities Administrator, as applicable, 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.
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 Master 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 Master Servicer
and the Trustee may consider necessary or desirable. If the Master 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. The Securities
Administrator shall be responsible for the fees of any co-trustee or separate
trustee appointed hereunder.
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 Master 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 a
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 Securities Administrator may
appoint one or more authenticating agents ("Authenticating Agents") which shall
be authorized to act on behalf of the Securities Administrator in authenticating
or countersigning Certificates. Initially, the Authenticating Agent shall be
Xxxxx Fargo Bank, N.A. Wherever reference is made in this Agreement to the
authentication or countersigning of Certificates by the Securities Administrator
or the Securities Administrator's certificate of authentication or
countersigning, such reference shall be deemed to include authentication or
countersigning on behalf of the Securities Administrator by an Authenticating
Agent and a certificate of authentication or countersignature executed on behalf
of the Securities Administrator by an Authenticating Agent. Each Authenticating
Agent must be acceptable to the Master 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.
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 Securities Administrator or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Securities Administrator and to the Master
Servicer. The Securities Administrator may at any time terminate the agency of
any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Master 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 Securities Administrator may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Master 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 Securities Administrator's Fees and Expenses and
Trustee's Fees and Expenses. The Trustee, as compensation for its services
hereunder, shall be entitled to a fee in an amount agreed upon between the
Trustee and the Securities Administrator, payable by the Securities
Administrator out of its own funds and not out of any funds of the Trust Estate.
The Securities Administrator, as compensation for its services hereunder, shall
be entitled to a fee in an amount agreed upon between the Securities
Administrator and the Master Servicer, payable by the Master Servicer out of its
own funds and not out of any funds of the Trust Estate. The Trustee and the
Securities Administrator, as the case may be, and any director, officer,
employee or agent of the Trustee or the Securities Administrator, as the case
may be, shall be indemnified and held harmless by the Trust against any claims,
damage, loss, liability or expense (including reasonable attorney's fees) (a)
incurred in connection with or arising from or relating to (i) this Agreement,
(ii) the Certificates, or (iii) the performance of any of the Trustee's or
Securities Administrator's, as the case may be, 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 or Securities Administrator's, as the case may be, duties hereunder,
(b) resulting from any tax or information return which was prepared by, or
should have been prepared by, the Master 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 or the Securities
Administrator, and except for any such expense, disbursement or advance as may
arise from the Trustee's or the Securities Administrator's gross negligence, bad
faith or willful misconduct, the Trust shall reimburse the Trustee and the
Securities Administrator for all reasonable expenses, disbursements and advances
incurred or made by the Trustee or the Securities Administrator 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, neither the Trustee nor the Securities Administrator shall be entitled
to payment or reimbursement for any routine ongoing expenses incurred by the
Trustee or the Securities Administrator, as applicable, in the ordinary course
of its duties as Trustee or Securities Administrator, 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 or the Securities Administrator, as applicable,
hereunder.
Section 9.12 Appointment of Custodian. The Trustee may at any time
on or after the Closing Date, with the consent of the Depositor and the Master
Servicer, appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a custodial agreement
in a form acceptable to the Depositor and the Master Servicer. Subject to this
Article IX, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File.
Section 9.13 Paying Agents. The Securities Administrator may appoint
one or more Paying Agents (each, a "Paying Agent") which shall be authorized to
act on behalf of the Securities Administrator in making withdrawals from the
Distribution Account and distributions to Certificateholders as provided in
Section 3.09 and Section 5.02. Wherever reference is made in this Agreement to
withdrawal from the Distribution Account by the Securities Administrator, such
reference shall be deemed to include such a withdrawal on behalf of the
Securities Administrator 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 Securities Administrator or the furnishing of a statement to
Certificateholders by the Securities Administrator, such reference shall be
deemed to include such a distribution or furnishing on behalf of the Securities
Administrator by a Paying Agent. Each Paying Agent shall provide to the
Securities Administrator such information concerning the Distribution Account as
the Securities Administrator shall request from time to time. Each Paying Agent
must be reasonably acceptable to the Master 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 or
the Securities Administrator) 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 Securities Administrator 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, the Securities Administrator and to the Master
Servicer; provided that the Paying Agent has returned to the Distribution
Account or otherwise accounted, to the reasonable satisfaction of the Securities
Administrator, for all amounts it has withdrawn from the Distribution Account.
The Securities Administrator may, upon prior written approval of the Master
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Master 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 Securities
Administrator may appoint, upon prior written approval of the Master Servicer, a
successor Paying Agent, shall give written notice of such appointment to the
Master 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 Securities Administrator shall remain liable for any
duties and obligations assumed by its appointed Paying Agent.
Section 9.14 Limitation of Liability. The Certificates are executed
by the Securities Administrator, not in its individual capacity but solely as
Securities Administrator 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 Securities Administrator in the
Certificates is made and intended not as a personal undertaking or agreement by
the Securities Administrator but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee or Securities Administrator 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 or
the Securities Administrator without the possession of any of the Certificates
or the production thereof in any proceeding relating thereto, and such preceding
instituted by the Trustee or the Securities Administrator shall be brought in
its own name or in its capacity as Trustee or Securities Administrator. 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 Master 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 or Liquidation of All
Mortgage Loans. Subject to Section 10.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer, the Servicers, the
Securities Administrator and the Trustee created hereby (other than the
obligation of the Securities Administrator 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 Securities Administrator
pursuant to Sections 5.04(b) and 5.05(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 of all
of the Mortgage Loans in Loan Group 1 and all REO Property relating thereto by
the Master Servicer and (ii) the purchase of all the Mortgage Loans in the
Crossed Loan Groups and all REO Property relating thereto by the Master Servicer
at a purchase price equal to the sum of (i) 100% of the Stated Principal Balance
of each such Mortgage Loan in such Loan Group (other than any Mortgage Loan as
to which REO Property has been acquired and whose fair market value is included
pursuant to clause (ii) below) and (ii) the fair market value of such REO
Property (as determined by the Master 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 the fifth paragraph
of this Article X), plus any Class Unpaid Interest Shortfall for any Class of
Certificates as well as one month's interest at the related Mortgage Interest
Rate on the Stated Principal Balance of each Mortgage Loan (including any
Mortgage Loan as to which REO Property has been acquired) or (b) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Estate and the disposition of all REO
Property.
The Master Servicer may not exercise its purchase option until all
Reimbursement Amounts for the Mortgage Loans subject to the purchase option have
been paid. The Securities Administrator shall notify the Seller, upon notice of
the Master Servicer's intent to exercise its purchase option, of any
Reimbursement Amount outstanding.
The right of the Master Servicer to purchase the Group 1 Mortgage
Loans or the Crossed Loan Group Mortgage Loans is conditioned upon (i) the Pool
Stated Principal Balance of Loan Group 1 or (ii) the aggregate of the Pool
Stated Principal Balances for the Crossed Loan Groups being less being less than
10% of the aggregate unpaid principal balance of the related Mortgage Loans as
of the Cut-off Date (each, a "Termination Date"). If such right is exercised by
the Master Servicer, the Trustee shall, promptly following payment of the
purchase price, release to the Master Servicer, or its respective designees, the
Mortgage Files pertaining to such Mortgage Loans being purchased. The Master
Servicer's right, title and interest in and to such purchased Mortgage Loans and
the related Mortgage Files shall be subject to the servicing rights of the
Servicers pursuant to the related Servicing Agreements.
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.
Notice of any termination of the Trust, specifying, in the case of
the Master Servicer, the Final Distribution Date (which shall be a date that
would otherwise be a Distribution Date), upon which the Certificateholders may
surrender their Certificates to the Securities Administrator for payment of the
final distribution and for cancellation, shall be given promptly by the Master
Servicer (if the Master Servicer exercises its right in respect of an optional
purchase as described in this Section 10.01) or by the Securities Administrator
(in any other case) by letter to the applicable Certificateholders mailed not
later than the 15th day of the month of such final distribution specifying (1)
the applicable Distribution Date upon which final payment of the applicable
Certificates shall be made upon presentation and surrender of such Certificates
at the office or agency of the Securities Administrator 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 Securities Administrator therein specified. If the Master Servicer
is obligated to give notice to any Certificateholders as aforesaid, it shall
give such notice to the Trustee, the Securities Administrator and the
Certificate Registrar at the time such notice is given to such
Certificateholders. In the event such notice is given by the Master Servicer,
the Master Servicer shall deposit in the Certificate Account on or before the
Final 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, equal to the purchase price for the
related assets of the Trust Estate computed as above provided together with a
statement as to the amount to be distributed on each Class of Certificates
pursuant to the next succeeding paragraph.
Upon presentation and surrender of the applicable Certificates, the
Securities Administrator shall cause to be distributed to the applicable
Certificateholders of each Class, in the order set forth in Section 5.02 hereof
on the applicable Distribution Date, and in proportion to their respective
Percentage Interests, with respect to Certificateholders of the same Class, all
cash on hand in respect of the related REMIC (other than the amounts retained to
meet claims). An amount shall be distributed in respect of interest and
principal, as applicable, 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 as provided in Section 5.02. After all
distributions have been made as required by this paragraph, any amount remaining
in any Reserve Fund shall be distributed to Banc of America Securities LLC.
If the applicable Certificateholders do not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Securities Administrator shall on such date cause all
funds in the Distribution Account not distributed in final distribution to such
Certificateholders of such Group to continue to be held by the Securities
Administrator in an Eligible Account for the benefit of such Certificateholders
and the Securities Administrator 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 year after the second notice all the applicable Certificates shall not have
been surrendered for cancellation, the Securities Administrator 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) If the Master Servicer 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 Securities Administrator
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 (i) result in the
imposition of taxes on "prohibited transactions" of the Trust as defined in
Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to
qualify as a REMIC at any time that any related Certificates are outstanding:
(i) within 90 days prior to the applicable Final Distribution Date
set forth in the notice given by the Securities Administrator under
Section 10.01, the Securities Administrator shall sell all of the assets
of the Trust Estate to the Master Servicer for cash; and
(ii) the notice given by the Master Servicer or the Securities
Administrator pursuant to Section 10.01 shall provide that such notice
constitutes adoption of a plan of complete liquidation of the applicable
REMIC or REMICs as of the date of such notice (or, if earlier, the date on
which such notice was mailed to Certificateholders). The Securities
Administrator shall also ensure that such date is specified in the final
tax return of each applicable REMIC.
(b) By its acceptance of the Class 1-A-R 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
Securities Administrator.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Securities Administrator 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 each REMIC created hereunder as a
REMIC 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 pursuant to the Code
that would be a claim against the Trust Estate, provided that (a) the Trustee
and the Securities Administrator have received an Opinion of Counsel to the
effect 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 Distribution 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 Senior
Certificates, the Class 1-B-X, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class
1-B-4, Class 1-B-5, Class CB-1, Class CB-2, Class CB-3, Class CB-4 or Class CB-5
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.
This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Securities Administrator 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 and the Securities Administrator with an Opinion of Counsel
stating whether such amendment would adversely affect the qualification of any
REMIC created hereunder as a REMIC and notice of the conclusion expressed in
such Opinion of Counsel shall be included with any such solicitation. An
amendment made with the consent of all Certificateholders and executed in
accordance with this Section 11.01 shall be permitted or authorized by this
Agreement notwithstanding that such Opinion of Counsel may conclude that such
amendment would adversely affect the qualification of any REMIC created
hereunder as a REMIC.
Promptly after the execution of any such amendment or consent the
Securities Administrator 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 Securities Administrator may prescribe.
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 Securities Administrator 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 Securities Administrator 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.
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 Securities Administrator 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 Securities Administrator to institute
such action, suit or proceeding in its own name as Securities Administrator
hereunder and shall have offered to the Securities Administrator such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Securities Administrator, 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 Securities Administrator, 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 Securities Administrator
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 CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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 Securities Administrator 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, 000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: General Counsel and Chief
Financial Officer, (b) in the case of the Master Servicer, Xxxxx Fargo Bank,
N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: BAFC 2005-F,
(c) in the case of the Securities Administrator, Xxxxx Fargo Bank, N.A., X.X.
Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, Attention: BAFC, Series 2005-F, and for
overnight delivery purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: BAFC, Series 2005-F, with a copy to
Xxxxx Fargo Bank, N.A., Sixth and Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx,
00000, Attention: BAFC, Series 2005-F, (d) in the case of the Trustee, Wachovia
Bank, National Association, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000, Attention: Structured Finance Services, BAFC 2005-F, (e) in the case of
Moody's, Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attn: Residential Mortgage Monitoring Group, and (f) in the case of S&P,
Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000, Attn: Residential Mortgage Surveillance Manager; or,
as to each party, at such other address as shall be designated by such party in
a written notice to each other party; 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 Securities Administrator 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
Securities Administrator 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 and the
Securities Administrator, within 15 days after the receipt of a request by the
Trustee and/or the Securities Administrator in writing, a list, in such form as
the Trustee and/or the Securities Administrator may reasonably require, of the
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
Securities Administrator, 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 Securities
Administrator shall, within five 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 Securities Administrator. If
such a list is as of a date more than 90 days prior to the date of receipt of
such applicants' request, the Securities Administrator 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 Securities Administrator that neither the
Certificate Registrar nor the Securities Administrator 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 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.
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Securities Administrator and the Trustee 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:_________________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.,
as Master Servicer
By:_________________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:_________________________________________
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
By:_________________________________________
Name:
Title:
STATE OF MARYLAND.)
) ss.:
COUNTY COLUMBIA )
)
On the 30th day of August, 2005, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxx X. Xxxxxx, 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 ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 30th day of August, 2005, 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 ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 30th day of August, 2005, before me, a notary public in and
for the State of North Carolina, personally appeared ______________, known to me
who, being by me duly sworn, did depose and say that he is a _____________ of
Wachovia Bank, 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 ____________.
STATE OF MARYLAND.)
) ss.:
COUNTY COLUMBIA )
)
On the 30th day of August, 2005, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxx X. Xxxxxx, 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 ____________.
EXHIBIT A-1-A-1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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 REPRESENTS
BENEFICIAL OWNERSHIP OF 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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-A-1
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $144,102,000.00
Pass-Through Rate: Floating
CUSIP No.: 05946X YP 2
ISIN No.: US05946XYP22
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
For each Distribution Date occurring prior to and including the applicable
Termination Date, interest will accrue on these Certificates at a per annum rate
equal to the lesser of (i) the sum of LIBOR and 0.310% and (ii) the Group 1 Cap.
On each Distribution Date following the applicable Termination Date, interest
will accrue on these Certificates at a per annum rate equal to the lesser of (i)
the sum of LIBOR and 0.620% and (ii) the Group 1 Cap.
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 Securities Administrator.
* * *
EXHIBIT A-1-A-2
[FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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 REPRESENTS
BENEFICIAL OWNERSHIP OF 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.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR GROUP 1 AND AFTER THE CLASS
CERTIFICATE BALANCE OF THE CLASS 1-A-3 CERTIFICATES HAS BEEN REDUCED TO ZERO,
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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-A-2
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $48,034,000.00
Pass-Through Rate: Floating
CUSIP No.: 05946X YQ 0
ISIN No.: US05946XYQ05
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
For each Distribution Date occurring prior to and including the applicable
Termination Date, interest will accrue on these Certificates at a per annum rate
equal to the lesser of (i) the sum of LIBOR and 0.350% and (ii) the Group 1 Cap.
On each Distribution Date following the applicable Termination Date, interest
will accrue on these Certificates at a per annum rate equal to the lesser of (i)
the sum of LIBOR and 0.700% and (ii) the Group 1 Cap.
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 Securities Administrator.
* * *
EXHIBIT A-1-A-3
[FORM OF FACE OF CLASS 1-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-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 REPRESENTS
BENEFICIAL OWNERSHIP OF 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.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR GROUP 1, THE PRINCIPAL
PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS 1-A-1 AND CLASS 1-A-2
CERTIFICATES WILL BE BORNE BY THE CLASS 1-A-3 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-A-3
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $21,856,000.00
Pass-Through Rate: Floating
CUSIP No.: 05946X YR 8
ISIN No.: US05946XYR87
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
For each Distribution Date occurring prior to and including the applicable
Termination Date, interest will accrue on these Certificates at a per annum rate
equal to the lesser of (i) the sum of LIBOR and 0.400% and (ii) the Group 1 Cap.
On each Distribution Date following the applicable Termination Date, interest
will accrue on these Certificates at a per annum rate equal to the lesser of (i)
the sum of LIBOR and 0.800% and (ii) the Group 1 Cap.
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 Securities Administrator.
* * *
EXHIBIT A-1-A-R
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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 six loan groups of adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: Variable
CUSIP No.: 05946X YS 6
ISIN No.: US05946XYS60
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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 1 Mortgage Loans.
Any distribution of the proceeds of any remaining assets of the applicable
sub-accounts of the Distribution 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 Securities Administrator 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 Securities
Administrator 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; (iv) notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the Securities
Administrator 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 Securities Administrator with an effective
Internal Revenue Service Form W-8ECI (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Securities Administrator 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 Securities Administrator, based on information provided
to the Securities Administrator by the Master 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.
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 Securities Administrator.
* * *
EXHIBIT A-1-X
[FORM OF FACE OF CLASS 1-X CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-X
[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
BENEFICIAL OWNERSHIP OF 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 AND THE NOTIONAL
AMOUNT OF THE INTEREST ONLY COMPONENT 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 AND THE NOTIONAL AMOUNT
OF THE INTEREST ONLY COMPONENT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-X
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Aggregate Initial
Notional Amount
of the Interest Only
Component of this Class: $213,992,000.00
Initial Notional
Amount of the Interest
Only Component
of this Class
("Denomination"): $
Initial Certificate
Balance of this
Certificate: $0.00
Initial Class Certificate
Balance of this Class: $0.00
CUSIP No.: 05946X YT 4
ISIN No.: US05946XYT44
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 aggregate Initial Notional Amount of the Interest Only
Component 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 August 30, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer") and securities administrator
(the "Securities Administrator"), and Wachovia Bank, National Association, as
trustee (the "Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
For the purposes of determining distributions of interest and in reduction
of the Class Certificate Balance, the Class 1-X Certificates consist of an
Interest Only Component (the "Class 1-X-IO Component") and a Principal and
Interest Component ("Class 1-X-PI Component").
The amount of interest which accrues on the Class 1-X Certificates in any
month will equal the sum of the interest which accrues on the Class 1-X-IO
Component and the Class 1-X-PI Component. Interest will accrue on the Class
1-X-IO Component at a per annum rate equal to the excess, if any, of (i) the Net
WAC of the Group 1 Mortgage Loans over (ii) the weighted average of the
Pass-Through Rates of the Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates
as of such Distribution Date.
The initial Component Balance of the Class 1-X-PI Component will be $0. On
each Distribution Date, the Component Balance of the Class 1-X-PI Component will
increase by the amount of Net Deferred Interest allocated to it or to the Class
1-X-IO 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 Securities Administrator.
* * *
EXHIBIT A-2-A-1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 2-A-1
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $176,762,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X YV 9
ISIN No.: US05946XYV99
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
For each Distribution Date occurring prior to and including June 2008,
interest will accrue on these Certificates at a per annum rate equal to the Net
WAC of the Group 2 Mortgage Loans minus 0.3585%. For each Distribution Date
occurring on and after July 2008, interest will accrue on these Certificates at
a per annum rate equal to the Net WAC of the Group 2 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT A-2-A-2
[FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 2-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").
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.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE CROSSED GROUPS, 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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 2-A-2
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,052,000.00
CUSIP No.: 05946X YW 7
ISIN No.: US05946XYW72
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
For each Distribution Date occurring prior to and including June 2008,
interest will accrue on these Certificates at a per annum rate equal to the Net
WAC of the Group 2 Mortgage Loans minus 0.3585%. For each Distribution Date
occurring on and after July 2008, interest will accrue on these Certificates at
a per annum rate equal to the Net WAC of the Group 2 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT A-2-X
[FORM OF FACE OF CLASS 2-X CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 2-X
[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. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 2-X
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $188,814,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X ZU 0
ISIN No.: US05946XZU08
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 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 August 30, 2005 (the "Pooling and Servicing
Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master servicer
(the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 2-X 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 Master Servicer, the Securities
Administrator 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 or any other entity.
For each Distribution Date occurring prior to and including June 2008,
interest will accrue on these Certificates at a per annum rate equal to 0.3585%.
For each Distribution Date occurring on and after July 2008, the Pass-Through
Rate on these Certificates will be zero.
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 Securities Administrator.
* * *
EXHIBIT A-3-A-1
[FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 3-A-1
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $95,625,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X YX 5
ISIN No.: US05946XYX55
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 3 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT A-3-A-2
[FORM OF FACE OF CLASS 3-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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 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.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE CROSSED GROUPS, THE
PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS 3-A-1 CERTIFICATES
WILL BE BORNE BY THE CLASS 3-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 3-A-2
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $8,292,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X YY 3
ISIN No.: US05946XYY39
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 3 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT A-4-A-1
[FORM OF FACE OF CLASS 4-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 4-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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 4-A-1
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $318,581,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X YZ 0
ISIN No.: US05946XYZ04
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 4 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT A-4-A-2
[FORM OF FACE OF CLASS 4-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 4-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").
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.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE CROSSED GROUPS, THE
PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS 4-A-1 CERTIFICATES
WILL BE BORNE BY THE CLASS 4-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 4-A-2
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $46,622,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X ZA 4
ISIN No.: US05946XZA44
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 4 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT A-5-A-1
[FORM OF FACE OF CLASS 5-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 5-A-1
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $29,108,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X ZB 2
ISIN No.: US05946XZB27
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 5 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT A-5-A-2
[FORM OF FACE OF CLASS 5-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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").
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.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE CROSSED GROUPS, 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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 5-A-2
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,260,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X ZC 0
ISIN No.: US05946XZC00
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 5 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT A-6-A-1
[FORM OF FACE OF CLASS 6-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 6-A-1
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $51,542,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X ZD 8
ISIN No.: US05946XZD82
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 6 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT A-6-A-2
[FORM OF FACE OF CLASS 6-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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").
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.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE CROSSED GROUPS, 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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 6-A-2
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,514,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X ZE 6
ISIN No.: US05946XZE65
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates at a per annum rate equal to
the Net WAC of the Group 6 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT B-1-B-X
[FORM OF FACE OF CLASS 1-B-X CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-B-X
[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
BENEFICIAL OWNERSHIP OF 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 AND THE NOTIONAL
AMOUNT OF THE INTEREST ONLY COMPONENT 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 AND THE NOTIONAL AMOUNT
OF THE INTEREST ONLY COMPONENT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1 SENIOR
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-B-X
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Aggregate Initial
Notional Amount
of the Interest Only
Component of this Class: $18,493,000.00
Initial Notional
Amount of the Interest
Only Component
of this Class
("Denomination"): $
Initial Certificate
Balance of this
Certificate: $0.00
Initial Class Certificate
Balance of this Class: $0.00
CUSIP No.: 05946X YU 1
ISIN No.: US05946XYU17
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 aggregate Initial Notional Amount of the Interest Only
Component 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 August 30, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer") and securities administrator
(the "Securities Administrator"), and Wachovia Bank, National Association, as
trustee (the "Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
For the purposes of determining distributions of interest and in reduction
of the Class Certificate Balance, the Class 1-B-X Certificates consist of an
Interest Only Component (the "Class 1-BX-IO Component") and a Principal and
Interest Component ("Class 1-BX-PI Component").
The amount of interest which accrues on the Class 1-B-X Certificates in
any month will equal the sum of the interest which accrues on the Class 1-BX-IO
Component and the Class 1-BX-PI Component. Interest will accrue on the Class
1-BX-IO Component at a per annum rate equal to the excess, if any, of (i) the
Net WAC of the Group 1 Mortgage Loans over (ii) the weighted average of the
Pass-Through Rates of the Class 1-B-1, Class 1-B-2 and Class 1-B-3 Certificates
as of such Distribution Date.
The initial Component Balance of the Class 1-BX-PI Component will be $0.
On each Distribution Date, the Component Balance of the Class 1-BX-PI Component
will increase by the amount of Net Deferred Interest allocated to it or to the
Class 1-BX-IO 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 Securities Administrator.
* * *
EXHIBIT B-1-B-1
[FORM OF FACE OF CLASS 1-B-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-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 GROUP 1 SENIOR
CERTIFICATES AND CLASS 1-B-X CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-B-1
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $8,766,000.00
CUSIP No.: 05946X ZF 3
ISIN No.: US05946XZF31
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
For each Distribution Date occurring prior to and including the applicable
Termination Date, interest will accrue on these Certificates at a per annum rate
equal to the lesser of (i) the sum of LIBOR and 0.600% and (ii) the Group 1 Cap.
On each Distribution Date following the applicable Termination Date, interest
will accrue on these Certificates at a per annum rate equal to the lesser of (i)
the sum of LIBOR and 0.900% and (ii) the Group 1 Cap.
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 Securities Administrator.
* * *
EXHIBIT B-1-B-2
[FORM OF FACE OF CLASS 1-B-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-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 GROUP 1 SENIOR
CERTIFICATES, THE CLASS 1-B-X CERTIFICATES AND THE CLASS 1-B-1 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-B-2
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,124,000.00
CUSIP No.: 05946X ZG 1
ISIN No.: US05946XZG14
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
For each Distribution Date occurring prior to and including the applicable
Termination Date, interest will accrue on these Certificates at a per annum rate
equal to the lesser of (i) the sum of LIBOR and 0.900% and (ii) the Group 1 Cap.
On each Distribution Date following the applicable Termination Date, interest
will accrue on these Certificates at a per annum rate equal to the lesser of (i)
the sum of LIBOR and 1.350% and (ii) the Group 1 Cap.
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 Securities Administrator.
* * *
EXHIBIT B-1-B-3
[FORM OF FACE OF CLASS 1-B-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-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 GROUP 1 SENIOR
CERTIFICATES, THE CLASS 1-B-X CERTIFICATES, THE CLASS 1-B-1 CERTIFICATES AND THE
CLASS 1-B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-B-3
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,603,000.00
CUSIP No.: 05946X ZH 9
ISIN No.: US05946XZH96
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
For each Distribution Date occurring prior to and including the applicable
Termination Date, interest will accrue on these Certificates at a per annum rate
equal to the lesser of (i) the sum of LIBOR and 1.250% and (ii) the Group 1 Cap.
On each Distribution Date following the applicable Termination Date, interest
will accrue on these Certificates at a per annum rate equal to the lesser of (i)
the sum of LIBOR and 1.875% and (ii) the Group 1 Cap.
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 Securities Administrator.
* * *
EXHIBIT B-1-B-4
[FORM OF FACE OF CLASS 1-B-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-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 GROUP 1 SENIOR
CERTIFICATES, THE CLASS 1-B-X CERTIFICATES, THE CLASS 1-B-1 CERTIFICATES, THE
CLASS 1-B-2 CERTIFICATES AND THE CLASS 1-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.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL
ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF
SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE
ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60)
AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-B-4
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,362,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X ZM 8
ISIN No.: US05946XZM81
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates as of any Distribution Date at
a per annum rate equal to the Net WAC of the Group 1 Mortgage Loans.
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator or the Depositor
and (ii) the Securities Administrator 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 Securities
Administrator 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 Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator 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 Securities Administrator.
* * *
EXHIBIT B-1-B-5
[FORM OF FACE OF CLASS 1-B-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-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
OF THE CB CROSSED GROUPS, THE CLASS 1-B-X CERTIFICATES, THE CLASS 1-B-1
CERTIFICATES, THE CLASS 1-B-2 CERTIFICATES, THE CLASS 1-B-3 CERTIFICATES AND THE
CLASS 1-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.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL
ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF
SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE
ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60)
AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-B-5
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,522,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X XX 0
ISIN No.: US05946XZN64
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates as of any Distribution Date at
a per annum rate equal to the Net WAC of the Group 1 Mortgage Loans.
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator or the Depositor
and (ii) the Securities Administrator 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 Securities
Administrator 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 Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator 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 Securities Administrator.
* * *
EXHIBIT B-1-B-6
[FORM OF FACE OF CLASS 1-B-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-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 GROUP 1 SENIOR
CERTIFICATES, THE CLASS 1-B-X CERTIFICATES, THE CLASS 1-B-1 CERTIFICATES, THE
CLASS 1-B-2 CERTIFICATES, THE CLASS 1-B-3 CERTIFICATES, THE CLASS 1-B-4
CERTIFICATES AND THE CLASS 1-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.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL
ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF
SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE
ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60)
AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class 1-B-6
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,802,063.00
Pass-Through Rate: Variable
CUSIP No.: 05946X ZP 1
ISIN No.: US05946XZP13
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates as of any Distribution Date at
a per annum rate equal to the Net WAC of the Group 1 Mortgage Loans.
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator or the Depositor
and (ii) the Securities Administrator 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 Securities
Administrator 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 Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator 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 Securities Administrator.
* * *
EXHIBIT B-CB-1
[FORM OF FACE OF CLASS CB-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-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
OF THE CROSSED GROUPS AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-1
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $24,614,000.00
CUSIP No.: 05946X ZJ 5
ISIN No.: US05946XZJ52
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates as of any Distribution Date at
a per annum rate equal to the weighted average (based on the Group Subordinate
Amount for each Loan Group) of the Net WAC for each of the Group 2, Group 3,
Group 4, Group 5 and Group 6 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT B-CB-2
[FORM OF FACE OF CLASS CB-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-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
OF THE CROSSED GROUPS AND THE CLASS CB-1 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-2
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $7,940,000.00
CUSIP No.: 05946X ZK 2
ISIN No.: US05946XZK26
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates as of any Distribution Date at
a per annum rate equal to the weighted average (based on the Group Subordinate
Amount for each Loan Group) of the Net WAC for each of the Group 2, Group 3,
Group 4, Group 5 and Group 6 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT B-CB-3
[FORM OF FACE OF CLASS CB-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-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
OF THE CROSSED GROUPS, THE CLASS CB-1 CERTIFICATES AND THE CLASS CB-2
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-3
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,764,000.00
CUSIP No.: 05946X ZL 0
ISIN No.: US05946XZL09
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates as of any Distribution Date at
a per annum rate equal to the weighted average (based on the Group Subordinate
Amount for each Loan Group) of the Net WAC for each of the Group 2, Group 3,
Group 4, Group 5 and Group 6 Mortgage Loans.
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 Securities Administrator.
* * *
EXHIBIT B-CB-4
[FORM OF FACE OF CLASS CB-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-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
OF THE CROSSED GROUPS, THE CLASS CB-1 CERTIFICATES, THE CLASS CB-2 CERTIFICATES
AND THE CLASS CB-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.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL
ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF
SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE
ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60)
AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-4
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,367,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X ZQ 9
ISIN No.: US05946XZQ95
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates as of any Distribution Date at
a per annum rate equal to the weighted average (based on the Group Subordinate
Amount for each Loan Group) of the Net WAC for each of the Group 2, Group 3,
Group 4, Group 5 and Group 6 Mortgage Loans.
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator or the Depositor
and (ii) the Securities Administrator 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 Securities
Administrator 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 Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator 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 Securities Administrator.
* * *
EXHIBIT B-CB-5
[FORM OF FACE OF CLASS CB-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-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
OF THE CROSSED GROUPS, THE CLASS CB-1 CERTIFICATES, THE CLASS CB-2 CERTIFICATES,
THE CLASS CB-3 CERTIFICATES AND THE CLASS CB-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.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL
ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF
SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE
ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60)
AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-5
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,573,000.00
Pass-Through Rate: Variable
CUSIP No.: 05946X ZR 7
ISIN No.: US05946XZR78
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates as of any Distribution Date at
a per annum rate equal to the weighted average (based on the Group Subordinate
Amount for each Loan Group) of the Net WAC for each of the Group 2, Group 3,
Group 4, Group 5 and Group 6 Mortgage Loans.
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator or the Depositor
and (ii) the Securities Administrator 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 Securities
Administrator 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 Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator 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 Securities Administrator.
* * *
EXHIBIT B-CB-6
[FORM OF FACE OF CLASS CB-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-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
OF THE CROSSED GROUPS, THE CLASS CB-1 CERTIFICATES, THE CLASS CB-2 CERTIFICATES,
THE CLASS CB-3 CERTIFICATES, THE CLASS CB-4 CERTIFICATES AND THE CLASS CB-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.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL
ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF
SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE
ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60)
AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
Class CB-6
evidencing an interest in a Trust consisting primarily of six loan groups of
adjustable 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: August 1, 2005
First Distribution Date: September 20, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,382,819.00
Pass-Through Rate: Variable
CUSIP No.: 05946X ZS 5
ISIN No.: US05946XZS51
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 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 August 30, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and Wachovia Bank, National Association, as trustee (the
"Trustee"). 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 Master Servicer, the
Securities Administrator 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 or any other entity.
Interest will accrue on these Certificates as of any Distribution Date at
a per annum rate equal to the weighted average (based on the Group Subordinate
Amount for each Loan Group) of the Net WAC for each of the Group 2, Group 3,
Group 4, Group 5 and Group 6 Mortgage Loans.
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator or the Depositor
and (ii) the Securities Administrator 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 Securities
Administrator 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 Holder
of a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Securities Administrator 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 Securities Administrator.
* * *
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-F
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 Distribution Account for
payment hereunder and that the Securities Administrator 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 Securities
Administrator.
Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 20th 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. The Record Date applicable to each Distribution Date is the
last Business Day of the month immediately preceding the month of such
Distribution Date or the Business Day immediately preceding such Distribution
Date, as set forth in the Pooling and Servicing Agreement.
On each Distribution Date, the Securities Administrator shall distribute
out of the Distribution Account to each Certificateholder of record on the
related Record Date (other than with respect to 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 Regular Certificate, by wire
transfer or by such other means of payment as such Certificateholder and the
Securities Administrator shall agree upon, such Certificateholder's Percentage
Interest in the amount to which the related Class of Certificates is entitled in
accordance with the priorities set forth in Section 5.02 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
Securities Administrator 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 Securities Administrator and the rights of the
Certificateholders under the Pooling and Servicing Agreement at any time by the
Depositor, the Master Servicer, the Securities Administrator 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 Securities Administrator upon surrender of
this Certificate for registration of transfer at the Corporate Trust Office
accompanied by a written instrument of transfer in form satisfactory to the
Securities Administrator 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. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Master Servicer, the Certificate Registrar, the
Securities Administrator and the Trustee and any agent of the Depositor, the
Master Servicer, the Certificate Registrar, the Securities Administrator 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 Master Servicer,
the Certificate Registrar, the Securities Administrator, the Trustee or any such
agent shall be affected by any notice to the contrary.
On any Distribution Date on which either (i) the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans or (ii) the aggregate Stated
Principal Balance of the Mortgage Loans in the Crossed Loan Groups is less than
10% of the aggregate Cut-off Date Pool Principal Balance of such Mortgage Loans
(each, a "Termination Date"), the Master Servicer has the option to purchase
such Mortgage Loans 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.
IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.
Dated:
XXXXX FARGO BANK, N.A.,
as Securities Administrator
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 Securities Administrator
By_______________________________________
Authorized Signatory
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 Securities Administrator 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.
EXHIBIT D-1
LOAN GROUP 1 MORTGAGE LOAN SCHEDULE
[Intentionally Omitted]
EXHIBIT D-2
LOAN GROUP 2 MORTGAGE LOAN SCHEDULE
[Intentionally Omitted]
EXHIBIT D-3
LOAN GROUP 3 MORTGAGE LOAN SCHEDULE
[Intentionally Omitted]
EXHIBIT D-4
LOAN GROUP 4 MORTGAGE LOAN SCHEDULE
[Intentionally Omitted]
EXHIBIT D-5
LOAN GROUP 5 MORTGAGE LOAN SCHEDULE
[Intentionally Omitted]
EXHIBIT D-6
LOAN GROUP 6 MORTGAGE LOAN SCHEDULE
[Intentionally Omitted]
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: Wachovia Bank, National Association
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: The Pooling and Servicing Agreement, dated August 30, 2005, among Banc of
America Funding Corporation, as Depositor, Xxxxx Fargo Bank, N.A., as
Master Servicer and Securities Administrator, and Wachovia Bank, National
Association, as Trustee
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 applicable Servicer)
Issuer:______________________________________
Address:_____________________________________
_____________________________________________
Date:________________________________________
Custodian
---------
Wachovia 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
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
[_______________] hereby certifies that it has established a
[__________] Account pursuant to Section [________] of the Pooling and Servicing
Agreement, dated August 30, 2005, among Banc of America Funding Corporation, as
Depositor, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities
Administrator, and Wachovia Bank, National Association, as Trustee.
[_______________],
By:______________________________________
Name:____________________________________
Title:___________________________________
EXHIBIT G-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Corporate Trust Services - BAFC 2005-F
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-F, Class ___, having an initial aggregate
Certificate Balance as of August 30, 2005 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 August 30, 2005, among Banc of America Funding Corporation,
as Depositor, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities
Administrator, and Wachovia Bank, National Association, as Trustee. 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 Securities
Administrator, 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 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:___________________________________
EXHIBIT G-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Corporate Trust Services - BAFC 2005-F
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-F, Class ___, having an initial aggregate
Certificate Balance as of August 30, 2005 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 August 30, 2005, among Banc of America Funding
Corporation, as Depositor, Xxxxx Fargo Bank, N.A., as Master Servicer and
Securities Administrator, and Wachovia Bank, National Association, as Trustee.
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 Securities
Administrator, 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
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:___________________________________
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:___________________________________
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") and Xxxxx Fargo Bank, N.A., as Securities Administrator, 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 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.
----------
(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.
___ 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,
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:____________________________________
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") and Xxxxx Fargo Bank, N.A., as Securities Administrator, 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).
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:____________________________________
EXHIBIT G-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Corporate Trust Services - BAFC 2005-F
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-F, Class ___, having an initial aggregate
Certificate Balance as of August 30, 2005 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
August 30, 2005, among Banc of America Funding Corporation, as Depositor, Xxxxx
Fargo Bank, N.A., as Master Servicer and Securities Administrator, and Wachovia
Bank, National Association, as Trustee. 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 Securities Administrator, 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
Securities Administrator is obligated so 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 Securities Administrator 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
Securities Administrator 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
Securities Administrator or the Depositor and (ii) the Securities Administrator
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 Securities Administrator 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.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF
ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE
MADE UNLESS THE TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER
(I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE
SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT
SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF
FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL
ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY
12, 1995)), THERE IS NO BENEFIT PLAN WITH RESPECT TO WHICH THE AMOUNT OF
SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD
BY OR ON BEHALF OF SUCH BENEFIT PLAN AND ALL OTHER BENEFIT PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN
SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS
10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT
(AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE
DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES
ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS
CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN
A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION
4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE
MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE
REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE UNLESS SUCH
PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF
COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE SECURITIES
ADMINISTRATOR. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER
RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
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
(e) 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
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:____________________________________
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:___________________________________
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR ERISA-RESTRICTED CERTIFICATES
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Corporate Trust Services - BAFC 2005-F
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-F, Class ___, having an initial aggregate
Certificate Balance as of August 30, 2005 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
August 30, 2005, among Banc of America Funding Corporation, as Depositor, Xxxxx
Fargo Bank, N.A., as Master Servicer and Securities Administrator, and Wachovia
Bank, National Association, as Trustee. 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
Securities Administrator, either that:
(a) it is not, and is not acting on behalf of, an employee benefit plan or
arrangement, including an individual retirement account, subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal
Revenue Code of 1986, as amended (the "Code"), or any federal, state or local
law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or
(b) With respect to the Class CB-4, Class CB-5, Class CB-6, Class DB-4,
Class DB-5 and Class DB-6 Certificates only, it is an insurance company and the
source of funds used to purchase the Transferred Certificates is an "insurance
company general account" (as defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), there
is no Plan with respect to which the amount of such general account's reserves
and liabilities for the contract(s) held by or on behalf of such Plan and all
other Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and all Plans that have an interest in such general account are
Plans to which PTE 95-60 applies.
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
Very truly yours,
_________________________________________
(Transferee)
By:______________________________________
Name:____________________________________
Title:___________________________________
Date:____________________________________
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2005-F
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 August 30, 2005, (the "Agreement"), relating to the above-referenced
Series, by and among Banc of America Funding Corporation, as depositor (the
"Depositor"), Xxxxx Fargo Bank, N.A., as master servicer and securities
administrator, and Wachovia Bank, National Association, as trustee. 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
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.
7. The Transferee historically has paid its debts as they have become due.
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's nominee is
___________.
10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
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
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
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,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.
* * *
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
______________, ____
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
(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.
EXHIBIT J
LIST OF RECORDATION STATES
Maryland
Florida
EXHIBIT K
FORM OF INITIAL CERTIFICATION OF THE CUSTODIAN
Banc of America Funding Corporation
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 2005-F
Re: The Pooling and Servicing Agreement, dated August 30, 2005, among
Banc of America Funding Corporation, as Depositor, Xxxxx Fargo Bank,
N.A., as Master Servicer and Securities Administrator, and Wachovia
Bank, National Association, as Trustee
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Trustee, hereby certifies that, except as may be specified in
any list of exceptions attached hereto, either (i) it has received the original
Mortgage Note relating to each of the Mortgage Loans listed on the Mortgage Loan
Schedule or (ii) if such original Mortgage Note has been lost, a copy of such
original Mortgage Note, together with a lost note affidavit.
The Trustee 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 Trustee
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.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
Wachovia Bank, National Association
as Trustee
By:______________________________________
Name:____________________________________
Title:___________________________________
EXHIBIT L
FORM OF FINAL CERTIFICATION OF THE TRUSTEE
[__________ __, ____]
Banc of America Funding Corporation
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 2005-F
Re: The Pooling and Servicing Agreement, dated August 30, 2005, among
Banc of America Funding Corporation, as Depositor, Xxxxx Fargo Bank,
N.A., as Master Servicer and Securities Administrator, and Wachovia
Bank, National Association, as Trustee
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Trustee, 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 Trustee 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 Trustee
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.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
Wachovia Bank, National Association
as Trustee
By:______________________________________
Name:____________________________________
Title:___________________________________
EXHIBIT M
FORM OF XXXXXXXX-XXXXX CERTIFICATION
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2005-F
I, [________], a [_____________] of Xxxxx Fargo Bank, N.A. (the
"Master Servicer"), certify that:
1. I have reviewed the annual report on Form 10-K, and all Monthly Form 8-K's
containing Distribution Date Statements filed in respect of periods
included in the year covered by this annual report, of the Banc of America
Funding 2005-F Trust (the "Trust");
2. Based on my knowledge, the information in these reports, taken as a whole,
does 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 as of
the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required
to be provided to the Securities Administrator by the Master Servicer
under the Pooling and Servicing Agreement, dated August 30, 2005 (the
"Agreement"), among Banc of America Funding Corporation, as depositor, the
Master Servicer, Xxxxx Fargo Bank, N.A., as securities administrator and
Wachovia Bank, National Association, as trustee, for inclusion in these
reports is included in these reports;
4. I am responsible for reviewing the activities performed by the Master
Servicer under the Agreement and based upon my knowledge and the annual
compliance review required under the Agreement, and except as disclosed in
the reports, the Master Servicer has fulfilled its obligations under the
Agreement; and
5. The reports disclose all significant deficiencies relating to the Master
Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant after conducting a
review in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure as set forth in the Agreement that
is included in these reports.
XXXXX FARGO BANK, N.A.
By:______________________________________
Name:
Title:
EXHIBIT N
FORM OF CERTIFICATION TO BE PROVIDED BY
THE SECURITIES ADMINISTRATOR TO THE MASTER SERVICER
Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2005-F
The Securities Administrator hereby certifies to the Master Servicer
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 calendar year
[___] and the Monthly Form 8-K's containing the Distribution Date Statements
filed in respect of periods included in the year covered by such annual report;
2. Based on my knowledge, the distribution information in the Distribution
Date Statements contained in the Monthly Form 8-K's included in the year covered
by the annual report on Form 10-K for the calendar year [___], taken as a whole,
does 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 as of the
last day of the period covered by that annual report; and
3. Based on my knowledge, the distribution or servicing information
required to be provided to the Securities Administrator by the Master Servicer
under the Pooling and Servicing Agreement, dated August 30, 2005, among Banc of
America Funding Corporation, as depositor, Xxxxx Fargo Bank, N.A., as master
servicer and securities administrator, and Wachovia Bank, National Association,
as trustee, for inclusion in these reports is included in these reports.
XXXXX FARGO BANK, N.A.
as Securities Administrator
By:______________________________________
Name:
Title:
EXHIBIT O
FORM OF YIELD MAINTENANCE AGREEMENTS
CLASS 1-A-1 YIELD MAINTENANCE AGREEMENT
BANK OF AMERICA, N.A.
TO: Banc of America Funding Corporation 2005-F Trust
c/o Wells Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
ATTN: Xxxxx Xxxxxxx
TEL: 000-000-0000
FAX: 000-000-0000
CC: Xxxxx Xxxxxxx
000 X Xxxxx Xx
Xxxxxxxxx, XX 00000
000-000-0000
FROM: Bank of America, National Association
000 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
DATE: 22 August 2005
Our Reference Numbers: 4305648 4305649
Internal Tracking Numbers: 14220016 14220020
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between Banc of America Funding
Corporation 2005-F Trust and Bank of America, N.A., a national banking
association organized under the laws of the United States of America (each a
"party" and together "the parties") on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement specified in paragraph 1 below. In this
Confirmation, "Party A" means Bank of America, N.A., and "Party B" means Banc of
America Funding Corporation 2005-F Trust.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions"), are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.
Other capitalized terms used herein (but not otherwise defined) shall have
the meaning specified in that certain Pooling and Servicing Agreement, dated
August 30, 2005 (the "Pooling and Servicing Agreement"), among Banc of America
Funding Corporation, Xxxxx Fargo Bank, N.A. and Wachovia Bank, National
Association as trustee.
1. This Confirmation evidences a complete binding agreement between the parties
as to the terms of the Transaction to which this Confirmation relates. In
addition, the parties agree that for the purposes of this Transaction, this
Confirmation will supplement, form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if
the parties had executed an agreement in such form (but without any Schedule
except for the elections noted below) on the Trade Date of the Transaction (such
agreement, the "Form Master Agreement"). In the event of any inconsistency
between the provisions of the Form Master Agreement and this Confirmation, this
Confirmation will prevail for the purpose of this Transaction.
Each party represents to the other party and will be deemed to represent
to the other party on the date on which it enters into this Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(a) Non-Reliance. Each party has made its own independent decisions to
enter into this Transaction and as to whether this Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as
it has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to enter
into this Transaction; it being understood that information and explanations
related to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this Transaction. Further,
such party has not received from the other party any assurance or guarantee as
to the expected results of this Transaction.
(b) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the financial and
other risks of this Transaction.
(c) Status of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: As per the attached Schedule A
Trade Date: 18 August 2005
Effective Date: 20 September 2005
Termination Date: 20 September 2015, subject to adjustment in
accordance with the Following Business Day
Convention.
Fixed Amount:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Date: 23 August 2005
Fixed Amount: [_______________]
Floating Amount:
Floating Rate Payer: Party A
Strike Rate: As per the attached Schedule A
Ceiling Rate: 10.50000 per cent
Floating Rate Payer
Payment Dates: Early Payments shall be applicable - 2 Business
Days prior to each Floating Rate Payer Period End
Date
Floating Rate Payer
Period End Dates: The 20th of each Month, commencing on 20 October
2005 and ending on the Termination Date, subject
to adjustment in accordance with the Following
Business Day Convention
Floating Amount: The product of (a) the Notional Amount, (b) the
actual numbers of days in the Calculation Period /
360 and (c) the Settlement Spread which shall be
calculated in accordance with the following
formula:
If USD-LIBOR-BBA is greater than the Strike Rate
for the applicable Calculation Period, then
Settlement Spread = (USD-LIBOR-BBA - applicable
Strike Rate) provided, however, that if
USD-LIBOR-BBA for any Calculation Period is
greater than the Ceiling Rate then the
USD-LIBOR-BBA for such Calculation Period shall be
deemed to be the Ceiling Rate.
If 1 Month USD-LIBOR-BBA is less than or equal to
the Strike Rate for the applicable Calculation
Period, then Settlement Spread = Zero.
The Calculation Agent shall notify the Floating
Amount Payer of the Floating Amount as soon as
practicable after making its determinations.
Floating Rate for
initial Calculation
Period: TO BE SET
Floating Rate
Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Averaging: Inapplicable
Reset Dates: First day of each Calculation Period
Business Days: New York
Calculation Agent: Party A
3. Form Master Agreement.
(a) "Specified Entity" means, in relation to Party A, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(b) "Specified Entity" means, in relation to Party B, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(c) "Specified Transaction" will have the meaning specified in Section 14
of the Form Master Agreement.
(d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the
Form Master Agreement will not apply to Party A or to Party B.
(e) The "Automatic Early Termination" provision of Section 6(a) of the
Form Master Agreement will not apply to Party A or to Party B.
(f) The Form Master Agreement will be governed by, and construed in
accordance with, the laws of the State of New York without reference to its
conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(g) The phrase "Termination Currency" means United States Dollars.
(h) For the purpose of Section 6(e) of the Form Master Agreement, Market
Quotation and Second Method will apply.
4. Recording of Conversations.
Each party to this Transaction acknowledges and agrees to the tape (and/or
other electronic) recording of conversations between the parties to this
Transaction whether by one or other or both of the parties or their agents, and
that any such recordings may be submitted in evidence in any Proceedings
relating to the Form Master Agreement and/or this Transaction.
5. Credit Support Document.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
6. Credit Support Provider.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
7. Account Details.
Account for payments to Party A:
USD
NAME: BANK OF AMERICA NA
CITY:
ABA #:
ATTN:
NAME:
CITY:
ACCT:
ATTN:
ATTN:
Account for payments to Party B:
NAME: Xxxxx Fargo Bank, N.A.
CITY:
ABA #:
ACCT:
FOR CREDIT TO:
FFC:
8. Offices.
The Office of Party A for this Transaction is:
Charlotte, North Carolina
Please send notices to
fax no. 0-000-000-0000.
The Office of Party B for this Transaction is:
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Corporate Trust Services BAFC 2005-F
9. Additional Provisions.
(a) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Form Master Agreement, if at any time and so long as one of the parties
to the Form Master Agreement ("X") shall have satisfied in full all its payment
and delivery obligations under Section 2(a)(i) of the Form Master Agreement and
shall at the time have no future payment or delivery obligations, whether
absolute or contingent, under such Section, then unless the other party ("Y") is
required pursuant to appropriate proceedings to return to X or otherwise returns
to X (upon demand of X, or otherwise) any portion of any such payment or
delivery: (i) the occurrence of an event described in Section 5(a)(i) of the
Form Master Agreement with respect to X shall not constitute an Event of Default
or a Potential Event of Default with respect to X as the Defaulting Party; and
(ii) Y shall be entitled to designate an Early Termination Date (a) pursuant to
Section 10 below and/or (b) pursuant to Section 6 of the Form Master Agreement
only as a result of the occurrence of a Termination Event set forth in (i)
either Section 5(b)(i) or 5(b)(ii) or 5(b)(v) of the Form Master Agreement with
respect to Y as the Affected Party or (ii) Section 5(b)(iii) of the Form Master
Agreement with respect to Y as the Burdened Party.
(b) Downgrade of Party A. If a Ratings Event (as defined below) shall
occur and be continuing with respect to Party A, then Party A shall (A) within 5
Business Days of such Ratings Event, give notice to Party B of the occurrence of
such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost)
Party A's rights and obligations hereunder to another party, subject to
satisfaction of the Rating Agency Condition (as defined below). Unless such a
transfer by Party A has occurred within 20 Business Days after the occurrence of
a Ratings Event, Party A shall post Eligible Collateral (as designated in the
approved Credit Support Annex), to secure Party B's exposure or potential
exposure to Party A, and such Eligible Collateral shall be provided in
accordance with a Credit Support Annex to be attached hereto and made a part
hereof within 10 Business Days. The Eligible Collateral to be posted and the
Credit Support Annex to be executed and delivered shall be subject to the Rating
Agency Condition. Notwithstanding the addition of the Credit Support Annex and
the posting of Eligible Collateral, Party A shall continue to use reasonable
efforts to transfer its rights and obligations hereunder to an acceptable third
party; provided, however, that Party A's obligations to find a transferee and to
post Eligible Collateral under such Credit Support Annex shall remain in effect
only for so long as a Ratings Event is continuing with respect to Party A. For
the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the
long-term and short-term senior unsecured deposit ratings of Party A cease to be
at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A
and F1 by Fitch Ratings ("Fitch"), to the extent such obligations are rated by
S&P and Fitch. Party A acknowledges and agrees that if at any time during the
term of this Transaction the long-term senior unsecured deposit rating by S&P of
Party A is below "BBB-", then from the date that is 30 Business Days from the
occurrence of such event, Party A shall transfer (at its own cost) its rights
and obligations hereunder to another party, subject to satisfaction of the
Rating Agency Condition. "Rating Agency Condition" means, with respect to any
action taken or to be taken, a condition that is satisfied when S&P and Fitch
have confirmed in writing that such action would not result in the downgrade,
qualification (if applicable) or withdrawal of the rating then assigned by such
Rating Agency to the applicable class of Certificates. The failure by Party A to
post Eligible Collateral in accordance herewith or to transfer its rights and
obligations hereunder shall constitute an Additional Termination Event for which
Party A shall be the sole Affected Party.
10. Additional Termination Event.
It shall be an Additional Termination Event if any amendment and/or supplement
to any document that pertains to the Form Master Agreement and/or this
Transaction is made without the prior written consent of Party A (such consent
not to be unreasonably withheld), if such amendment and/or supplement would: (i)
adversely affect any of Party A's rights or obligations hereunder and/or under
the Form Master Agreement; or (ii) modify the obligations of, or impair the
ability of, Party B to fully perform any of Party B's obligations hereunder
and/or under the Form Master Agreement. In connection with such Additional
Termination Event, Party B shall be the sole Affected Party.
11. Waiver of Right to Trial by Jury.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY
WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
TRANSACTION.
12. Eligible Contract Participant.
Each party represents to the other party that it is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended.
13. Notice by Facsimile Transmission.
Section 12(a) of the Form Master Agreement is hereby amended by deleting
the parenthetical "(except that a notice or other communication under Section 5
or 6 may not be given by facsimile transmission or electronic messaging
system)."
14. Representations.
Xxxxx Fargo Bank, N.A., acting on behalf of Party B represents that: (a)
it is duly organized and validly existing as a national banking association
under the laws of the jurisdiction of its organization/formation; (b) it is duly
authorized to enter into this Transaction (including the Form Master Agreement)
and to perform its obligations hereunder (and thereunder); (c) the Transaction
and the performance of its obligations hereunder (and under the Form Master
Agreement) do not violate any material obligation of such Party; (d) as of the
date hereof, all conditions precedent to the issuance of the Certificates have
been satisfied or waived; (e) each of the Pooling and Servicing Agreement and
the other transaction documents related thereto (the "Transaction Documents") to
which it is a party has been duly authorized, executed and delivered by it; (f)
assuming the due authorization, execution and delivery thereof by the other
parties thereto, each of the Pooling and Servicing Agreement and the other
Transaction Documents to which Party B is a party constitutes the legal, valid
and binding obligations of Party B, enforceable against Party B in accordance
with the terms thereof, subject to applicable bankruptcy, insolvency and similar
laws or legal principles affecting creditors' rights generally; (g) the Pooling
and Servicing Agreement and the other Transaction Documents to which Party B is
a party are in full force and effect on the date hereof and there have been no
amendments or waivers or modifications of any of the terms thereof since the
original execution and delivery of the Pooling and Servicing Agreement and the
other Transaction Documents to which Party B is a party, except such as may have
been delivered to Party A and to Party B; (h) to the best of its knowledge, no
event of default (or event which would, with the passage of time or the giving
of notice, or both, constitute an event of default) has occurred under any of
the Transaction Documents to which Party B is a party; and (i) the person
executing this Confirmation is duly authorized to execute and deliver it on
behalf of Party B.
15. Multibranch Party.
For purpose of Section 10(c) of the Form Master Agreement: (a) Party A is
a Multibranch Party, and may act through its Charlotte, North Carolina, Chicago,
Illinois, San Francisco, California, New York, New York, Boston, Massachusetts
or London, England Office; and (b) Party B is not a Multibranch Party.
16. Other Provisions.
(a) Addresses for notices. As set forth on page 1 hereof and, with respect
to Party A, the fax no. set forth in Section 8 hereof.
(b) For the purpose of Section 13(c) of the Form Master Agreement: (i)
Party A appoints as its Process Agent, not applicable; and (ii) Party B appoints
as its Process Agent, not applicable.
(c) Section 12(a)(ii) of the Form Master Agreement is deleted in its
entirety.
(d) Party A may transfer or assign its rights and obligations hereunder to
any entity so long as the Rating Agency Condition is satisfied.
(e) USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies Party B, which information includes the name
and address of Party B and other information that will allow Party A to identify
Party B in accordance with the Act.
(f) It is expressly understood and agreed by the parties hereto that
insofar as this Confirmation is executed by the Securities Administrator (i)
this Confirmation is executed and delivered by Xxxxx Fargo Bank, N.A., not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement in the exercise of the powers and authority conferred
upon and vested in it thereunder, (ii) each of the representations, undertakings
and agreements herein made on behalf of the trust formed under the Pooling and
Servicing Agreement is made and intended not as a personal representation,
undertaking and agreement of the Securities Administrator but is made and
intended solely for the purpose of binding only Banc of America Funding
Corporation 2005-F Trust, and (iii) under no circumstances shall Xxxxx Fargo
Bank, N.A., in its individual capacity be personally liable for the payment of
any indebtedness or expenses or be personally liable for the breach or failure
of any obligation, representation, warranty or covenant made or undertaken by it
on behalf of Banc of America Funding Corporation 2005-F Trust under this
Confirmation. Notwithstanding the foregoing (or anything to the contrary
herein), Xxxxx Fargo Bank, N.A. shall be liable for its own fraud, negligence,
willful misconduct and/or bad faith.
(g) The Events of Default specified under Sections 5(a)(ii) - 5(a)(vi) of
the Form Master Agreement will not apply to Party B.
(h) With respect to Party B only, the provisions of Section 5(a)(vii)
clause 2 of the Form Master Agreement will not be applicable as an Event of
Default.
(i) Without affecting the provisions of the Form Master Agreement
requiring the calculation of certain net payment amounts, as a result of an
Event of Default or Additional Termination Event or otherwise, all payments
under the Form Master Agreement will be made without setoff.
(j) Party A agrees that it will not, prior to the date that is one year
and one day from the Trade Date, acquiesce, petition or otherwise invoke or
cause Party B to invoke the process of any court or governmental authority for
the purpose of commencing or sustaining a case against Party B under any federal
or state bankruptcy, insolvency or similar law or for the purpose of appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official for Party B or any substantial part of the property of Party B,
or for the purpose of ordering the winding up or liquidation of the affairs of
Party B. Nothing herein (nor in the Form Master Agreement) shall prevent Party A
from participating in any such proceeding once commenced.
(k) Section 9(b) of the Form Master Agreement is hereby amended by adding
the following at the end of such Section: ", and unless the Rating Agency
Condition is satisfied, unless such amendment clarifies any term or provision,
corrects any inconsistency, cures any ambiguity, or corrects any typographical
error."
(l) Before any amendment and/or supplement is made to any document that
pertains to the Form Master Agreement and/or any Transaction thereunder, Party B
must first obtain the prior written consent of Party A (such consent not to be
unreasonably withheld) if such amendment and/or supplement would: (a) adversely
affect any of Party A's rights or obligations under the Form Master Agreement;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations under the Form Master Agreement.
[remainder of the page intentionally left blank]
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning within three (3) Business Days via telecopier an
executed copy of this Confirmation to the attention of Global Derivative
Operations (fax no. 0-000-000-0000). Failure to respond within such period shall
not affect the validity or enforceability of this Transaction, and shall be
deemed to be an affirmation of the terms and conditions contained herein, absent
manifest error.
Yours sincerely,
Bank of America, N.A.
By: _________________________________________
Name:
Title:
Confirmed as of the date above:
Banc of America Funding Corporation 2005-F Trust
By: Xxxxx Fargo Bank, N.A. acting as Securities Administrator on behalf of
Banc of America Funding Corporation 2005-F Trust
By: __________________________________________
Name:
Title:
SCHEDULE A
Our Reference Numbers: 4305648 4305649
Notional Amount Strike Rate
(USD) Start Date End Date (per cent)
--------------- ---------- -------- -----------
140,828,874.00 09/20/05 10/20/05 5.23000
138,112,138.00 10/20/05 11/21/05 5.07000
135,444,857.00 11/21/05 12/20/05 9.23000
132,823,991.00 12/20/05 01/20/06 8.92000
130,248,722.00 01/20/06 02/21/06 8.92000
127,718,247.00 02/21/06 03/20/06 9.91000
125,231,776.00 03/20/06 04/20/06 8.92000
122,788,533.00 04/20/06 05/22/06 9.23000
120,387,758.00 05/22/06 06/20/06 8.92000
118,028,702.00 06/20/06 07/20/06 9.23000
115,674,613.00 07/20/06 08/21/06 8.92000
113,361,790.00 08/21/06 09/20/06 8.92000
111,089,649.00 09/20/06 10/20/06 9.23000
108,857,467.00 10/20/06 11/20/06 8.92000
106,664,534.00 11/20/06 12/20/06 9.23000
104,510,152.00 12/20/06 01/22/07 8.92000
102,393,635.00 01/22/07 02/20/07 8.92000
100,314,312.00 02/20/07 03/20/07 9.91000
98,271,520.00 03/20/07 04/20/07 8.92000
96,264,612.00 04/20/07 05/21/07 9.23000
94,292,949.00 05/21/07 06/20/07 8.92000
92,355,906.00 06/20/07 07/20/07 9.23000
90,421,892.00 07/20/07 08/20/07 8.92000
88,522,142.00 08/20/07 09/20/07 8.92000
86,656,170.00 09/20/07 10/22/07 9.23000
84,823,371.00 10/22/07 11/20/07 8.92000
83,023,150.00 11/20/07 12/20/07 9.23000
81,254,922.00 12/20/07 01/22/08 8.92000
79,518,115.00 01/22/08 02/20/08 8.92000
77,812,164.00 02/20/08 03/20/08 9.56000
76,136,518.00 03/20/08 04/21/08 8.92000
74,490,632.00 04/21/08 05/20/08 9.23000
72,873,974.00 05/20/08 06/20/08 8.92000
71,286,020.00 06/20/08 07/21/08 9.23000
69,699,617.00 07/21/08 08/20/08 8.92000
68,141,640.00 08/20/08 09/22/08 8.92000
66,611,686.00 09/22/08 10/20/08 9.23000
65,109,249.00 10/20/08 11/20/08 8.92000
63,633,830.00 11/20/08 12/22/08 9.23000
62,184,940.00 12/22/08 01/20/09 8.92000
61,075,858.00 01/20/09 02/20/09 8.92000
59,986,715.00 02/20/09 03/20/09 9.91000
58,917,148.00 03/20/09 04/20/09 8.92000
57,866,805.00 04/20/09 05/20/09 9.23000
56,835,338.00 05/20/09 06/22/09 8.92000
55,822,405.00 06/22/09 07/20/09 9.23000
54,809,813.00 07/20/09 08/20/09 8.92000
53,815,589.00 08/20/09 09/21/09 8.92000
52,839,471.00 09/21/09 10/20/09 9.23000
51,881,129.00 10/20/09 11/20/09 8.92000
50,940,238.00 11/20/09 12/21/09 9.23000
50,016,479.00 12/21/09 01/20/10 8.92000
49,109,540.00 01/20/10 02/22/10 8.92000
48,219,112.00 02/22/10 03/22/10 9.91000
47,344,896.00 03/22/10 04/20/10 8.92000
46,486,594.00 04/20/10 05/20/10 9.23000
45,643,915.00 05/20/10 06/21/10 8.92000
44,816,576.00 06/21/10 07/20/10 9.23000
43,927,532.00 07/20/10 08/20/10 8.92000
43,055,369.00 08/20/10 09/20/10 8.92000
42,200,125.00 09/20/10 10/20/10 9.23000
41,361,477.00 10/20/10 11/22/10 8.92000
40,539,108.00 11/22/10 12/20/10 9.23000
39,732,707.00 12/20/10 01/20/11 8.92000
38,941,969.00 01/20/11 02/22/11 8.92000
38,166,593.00 02/22/11 03/21/11 9.91000
37,406,287.00 03/21/11 04/20/11 8.92000
36,660,761.00 04/20/11 05/20/11 9.23000
35,929,734.00 05/20/11 06/20/11 8.92000
35,212,928.00 06/20/11 07/20/11 9.23000
34,510,070.00 07/20/11 08/22/11 8.92000
33,820,894.00 08/22/11 09/20/11 8.92000
33,145,137.00 09/20/11 10/20/11 9.23000
32,482,543.00 10/20/11 11/21/11 8.92000
31,832,860.00 11/21/11 12/20/11 9.23000
31,195,839.00 12/20/11 01/20/12 8.92000
30,571,239.00 01/20/12 02/21/12 8.92000
29,958,821.00 02/21/12 03/20/12 9.56000
29,358,352.00 03/20/12 04/20/12 8.92000
28,769,602.00 04/20/12 05/21/12 9.23000
28,192,347.00 05/21/12 06/20/12 8.92000
27,626,367.00 06/20/12 07/20/12 9.23000
27,071,444.00 07/20/12 08/20/12 8.92000
26,527,366.00 08/20/12 09/20/12 8.92000
25,993,926.00 09/20/12 10/22/12 9.23000
25,470,920.00 10/22/12 11/20/12 8.92000
24,958,145.00 11/20/12 12/20/12 9.23000
24,455,407.00 12/20/12 01/22/13 8.92000
23,962,512.00 01/22/13 02/20/13 8.92000
23,479,271.00 02/20/13 03/20/13 9.91000
23,005,499.00 03/20/13 04/22/13 8.92000
22,541,012.00 04/22/13 05/20/13 9.23000
22,085,634.00 05/20/13 06/20/13 8.92000
21,639,187.00 06/20/13 07/22/13 9.23000
21,201,501.00 07/22/13 08/20/13 8.92000
20,772,407.00 08/20/13 09/20/13 8.92000
20,351,740.00 09/20/13 10/21/13 9.23000
19,939,336.00 10/21/13 11/20/13 8.92000
19,535,037.00 11/20/13 12/20/13 9.23000
19,138,687.00 12/20/13 01/21/14 8.92000
18,750,133.00 01/21/14 02/20/14 8.92000
18,369,224.00 02/20/14 03/20/14 9.91000
17,995,812.00 03/20/14 04/21/14 8.92000
17,629,754.00 04/21/14 05/20/14 9.23000
17,270,906.00 05/20/14 06/20/14 8.92000
16,919,131.00 06/20/14 07/21/14 9.23000
16,574,292.00 07/21/14 08/20/14 8.92000
16,236,254.00 08/20/14 09/22/14 8.92000
15,904,886.00 09/22/14 10/20/14 9.23000
15,580,059.00 10/20/14 11/20/14 8.92000
15,261,648.00 11/20/14 12/22/14 9.23000
14,949,527.00 12/22/14 01/20/15 8.92000
14,643,576.00 01/20/15 02/20/15 8.92000
14,343,674.00 02/20/15 03/20/15 9.91000
14,049,706.00 03/20/15 04/20/15 8.92000
13,761,555.00 04/20/15 05/20/15 9.23000
13,479,110.00 05/20/15 06/22/15 8.92000
13,202,260.00 06/22/15 07/20/15 9.23000
12,930,896.00 07/20/15 08/20/15 8.92000
12,664,913.00 08/20/15 09/21/15 8.92000
CLASS 1-A-2 YIELD MAINTENANCE AGREEMENT
BANK OF AMERICA, N.A.
TO: Banc of America Funding Corporation 2005-F Trust
c/o Wells Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
ATTN: Xxxxx Xxxxxxx
TEL: 000-000-0000
FAX: 000-000-0000
CC: Xxxxx Xxxxxxx
000 X Xxxxx Xx
Xxxxxxxxx, XX 00000
000-000-0000
FROM: Bank of America, National Association
000 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
DATE: 22 August 2005
Our Reference Numbers: 4305646 4305647
Internal Tracking Numbers: 14220021 14220034
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between Banc of America Funding
Corporation 2005-F Trust and Bank of America, N.A., a national banking
association organized under the laws of the United States of America (each a
"party" and together "the parties") on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement specified in paragraph 1 below. In this
Confirmation, "Party A" means Bank of America, N.A., and "Party B" means Banc of
America Funding Corporation 2005-F Trust.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions"), are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.
Other capitalized terms used herein (but not otherwise defined) shall have
the meaning specified in that certain Pooling and Servicing Agreement, dated
August 30, 2005 (the "Pooling and Servicing Agreement"), among Banc of America
Funding Corporation, Xxxxx Fargo Bank, N.A. and Wachovia Bank, National
Association as trustee.
1. This Confirmation evidences a complete binding agreement between the parties
as to the terms of the Transaction to which this Confirmation relates. In
addition, the parties agree that for the purposes of this Transaction, this
Confirmation will supplement, form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if
the parties had executed an agreement in such form (but without any Schedule
except for the elections noted below) on the Trade Date of the Transaction (such
agreement, the "Form Master Agreement"). In the event of any inconsistency
between the provisions of the Form Master Agreement and this Confirmation, this
Confirmation will prevail for the purpose of this Transaction.
Each party represents to the other party and will be deemed to represent
to the other party on the date on which it enters into this Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(a) Non-Reliance. Each party has made its own independent decisions to
enter into this Transaction and as to whether this Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as
it has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to enter
into this Transaction; it being understood that information and explanations
related to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this Transaction. Further,
such party has not received from the other party any assurance or guarantee as
to the expected results of this Transaction.
(b) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the financial and
other risks of this Transaction.
(c) Status of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: As per the attached Schedule A
Trade Date: 18 August 2005
Effective Date: 20 September 2005
Termination Date: 20 September 2015, subject to adjustment in
accordance with the Following Business Day
Convention.
Fixed Amount:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Date: 23 August 2005
Fixed Amount: [_______________]
Floating Amount:
Floating Rate Payer: Party A
Strike Rate: As per the attached Schedule A
Ceiling Rate: 10.50000 per cent
Floating Rate Payer
Payment Dates: Early Payments shall be applicable - 2 Business
Days prior to each Floating Rate Payer Period End
Date
Floating Rate Payer
Period End Dates: The 20th of each Month, commencing on 20 October
2005 and ending on the Termination Date, subject
to adjustment in accordance with the Following
Business Day Convention
Floating Amount: The product of (a) the Notional Amount, (b) the
actual numbers of days in the Calculation Period /
360 and (c) the Settlement Spread which shall be
calculated in accordance with the following
formula:
If USD-LIBOR-BBA is greater than the Strike Rate
for the applicable Calculation Period, then
Settlement Spread = (USD-LIBOR-BBA - applicable
Strike Rate) provided, however, that if
USD-LIBOR-BBA for any Calculation Period is
greater than the Ceiling Rate then the
USD-LIBOR-BBA for such Calculation Period shall be
deemed to be the Ceiling Rate.
If 1 Month USD-LIBOR-BBA is less than or equal to
the Strike Rate for the applicable Calculation
Period, then Settlement Spread = Zero.
The Calculation Agent shall notify the Floating
Amount Payer of the Floating Amount as soon as
practicable after making its determinations.
Floating Rate for
initial Calculation
Period: TO BE SET
Floating Rate
Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Averaging: Inapplicable
Reset Dates: First day of each Calculation Period
Business Days: New York
Calculation Agent: Party A
3. Form Master Agreement.
(a) "Specified Entity" means, in relation to Party A, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(b) "Specified Entity" means, in relation to Party B, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(c) "Specified Transaction" will have the meaning specified in Section 14
of the Form Master Agreement.
(d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the
Form Master Agreement will not apply to Party A or to Party B.
(e) The "Automatic Early Termination" provision of Section 6(a) of the
Form Master Agreement will not apply to Party A or to Party B.
(f) The Form Master Agreement will be governed by, and construed in
accordance with, the laws of the State of New York without reference to its
conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(g) The phrase "Termination Currency" means United States Dollars.
(h) For the purpose of Section 6(e) of the Form Master Agreement, Market
Quotation and Second Method will apply.
4. Recording of Conversations.
Each party to this Transaction acknowledges and agrees to the tape (and/or
other electronic) recording of conversations between the parties to this
Transaction whether by one or other or both of the parties or their agents, and
that any such recordings may be submitted in evidence in any Proceedings
relating to the Form Master Agreement and/or this Transaction.
5. Credit Support Document.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
6. Credit Support Provider.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
7. Account Details.
Account for payments to Party A:
USD
NAME: BANK OF AMERICA NA
CITY:
ABA #:
ATTN:
NAME:
CITY:
ACCT:
ATTN:
ATTN:
Account for payments to Party B:
NAME: Xxxxx Fargo Bank, N.A.
CITY:
ABA #:
ACCT:
FOR CREDIT TO:
FFC:
8. Offices.
The Office of Party A for this Transaction is:
Charlotte, North Carolina
Please send notices to
fax no. 0-000-000-0000.
The Office of Party B for this Transaction is:
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Corporate Trust Services BAFC 2005-F
9. Additional Provisions.
(a) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Form Master Agreement, if at any time and so long as one of the parties
to the Form Master Agreement ("X") shall have satisfied in full all its payment
and delivery obligations under Section 2(a)(i) of the Form Master Agreement and
shall at the time have no future payment or delivery obligations, whether
absolute or contingent, under such Section, then unless the other party ("Y") is
required pursuant to appropriate proceedings to return to X or otherwise returns
to X (upon demand of X, or otherwise) any portion of any such payment or
delivery: (i) the occurrence of an event described in Section 5(a)(i) of the
Form Master Agreement with respect to X shall not constitute an Event of Default
or a Potential Event of Default with respect to X as the Defaulting Party; and
(ii) Y shall be entitled to designate an Early Termination Date (a) pursuant to
Section 10 below and/or (b) pursuant to Section 6 of the Form Master Agreement
only as a result of the occurrence of a Termination Event set forth in (i)
either Section 5(b)(i) or 5(b)(ii) or 5(b)(v) of the Form Master Agreement with
respect to Y as the Affected Party or (ii) Section 5(b)(iii) of the Form Master
Agreement with respect to Y as the Burdened Party.
(b) Downgrade of Party A. If a Ratings Event (as defined below) shall
occur and be continuing with respect to Party A, then Party A shall (A) within 5
Business Days of such Ratings Event, give notice to Party B of the occurrence of
such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost)
Party A's rights and obligations hereunder to another party, subject to
satisfaction of the Rating Agency Condition (as defined below). Unless such a
transfer by Party A has occurred within 20 Business Days after the occurrence of
a Ratings Event, Party A shall post Eligible Collateral (as designated in the
approved Credit Support Annex), to secure Party B's exposure or potential
exposure to Party A, and such Eligible Collateral shall be provided in
accordance with a Credit Support Annex to be attached hereto and made a part
hereof within 10 Business Days. The Eligible Collateral to be posted and the
Credit Support Annex to be executed and delivered shall be subject to the Rating
Agency Condition. Notwithstanding the addition of the Credit Support Annex and
the posting of Eligible Collateral, Party A shall continue to use reasonable
efforts to transfer its rights and obligations hereunder to an acceptable third
party; provided, however, that Party A's obligations to find a transferee and to
post Eligible Collateral under such Credit Support Annex shall remain in effect
only for so long as a Ratings Event is continuing with respect to Party A. For
the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the
long-term and short-term senior unsecured deposit ratings of Party A cease to be
at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A
and F1 by Fitch Ratings ("Fitch"), to the extent such obligations are rated by
S&P and Fitch. Party A acknowledges and agrees that if at any time during the
term of this Transaction the long-term senior unsecured deposit rating by S&P of
Party A is below "BBB-", then from the date that is 30 Business Days from the
occurrence of such event, Party A shall transfer (at its own cost) its rights
and obligations hereunder to another party, subject to satisfaction of the
Rating Agency Condition. "Rating Agency Condition" means, with respect to any
action taken or to be taken, a condition that is satisfied when S&P and Fitch
have confirmed in writing that such action would not result in the downgrade,
qualification (if applicable) or withdrawal of the rating then assigned by such
Rating Agency to the applicable class of Certificates. The failure by Party A to
post Eligible Collateral in accordance herewith or to transfer its rights and
obligations hereunder shall constitute an Additional Termination Event for which
Party A shall be the sole Affected Party.
10. Additional Termination Event.
It shall be an Additional Termination Event if any amendment and/or supplement
to any document that pertains to the Form Master Agreement and/or this
Transaction is made without the prior written consent of Party A (such consent
not to be unreasonably withheld), if such amendment and/or supplement would: (i)
adversely affect any of Party A's rights or obligations hereunder and/or under
the Form Master Agreement; or (ii) modify the obligations of, or impair the
ability of, Party B to fully perform any of Party B's obligations hereunder
and/or under the Form Master Agreement. In connection with such Additional
Termination Event, Party B shall be the sole Affected Party.
11. Waiver of Right to Trial by Jury.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY
WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
TRANSACTION.
12. Eligible Contract Participant.
Each party represents to the other party that it is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended.
13. Notice by Facsimile Transmission.
Section 12(a) of the Form Master Agreement is hereby amended by deleting
the parenthetical "(except that a notice or other communication under Section 5
or 6 may not be given by facsimile transmission or electronic messaging
system)."
14. Representations.
Xxxxx Fargo Bank, N.A., acting on behalf of Party B represents that: (a)
it is duly organized and validly existing as a national banking association
under the laws of the jurisdiction of its organization/formation; (b) it is duly
authorized to enter into this Transaction (including the Form Master Agreement)
and to perform its obligations hereunder (and thereunder); (c) the Transaction
and the performance of its obligations hereunder (and under the Form Master
Agreement) do not violate any material obligation of such Party; (d) as of the
date hereof, all conditions precedent to the issuance of the Certificates have
been satisfied or waived; (e) each of the Pooling and Servicing Agreement and
the other transaction documents related thereto (the "Transaction Documents") to
which it is a party has been duly authorized, executed and delivered by it; (f)
assuming the due authorization, execution and delivery thereof by the other
parties thereto, each of the Pooling and Servicing Agreement and the other
Transaction Documents to which Party B is a party constitutes the legal, valid
and binding obligations of Party B, enforceable against Party B in accordance
with the terms thereof, subject to applicable bankruptcy, insolvency and similar
laws or legal principles affecting creditors' rights generally; (g) the Pooling
and Servicing Agreement and the other Transaction Documents to which Party B is
a party are in full force and effect on the date hereof and there have been no
amendments or waivers or modifications of any of the terms thereof since the
original execution and delivery of the Pooling and Servicing Agreement and the
other Transaction Documents to which Party B is a party, except such as may have
been delivered to Party A and to Party B; (h) to the best of its knowledge, no
event of default (or event which would, with the passage of time or the giving
of notice, or both, constitute an event of default) has occurred under any of
the Transaction Documents to which Party B is a party; and (i) the person
executing this Confirmation is duly authorized to execute and deliver it on
behalf of Party B.
15. Multibranch Party.
For purpose of Section 10(c) of the Form Master Agreement: (a) Party A is
a Multibranch Party, and may act through its Charlotte, North Carolina, Chicago,
Illinois, San Francisco, California, New York, New York, Boston, Massachusetts
or London, England Office; and (b) Party B is not a Multibranch Party.
16. Other Provisions.
(a) Addresses for notices. As set forth on page 1 hereof and, with respect
to Party A, the fax no. set forth in Section 8 hereof.
(b) For the purpose of Section 13(c) of the Form Master Agreement: (i)
Party A appoints as its Process Agent, not applicable; and (ii) Party B appoints
as its Process Agent, not applicable.
(c) Section 12(a)(ii) of the Form Master Agreement is deleted in its
entirety.
(d) Party A may transfer or assign its rights and obligations hereunder to
any entity so long as the Rating Agency Condition is satisfied.
(e) USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies Party B, which information includes the name
and address of Party B and other information that will allow Party A to identify
Party B in accordance with the Act.
(f) It is expressly understood and agreed by the parties hereto that
insofar as this Confirmation is executed by the Securities Administrator (i)
this Confirmation is executed and delivered by Xxxxx Fargo Bank, N.A., not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement in the exercise of the powers and authority conferred
upon and vested in it thereunder, (ii) each of the representations, undertakings
and agreements herein made on behalf of the trust formed under the Pooling and
Servicing Agreement is made and intended not as a personal representation,
undertaking and agreement of the Securities Administrator but is made and
intended solely for the purpose of binding only Banc of America Funding
Corporation 2005-F Trust, and (iii) under no circumstances shall Xxxxx Fargo
Bank, N.A., in its individual capacity be personally liable for the payment of
any indebtedness or expenses or be personally liable for the breach or failure
of any obligation, representation, warranty or covenant made or undertaken by it
on behalf of Banc of America Funding Corporation 2005-F Trust under this
Confirmation. Notwithstanding the foregoing (or anything to the contrary
herein), Xxxxx Fargo Bank, N.A. shall be liable for its own fraud, negligence,
willful misconduct and/or bad faith.
(g) The Events of Default specified under Sections 5(a)(ii) - 5(a)(vi) of
the Form Master Agreement will not apply to Party B.
(h) With respect to Party B only, the provisions of Section 5(a)(vii)
clause 2 of the Form Master Agreement will not be applicable as an Event of
Default.
(i) Without affecting the provisions of the Form Master Agreement
requiring the calculation of certain net payment amounts, as a result of an
Event of Default or Additional Termination Event or otherwise, all payments
under the Form Master Agreement will be made without setoff.
(j) Party A agrees that it will not, prior to the date that is one year
and one day from the Trade Date, acquiesce, petition or otherwise invoke or
cause Party B to invoke the process of any court or governmental authority for
the purpose of commencing or sustaining a case against Party B under any federal
or state bankruptcy, insolvency or similar law or for the purpose of appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official for Party B or any substantial part of the property of Party B,
or for the purpose of ordering the winding up or liquidation of the affairs of
Party B. Nothing herein (nor in the Form Master Agreement) shall prevent Party A
from participating in any such proceeding once commenced.
(k) Section 9(b) of the Form Master Agreement is hereby amended by adding
the following at the end of such Section: ", and unless the Rating Agency
Condition is satisfied, unless such amendment clarifies any term or provision,
corrects any inconsistency, cures any ambiguity, or corrects any typographical
error."
(l) Before any amendment and/or supplement is made to any document that
pertains to the Form Master Agreement and/or any Transaction thereunder, Party B
must first obtain the prior written consent of Party A (such consent not to be
unreasonably withheld) if such amendment and/or supplement would: (a) adversely
affect any of Party A's rights or obligations under the Form Master Agreement;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations under the Form Master Agreement.
[remainder of the page intentionally left blank]
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning within three (3) Business Days via telecopier an
executed copy of this Confirmation to the attention of Global Derivative
Operations (fax no. 0-000-000-0000). Failure to respond within such period shall
not affect the validity or enforceability of this Transaction, and shall be
deemed to be an affirmation of the terms and conditions contained herein, absent
manifest error.
Yours sincerely,
Bank of America, N.A.
By: _________________________________________
Name:
Title:
Confirmed as of the date above:
Banc of America Funding Corporation 2005-F Trust
By: Xxxxx Fargo Bank, N.A. acting as Securities Administrator on behalf of
Banc of America Funding Corporation 2005-F Trust
By: __________________________________________
Name:
Title:
SCHEDULE A
Our Reference Numbers: 4305646 4305647
Notional Amount Strike Rate
(USD) Start Date End Date (per cent)
--------------- ---------- -------- -----------
46,942,958.00 09/20/05 10/20/05 5.19000
46,037,379.00 10/20/05 11/21/05 5.03000
45,148,286.00 11/21/05 12/20/05 9.19000
44,274,664.00 12/20/05 01/20/06 8.88000
43,416,241.00 01/20/06 02/21/06 8.88000
42,572,749.00 02/21/06 03/20/06 9.87000
41,743,925.00 03/20/06 04/20/06 8.88000
40,929,511.00 04/20/06 05/22/06 9.19000
40,129,253.00 05/22/06 06/20/06 8.88000
39,342,901.00 06/20/06 07/20/06 9.19000
38,558,204.00 07/20/06 08/21/06 8.88000
37,787,263.00 08/21/06 09/20/06 8.88000
37,029,883.00 09/20/06 10/20/06 9.19000
36,285,822.00 10/20/06 11/20/06 8.88000
35,554,845.00 11/20/06 12/20/06 9.19000
34,836,717.00 12/20/06 01/22/07 8.88000
34,131,212.00 01/22/07 02/20/07 8.88000
33,438,104.00 02/20/07 03/20/07 9.87000
32,757,173.00 03/20/07 04/20/07 8.88000
32,088,204.00 04/20/07 05/21/07 9.19000
31,430,983.00 05/21/07 06/20/07 8.88000
30,785,302.00 06/20/07 07/20/07 9.19000
30,140,631.00 07/20/07 08/20/07 8.88000
29,507,381.00 08/20/07 09/20/07 8.88000
28,885,390.00 09/20/07 10/22/07 9.19000
28,274,457.00 10/22/07 11/20/07 8.88000
27,674,383.00 11/20/07 12/20/07 9.19000
27,084,974.00 12/20/07 01/22/08 8.88000
26,506,038.00 01/22/08 02/20/08 8.88000
25,937,388.00 02/20/08 03/20/08 9.52000
25,378,839.00 03/20/08 04/21/08 8.88000
24,830,211.00 04/21/08 05/20/08 9.19000
24,291,325.00 05/20/08 06/20/08 8.88000
23,762,007.00 06/20/08 07/21/08 9.19000
23,233,206.00 07/21/08 08/20/08 8.88000
22,713,880.00 08/20/08 09/22/08 8.88000
22,203,895.00 09/22/08 10/20/08 9.19000
21,703,083.00 10/20/08 11/20/08 8.88000
21,211,277.00 11/20/08 12/22/08 9.19000
20,728,313.00 12/22/08 01/20/09 8.88000
20,358,619.00 01/20/09 02/20/09 8.88000
19,995,572.00 02/20/09 03/20/09 9.87000
19,639,049.00 03/20/09 04/20/09 8.88000
19,288,935.00 04/20/09 05/20/09 9.19000
18,945,113.00 05/20/09 06/22/09 8.88000
18,607,468.00 06/22/09 07/20/09 9.19000
18,269,938.00 07/20/09 08/20/09 8.88000
17,938,530.00 08/20/09 09/21/09 8.88000
17,613,157.00 09/21/09 10/20/09 9.19000
17,293,710.00 10/20/09 11/20/09 8.88000
16,980,079.00 11/20/09 12/21/09 9.19000
16,672,160.00 12/21/09 01/20/10 8.88000
16,369,847.00 01/20/10 02/22/10 8.88000
16,073,037.00 02/22/10 03/22/10 9.87000
15,781,632.00 03/22/10 04/20/10 8.88000
15,495,531.00 04/20/10 05/20/10 9.19000
15,214,638.00 05/20/10 06/21/10 8.88000
14,938,859.00 06/21/10 07/20/10 9.19000
14,642,511.00 07/20/10 08/20/10 8.88000
14,351,790.00 08/20/10 09/20/10 8.88000
14,066,708.00 09/20/10 10/20/10 9.19000
13,787,159.00 10/20/10 11/22/10 8.88000
13,513,036.00 11/22/10 12/20/10 9.19000
13,244,236.00 12/20/10 01/20/11 8.88000
12,980,656.00 01/20/11 02/22/11 8.88000
12,722,198.00 02/22/11 03/21/11 9.87000
12,468,762.00 03/21/11 04/20/11 8.88000
12,220,254.00 04/20/11 05/20/11 9.19000
11,976,578.00 05/20/11 06/20/11 8.88000
11,737,643.00 06/20/11 07/20/11 9.19000
11,503,357.00 07/20/11 08/22/11 8.88000
11,273,631.00 08/22/11 09/20/11 8.88000
11,048,379.00 09/20/11 10/20/11 9.19000
10,827,514.00 10/20/11 11/21/11 8.88000
10,610,953.00 11/21/11 12/20/11 9.19000
10,398,613.00 12/20/11 01/20/12 8.88000
10,190,413.00 01/20/12 02/21/12 8.88000
9,986,274.00 02/21/12 03/20/12 9.52000
9,786,117.00 03/20/12 04/20/12 8.88000
9,589,867.00 04/20/12 05/21/12 9.19000
9,397,449.00 05/21/12 06/20/12 8.88000
9,208,789.00 06/20/12 07/20/12 9.19000
9,023,815.00 07/20/12 08/20/12 8.88000
8,842,455.00 08/20/12 09/20/12 8.88000
8,664,642.00 09/20/12 10/22/12 9.19000
8,490,307.00 10/22/12 11/20/12 8.88000
8,319,382.00 11/20/12 12/20/12 9.19000
8,151,802.00 12/20/12 01/22/13 8.88000
7,987,504.00 01/22/13 02/20/13 8.88000
7,826,424.00 02/20/13 03/20/13 9.87000
7,668,500.00 03/20/13 04/22/13 8.88000
7,513,671.00 04/22/13 05/20/13 9.19000
7,361,878.00 05/20/13 06/20/13 8.88000
7,213,062.00 06/20/13 07/22/13 9.19000
7,067,167.00 07/22/13 08/20/13 8.88000
6,924,136.00 08/20/13 09/20/13 8.88000
6,783,913.00 09/20/13 10/21/13 9.19000
6,646,445.00 10/21/13 11/20/13 8.88000
6,511,679.00 11/20/13 12/20/13 9.19000
6,379,562.00 12/20/13 01/21/14 8.88000
6,250,044.00 01/21/14 02/20/14 8.88000
6,123,075.00 02/20/14 03/20/14 9.87000
5,998,604.00 03/20/14 04/21/14 8.88000
5,876,585.00 04/21/14 05/20/14 9.19000
5,756,969.00 05/20/14 06/20/14 8.88000
5,639,710.00 06/20/14 07/21/14 9.19000
5,524,764.00 07/21/14 08/20/14 8.88000
5,412,085.00 08/20/14 09/22/14 8.88000
5,301,629.00 09/22/14 10/20/14 9.19000
5,193,353.00 10/20/14 11/20/14 8.88000
5,087,216.00 11/20/14 12/22/14 9.19000
4,983,176.00 12/22/14 01/20/15 8.88000
4,881,192.00 01/20/15 02/20/15 8.88000
4,781,225.00 02/20/15 03/20/15 9.87000
4,683,235.00 03/20/15 04/20/15 8.88000
4,587,185.00 04/20/15 05/20/15 9.19000
4,493,037.00 05/20/15 06/22/15 8.88000
4,400,753.00 06/22/15 07/20/15 9.19000
4,310,299.00 07/20/15 08/20/15 8.88000
4,221,638.00 08/20/15 09/21/15 8.88000
CLASS 1-A-3 YIELD MAINTENANCE AGREEMENT
BANK OF AMERICA, N.A.
TO: Banc of America Funding Corporation 2005-F Trust
c/o Wells Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
ATTN: Xxxxx Xxxxxxx
TEL: 000-000-0000
FAX: 000-000-0000
CC: Xxxxx Xxxxxxx
000 X Xxxxx Xx
Xxxxxxxxx, XX 00000
000-000-0000
FROM: Bank of America, National Association
000 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
DATE: 22 August 2005
Our Reference Numbers: 4305644 4305645
Internal Tracking Numbers: 14220035 14220036
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between Banc of America Funding
Corporation 2005-F Trust and Bank of America, N.A., a national banking
association organized under the laws of the United States of America (each a
"party" and together "the parties") on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement specified in paragraph 1 below. In this
Confirmation, "Party A" means Bank of America, N.A., and "Party B" means Banc of
America Funding Corporation 2005-F Trust.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions"), are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.
Other capitalized terms used herein (but not otherwise defined) shall have
the meaning specified in that certain Pooling and Servicing Agreement, dated
August 30, 2005 (the "Pooling and Servicing Agreement"), among Banc of America
Funding Corporation, Xxxxx Fargo Bank, N.A. and Wachovia Bank, National
Association as trustee.
1. This Confirmation evidences a complete binding agreement between the parties
as to the terms of the Transaction to which this Confirmation relates. In
addition, the parties agree that for the purposes of this Transaction, this
Confirmation will supplement, form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if
the parties had executed an agreement in such form (but without any Schedule
except for the elections noted below) on the Trade Date of the Transaction (such
agreement, the "Form Master Agreement"). In the event of any inconsistency
between the provisions of the Form Master Agreement and this Confirmation, this
Confirmation will prevail for the purpose of this Transaction.
Each party represents to the other party and will be deemed to represent
to the other party on the date on which it enters into this Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(a) Non-Reliance. Each party has made its own independent decisions to
enter into this Transaction and as to whether this Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as
it has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to enter
into this Transaction; it being understood that information and explanations
related to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this Transaction. Further,
such party has not received from the other party any assurance or guarantee as
to the expected results of this Transaction.
(b) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the financial and
other risks of this Transaction.
(c) Status of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: As per the attached Schedule A
Trade Date: 18 August 2005
Effective Date: 20 September 2005
Termination Date: 20 September 2015, subject to adjustment in
accordance with the Following Business Day
Convention.
Fixed Amount:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Date: 23 August 2005
Fixed Amount: [_________________]
Floating Amount:
Floating Rate Payer: Party A
Strike Rate: As per the attached Schedule A
Ceiling Rate: 10.50000 per cent
Floating Rate Payer
Payment Dates: Early Payments shall be applicable - 2 Business
Days prior to each Floating Rate Payer Period End
Date
Floating Rate Payer
Period End Dates: The 20th of each Month, commencing on 20 October
2005 and ending on the Termination Date, subject
to adjustment in accordance with the Following
Business Day Convention
Floating Amount: The product of (a) the Notional Amount, (b) the
actual numbers of days in the Calculation Period /
360 and (c) the Settlement Spread which shall be
calculated in accordance with the following
formula:
If USD-LIBOR-BBA is greater than the Strike Rate
for the applicable Calculation Period, then
Settlement Spread = (USD-LIBOR-BBA - applicable
Strike Rate) provided, however, that if
USD-LIBOR-BBA for any Calculation Period is
greater than the Ceiling Rate then the
USD-LIBOR-BBA for such Calculation Period shall be
deemed to be the Ceiling Rate.
If 1 Month USD-LIBOR-BBA is less than or equal to
the Strike Rate for the applicable Calculation
Period, then Settlement Spread = Zero.
The Calculation Agent shall notify the Floating
Amount Payer of the Floating Amount as soon as
practicable after making its determinations.
Floating Rate for
initial Calculation
Period: TO BE SET
Floating Rate
Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Averaging: Inapplicable
Reset Dates: First day of each Calculation Period
Business Days: New York
Calculation Agent: Party A
3. Form Master Agreement.
(a) "Specified Entity" means, in relation to Party A, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(b) "Specified Entity" means, in relation to Party B, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(c) "Specified Transaction" will have the meaning specified in Section 14
of the Form Master Agreement.
(d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the
Form Master Agreement will not apply to Party A or to Party B.
(e) The "Automatic Early Termination" provision of Section 6(a) of the
Form Master Agreement will not apply to Party A or to Party B.
(f) The Form Master Agreement will be governed by, and construed in
accordance with, the laws of the State of New York without reference to its
conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(g) The phrase "Termination Currency" means United States Dollars.
(h) For the purpose of Section 6(e) of the Form Master Agreement, Market
Quotation and Second Method will apply.
4. Recording of Conversations.
Each party to this Transaction acknowledges and agrees to the tape (and/or
other electronic) recording of conversations between the parties to this
Transaction whether by one or other or both of the parties or their agents, and
that any such recordings may be submitted in evidence in any Proceedings
relating to the Form Master Agreement and/or this Transaction.
5. Credit Support Document.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
6. Credit Support Provider.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
7. Account Details.
Account for payments to Party A:
USD
NAME: BANK OF AMERICA NA
CITY:
ABA #:
ATTN:
NAME:
CITY:
ACCT:
ATTN:
ATTN:
Account for payments to Party B:
NAME: Xxxxx Fargo Bank, N.A.
CITY:
ABA #:
ACCT:
FOR CREDIT TO:
FFC:
8. Offices.
The Office of Party A for this Transaction is:
Charlotte, North Carolina
Please send notices to
fax no. 0-000-000-0000.
The Office of Party B for this Transaction is:
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Corporate Trust Services BAFC 2005-F
9. Additional Provisions.
(a) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Form Master Agreement, if at any time and so long as one of the parties
to the Form Master Agreement ("X") shall have satisfied in full all its payment
and delivery obligations under Section 2(a)(i) of the Form Master Agreement and
shall at the time have no future payment or delivery obligations, whether
absolute or contingent, under such Section, then unless the other party ("Y") is
required pursuant to appropriate proceedings to return to X or otherwise returns
to X (upon demand of X, or otherwise) any portion of any such payment or
delivery: (i) the occurrence of an event described in Section 5(a)(i) of the
Form Master Agreement with respect to X shall not constitute an Event of Default
or a Potential Event of Default with respect to X as the Defaulting Party; and
(ii) Y shall be entitled to designate an Early Termination Date (a) pursuant to
Section 10 below and/or (b) pursuant to Section 6 of the Form Master Agreement
only as a result of the occurrence of a Termination Event set forth in (i)
either Section 5(b)(i) or 5(b)(ii) or 5(b)(v) of the Form Master Agreement with
respect to Y as the Affected Party or (ii) Section 5(b)(iii) of the Form Master
Agreement with respect to Y as the Burdened Party.
(b) Downgrade of Party A. If a Ratings Event (as defined below) shall
occur and be continuing with respect to Party A, then Party A shall (A) within 5
Business Days of such Ratings Event, give notice to Party B of the occurrence of
such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost)
Party A's rights and obligations hereunder to another party, subject to
satisfaction of the Rating Agency Condition (as defined below). Unless such a
transfer by Party A has occurred within 20 Business Days after the occurrence of
a Ratings Event, Party A shall post Eligible Collateral (as designated in the
approved Credit Support Annex), to secure Party B's exposure or potential
exposure to Party A, and such Eligible Collateral shall be provided in
accordance with a Credit Support Annex to be attached hereto and made a part
hereof within 10 Business Days. The Eligible Collateral to be posted and the
Credit Support Annex to be executed and delivered shall be subject to the Rating
Agency Condition. Notwithstanding the addition of the Credit Support Annex and
the posting of Eligible Collateral, Party A shall continue to use reasonable
efforts to transfer its rights and obligations hereunder to an acceptable third
party; provided, however, that Party A's obligations to find a transferee and to
post Eligible Collateral under such Credit Support Annex shall remain in effect
only for so long as a Ratings Event is continuing with respect to Party A. For
the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the
long-term and short-term senior unsecured deposit ratings of Party A cease to be
at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A
and F1 by Fitch Ratings ("Fitch"), to the extent such obligations are rated by
S&P and Fitch. Party A acknowledges and agrees that if at any time during the
term of this Transaction the long-term senior unsecured deposit rating by S&P of
Party A is below "BBB-", then from the date that is 30 Business Days from the
occurrence of such event, Party A shall transfer (at its own cost) its rights
and obligations hereunder to another party, subject to satisfaction of the
Rating Agency Condition. "Rating Agency Condition" means, with respect to any
action taken or to be taken, a condition that is satisfied when S&P and Fitch
have confirmed in writing that such action would not result in the downgrade,
qualification (if applicable) or withdrawal of the rating then assigned by such
Rating Agency to the applicable class of Certificates. The failure by Party A to
post Eligible Collateral in accordance herewith or to transfer its rights and
obligations hereunder shall constitute an Additional Termination Event for which
Party A shall be the sole Affected Party.
10. Additional Termination Event.
It shall be an Additional Termination Event if any amendment and/or supplement
to any document that pertains to the Form Master Agreement and/or this
Transaction is made without the prior written consent of Party A (such consent
not to be unreasonably withheld), if such amendment and/or supplement would: (i)
adversely affect any of Party A's rights or obligations hereunder and/or under
the Form Master Agreement; or (ii) modify the obligations of, or impair the
ability of, Party B to fully perform any of Party B's obligations hereunder
and/or under the Form Master Agreement. In connection with such Additional
Termination Event, Party B shall be the sole Affected Party.
11. Waiver of Right to Trial by Jury.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY
WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
TRANSACTION.
12. Eligible Contract Participant.
Each party represents to the other party that it is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended.
13. Notice by Facsimile Transmission.
Section 12(a) of the Form Master Agreement is hereby amended by deleting
the parenthetical "(except that a notice or other communication under Section 5
or 6 may not be given by facsimile transmission or electronic messaging
system)."
14. Representations.
Xxxxx Fargo Bank, N.A., acting on behalf of Party B represents that: (a)
it is duly organized and validly existing as a national banking association
under the laws of the jurisdiction of its organization/formation; (b) it is duly
authorized to enter into this Transaction (including the Form Master Agreement)
and to perform its obligations hereunder (and thereunder); (c) the Transaction
and the performance of its obligations hereunder (and under the Form Master
Agreement) do not violate any material obligation of such Party; (d) as of the
date hereof, all conditions precedent to the issuance of the Certificates have
been satisfied or waived; (e) each of the Pooling and Servicing Agreement and
the other transaction documents related thereto (the "Transaction Documents") to
which it is a party has been duly authorized, executed and delivered by it; (f)
assuming the due authorization, execution and delivery thereof by the other
parties thereto, each of the Pooling and Servicing Agreement and the other
Transaction Documents to which Party B is a party constitutes the legal, valid
and binding obligations of Party B, enforceable against Party B in accordance
with the terms thereof, subject to applicable bankruptcy, insolvency and similar
laws or legal principles affecting creditors' rights generally; (g) the Pooling
and Servicing Agreement and the other Transaction Documents to which Party B is
a party are in full force and effect on the date hereof and there have been no
amendments or waivers or modifications of any of the terms thereof since the
original execution and delivery of the Pooling and Servicing Agreement and the
other Transaction Documents to which Party B is a party, except such as may have
been delivered to Party A and to Party B; (h) to the best of its knowledge, no
event of default (or event which would, with the passage of time or the giving
of notice, or both, constitute an event of default) has occurred under any of
the Transaction Documents to which Party B is a party; and (i) the person
executing this Confirmation is duly authorized to execute and deliver it on
behalf of Party B.
15. Multibranch Party.
For purpose of Section 10(c) of the Form Master Agreement: (a) Party A is
a Multibranch Party, and may act through its Charlotte, North Carolina, Chicago,
Illinois, San Francisco, California, New York, New York, Boston, Massachusetts
or London, England Office; and (b) Party B is not a Multibranch Party.
16. Other Provisions.
(a) Addresses for notices. As set forth on page 1 hereof and, with respect
to Party A, the fax no. set forth in Section 8 hereof.
(b) For the purpose of Section 13(c) of the Form Master Agreement: (i)
Party A appoints as its Process Agent, not applicable; and (ii) Party B appoints
as its Process Agent, not applicable.
(c) Section 12(a)(ii) of the Form Master Agreement is deleted in its
entirety.
(d) Party A may transfer or assign its rights and obligations hereunder to
any entity so long as the Rating Agency Condition is satisfied.
(e) USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies Party B, which information includes the name
and address of Party B and other information that will allow Party A to identify
Party B in accordance with the Act.
(f) It is expressly understood and agreed by the parties hereto that
insofar as this Confirmation is executed by the Securities Administrator (i)
this Confirmation is executed and delivered by Xxxxx Fargo Bank, N.A., not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement in the exercise of the powers and authority conferred
upon and vested in it thereunder, (ii) each of the representations, undertakings
and agreements herein made on behalf of the trust formed under the Pooling and
Servicing Agreement is made and intended not as a personal representation,
undertaking and agreement of the Securities Administrator but is made and
intended solely for the purpose of binding only Banc of America Funding
Corporation 2005-F Trust, and (iii) under no circumstances shall Xxxxx Fargo
Bank, N.A., in its individual capacity be personally liable for the payment of
any indebtedness or expenses or be personally liable for the breach or failure
of any obligation, representation, warranty or covenant made or undertaken by it
on behalf of Banc of America Funding Corporation 2005-F Trust under this
Confirmation. Notwithstanding the foregoing (or anything to the contrary
herein), Xxxxx Fargo Bank, N.A. shall be liable for its own fraud, negligence,
willful misconduct and/or bad faith.
(g) The Events of Default specified under Sections 5(a)(ii) - 5(a)(vi) of
the Form Master Agreement will not apply to Party B.
(h) With respect to Party B only, the provisions of Section 5(a)(vii)
clause 2 of the Form Master Agreement will not be applicable as an Event of
Default.
(i) Without affecting the provisions of the Form Master Agreement
requiring the calculation of certain net payment amounts, as a result of an
Event of Default or Additional Termination Event or otherwise, all payments
under the Form Master Agreement will be made without setoff.
(j) Party A agrees that it will not, prior to the date that is one year
and one day from the Trade Date, acquiesce, petition or otherwise invoke or
cause Party B to invoke the process of any court or governmental authority for
the purpose of commencing or sustaining a case against Party B under any federal
or state bankruptcy, insolvency or similar law or for the purpose of appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official for Party B or any substantial part of the property of Party B,
or for the purpose of ordering the winding up or liquidation of the affairs of
Party B. Nothing herein (nor in the Form Master Agreement) shall prevent Party A
from participating in any such proceeding once commenced.
(k) Section 9(b) of the Form Master Agreement is hereby amended by adding
the following at the end of such Section: ", and unless the Rating Agency
Condition is satisfied, unless such amendment clarifies any term or provision,
corrects any inconsistency, cures any ambiguity, or corrects any typographical
error."
(l) Before any amendment and/or supplement is made to any document that
pertains to the Form Master Agreement and/or any Transaction thereunder, Party B
must first obtain the prior written consent of Party A (such consent not to be
unreasonably withheld) if such amendment and/or supplement would: (a) adversely
affect any of Party A's rights or obligations under the Form Master Agreement;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations under the Form Master Agreement.
[remainder of the page intentionally left blank]
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning within three (3) Business Days via telecopier an
executed copy of this Confirmation to the attention of Global Derivative
Operations (fax no. 0-000-000-0000). Failure to respond within such period shall
not affect the validity or enforceability of this Transaction, and shall be
deemed to be an affirmation of the terms and conditions contained herein, absent
manifest error.
Yours sincerely,
Bank of America, N.A.
By: _________________________________________
Name:
Title:
Confirmed as of the date above:
Banc of America Funding Corporation 2005-F Trust
By: Xxxxx Fargo Bank, N.A. acting as Securities Administrator on behalf of
Banc of America Funding Corporation 2005-F Trust
By: __________________________________________
Name:
Title:
SCHEDULE A
Our Reference Numbers: 4305644 4305645
Notional Amount Strike Rate
(USD) Start Date End Date (per cent)
--------------- ---------- -------- -----------
21,359,564.00 09/20/05 10/20/05 5.14000
20,947,516.00 10/20/05 11/21/05 4.98000
20,542,968.00 11/21/05 12/20/05 9.14000
20,145,460.00 12/20/05 01/20/06 8.83000
19,754,869.00 01/20/06 02/21/06 8.83000
19,371,071.00 02/21/06 03/20/06 9.82000
18,993,947.00 03/20/06 04/20/06 8.83000
18,623,379.00 04/20/06 05/22/06 9.14000
18,259,253.00 05/22/06 06/20/06 8.83000
17,901,454.00 06/20/06 07/20/06 9.14000
17,544,408.00 07/20/06 08/21/06 8.83000
17,193,622.00 08/21/06 09/20/06 8.83000
16,849,005.00 09/20/06 10/20/06 9.14000
16,510,450.00 10/20/06 11/20/06 8.83000
16,177,847.00 11/20/06 12/20/06 9.14000
15,851,091.00 12/20/06 01/22/07 8.83000
15,530,078.00 01/22/07 02/20/07 8.83000
15,214,706.00 02/20/07 03/20/07 9.82000
14,904,875.00 03/20/07 04/20/07 8.83000
14,600,487.00 04/20/07 05/21/07 9.14000
14,301,444.00 05/21/07 06/20/07 8.83000
14,007,652.00 06/20/07 07/20/07 9.14000
13,714,320.00 07/20/07 08/20/07 8.83000
13,426,184.00 08/20/07 09/20/07 8.83000
13,143,171.00 09/20/07 10/22/07 9.14000
12,865,190.00 10/22/07 11/20/07 8.83000
12,592,150.00 11/20/07 12/20/07 9.14000
12,323,962.00 12/20/07 01/22/08 8.83000
12,060,540.00 01/22/08 02/20/08 8.83000
11,801,798.00 02/20/08 03/20/08 9.47000
11,547,652.00 03/20/08 04/21/08 8.83000
11,298,020.00 04/21/08 05/20/08 9.14000
11,052,821.00 05/20/08 06/20/08 8.83000
10,811,975.00 06/20/08 07/21/08 9.14000
10,571,365.00 07/21/08 08/20/08 8.83000
10,335,066.00 08/20/08 09/22/08 8.83000
10,103,017.00 09/22/08 10/20/08 9.14000
9,875,142.00 10/20/08 11/20/08 8.83000
9,651,365.00 11/20/08 12/22/08 9.14000
9,431,611.00 12/22/08 01/20/09 8.83000
9,263,396.00 01/20/09 02/20/09 8.83000
9,098,206.00 02/20/09 03/20/09 9.82000
8,935,984.00 03/20/09 04/20/09 8.83000
8,776,678.00 04/20/09 05/20/09 9.14000
8,620,235.00 05/20/09 06/22/09 8.83000
8,466,603.00 06/22/09 07/20/09 9.14000
8,313,023.00 07/20/09 08/20/09 8.83000
8,162,229.00 08/20/09 09/21/09 8.83000
8,014,181.00 09/21/09 10/20/09 9.14000
7,868,829.00 10/20/09 11/20/09 8.83000
7,726,123.00 11/20/09 12/21/09 9.14000
7,586,017.00 12/21/09 01/20/10 8.83000
7,448,461.00 01/20/10 02/22/10 8.83000
7,313,409.00 02/22/10 03/22/10 9.82000
7,180,817.00 03/22/10 04/20/10 8.83000
7,050,638.00 04/20/10 05/20/10 9.14000
6,922,828.00 05/20/10 06/21/10 8.83000
6,797,346.00 06/21/10 07/20/10 9.14000
6,662,504.00 07/20/10 08/20/10 8.83000
6,530,223.00 08/20/10 09/20/10 8.83000
6,400,508.00 09/20/10 10/20/10 9.14000
6,273,310.00 10/20/10 11/22/10 8.83000
6,148,581.00 11/22/10 12/20/10 9.14000
6,026,273.00 12/20/10 01/20/11 8.83000
5,906,342.00 01/20/11 02/22/11 8.83000
5,788,740.00 02/22/11 03/21/11 9.82000
5,673,424.00 03/21/11 04/20/11 8.83000
5,560,350.00 04/20/11 05/20/11 9.14000
5,449,475.00 05/20/11 06/20/11 8.83000
5,340,757.00 06/20/11 07/20/11 9.14000
5,234,154.00 07/20/11 08/22/11 8.83000
5,129,627.00 08/22/11 09/20/11 8.83000
5,027,134.00 09/20/11 10/20/11 9.14000
4,926,639.00 10/20/11 11/21/11 8.83000
4,828,101.00 11/21/11 12/20/11 9.14000
4,731,484.00 12/20/11 01/20/12 8.83000
4,636,750.00 01/20/12 02/21/12 8.83000
4,543,865.00 02/21/12 03/20/12 9.47000
4,452,791.00 03/20/12 04/20/12 8.83000
4,363,495.00 04/20/12 05/21/12 9.14000
4,275,943.00 05/21/12 06/20/12 8.83000
4,190,101.00 06/20/12 07/20/12 9.14000
4,105,935.00 07/20/12 08/20/12 8.83000
4,023,415.00 08/20/12 09/20/12 8.83000
3,942,508.00 09/20/12 10/22/12 9.14000
3,863,183.00 10/22/12 11/20/12 8.83000
3,785,411.00 11/20/12 12/20/12 9.14000
3,709,160.00 12/20/12 01/22/13 8.83000
3,634,402.00 01/22/13 02/20/13 8.83000
3,561,109.00 02/20/13 03/20/13 9.82000
3,489,252.00 03/20/13 04/22/13 8.83000
3,418,803.00 04/22/13 05/20/13 9.14000
3,349,736.00 05/20/13 06/20/13 8.83000
3,282,023.00 06/20/13 07/22/13 9.14000
3,215,639.00 07/22/13 08/20/13 8.83000
3,150,558.00 08/20/13 09/20/13 8.83000
3,086,755.00 09/20/13 10/21/13 9.14000
3,024,206.00 10/21/13 11/20/13 8.83000
2,962,886.00 11/20/13 12/20/13 9.14000
2,902,771.00 12/20/13 01/21/14 8.83000
2,843,839.00 01/21/14 02/20/14 8.83000
2,786,066.00 02/20/14 03/20/14 9.82000
2,729,431.00 03/20/14 04/21/14 8.83000
2,673,911.00 04/21/14 05/20/14 9.14000
2,619,484.00 05/20/14 06/20/14 8.83000
2,566,130.00 06/20/14 07/21/14 9.14000
2,513,829.00 07/21/14 08/20/14 8.83000
2,462,558.00 08/20/14 09/22/14 8.83000
2,412,300.00 09/22/14 10/20/14 9.14000
2,363,033.00 10/20/14 11/20/14 8.83000
2,314,739.00 11/20/14 12/22/14 9.14000
2,267,400.00 12/22/14 01/20/15 8.83000
2,220,996.00 01/20/15 02/20/15 8.83000
2,175,510.00 02/20/15 03/20/15 9.82000
2,130,924.00 03/20/15 04/20/15 8.83000
2,087,220.00 04/20/15 05/20/15 9.14000
2,044,381.00 05/20/15 06/22/15 8.83000
2,002,391.00 06/22/15 07/20/15 9.14000
1,961,234.00 07/20/15 08/20/15 8.83000
1,920,892.00 08/20/15 09/21/15 8.83000
CLASS 0-X-0 XXXXX XXXXXXXXXXX XXXXXXXXX
XXXX XX XXXXXXX, N.A.
TO: Banc of America Funding Corporation 2005-F Trust
c/o Wells Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
ATTN: Xxxxx Xxxxxxx
TEL: 000-000-0000
FAX: 000-000-0000
CC: Xxxxx Xxxxxxx
000 X Xxxxx Xx
Xxxxxxxxx, XX 00000
000-000-0000
FROM: Bank of America, National Association
000 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
DATE: 22 August 2005
Our Reference Numbers: 4305642 4305643
Internal Tracking Numbers: 14220037 14220038
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between Banc of America Funding
Corporation 2005-F Trust and Bank of America, N.A., a national banking
association organized under the laws of the United States of America (each a
"party" and together "the parties") on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement specified in paragraph 1 below. In this
Confirmation, "Party A" means Bank of America, N.A., and "Party B" means Banc of
America Funding Corporation 2005-F Trust.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions"), are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.
Other capitalized terms used herein (but not otherwise defined) shall have
the meaning specified in that certain Pooling and Servicing Agreement, dated
August 30, 2005 (the "Pooling and Servicing Agreement"), among Banc of America
Funding Corporation, Xxxxx Fargo Bank, N.A. and Wachovia Bank, National
Association as trustee.
1. This Confirmation evidences a complete binding agreement between the parties
as to the terms of the Transaction to which this Confirmation relates. In
addition, the parties agree that for the purposes of this Transaction, this
Confirmation will supplement, form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if
the parties had executed an agreement in such form (but without any Schedule
except for the elections noted below) on the Trade Date of the Transaction (such
agreement, the "Form Master Agreement"). In the event of any inconsistency
between the provisions of the Form Master Agreement and this Confirmation, this
Confirmation will prevail for the purpose of this Transaction.
Each party represents to the other party and will be deemed to represent
to the other party on the date on which it enters into this Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(a) Non-Reliance. Each party has made its own independent decisions to
enter into this Transaction and as to whether this Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as
it has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to enter
into this Transaction; it being understood that information and explanations
related to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this Transaction. Further,
such party has not received from the other party any assurance or guarantee as
to the expected results of this Transaction.
(b) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the financial and
other risks of this Transaction.
(c) Status of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: As per the attached Schedule A
Trade Date: 18 August 2005
Effective Date: 20 September 2005
Termination Date: 20 September 2015, subject to adjustment in
accordance with the Following Business Day
Convention.
Fixed Amount:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Date: 23 August 2005
Fixed Amount: [________________]
Floating Amount:
Floating Rate Payer: Party A
Strike Rate: As per the attached Schedule A
Ceiling Rate: 10.50000 per cent
Floating Rate Payer
Payment Dates: Early Payments shall be applicable - 2 Business
Days prior to each Floating Rate Payer Period End
Date
Floating Rate Payer
Period End Dates: The 20th of each Month, commencing on 20 October
2005 and ending on the Termination Date, subject
to adjustment in accordance with the Following
Business Day Convention
Floating Amount: The product of (a) the Notional Amount, (b) the
actual numbers of days in the Calculation Period /
360 and (c) the Settlement Spread which shall be
calculated in accordance with the following
formula:
If USD-LIBOR-BBA is greater than the Strike Rate
for the applicable Calculation Period, then
Settlement Spread = (USD-LIBOR-BBA - applicable
Strike Rate) provided, however, that if
USD-LIBOR-BBA for any Calculation Period is
greater than the Ceiling Rate then the
USD-LIBOR-BBA for such Calculation Period shall be
deemed to be the Ceiling Rate.
If 1 Month USD-LIBOR-BBA is less than or equal to
the Strike Rate for the applicable Calculation
Period, then Settlement Spread = Zero.
The Calculation Agent shall notify the Floating
Amount Payer of the Floating Amount as soon as
practicable after making its determinations.
Floating Rate for
initial Calculation
Period: TO BE SET
Floating Rate
Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Averaging: Inapplicable
Reset Dates: First day of each Calculation Period
Business Days: New York
Calculation Agent: Party A
3. Form Master Agreement.
(a) "Specified Entity" means, in relation to Party A, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(b) "Specified Entity" means, in relation to Party B, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(c) "Specified Transaction" will have the meaning specified in Section 14
of the Form Master Agreement.
(d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the
Form Master Agreement will not apply to Party A or to Party B.
(e) The "Automatic Early Termination" provision of Section 6(a) of the
Form Master Agreement will not apply to Party A or to Party B.
(f) The Form Master Agreement will be governed by, and construed in
accordance with, the laws of the State of New York without reference to its
conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(g) The phrase "Termination Currency" means United States Dollars.
(h) For the purpose of Section 6(e) of the Form Master Agreement, Market
Quotation and Second Method will apply.
4. Recording of Conversations.
Each party to this Transaction acknowledges and agrees to the tape (and/or
other electronic) recording of conversations between the parties to this
Transaction whether by one or other or both of the parties or their agents, and
that any such recordings may be submitted in evidence in any Proceedings
relating to the Form Master Agreement and/or this Transaction.
5. Credit Support Document.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
6. Credit Support Provider.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
7. Account Details.
Account for payments to Party A:
USD
NAME: BANK OF AMERICA NA
CITY:
ABA #:
ATTN:
NAME:
CITY:
ACCT:
ATTN:
ATTN:
Account for payments to Party B:
NAME: Xxxxx Fargo Bank, N.A.
CITY:
ABA #:
ACCT:
FOR CREDIT TO:
FFC:
8. Offices.
The Office of Party A for this Transaction is:
Charlotte, North Carolina
Please send notices to
fax no. 0-000-000-0000.
The Office of Party B for this Transaction is:
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Corporate Trust Services BAFC 2005-F
9. Additional Provisions.
(a) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Form Master Agreement, if at any time and so long as one of the parties
to the Form Master Agreement ("X") shall have satisfied in full all its payment
and delivery obligations under Section 2(a)(i) of the Form Master Agreement and
shall at the time have no future payment or delivery obligations, whether
absolute or contingent, under such Section, then unless the other party ("Y") is
required pursuant to appropriate proceedings to return to X or otherwise returns
to X (upon demand of X, or otherwise) any portion of any such payment or
delivery: (i) the occurrence of an event described in Section 5(a)(i) of the
Form Master Agreement with respect to X shall not constitute an Event of Default
or a Potential Event of Default with respect to X as the Defaulting Party; and
(ii) Y shall be entitled to designate an Early Termination Date (a) pursuant to
Section 10 below and/or (b) pursuant to Section 6 of the Form Master Agreement
only as a result of the occurrence of a Termination Event set forth in (i)
either Section 5(b)(i) or 5(b)(ii) or 5(b)(v) of the Form Master Agreement with
respect to Y as the Affected Party or (ii) Section 5(b)(iii) of the Form Master
Agreement with respect to Y as the Burdened Party.
(b) Downgrade of Party A. If a Ratings Event (as defined below) shall
occur and be continuing with respect to Party A, then Party A shall (A) within 5
Business Days of such Ratings Event, give notice to Party B of the occurrence of
such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost)
Party A's rights and obligations hereunder to another party, subject to
satisfaction of the Rating Agency Condition (as defined below). Unless such a
transfer by Party A has occurred within 20 Business Days after the occurrence of
a Ratings Event, Party A shall post Eligible Collateral (as designated in the
approved Credit Support Annex), to secure Party B's exposure or potential
exposure to Party A, and such Eligible Collateral shall be provided in
accordance with a Credit Support Annex to be attached hereto and made a part
hereof within 10 Business Days. The Eligible Collateral to be posted and the
Credit Support Annex to be executed and delivered shall be subject to the Rating
Agency Condition. Notwithstanding the addition of the Credit Support Annex and
the posting of Eligible Collateral, Party A shall continue to use reasonable
efforts to transfer its rights and obligations hereunder to an acceptable third
party; provided, however, that Party A's obligations to find a transferee and to
post Eligible Collateral under such Credit Support Annex shall remain in effect
only for so long as a Ratings Event is continuing with respect to Party A. For
the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the
long-term and short-term senior unsecured deposit ratings of Party A cease to be
at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A
and F1 by Fitch Ratings ("Fitch"), to the extent such obligations are rated by
S&P and Fitch. Party A acknowledges and agrees that if at any time during the
term of this Transaction the long-term senior unsecured deposit rating by S&P of
Party A is below "BBB-", then from the date that is 30 Business Days from the
occurrence of such event, Party A shall transfer (at its own cost) its rights
and obligations hereunder to another party, subject to satisfaction of the
Rating Agency Condition. "Rating Agency Condition" means, with respect to any
action taken or to be taken, a condition that is satisfied when S&P and Fitch
have confirmed in writing that such action would not result in the downgrade,
qualification (if applicable) or withdrawal of the rating then assigned by such
Rating Agency to the applicable class of Certificates. The failure by Party A to
post Eligible Collateral in accordance herewith or to transfer its rights and
obligations hereunder shall constitute an Additional Termination Event for which
Party A shall be the sole Affected Party.
10. Additional Termination Event.
It shall be an Additional Termination Event if any amendment and/or supplement
to any document that pertains to the Form Master Agreement and/or this
Transaction is made without the prior written consent of Party A (such consent
not to be unreasonably withheld), if such amendment and/or supplement would: (i)
adversely affect any of Party A's rights or obligations hereunder and/or under
the Form Master Agreement; or (ii) modify the obligations of, or impair the
ability of, Party B to fully perform any of Party B's obligations hereunder
and/or under the Form Master Agreement. In connection with such Additional
Termination Event, Party B shall be the sole Affected Party.
11. Waiver of Right to Trial by Jury.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY
WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
TRANSACTION.
12. Eligible Contract Participant.
Each party represents to the other party that it is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended.
13. Notice by Facsimile Transmission.
Section 12(a) of the Form Master Agreement is hereby amended by deleting
the parenthetical "(except that a notice or other communication under Section 5
or 6 may not be given by facsimile transmission or electronic messaging
system)."
14. Representations.
Xxxxx Fargo Bank, N.A., acting on behalf of Party B represents that: (a)
it is duly organized and validly existing as a national banking association
under the laws of the jurisdiction of its organization/formation; (b) it is duly
authorized to enter into this Transaction (including the Form Master Agreement)
and to perform its obligations hereunder (and thereunder); (c) the Transaction
and the performance of its obligations hereunder (and under the Form Master
Agreement) do not violate any material obligation of such Party; (d) as of the
date hereof, all conditions precedent to the issuance of the Certificates have
been satisfied or waived; (e) each of the Pooling and Servicing Agreement and
the other transaction documents related thereto (the "Transaction Documents") to
which it is a party has been duly authorized, executed and delivered by it; (f)
assuming the due authorization, execution and delivery thereof by the other
parties thereto, each of the Pooling and Servicing Agreement and the other
Transaction Documents to which Party B is a party constitutes the legal, valid
and binding obligations of Party B, enforceable against Party B in accordance
with the terms thereof, subject to applicable bankruptcy, insolvency and similar
laws or legal principles affecting creditors' rights generally; (g) the Pooling
and Servicing Agreement and the other Transaction Documents to which Party B is
a party are in full force and effect on the date hereof and there have been no
amendments or waivers or modifications of any of the terms thereof since the
original execution and delivery of the Pooling and Servicing Agreement and the
other Transaction Documents to which Party B is a party, except such as may have
been delivered to Party A and to Party B; (h) to the best of its knowledge, no
event of default (or event which would, with the passage of time or the giving
of notice, or both, constitute an event of default) has occurred under any of
the Transaction Documents to which Party B is a party; and (i) the person
executing this Confirmation is duly authorized to execute and deliver it on
behalf of Party B.
15. Multibranch Party.
For purpose of Section 10(c) of the Form Master Agreement: (a) Party A is
a Multibranch Party, and may act through its Charlotte, North Carolina, Chicago,
Illinois, San Francisco, California, New York, New York, Boston, Massachusetts
or London, England Office; and (b) Party B is not a Multibranch Party.
16. Other Provisions.
(a) Addresses for notices. As set forth on page 1 hereof and, with respect
to Party A, the fax no. set forth in Section 8 hereof.
(b) For the purpose of Section 13(c) of the Form Master Agreement: (i)
Party A appoints as its Process Agent, not applicable; and (ii) Party B appoints
as its Process Agent, not applicable.
(c) Section 12(a)(ii) of the Form Master Agreement is deleted in its
entirety.
(d) Party A may transfer or assign its rights and obligations hereunder to
any entity so long as the Rating Agency Condition is satisfied.
(e) USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies Party B, which information includes the name
and address of Party B and other information that will allow Party A to identify
Party B in accordance with the Act.
(f) It is expressly understood and agreed by the parties hereto that
insofar as this Confirmation is executed by the Securities Administrator (i)
this Confirmation is executed and delivered by Xxxxx Fargo Bank, N.A., not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement in the exercise of the powers and authority conferred
upon and vested in it thereunder, (ii) each of the representations, undertakings
and agreements herein made on behalf of the trust formed under the Pooling and
Servicing Agreement is made and intended not as a personal representation,
undertaking and agreement of the Securities Administrator but is made and
intended solely for the purpose of binding only Banc of America Funding
Corporation 2005-F Trust, and (iii) under no circumstances shall Xxxxx Fargo
Bank, N.A., in its individual capacity be personally liable for the payment of
any indebtedness or expenses or be personally liable for the breach or failure
of any obligation, representation, warranty or covenant made or undertaken by it
on behalf of Banc of America Funding Corporation 2005-F Trust under this
Confirmation. Notwithstanding the foregoing (or anything to the contrary
herein), Xxxxx Fargo Bank, N.A. shall be liable for its own fraud, negligence,
willful misconduct and/or bad faith.
(g) The Events of Default specified under Sections 5(a)(ii) - 5(a)(vi) of
the Form Master Agreement will not apply to Party B.
(h) With respect to Party B only, the provisions of Section 5(a)(vii)
clause 2 of the Form Master Agreement will not be applicable as an Event of
Default.
(i) Without affecting the provisions of the Form Master Agreement
requiring the calculation of certain net payment amounts, as a result of an
Event of Default or Additional Termination Event or otherwise, all payments
under the Form Master Agreement will be made without setoff.
(j) Party A agrees that it will not, prior to the date that is one year
and one day from the Trade Date, acquiesce, petition or otherwise invoke or
cause Party B to invoke the process of any court or governmental authority for
the purpose of commencing or sustaining a case against Party B under any federal
or state bankruptcy, insolvency or similar law or for the purpose of appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official for Party B or any substantial part of the property of Party B,
or for the purpose of ordering the winding up or liquidation of the affairs of
Party B. Nothing herein (nor in the Form Master Agreement) shall prevent Party A
from participating in any such proceeding once commenced.
(k) Section 9(b) of the Form Master Agreement is hereby amended by adding
the following at the end of such Section: ", and unless the Rating Agency
Condition is satisfied, unless such amendment clarifies any term or provision,
corrects any inconsistency, cures any ambiguity, or corrects any typographical
error."
(l) Before any amendment and/or supplement is made to any document that
pertains to the Form Master Agreement and/or any Transaction thereunder, Party B
must first obtain the prior written consent of Party A (such consent not to be
unreasonably withheld) if such amendment and/or supplement would: (a) adversely
affect any of Party A's rights or obligations under the Form Master Agreement;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations under the Form Master Agreement.
[remainder of the page intentionally left blank]
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning within three (3) Business Days via telecopier an
executed copy of this Confirmation to the attention of Global Derivative
Operations (fax no. 0-000-000-0000). Failure to respond within such period shall
not affect the validity or enforceability of this Transaction, and shall be
deemed to be an affirmation of the terms and conditions contained herein, absent
manifest error.
Yours sincerely,
Bank of America, N.A.
By: _________________________________________
Name:
Title:
Confirmed as of the date above:
Banc of America Funding Corporation 2005-F Trust
By: Xxxxx Fargo Bank, N.A. acting as Securities Administrator on behalf of
Banc of America Funding Corporation 2005-F Trust
By: __________________________________________
Name:
Title:
SCHEDULE A
Our Reference Numbers: 4305642 4305643
Notional Amount Strike Rate
(USD) Start Date End Date (per cent)
--------------- ---------- -------- -----------
8,747,766.00 09/20/05 10/20/05 4.94000
8,747,691.00 10/20/05 11/21/05 4.78000
8,747,691.00 11/21/05 12/20/05 8.94000
8,747,691.00 12/20/05 01/20/06 8.63000
8,747,691.00 01/20/06 02/21/06 8.63000
8,747,691.00 02/21/06 03/20/06 9.62000
8,747,691.00 03/20/06 04/20/06 8.63000
8,747,691.00 04/20/06 05/22/06 8.94000
8,747,691.00 05/22/06 06/20/06 8.63000
8,747,691.00 06/20/06 07/20/06 8.94000
8,747,691.00 07/20/06 08/21/06 8.63000
8,747,691.00 08/21/06 09/20/06 8.63000
8,747,691.00 09/20/06 10/20/06 8.94000
8,747,691.00 10/20/06 11/20/06 8.63000
8,747,691.00 11/20/06 12/20/06 8.94000
8,747,691.00 12/20/06 01/22/07 8.63000
8,747,691.00 01/22/07 02/20/07 8.63000
8,747,691.00 02/20/07 03/20/07 9.62000
8,747,691.00 03/20/07 04/20/07 8.63000
8,747,691.00 04/20/07 05/21/07 8.94000
8,747,691.00 05/21/07 06/20/07 8.63000
8,747,691.00 06/20/07 07/20/07 8.94000
8,747,691.00 07/20/07 08/20/07 8.63000
8,747,691.00 08/20/07 09/20/07 8.63000
8,747,691.00 09/20/07 10/22/07 8.94000
8,747,691.00 10/22/07 11/20/07 8.63000
8,747,691.00 11/20/07 12/20/07 8.94000
8,747,691.00 12/20/07 01/22/08 8.63000
8,747,691.00 01/22/08 02/20/08 8.63000
8,747,691.00 02/20/08 03/20/08 9.27000
8,747,691.00 03/20/08 04/21/08 8.63000
8,747,691.00 04/21/08 05/20/08 8.94000
8,747,691.00 05/20/08 06/20/08 8.63000
8,747,691.00 06/20/08 07/21/08 8.94000
8,747,691.00 07/21/08 08/20/08 8.63000
8,747,691.00 08/20/08 09/22/08 8.63000
8,747,691.00 09/22/08 10/20/08 8.94000
8,747,691.00 10/20/08 11/20/08 8.63000
8,747,691.00 11/20/08 12/22/08 8.94000
8,747,691.00 12/22/08 01/20/09 8.63000
8,591,674.00 01/20/09 02/20/09 8.63000
8,438,462.00 02/20/09 03/20/09 9.62000
8,288,004.00 03/20/09 04/20/09 8.63000
8,140,250.00 04/20/09 05/20/09 8.94000
7,995,151.00 05/20/09 06/22/09 8.63000
7,852,659.00 06/22/09 07/20/09 8.94000
7,710,216.00 07/20/09 08/20/09 8.63000
7,570,356.00 08/20/09 09/21/09 8.63000
7,433,044.00 09/21/09 10/20/09 8.94000
7,298,232.00 10/20/09 11/20/09 8.63000
7,165,874.00 11/20/09 12/21/09 8.94000
7,035,927.00 12/21/09 01/20/10 8.63000
6,908,346.00 01/20/10 02/22/10 8.63000
6,783,088.00 02/22/10 03/22/10 9.62000
6,660,110.00 03/22/10 04/20/10 8.63000
6,539,371.00 04/20/10 05/20/10 8.94000
6,420,829.00 05/20/10 06/21/10 8.63000
6,304,446.00 06/21/10 07/20/10 8.94000
6,179,382.00 07/20/10 08/20/10 8.63000
6,056,693.00 08/20/10 09/20/10 8.63000
5,936,384.00 09/20/10 10/20/10 8.94000
5,818,409.00 10/20/10 11/22/10 8.63000
5,702,725.00 11/22/10 12/20/10 8.94000
5,589,287.00 12/20/10 01/20/11 8.63000
5,478,052.00 01/20/11 02/22/11 8.63000
5,368,978.00 02/22/11 03/21/11 9.62000
5,262,024.00 03/21/11 04/20/11 8.63000
5,157,149.00 04/20/11 05/20/11 8.94000
5,054,314.00 05/20/11 06/20/11 8.63000
4,953,479.00 06/20/11 07/20/11 8.94000
4,854,607.00 07/20/11 08/22/11 8.63000
4,757,659.00 08/22/11 09/20/11 8.63000
4,662,599.00 09/20/11 10/20/11 8.94000
4,569,390.00 10/20/11 11/21/11 8.63000
4,477,998.00 11/21/11 12/20/11 8.94000
4,388,387.00 12/20/11 01/20/12 8.63000
4,300,523.00 01/20/12 02/21/12 8.63000
4,214,373.00 02/21/12 03/20/12 9.27000
4,129,903.00 03/20/12 04/20/12 8.63000
4,047,083.00 04/20/12 05/21/12 8.94000
3,965,879.00 05/21/12 06/20/12 8.63000
3,886,261.00 06/20/12 07/20/12 8.94000
3,808,199.00 07/20/12 08/20/12 8.63000
3,731,663.00 08/20/12 09/20/12 8.63000
3,656,622.00 09/20/12 10/22/12 8.94000
3,583,050.00 10/22/12 11/20/12 8.63000
3,510,917.00 11/20/12 12/20/12 8.94000
3,440,195.00 12/20/12 01/22/13 8.63000
3,370,859.00 01/22/13 02/20/13 8.63000
3,302,880.00 02/20/13 03/20/13 9.62000
3,236,234.00 03/20/13 04/22/13 8.63000
3,170,893.00 04/22/13 05/20/13 8.94000
3,106,834.00 05/20/13 06/20/13 8.63000
3,044,032.00 06/20/13 07/22/13 8.94000
2,982,461.00 07/22/13 08/20/13 8.63000
2,922,100.00 08/20/13 09/20/13 8.63000
2,862,924.00 09/20/13 10/21/13 8.94000
2,804,910.00 10/21/13 11/20/13 8.63000
2,748,036.00 11/20/13 12/20/13 8.94000
2,692,281.00 12/20/13 01/21/14 8.63000
2,637,622.00 01/21/14 02/20/14 8.63000
2,584,039.00 02/20/14 03/20/14 9.62000
2,531,510.00 03/20/14 04/21/14 8.63000
2,480,016.00 04/21/14 05/20/14 8.94000
2,429,536.00 05/20/14 06/20/14 8.63000
2,380,051.00 06/20/14 07/21/14 8.94000
2,331,542.00 07/21/14 08/20/14 8.63000
2,283,989.00 08/20/14 09/22/14 8.63000
2,237,375.00 09/22/14 10/20/14 8.94000
2,191,681.00 10/20/14 11/20/14 8.63000
2,146,889.00 11/20/14 12/22/14 8.94000
2,102,983.00 12/22/14 01/20/15 8.63000
2,059,944.00 01/20/15 02/20/15 8.63000
2,017,756.00 02/20/15 03/20/15 9.62000
1,976,403.00 03/20/15 04/20/15 8.63000
1,935,868.00 04/20/15 05/20/15 8.94000
1,896,136.00 05/20/15 06/22/15 8.63000
1,857,191.00 06/22/15 07/20/15 8.94000
1,819,017.00 07/20/15 08/20/15 8.63000
1,781,601.00 08/20/15 09/21/15 8.63000
CLASS 0-X-0 XXXXX XXXXXXXXXXX XXXXXXXXX
XXXX XX XXXXXXX, N.A.
TO: Banc of America Funding Corporation 2005-F Trust
c/o Wells Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
ATTN: Xxxxx Xxxxxxx
TEL: 000-000-0000
FAX: 000-000-0000
CC: Xxxxx Xxxxxxx
000 X Xxxxx Xx
Xxxxxxxxx, XX 00000
000-000-0000
FROM: Bank of America, National Association
000 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
DATE: 22 August 2005
Our Reference Numbers: 4305640 4305641
Internal Tracking Numbers: 14220040 14220042
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between Banc of America Funding
Corporation 2005-F Trust and Bank of America, N.A., a national banking
association organized under the laws of the United States of America (each a
"party" and together "the parties") on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement specified in paragraph 1 below. In this
Confirmation, "Party A" means Bank of America, N.A., and "Party B" means Banc of
America Funding Corporation 2005-F Trust.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions"), are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.
Other capitalized terms used herein (but not otherwise defined) shall have
the meaning specified in that certain Pooling and Servicing Agreement, dated
August 30, 2005 (the "Pooling and Servicing Agreement"), among Banc of America
Funding Corporation, Xxxxx Fargo Bank, N.A. and Wachovia Bank, National
Association as trustee.
1. This Confirmation evidences a complete binding agreement between the parties
as to the terms of the Transaction to which this Confirmation relates. In
addition, the parties agree that for the purposes of this Transaction, this
Confirmation will supplement, form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if
the parties had executed an agreement in such form (but without any Schedule
except for the elections noted below) on the Trade Date of the Transaction (such
agreement, the "Form Master Agreement"). In the event of any inconsistency
between the provisions of the Form Master Agreement and this Confirmation, this
Confirmation will prevail for the purpose of this Transaction.
Each party represents to the other party and will be deemed to represent
to the other party on the date on which it enters into this Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(a) Non-Reliance. Each party has made its own independent decisions to
enter into this Transaction and as to whether this Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as
it has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to enter
into this Transaction; it being understood that information and explanations
related to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this Transaction. Further,
such party has not received from the other party any assurance or guarantee as
to the expected results of this Transaction.
(b) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the financial and
other risks of this Transaction.
(c) Status of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: As per the attached Schedule A
Trade Date: 18 August 2005
Effective Date: 20 September 2005
Termination Date: 20 September 2015, subject to adjustment in
accordance with the Following Business Day
Convention.
Fixed Amount:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Date: 23 August 2005
Fixed Amount: [_______________]
Floating Amount:
Floating Rate Payer: Party A
Strike Rate: As per the attached Schedule A
Ceiling Rate: 10.50000 per cent
Floating Rate Payer
Payment Dates: Early Payments shall be applicable - 2 Business
Days prior to each Floating Rate Payer Period End
Date
Floating Rate Payer
Period End Dates: The 20th of each Month, commencing on 20 October
2005 and ending on the Termination Date, subject
to adjustment in accordance with the Following
Business Day Convention
Floating Amount: The product of (a) the Notional Amount, (b) the
actual numbers of days in the Calculation Period /
360 and (c) the Settlement Spread which shall be
calculated in accordance with the following
formula:
If USD-LIBOR-BBA is greater than the Strike Rate
for the applicable Calculation Period, then
Settlement Spread = (USD-LIBOR-BBA - applicable
Strike Rate) provided, however, that if
USD-LIBOR-BBA for any Calculation Period is
greater than the Ceiling Rate then the
USD-LIBOR-BBA for such Calculation Period shall be
deemed to be the Ceiling Rate.
If 1 Month USD-LIBOR-BBA is less than or equal to
the Strike Rate for the applicable Calculation
Period, then Settlement Spread = Zero.
The Calculation Agent shall notify the Floating
Amount Payer of the Floating Amount as soon as
practicable after making its determinations.
Floating Rate for
initial Calculation
Period: TO BE SET
Floating Rate
Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Averaging: Inapplicable
Reset Dates: First day of each Calculation Period
Business Days: New York
Calculation Agent: Party A
3. Form Master Agreement.
(a) "Specified Entity" means, in relation to Party A, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(b) "Specified Entity" means, in relation to Party B, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(c) "Specified Transaction" will have the meaning specified in Section 14
of the Form Master Agreement.
(d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the
Form Master Agreement will not apply to Party A or to Party B.
(e) The "Automatic Early Termination" provision of Section 6(a) of the
Form Master Agreement will not apply to Party A or to Party B.
(f) The Form Master Agreement will be governed by, and construed in
accordance with, the laws of the State of New York without reference to its
conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(g) The phrase "Termination Currency" means United States Dollars.
(h) For the purpose of Section 6(e) of the Form Master Agreement, Market
Quotation and Second Method will apply.
4. Recording of Conversations.
Each party to this Transaction acknowledges and agrees to the tape (and/or
other electronic) recording of conversations between the parties to this
Transaction whether by one or other or both of the parties or their agents, and
that any such recordings may be submitted in evidence in any Proceedings
relating to the Form Master Agreement and/or this Transaction.
5. Credit Support Document.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
6. Credit Support Provider.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
7. Account Details.
Account for payments to Party A:
USD
NAME: BANK OF AMERICA NA
CITY:
ABA #:
ATTN:
NAME:
CITY:
ACCT:
ATTN:
ATTN:
Account for payments to Party B:
NAME: Xxxxx Fargo Bank, N.A.
CITY:
ABA #:
ACCT:
FOR CREDIT TO:
FFC:
8. Offices.
The Office of Party A for this Transaction is:
Charlotte, North Carolina
Please send notices to
fax no. 0-000-000-0000.
The Office of Party B for this Transaction is:
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Corporate Trust Services BAFC 2005-F
9. Additional Provisions.
(a) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Form Master Agreement, if at any time and so long as one of the parties
to the Form Master Agreement ("X") shall have satisfied in full all its payment
and delivery obligations under Section 2(a)(i) of the Form Master Agreement and
shall at the time have no future payment or delivery obligations, whether
absolute or contingent, under such Section, then unless the other party ("Y") is
required pursuant to appropriate proceedings to return to X or otherwise returns
to X (upon demand of X, or otherwise) any portion of any such payment or
delivery: (i) the occurrence of an event described in Section 5(a)(i) of the
Form Master Agreement with respect to X shall not constitute an Event of Default
or a Potential Event of Default with respect to X as the Defaulting Party; and
(ii) Y shall be entitled to designate an Early Termination Date (a) pursuant to
Section 10 below and/or (b) pursuant to Section 6 of the Form Master Agreement
only as a result of the occurrence of a Termination Event set forth in (i)
either Section 5(b)(i) or 5(b)(ii) or 5(b)(v) of the Form Master Agreement with
respect to Y as the Affected Party or (ii) Section 5(b)(iii) of the Form Master
Agreement with respect to Y as the Burdened Party.
(b) Downgrade of Party A. If a Ratings Event (as defined below) shall
occur and be continuing with respect to Party A, then Party A shall (A) within 5
Business Days of such Ratings Event, give notice to Party B of the occurrence of
such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost)
Party A's rights and obligations hereunder to another party, subject to
satisfaction of the Rating Agency Condition (as defined below). Unless such a
transfer by Party A has occurred within 20 Business Days after the occurrence of
a Ratings Event, Party A shall post Eligible Collateral (as designated in the
approved Credit Support Annex), to secure Party B's exposure or potential
exposure to Party A, and such Eligible Collateral shall be provided in
accordance with a Credit Support Annex to be attached hereto and made a part
hereof within 10 Business Days. The Eligible Collateral to be posted and the
Credit Support Annex to be executed and delivered shall be subject to the Rating
Agency Condition. Notwithstanding the addition of the Credit Support Annex and
the posting of Eligible Collateral, Party A shall continue to use reasonable
efforts to transfer its rights and obligations hereunder to an acceptable third
party; provided, however, that Party A's obligations to find a transferee and to
post Eligible Collateral under such Credit Support Annex shall remain in effect
only for so long as a Ratings Event is continuing with respect to Party A. For
the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the
long-term and short-term senior unsecured deposit ratings of Party A cease to be
at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A
and F1 by Fitch Ratings ("Fitch"), to the extent such obligations are rated by
S&P and Fitch. Party A acknowledges and agrees that if at any time during the
term of this Transaction the long-term senior unsecured deposit rating by S&P of
Party A is below "BBB-", then from the date that is 30 Business Days from the
occurrence of such event, Party A shall transfer (at its own cost) its rights
and obligations hereunder to another party, subject to satisfaction of the
Rating Agency Condition. "Rating Agency Condition" means, with respect to any
action taken or to be taken, a condition that is satisfied when S&P and Fitch
have confirmed in writing that such action would not result in the downgrade,
qualification (if applicable) or withdrawal of the rating then assigned by such
Rating Agency to the applicable class of Certificates. The failure by Party A to
post Eligible Collateral in accordance herewith or to transfer its rights and
obligations hereunder shall constitute an Additional Termination Event for which
Party A shall be the sole Affected Party.
10. Additional Termination Event.
It shall be an Additional Termination Event if any amendment and/or supplement
to any document that pertains to the Form Master Agreement and/or this
Transaction is made without the prior written consent of Party A (such consent
not to be unreasonably withheld), if such amendment and/or supplement would: (i)
adversely affect any of Party A's rights or obligations hereunder and/or under
the Form Master Agreement; or (ii) modify the obligations of, or impair the
ability of, Party B to fully perform any of Party B's obligations hereunder
and/or under the Form Master Agreement. In connection with such Additional
Termination Event, Party B shall be the sole Affected Party.
11. Waiver of Right to Trial by Jury.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY
WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
TRANSACTION.
12. Eligible Contract Participant.
Each party represents to the other party that it is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended.
13. Notice by Facsimile Transmission.
Section 12(a) of the Form Master Agreement is hereby amended by deleting
the parenthetical "(except that a notice or other communication under Section 5
or 6 may not be given by facsimile transmission or electronic messaging
system)."
14. Representations.
Xxxxx Fargo Bank, N.A., acting on behalf of Party B represents that: (a)
it is duly organized and validly existing as a national banking association
under the laws of the jurisdiction of its organization/formation; (b) it is duly
authorized to enter into this Transaction (including the Form Master Agreement)
and to perform its obligations hereunder (and thereunder); (c) the Transaction
and the performance of its obligations hereunder (and under the Form Master
Agreement) do not violate any material obligation of such Party; (d) as of the
date hereof, all conditions precedent to the issuance of the Certificates have
been satisfied or waived; (e) each of the Pooling and Servicing Agreement and
the other transaction documents related thereto (the "Transaction Documents") to
which it is a party has been duly authorized, executed and delivered by it; (f)
assuming the due authorization, execution and delivery thereof by the other
parties thereto, each of the Pooling and Servicing Agreement and the other
Transaction Documents to which Party B is a party constitutes the legal, valid
and binding obligations of Party B, enforceable against Party B in accordance
with the terms thereof, subject to applicable bankruptcy, insolvency and similar
laws or legal principles affecting creditors' rights generally; (g) the Pooling
and Servicing Agreement and the other Transaction Documents to which Party B is
a party are in full force and effect on the date hereof and there have been no
amendments or waivers or modifications of any of the terms thereof since the
original execution and delivery of the Pooling and Servicing Agreement and the
other Transaction Documents to which Party B is a party, except such as may have
been delivered to Party A and to Party B; (h) to the best of its knowledge, no
event of default (or event which would, with the passage of time or the giving
of notice, or both, constitute an event of default) has occurred under any of
the Transaction Documents to which Party B is a party; and (i) the person
executing this Confirmation is duly authorized to execute and deliver it on
behalf of Party B.
15. Multibranch Party.
For purpose of Section 10(c) of the Form Master Agreement: (a) Party A is
a Multibranch Party, and may act through its Charlotte, North Carolina, Chicago,
Illinois, San Francisco, California, New York, New York, Boston, Massachusetts
or London, England Office; and (b) Party B is not a Multibranch Party.
16. Other Provisions.
(a) Addresses for notices. As set forth on page 1 hereof and, with respect
to Party A, the fax no. set forth in Section 8 hereof.
(b) For the purpose of Section 13(c) of the Form Master Agreement: (i)
Party A appoints as its Process Agent, not applicable; and (ii) Party B appoints
as its Process Agent, not applicable.
(c) Section 12(a)(ii) of the Form Master Agreement is deleted in its
entirety.
(d) Party A may transfer or assign its rights and obligations hereunder to
any entity so long as the Rating Agency Condition is satisfied.
(e) USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies Party B, which information includes the name
and address of Party B and other information that will allow Party A to identify
Party B in accordance with the Act.
(f) It is expressly understood and agreed by the parties hereto that
insofar as this Confirmation is executed by the Securities Administrator (i)
this Confirmation is executed and delivered by Xxxxx Fargo Bank, N.A., not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement in the exercise of the powers and authority conferred
upon and vested in it thereunder, (ii) each of the representations, undertakings
and agreements herein made on behalf of the trust formed under the Pooling and
Servicing Agreement is made and intended not as a personal representation,
undertaking and agreement of the Securities Administrator but is made and
intended solely for the purpose of binding only Banc of America Funding
Corporation 2005-F Trust, and (iii) under no circumstances shall Xxxxx Fargo
Bank, N.A., in its individual capacity be personally liable for the payment of
any indebtedness or expenses or be personally liable for the breach or failure
of any obligation, representation, warranty or covenant made or undertaken by it
on behalf of Banc of America Funding Corporation 2005-F Trust under this
Confirmation. Notwithstanding the foregoing (or anything to the contrary
herein), Xxxxx Fargo Bank, N.A. shall be liable for its own fraud, negligence,
willful misconduct and/or bad faith.
(g) The Events of Default specified under Sections 5(a)(ii) - 5(a)(vi) of
the Form Master Agreement will not apply to Party B.
(h) With respect to Party B only, the provisions of Section 5(a)(vii)
clause 2 of the Form Master Agreement will not be applicable as an Event of
Default.
(i) Without affecting the provisions of the Form Master Agreement
requiring the calculation of certain net payment amounts, as a result of an
Event of Default or Additional Termination Event or otherwise, all payments
under the Form Master Agreement will be made without setoff.
(j) Party A agrees that it will not, prior to the date that is one year
and one day from the Trade Date, acquiesce, petition or otherwise invoke or
cause Party B to invoke the process of any court or governmental authority for
the purpose of commencing or sustaining a case against Party B under any federal
or state bankruptcy, insolvency or similar law or for the purpose of appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official for Party B or any substantial part of the property of Party B,
or for the purpose of ordering the winding up or liquidation of the affairs of
Party B. Nothing herein (nor in the Form Master Agreement) shall prevent Party A
from participating in any such proceeding once commenced.
(k) Section 9(b) of the Form Master Agreement is hereby amended by adding
the following at the end of such Section: ", and unless the Rating Agency
Condition is satisfied, unless such amendment clarifies any term or provision,
corrects any inconsistency, cures any ambiguity, or corrects any typographical
error."
(l) Before any amendment and/or supplement is made to any document that
pertains to the Form Master Agreement and/or any Transaction thereunder, Party B
must first obtain the prior written consent of Party A (such consent not to be
unreasonably withheld) if such amendment and/or supplement would: (a) adversely
affect any of Party A's rights or obligations under the Form Master Agreement;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations under the Form Master Agreement.
[remainder of the page intentionally left blank]
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning within three (3) Business Days via telecopier an
executed copy of this Confirmation to the attention of Global Derivative
Operations (fax no. 0-000-000-0000). Failure to respond within such period shall
not affect the validity or enforceability of this Transaction, and shall be
deemed to be an affirmation of the terms and conditions contained herein, absent
manifest error.
Yours sincerely,
Bank of America, N.A.
By: _________________________________________
Name:
Title:
Confirmed as of the date above:
Banc of America Funding Corporation 2005-F Trust
By: Xxxxx Fargo Bank, N.A. acting as Securities Administrator on behalf of
Banc of America Funding Corporation 2005-F Trust
By: __________________________________________
Name:
Title:
SCHEDULE A
Our Reference Numbers: 4305640 4305641
Notional Amount Strike Rate
(USD) Start Date End Date (per cent)
--------------- ---------- -------- -----------
6,111,262.00 09/20/05 10/20/05 4.64000
6,111,209.00 10/20/05 11/21/05 4.48000
6,111,209.00 11/21/05 12/20/05 8.64000
6,111,209.00 12/20/05 01/20/06 8.33000
6,111,209.00 01/20/06 02/21/06 8.33000
6,111,209.00 02/21/06 03/20/06 9.32000
6,111,209.00 03/20/06 04/20/06 8.33000
6,111,209.00 04/20/06 05/22/06 8.64000
6,111,209.00 05/22/06 06/20/06 8.33000
6,111,209.00 06/20/06 07/20/06 8.64000
6,111,209.00 07/20/06 08/21/06 8.33000
6,111,209.00 08/21/06 09/20/06 8.33000
6,111,209.00 09/20/06 10/20/06 8.64000
6,111,209.00 10/20/06 11/20/06 8.33000
6,111,209.00 11/20/06 12/20/06 8.64000
6,111,209.00 12/20/06 01/22/07 8.33000
6,111,209.00 01/22/07 02/20/07 8.33000
6,111,209.00 02/20/07 03/20/07 9.32000
6,111,209.00 03/20/07 04/20/07 8.33000
6,111,209.00 04/20/07 05/21/07 8.64000
6,111,209.00 05/21/07 06/20/07 8.33000
6,111,209.00 06/20/07 07/20/07 8.64000
6,111,209.00 07/20/07 08/20/07 8.33000
6,111,209.00 08/20/07 09/20/07 8.33000
6,111,209.00 09/20/07 10/22/07 8.64000
6,111,209.00 10/22/07 11/20/07 8.33000
6,111,209.00 11/20/07 12/20/07 8.64000
6,111,209.00 12/20/07 01/22/08 8.33000
6,111,209.00 01/22/08 02/20/08 8.33000
6,111,209.00 02/20/08 03/20/08 8.97000
6,111,209.00 03/20/08 04/21/08 8.33000
6,111,209.00 04/21/08 05/20/08 8.64000
6,111,209.00 05/20/08 06/20/08 8.33000
6,111,209.00 06/20/08 07/21/08 8.64000
6,111,209.00 07/21/08 08/20/08 8.33000
6,111,209.00 08/20/08 09/22/08 8.33000
6,111,209.00 09/22/08 10/20/08 8.64000
6,111,209.00 10/20/08 11/20/08 8.33000
6,111,209.00 11/20/08 12/22/08 8.64000
6,111,209.00 12/22/08 01/20/09 8.33000
6,002,215.00 01/20/09 02/20/09 8.33000
5,895,179.00 02/20/09 03/20/09 9.32000
5,790,068.00 03/20/09 04/20/09 8.33000
5,686,846.00 04/20/09 05/20/09 8.64000
5,585,478.00 05/20/09 06/22/09 8.33000
5,485,933.00 06/22/09 07/20/09 8.64000
5,386,421.00 07/20/09 08/20/09 8.33000
5,288,713.00 08/20/09 09/21/09 8.33000
5,192,786.00 09/21/09 10/20/09 8.64000
5,098,605.00 10/20/09 11/20/09 8.33000
5,006,139.00 11/20/09 12/21/09 8.64000
4,915,357.00 12/21/09 01/20/10 8.33000
4,826,228.00 01/20/10 02/22/10 8.33000
4,738,721.00 02/22/10 03/22/10 9.32000
4,652,808.00 03/22/10 04/20/10 8.33000
4,568,458.00 04/20/10 05/20/10 8.64000
4,485,644.00 05/20/10 06/21/10 8.33000
4,404,338.00 06/21/10 07/20/10 8.64000
4,316,967.00 07/20/10 08/20/10 8.33000
4,231,256.00 08/20/10 09/20/10 8.33000
4,147,207.00 09/20/10 10/20/10 8.64000
4,064,789.00 10/20/10 11/22/10 8.33000
3,983,971.00 11/22/10 12/20/10 8.64000
3,904,722.00 12/20/10 01/20/11 8.33000
3,827,012.00 01/20/11 02/22/11 8.33000
3,750,812.00 02/22/11 03/21/11 9.32000
3,676,093.00 03/21/11 04/20/11 8.33000
3,602,827.00 04/20/11 05/20/11 8.64000
3,530,986.00 05/20/11 06/20/11 8.33000
3,460,542.00 06/20/11 07/20/11 8.64000
3,391,468.00 07/20/11 08/22/11 8.33000
3,323,740.00 08/22/11 09/20/11 8.33000
3,257,330.00 09/20/11 10/20/11 8.64000
3,192,214.00 10/20/11 11/21/11 8.33000
3,128,366.00 11/21/11 12/20/11 8.64000
3,065,763.00 12/20/11 01/20/12 8.33000
3,004,381.00 01/20/12 02/21/12 8.33000
2,944,196.00 02/21/12 03/20/12 8.97000
2,885,185.00 03/20/12 04/20/12 8.33000
2,827,325.00 04/20/12 05/21/12 8.64000
2,770,596.00 05/21/12 06/20/12 8.33000
2,714,974.00 06/20/12 07/20/12 8.64000
2,660,439.00 07/20/12 08/20/12 8.33000
2,606,970.00 08/20/12 09/20/12 8.33000
2,554,547.00 09/20/12 10/22/12 8.64000
2,503,148.00 10/22/12 11/20/12 8.33000
2,452,755.00 11/20/12 12/20/12 8.64000
2,403,349.00 12/20/12 01/22/13 8.33000
2,354,910.00 01/22/13 02/20/13 8.33000
2,307,419.00 02/20/13 03/20/13 9.32000
2,260,860.00 03/20/13 04/22/13 8.33000
2,215,212.00 04/22/13 05/20/13 8.64000
2,170,460.00 05/20/13 06/20/13 8.33000
2,126,586.00 06/20/13 07/22/13 8.64000
2,083,572.00 07/22/13 08/20/13 8.33000
2,041,403.00 08/20/13 09/20/13 8.33000
2,000,062.00 09/20/13 10/21/13 8.64000
1,959,533.00 10/21/13 11/20/13 8.33000
1,919,801.00 11/20/13 12/20/13 8.64000
1,880,850.00 12/20/13 01/21/14 8.33000
1,842,665.00 01/21/14 02/20/14 8.33000
1,805,231.00 02/20/14 03/20/14 9.32000
1,768,534.00 03/20/14 04/21/14 8.33000
1,732,560.00 04/21/14 05/20/14 8.64000
1,697,294.00 05/20/14 06/20/14 8.33000
1,662,723.00 06/20/14 07/21/14 8.64000
1,628,834.00 07/21/14 08/20/14 8.33000
1,595,614.00 08/20/14 09/22/14 8.33000
1,563,049.00 09/22/14 10/20/14 8.64000
1,531,126.00 10/20/14 11/20/14 8.33000
1,499,835.00 11/20/14 12/22/14 8.64000
1,469,161.00 12/22/14 01/20/15 8.33000
1,439,094.00 01/20/15 02/20/15 8.33000
1,409,621.00 02/20/15 03/20/15 9.32000
1,380,731.00 03/20/15 04/20/15 8.33000
1,352,413.00 04/20/15 05/20/15 8.64000
1,324,656.00 05/20/15 06/22/15 8.33000
1,297,449.00 06/22/15 07/20/15 8.64000
1,270,781.00 07/20/15 08/20/15 8.33000
1,244,641.00 08/20/15 09/21/15 8.33000
CLASS 0-X-0 XXXXX XXXXXXXXXXX XXXXXXXXX
XXXX XX XXXXXXX, N.A.
TO: Banc of America Funding Corporation 2005-F Trust
c/o Wells Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
ATTN: Xxxxx Xxxxxxx
TEL: 000-000-0000
FAX: 000-000-0000
CC: Xxxxx Xxxxxxx
000 X Xxxxx Xx
Xxxxxxxxx, XX 00000
000-000-0000
FROM: Bank of America, National Association
000 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
DATE: 22 August 2005
Our Reference Numbers: 4305638 4305639
Internal Tracking Numbers: 14220044 14220045
Dear Sir/Madam,
The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between Banc of America Funding
Corporation 2005-F Trust and Bank of America, N.A., a national banking
association organized under the laws of the United States of America (each a
"party" and together "the parties") on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement specified in paragraph 1 below. In this
Confirmation, "Party A" means Bank of America, N.A., and "Party B" means Banc of
America Funding Corporation 2005-F Trust.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions"), are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.
Other capitalized terms used herein (but not otherwise defined) shall have
the meaning specified in that certain Pooling and Servicing Agreement, dated
August 30, 2005 (the "Pooling and Servicing Agreement"), among Banc of America
Funding Corporation, Xxxxx Fargo Bank, N.A. and Wachovia Bank, National
Association as trustee.
1. This Confirmation evidences a complete binding agreement between the parties
as to the terms of the Transaction to which this Confirmation relates. In
addition, the parties agree that for the purposes of this Transaction, this
Confirmation will supplement, form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if
the parties had executed an agreement in such form (but without any Schedule
except for the elections noted below) on the Trade Date of the Transaction (such
agreement, the "Form Master Agreement"). In the event of any inconsistency
between the provisions of the Form Master Agreement and this Confirmation, this
Confirmation will prevail for the purpose of this Transaction.
Each party represents to the other party and will be deemed to represent
to the other party on the date on which it enters into this Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
(a) Non-Reliance. Each party has made its own independent decisions to
enter into this Transaction and as to whether this Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as
it has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to enter
into this Transaction; it being understood that information and explanations
related to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this Transaction. Further,
such party has not received from the other party any assurance or guarantee as
to the expected results of this Transaction.
(b) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the financial and
other risks of this Transaction.
(c) Status of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of this Transaction.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: As per the attached Schedule A
Trade Date: 18 August 2005
Effective Date: 20 September 2005
Termination Date: 20 September 2015, subject to adjustment in
accordance with the Following Business Day
Convention.
Fixed Amount:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Date: 23 August 2005
Fixed Amount: [_________________]
Floating Amount:
Floating Rate Payer: Party A
Strike Rate: As per the attached Schedule A
Ceiling Rate: 10.50000 per cent
Floating Rate Payer
Payment Dates: Early Payments shall be applicable - 2 Business
Days prior to each Floating Rate Payer Period End
Date
Floating Rate Payer
Period End Dates: The 20th of each Month, commencing on 20 October
2005 and ending on the Termination Date, subject
to adjustment in accordance with the Following
Business Day Convention
Floating Amount: The product of (a) the Notional Amount, (b) the
actual numbers of days in the Calculation Period /
360 and (c) the Settlement Spread which shall be
calculated in accordance with the following
formula:
If USD-LIBOR-BBA is greater than the Strike Rate
for the applicable Calculation Period, then
Settlement Spread = (USD-LIBOR-BBA - applicable
Strike Rate) provided, however, that if
USD-LIBOR-BBA for any Calculation Period is
greater than the Ceiling Rate then the
USD-LIBOR-BBA for such Calculation Period shall be
deemed to be the Ceiling Rate.
If 1 Month USD-LIBOR-BBA is less than or equal to
the Strike Rate for the applicable Calculation
Period, then Settlement Spread = Zero.
The Calculation Agent shall notify the Floating
Amount Payer of the Floating Amount as soon as
practicable after making its determinations.
Floating Rate for
initial Calculation
Period: TO BE SET
Floating Rate
Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Spread: None
Floating Rate Day
Count Fraction: Actual/360
Averaging: Inapplicable
Reset Dates: First day of each Calculation Period
Business Days: New York
Calculation Agent: Party A
3. Form Master Agreement.
(a) "Specified Entity" means, in relation to Party A, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(b) "Specified Entity" means, in relation to Party B, for the purpose of
Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv): Not
Applicable.
(c) "Specified Transaction" will have the meaning specified in Section 14
of the Form Master Agreement.
(d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the
Form Master Agreement will not apply to Party A or to Party B.
(e) The "Automatic Early Termination" provision of Section 6(a) of the
Form Master Agreement will not apply to Party A or to Party B.
(f) The Form Master Agreement will be governed by, and construed in
accordance with, the laws of the State of New York without reference to its
conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(g) The phrase "Termination Currency" means United States Dollars.
(h) For the purpose of Section 6(e) of the Form Master Agreement, Market
Quotation and Second Method will apply.
4. Recording of Conversations.
Each party to this Transaction acknowledges and agrees to the tape (and/or
other electronic) recording of conversations between the parties to this
Transaction whether by one or other or both of the parties or their agents, and
that any such recordings may be submitted in evidence in any Proceedings
relating to the Form Master Agreement and/or this Transaction.
5. Credit Support Document.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
6. Credit Support Provider.
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
7. Account Details.
Account for payments to Party A:
USD
NAME: BANK OF AMERICA NA
CITY:
ABA #:
ATTN:
NAME:
CITY:
ACCT:
ATTN:
ATTN:
Account for payments to Party B:
NAME: Xxxxx Fargo Bank, N.A.
CITY:
ABA #:
ACCT:
FOR CREDIT TO:
FFC:
8. Offices.
The Office of Party A for this Transaction is:
Charlotte, North Carolina
Please send notices to
fax no. 0-000-000-0000.
The Office of Party B for this Transaction is:
Xxxxx Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
America Funding Corporation 2005-F Trust
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Corporate Trust Services BAFC 2005-F
9. Additional Provisions.
(a) Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6
of the Form Master Agreement, if at any time and so long as one of the parties
to the Form Master Agreement ("X") shall have satisfied in full all its payment
and delivery obligations under Section 2(a)(i) of the Form Master Agreement and
shall at the time have no future payment or delivery obligations, whether
absolute or contingent, under such Section, then unless the other party ("Y") is
required pursuant to appropriate proceedings to return to X or otherwise returns
to X (upon demand of X, or otherwise) any portion of any such payment or
delivery: (i) the occurrence of an event described in Section 5(a)(i) of the
Form Master Agreement with respect to X shall not constitute an Event of Default
or a Potential Event of Default with respect to X as the Defaulting Party; and
(ii) Y shall be entitled to designate an Early Termination Date (a) pursuant to
Section 10 below and/or (b) pursuant to Section 6 of the Form Master Agreement
only as a result of the occurrence of a Termination Event set forth in (i)
either Section 5(b)(i) or 5(b)(ii) or 5(b)(v) of the Form Master Agreement with
respect to Y as the Affected Party or (ii) Section 5(b)(iii) of the Form Master
Agreement with respect to Y as the Burdened Party.
(b) Downgrade of Party A. If a Ratings Event (as defined below) shall
occur and be continuing with respect to Party A, then Party A shall (A) within 5
Business Days of such Ratings Event, give notice to Party B of the occurrence of
such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost)
Party A's rights and obligations hereunder to another party, subject to
satisfaction of the Rating Agency Condition (as defined below). Unless such a
transfer by Party A has occurred within 20 Business Days after the occurrence of
a Ratings Event, Party A shall post Eligible Collateral (as designated in the
approved Credit Support Annex), to secure Party B's exposure or potential
exposure to Party A, and such Eligible Collateral shall be provided in
accordance with a Credit Support Annex to be attached hereto and made a part
hereof within 10 Business Days. The Eligible Collateral to be posted and the
Credit Support Annex to be executed and delivered shall be subject to the Rating
Agency Condition. Notwithstanding the addition of the Credit Support Annex and
the posting of Eligible Collateral, Party A shall continue to use reasonable
efforts to transfer its rights and obligations hereunder to an acceptable third
party; provided, however, that Party A's obligations to find a transferee and to
post Eligible Collateral under such Credit Support Annex shall remain in effect
only for so long as a Ratings Event is continuing with respect to Party A. For
the purpose hereof, a "Ratings Event" shall occur with respect to Party A if the
long-term and short-term senior unsecured deposit ratings of Party A cease to be
at least A and A-1 by Standard & Poor's Ratings Service ("S&P") and at least A
and F1 by Fitch Ratings ("Fitch"), to the extent such obligations are rated by
S&P and Fitch. Party A acknowledges and agrees that if at any time during the
term of this Transaction the long-term senior unsecured deposit rating by S&P of
Party A is below "BBB-", then from the date that is 30 Business Days from the
occurrence of such event, Party A shall transfer (at its own cost) its rights
and obligations hereunder to another party, subject to satisfaction of the
Rating Agency Condition. "Rating Agency Condition" means, with respect to any
action taken or to be taken, a condition that is satisfied when S&P and Fitch
have confirmed in writing that such action would not result in the downgrade,
qualification (if applicable) or withdrawal of the rating then assigned by such
Rating Agency to the applicable class of Certificates. The failure by Party A to
post Eligible Collateral in accordance herewith or to transfer its rights and
obligations hereunder shall constitute an Additional Termination Event for which
Party A shall be the sole Affected Party.
10. Additional Termination Event.
It shall be an Additional Termination Event if any amendment and/or supplement
to any document that pertains to the Form Master Agreement and/or this
Transaction is made without the prior written consent of Party A (such consent
not to be unreasonably withheld), if such amendment and/or supplement would: (i)
adversely affect any of Party A's rights or obligations hereunder and/or under
the Form Master Agreement; or (ii) modify the obligations of, or impair the
ability of, Party B to fully perform any of Party B's obligations hereunder
and/or under the Form Master Agreement. In connection with such Additional
Termination Event, Party B shall be the sole Affected Party.
11. Waiver of Right to Trial by Jury.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY
WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
TRANSACTION.
12. Eligible Contract Participant.
Each party represents to the other party that it is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended.
13. Notice by Facsimile Transmission.
Section 12(a) of the Form Master Agreement is hereby amended by deleting
the parenthetical "(except that a notice or other communication under Section 5
or 6 may not be given by facsimile transmission or electronic messaging
system)."
14. Representations.
Xxxxx Fargo Bank, N.A., acting on behalf of Party B represents that: (a)
it is duly organized and validly existing as a national banking association
under the laws of the jurisdiction of its organization/formation; (b) it is duly
authorized to enter into this Transaction (including the Form Master Agreement)
and to perform its obligations hereunder (and thereunder); (c) the Transaction
and the performance of its obligations hereunder (and under the Form Master
Agreement) do not violate any material obligation of such Party; (d) as of the
date hereof, all conditions precedent to the issuance of the Certificates have
been satisfied or waived; (e) each of the Pooling and Servicing Agreement and
the other transaction documents related thereto (the "Transaction Documents") to
which it is a party has been duly authorized, executed and delivered by it; (f)
assuming the due authorization, execution and delivery thereof by the other
parties thereto, each of the Pooling and Servicing Agreement and the other
Transaction Documents to which Party B is a party constitutes the legal, valid
and binding obligations of Party B, enforceable against Party B in accordance
with the terms thereof, subject to applicable bankruptcy, insolvency and similar
laws or legal principles affecting creditors' rights generally; (g) the Pooling
and Servicing Agreement and the other Transaction Documents to which Party B is
a party are in full force and effect on the date hereof and there have been no
amendments or waivers or modifications of any of the terms thereof since the
original execution and delivery of the Pooling and Servicing Agreement and the
other Transaction Documents to which Party B is a party, except such as may have
been delivered to Party A and to Party B; (h) to the best of its knowledge, no
event of default (or event which would, with the passage of time or the giving
of notice, or both, constitute an event of default) has occurred under any of
the Transaction Documents to which Party B is a party; and (i) the person
executing this Confirmation is duly authorized to execute and deliver it on
behalf of Party B.
15. Multibranch Party.
For purpose of Section 10(c) of the Form Master Agreement: (a) Party A is
a Multibranch Party, and may act through its Charlotte, North Carolina, Chicago,
Illinois, San Francisco, California, New York, New York, Boston, Massachusetts
or London, England Office; and (b) Party B is not a Multibranch Party.
16. Other Provisions.
(a) Addresses for notices. As set forth on page 1 hereof and, with respect
to Party A, the fax no. set forth in Section 8 hereof.
(b) For the purpose of Section 13(c) of the Form Master Agreement: (i)
Party A appoints as its Process Agent, not applicable; and (ii) Party B appoints
as its Process Agent, not applicable.
(c) Section 12(a)(ii) of the Form Master Agreement is deleted in its
entirety.
(d) Party A may transfer or assign its rights and obligations hereunder to
any entity so long as the Rating Agency Condition is satisfied.
(e) USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies Party B, which information includes the name
and address of Party B and other information that will allow Party A to identify
Party B in accordance with the Act.
(f) It is expressly understood and agreed by the parties hereto that
insofar as this Confirmation is executed by the Securities Administrator (i)
this Confirmation is executed and delivered by Xxxxx Fargo Bank, N.A., not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement in the exercise of the powers and authority conferred
upon and vested in it thereunder, (ii) each of the representations, undertakings
and agreements herein made on behalf of the trust formed under the Pooling and
Servicing Agreement is made and intended not as a personal representation,
undertaking and agreement of the Securities Administrator but is made and
intended solely for the purpose of binding only Banc of America Funding
Corporation 2005-F Trust, and (iii) under no circumstances shall Xxxxx Fargo
Bank, N.A., in its individual capacity be personally liable for the payment of
any indebtedness or expenses or be personally liable for the breach or failure
of any obligation, representation, warranty or covenant made or undertaken by it
on behalf of Banc of America Funding Corporation 2005-F Trust under this
Confirmation. Notwithstanding the foregoing (or anything to the contrary
herein), Xxxxx Fargo Bank, N.A. shall be liable for its own fraud, negligence,
willful misconduct and/or bad faith.
(g) The Events of Default specified under Sections 5(a)(ii) - 5(a)(vi) of
the Form Master Agreement will not apply to Party B.
(h) With respect to Party B only, the provisions of Section 5(a)(vii)
clause 2 of the Form Master Agreement will not be applicable as an Event of
Default.
(i) Without affecting the provisions of the Form Master Agreement
requiring the calculation of certain net payment amounts, as a result of an
Event of Default or Additional Termination Event or otherwise, all payments
under the Form Master Agreement will be made without setoff.
(j) Party A agrees that it will not, prior to the date that is one year
and one day from the Trade Date, acquiesce, petition or otherwise invoke or
cause Party B to invoke the process of any court or governmental authority for
the purpose of commencing or sustaining a case against Party B under any federal
or state bankruptcy, insolvency or similar law or for the purpose of appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official for Party B or any substantial part of the property of Party B,
or for the purpose of ordering the winding up or liquidation of the affairs of
Party B. Nothing herein (nor in the Form Master Agreement) shall prevent Party A
from participating in any such proceeding once commenced.
(k) Section 9(b) of the Form Master Agreement is hereby amended by adding
the following at the end of such Section: ", and unless the Rating Agency
Condition is satisfied, unless such amendment clarifies any term or provision,
corrects any inconsistency, cures any ambiguity, or corrects any typographical
error."
(l) Before any amendment and/or supplement is made to any document that
pertains to the Form Master Agreement and/or any Transaction thereunder, Party B
must first obtain the prior written consent of Party A (such consent not to be
unreasonably withheld) if such amendment and/or supplement would: (a) adversely
affect any of Party A's rights or obligations under the Form Master Agreement;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations under the Form Master Agreement.
[remainder of the page intentionally left blank]
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning within three (3) Business Days via telecopier an
executed copy of this Confirmation to the attention of Global Derivative
Operations (fax no. 0-000-000-0000). Failure to respond within such period shall
not affect the validity or enforceability of this Transaction, and shall be
deemed to be an affirmation of the terms and conditions contained herein, absent
manifest error.
Yours sincerely,
Bank of America, N.A.
By: _________________________________________
Name:
Title:
Confirmed as of the date above:
Banc of America Funding Corporation 2005-F Trust
By: Xxxxx Fargo Bank, N.A. acting as Securities Administrator on behalf of
Banc of America Funding Corporation 2005-F Trust
By: __________________________________________
Name:
Title:
SCHEDULE A
Our Reference Numbers: 4305638 4305639
Notional Amount Strike Rate
(USD) Start Date End Date (per cent)
--------------- ---------- -------- -----------
3,595,505.00 09/20/05 10/20/05 4.29000
3,595,475.00 10/20/05 11/21/05 4.13000
3,595,475.00 11/21/05 12/20/05 8.29000
3,595,475.00 12/20/05 01/20/06 7.98000
3,595,475.00 01/20/06 02/21/06 7.98000
3,595,475.00 02/21/06 03/20/06 8.97000
3,595,475.00 03/20/06 04/20/06 7.98000
3,595,475.00 04/20/06 05/22/06 8.29000
3,595,475.00 05/22/06 06/20/06 7.98000
3,595,475.00 06/20/06 07/20/06 8.29000
3,595,475.00 07/20/06 08/21/06 7.98000
3,595,475.00 08/21/06 09/20/06 7.98000
3,595,475.00 09/20/06 10/20/06 8.29000
3,595,475.00 10/20/06 11/20/06 7.98000
3,595,475.00 11/20/06 12/20/06 8.29000
3,595,475.00 12/20/06 01/22/07 7.98000
3,595,475.00 01/22/07 02/20/07 7.98000
3,595,475.00 02/20/07 03/20/07 8.97000
3,595,475.00 03/20/07 04/20/07 7.98000
3,595,475.00 04/20/07 05/21/07 8.29000
3,595,475.00 05/21/07 06/20/07 7.98000
3,595,475.00 06/20/07 07/20/07 8.29000
3,595,475.00 07/20/07 08/20/07 7.98000
3,595,475.00 08/20/07 09/20/07 7.98000
3,595,475.00 09/20/07 10/22/07 8.29000
3,595,475.00 10/22/07 11/20/07 7.98000
3,595,475.00 11/20/07 12/20/07 8.29000
3,595,475.00 12/20/07 01/22/08 7.98000
3,595,475.00 01/22/08 02/20/08 7.98000
3,595,475.00 02/20/08 03/20/08 8.62000
3,595,475.00 03/20/08 04/21/08 7.98000
3,595,475.00 04/21/08 05/20/08 8.29000
3,595,475.00 05/20/08 06/20/08 7.98000
3,595,475.00 06/20/08 07/21/08 8.29000
3,595,475.00 07/21/08 08/20/08 7.98000
3,595,475.00 08/20/08 09/22/08 7.98000
3,595,475.00 09/22/08 10/20/08 8.29000
3,595,475.00 10/20/08 11/20/08 7.98000
3,595,475.00 11/20/08 12/22/08 8.29000
3,595,475.00 12/22/08 01/20/09 7.98000
3,531,349.00 01/20/09 02/20/09 7.98000
3,468,375.00 02/20/09 03/20/09 8.97000
3,406,534.00 03/20/09 04/20/09 7.98000
3,345,804.00 04/20/09 05/20/09 8.29000
3,286,166.00 05/20/09 06/22/09 7.98000
3,227,599.00 06/22/09 07/20/09 8.29000
3,169,052.00 07/20/09 08/20/09 7.98000
3,111,567.00 08/20/09 09/21/09 7.98000
3,055,129.00 09/21/09 10/20/09 8.29000
2,999,718.00 10/20/09 11/20/09 7.98000
2,945,317.00 11/20/09 12/21/09 8.29000
2,891,906.00 12/21/09 01/20/10 7.98000
2,839,467.00 01/20/10 02/22/10 7.98000
2,787,984.00 02/22/10 03/22/10 8.97000
2,737,437.00 03/22/10 04/20/10 7.98000
2,687,811.00 04/20/10 05/20/10 8.29000
2,639,088.00 05/20/10 06/21/10 7.98000
2,591,252.00 06/21/10 07/20/10 8.29000
2,539,849.00 07/20/10 08/20/10 7.98000
2,489,421.00 08/20/10 09/20/10 7.98000
2,439,972.00 09/20/10 10/20/10 8.29000
2,391,482.00 10/20/10 11/22/10 7.98000
2,343,933.00 11/22/10 12/20/10 8.29000
2,297,308.00 12/20/10 01/20/11 7.98000
2,251,588.00 01/20/11 02/22/11 7.98000
2,206,756.00 02/22/11 03/21/11 8.97000
2,162,796.00 03/21/11 04/20/11 7.98000
2,119,691.00 04/20/11 05/20/11 8.29000
2,077,423.00 05/20/11 06/20/11 7.98000
2,035,978.00 06/20/11 07/20/11 8.29000
1,995,340.00 07/20/11 08/22/11 7.98000
1,955,492.00 08/22/11 09/20/11 7.98000
1,916,421.00 09/20/11 10/20/11 8.29000
1,878,110.00 10/20/11 11/21/11 7.98000
1,840,546.00 11/21/11 12/20/11 8.29000
1,803,714.00 12/20/11 01/20/12 7.98000
1,767,600.00 01/20/12 02/21/12 7.98000
1,732,191.00 02/21/12 03/20/12 8.62000
1,697,472.00 03/20/12 04/20/12 7.98000
1,663,431.00 04/20/12 05/21/12 8.29000
1,630,055.00 05/21/12 06/20/12 7.98000
1,597,331.00 06/20/12 07/20/12 8.29000
1,565,245.00 07/20/12 08/20/12 7.98000
1,533,787.00 08/20/12 09/20/12 7.98000
1,502,944.00 09/20/12 10/22/12 8.29000
1,472,705.00 10/22/12 11/20/12 7.98000
1,443,056.00 11/20/12 12/20/12 8.29000
1,413,989.00 12/20/12 01/22/13 7.98000
1,385,490.00 01/22/13 02/20/13 7.98000
1,357,549.00 02/20/13 03/20/13 8.97000
1,330,156.00 03/20/13 04/22/13 7.98000
1,303,300.00 04/22/13 05/20/13 8.29000
1,276,971.00 05/20/13 06/20/13 7.98000
1,251,157.00 06/20/13 07/22/13 8.29000
1,225,851.00 07/22/13 08/20/13 7.98000
1,201,041.00 08/20/13 09/20/13 7.98000
1,176,718.00 09/20/13 10/21/13 8.29000
1,152,874.00 10/21/13 11/20/13 7.98000
1,129,497.00 11/20/13 12/20/13 8.29000
1,106,581.00 12/20/13 01/21/14 7.98000
1,084,115.00 01/21/14 02/20/14 7.98000
1,062,091.00 02/20/14 03/20/14 8.97000
1,040,501.00 03/20/14 04/21/14 7.98000
1,019,336.00 04/21/14 05/20/14 8.29000
998,588.00 05/20/14 06/20/14 7.98000
978,248.00 06/20/14 07/21/14 8.29000
958,310.00 07/21/14 08/20/14 7.98000
938,765.00 08/20/14 09/22/14 7.98000
919,606.00 09/22/14 10/20/14 8.29000
900,824.00 10/20/14 11/20/14 7.98000
882,414.00 11/20/14 12/22/14 8.29000
864,368.00 12/22/14 01/20/15 7.98000
846,678.00 01/20/15 02/20/15 7.98000
829,338.00 02/20/15 03/20/15 8.97000
812,341.00 03/20/15 04/20/15 7.98000
795,680.00 04/20/15 05/20/15 8.29000
779,349.00 05/20/15 06/22/15 7.98000
763,342.00 06/22/15 07/20/15 8.29000
747,652.00 07/20/15 08/20/15 7.98000
732,273.00 08/20/15 09/21/15 7.98000
