Exhibit 4.1
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EXECUTION COPY
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xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXX XX XXXXXXX FUNDING CORPORATION,
as Depositor,
XXXXX FARGO BANK, N.A.,
as Master Servicer and Securities Administrator,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated May 31, 2007
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Mortgage Pass-Through Certificates
Series 2007-4
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TABLE OF CONTENTS
Page
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ARTICLE I DEFINITIONS 21
Section 1.01 Defined Terms..............................................................................21
Section 1.02 Interest Calculations.....................................................................105
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 106
Section 2.01 Conveyance of Mortgage Loans..............................................................106
Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage Loans..............................111
Section 2.03 Representations, Warranties and Covenants of the Master Servicer..........................116
Section 2.04 Representations and Warranties of the Depositor as to the Mortgage Loans..................117
Section 2.05 Designation of Interests in the REMICs....................................................118
Section 2.06 Designation of Start-up Day...............................................................119
Section 2.07 REMIC Certificate Maturity Date...........................................................119
Section 2.08 Execution and Delivery of Certificates....................................................119
Section 2.09 Establishment of the Trust................................................................120
Section 2.10 Purpose and Powers of the Trust...........................................................120
Section 2.11 Rights of the NIMS Insurer................................................................120
ARTICLE III ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS 121
Section 3.01 Master Servicing of the Mortgage Loans....................................................121
Section 3.02 Monitoring of Servicers...................................................................121
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.............................................123
Section 3.04 Access to Certain Documentation...........................................................124
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims..................................124
Section 3.06 Rights of the Depositor, the Securities Administrator and the Trustee in Respect of
the Master Servicer.....................................................................125
Section 3.07 Trustee to Act as Master Servicer.........................................................125
Section 3.08 Servicer Custodial Accounts and Escrow Accounts...........................................125
Section 3.09 Collection of Mortgage Loan Payments; Master Servicer Custodial Accounts, Certificate
Account and Cap Carryover Reserve Account...............................................126
Section 3.10 Access to Certain Documentation and Information Regarding the Mortgage Loans..............131
Section 3.11 Permitted Withdrawals from the Certificate Account, the Master Servicer Custodial
Account and the Servicer Custodial Accounts.............................................131
Section 3.12 Maintenance of Hazard Insurance and Other Insurance.......................................132
Section 3.13 Presentment of Claims and Collection of Proceeds..........................................133
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption Agreements.................................133
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO Property...................................133
Section 3.16 Trustee to Cooperate; Release of Mortgage Files...........................................135
-i-
Section 3.17 Documents, Records and Funds in Possession of the Master Servicer to be Held
for the Trustee.........................................................................136
Section 3.18 Master Servicer Compensation..............................................................137
Section 3.19 Advances..................................................................................137
Section 3.20 Annual Statement as to Compliance.........................................................137
Section 3.21 Assessments of Compliance and Attestation Reports.........................................138
Section 3.22 Reports to the Commission.................................................................141
ARTICLE IV MASTER SERVICER'S CERTIFICATE 148
Section 4.01 Master Servicer's Certificate.............................................................148
ARTICLE V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;REMIC ADMINISTRATION 148
Section 5.01 Distributions.............................................................................148
Section 5.02 Priorities of Distributions on the Shifting Interest Certificates.........................149
Section 5.03 Priorities of Distributions on the Overcollateralized Certificates........................163
Section 5.04 Allocation of Losses......................................................................175
Section 5.05 Statements to Certificateholders..........................................................180
Section 5.06 REMIC Tax Returns and Reports to Certificateholders.......................................186
Section 5.07 Tax Matters Person........................................................................187
Section 5.08 Rights of the Tax Matters Person in Respect of the Securities Administrator...............188
Section 5.09 REMIC and Grantor Trust Related Covenants.................................................188
Section 5.10 Determination of One-Month LIBOR..........................................................189
Section 5.11 Master Servicer, Securities Administrator and Trustee Indemnification.....................190
Section 5.12 Grantor Trust Administration..............................................................191
Section 5.13 [Reserved]................................................................................192
Section 5.14 Supplemental Interest Trust...............................................................192
Section 5.15 Tax Treatment of Swap Payments and Swap Termination Payments..............................194
ARTICLE VI THE CERTIFICATES 195
Section 6.01 The Certificates..........................................................................195
Section 6.02 Registration of Transfer and Exchange of Certificates.....................................195
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.........................................200
Section 6.04 Persons Deemed Owners.....................................................................201
ARTICLE VII THE DEPOSITOR AND THE MASTER SERVICER 201
Section 7.01 Respective Liabilities of the Depositor and the Master Servicer...........................201
Section 7.02 Merger or Consolidation of the Depositor or the Master Servicer...........................201
Section 7.03 Limitation on Liability of the Depositor, the Master Servicer and Others..................202
Section 7.04 Depositor and Master Servicer Not to Resign...............................................203
-ii-
ARTICLE VIII DEFAULT 203
Section 8.01 Events of Default.........................................................................203
Section 8.02 Remedies of Trustee.......................................................................205
Section 8.03 Directions by Certificateholders and Duties of Trustee During Event of Default............205
Section 8.04 Action upon Certain Failures of the Master Servicer and upon Event of Default.............206
Section 8.05 Trustee to Act; Appointment of Successor..................................................206
Section 8.06 Notification to Certificateholders........................................................207
ARTICLE IX THE TRUSTEE AND THE SECURITIES ADMINISTRATOR 207
Section 9.01 Duties of Trustee and Securities Administrator............................................207
Section 9.02 Certain Matters Affecting the Trustee and the Securities Administrator....................213
Section 9.03 Neither Trustee nor Securities Administrator Liable for Certificates or Mortgage Loans....214
Section 9.04 Trustee and Securities Administrator May Own Certificates.................................215
Section 9.05 Eligibility Requirements for Trustee and the Securities Administrator.....................215
Section 9.06 Resignation and Removal of Trustee and the Securities Administrator.......................216
Section 9.07 Successor Trustee or Securities Administrator.............................................217
Section 9.08 Merger or Consolidation of Trustee or Securities Administrator............................218
Section 9.09 Appointment of Co-Trustee or Separate Trustee.............................................219
Section 9.10 Authenticating Agents.....................................................................220
Section 9.11 Securities Administrator's Fees and Expenses and Trustee's Fees and Expenses..............220
Section 9.12 Appointment of Custodian..................................................................221
Section 9.13 Paying Agents.............................................................................222
Section 9.14 Limitation of Liability...................................................................223
Section 9.15 Trustee or Securities Administrator May Enforce Claims Without Possession of
Certificates............................................................................223
Section 9.16 Suits for Enforcement.....................................................................223
Section 9.17 Waiver of Bond Requirement................................................................223
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement.................................223
ARTICLE X TERMINATION 224
Section 10.01 Termination upon Purchase or Liquidation of All Mortgage Loans............................224
Section 10.02 Additional Termination Requirements.......................................................227
ARTICLE XI MISCELLANEOUS PROVISIONS 228
Section 11.01 Amendment.................................................................................228
Section 11.02 Recordation of Agreement; Counterparts....................................................229
Section 11.03 Limitation on Rights of Certificateholders................................................230
Section 11.04 Governing Law.............................................................................230
Section 11.05 Notices...................................................................................231
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Section 11.06 Severability of Provisions................................................................231
Section 11.07 Certificates Nonassessable and Fully Paid.................................................232
Section 11.08 Access to List of Certificateholders......................................................232
Section 11.09 Recharacterization........................................................................232
Section 11.10 Regulation AB Compliance; Intent of the Parties; Reasonableness...........................233
Section 11.11 Third Party Beneficiary...................................................................233
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EXHIBITS
Exhibit A-1AR Form of Face of Class 1-A-R Certificate
Exhibit A-1A1 Form of Face of Class 1-A-1 Certificate
Exhibit A-1A2 Form of Face of Class 1-A-2 Certificate
Exhibit A-1PO Form of Face of Class 1-PO Certificate
Exhibit A-2A1 Form of Face of Class 2-A-1 Certificate
Exhibit A-2A2 Form of Face of Class 2-A-2 Certificate
Exhibit A-2A3 Form of Face of Class 2-A-3 Certificate
Exhibit A-2A4 Form of Face of Class 2-A-4 Certificate
Exhibit A-2A5 Form of Face of Class 2-A-5 Certificate
Exhibit A-2A6 Form of Face of Class 2-A-6 Certificate
Exhibit A-2A7 Form of Face of Class 2-A-7 Certificate
Exhibit A-2A8 Form of Face of Class 2-A-8 Certificate
Exhibit A-2A9 Form of Face of Class 2-A-9 Certificate
Exhibit A-2A10 Form of Face of Class 2-A-10 Certificate
Exhibit A-2A10 Form of Face of Class 2-A-11 Certificate
Exhibit A-2A12 Form of Face of Class 2-A-12 Certificate
Exhibit A-2A13 Form of Face of Class 2-A-13 Certificate
Exhibit A-2A14 Form of Face of Class 2-A-14 Certificate
Exhibit A-2A15 Form of Face of Class 2-A-15 Certificate
Exhibit A-3A1 Form of Face of Class 3-A-1 Certificate
Exhibit A-3A2 Form of Face of Class 3-A-2 Certificate
Exhibit A-3A3 Form of Face of Class 3-A-3 Certificate
Exhibit A-3IO Form of Face of Class 3-IO Certificate
Exhibit A-4A1 Form of Face of Class 4-A-1 Certificate
Exhibit A-4A2 Form of Face of Class 4-A-2 Certificate
Exhibit A-5A1 Form of Face of Class 5-A-1 Certificate
Exhibit A-5A2 Form of Face of Class 5-A-2 Certificate
Exhibit A-5A3 Form of Face of Class 5-A-3 Certificate
Exhibit A-6A1 Form of Face of Class 6-A-1 Certificate
Exhibit A-7A1 Form of Face of Class 7-A-1 Certificate
Exhibit A-8A1 Form of Face of Class 8-A-1 Certificate
Exhibit A-SIO Form of Face of Class S-IO Certificate
Exhibit A-SPO Form of Face of Class S-PO Certificate
Exhibit A-TA1A Form of Face of Class T-A-1A Certificate
Exhibit A-TA1B Form of Face of Class T-A-1B Certificate
Exhibit A-TA2 Form of Face of Class T-A-2 Certificate
Exhibit A-TA3 Form of Face of Class T-A-3 Certificate
Exhibit A-TA4 Form of Face of Class T-A-4 Certificate
Exhibit A-TA5 Form of Face of Class T-A-5 Certificate
Exhibit A-TA6 Form of Face of Class T-A-6 Certificate
Exhibit A-TA7 Form of Face of Class T-A-7 Certificate
Exhibit A-TAP1 Form of Face of Class T-A-P1 Certificate
Exhibit A-TAP2 Form of Face of Class T-A-P2 Certificate
Exhibit B-NM Form of Face of Class N-M Certificate
-v-
Exhibit B-NB1 Form of Face of Class N-B-1 Certificate
Exhibit B-NB2 Form of Face of Class N-B-2 Certificate
Exhibit B-NB3 Form of Face of Class N-B-3 Certificate
Exhibit B-NB4 Form of Face of Class N-B-4 Certificate
Exhibit B-NB5 Form of Face of Class N-B-5 Certificate
Exhibit B-NB6 Form of Face of Class N-B-6 Certificate
Exhibit B-SB1 Form of Face of Class S-B-1 Certificate
Exhibit B-SB2 Form of Face of Class S-B-2 Certificate
Exhibit B-SB3 Form of Face of Class S-B-3 Certificate
Exhibit B-SB4 Form of Face of Class S-B-4 Certificate
Exhibit B-SB5 Form of Face of Class S-B-5 Certificate
Exhibit B-SB6 Form of Face of Class S-B-6 Certificate
Exhibit B-TM1 Form of Face of Class T-M-1 Certificate
Exhibit B-TM2 Form of Face of Class T-M-2 Certificate
Exhibit B-TM3 Form of Face of Class T-M-3 Certificate
Exhibit B-TM4 Form of Face of Class T-M-4 Certificate
Exhibit B-TM5 Form of Face of Class T-M-5 Certificate
Exhibit B-CE Form of Face of Class CE Certificate
Exhibit B-P Form of Face of Class P Certificate
Exhibit C Form of Reverse of all Certificates
Exhibit D-1 Loan Group 1 Mortgage Loan Schedule
Exhibit D-2 Loan Group 2 Mortgage Loan Schedule
Exhibit D-3 Loan Group 3 Mortgage Loan Schedule
Exhibit D-4 Loan Group 4 Mortgage Loan Schedule
Exhibit D-5 Loan Group 5 Mortgage Loan Schedule
Exhibit D-6 Loan Group 6 Mortgage Loan Schedule
Exhibit D-7 Loan Group 7 Mortgage Loan Schedule
Exhibit D-8 Loan Group 8 Mortgage Loan Schedule
Exhibit D-T2 Loan Group T2 Mortgage Loan Schedule
Exhibit E Request for Release of Documents
Exhibit F Form of Certification of Establishment of Account
Exhibit G-1 Form of Transferor's Certificate
Exhibit G-2A Form 1 of Transferee's Certificate
Exhibit G-2B Form 2 of Transferee's Certificate
Exhibit H Form of Transferee Representation Letter for ERISA
Restricted Certificates
Exhibit I Form of Affidavit Regarding Transfer of Residual
Certificate
Exhibit J List of Recordation States
Exhibit K Form of Initial Certification
Exhibit L Form of Final Certification
Exhibit M Form of Xxxxxxxx-Xxxxx Certification
Exhibit N Relevant Servicing Criteria
Exhibit O Additional Form 10-D Disclosure
Exhibit P Additional Form 10-K Disclosure
Exhibit Q Form 8-K Disclosure Information
Exhibit R Form of Back-up Certification
-vi-
Exhibit S Form of Additional Disclosure Notification
Exhibit T-1 Class 2-A-10 Interest Rate Cap Agreement
Exhibit T-2 Class T-A-4 and Class T-A-7 Interest Rate Cap
Agreement
Exhibit U-1 Interest Rate Swap Agreement 1
Exhibit U-2 Interest Rate Swap Agreement 2
Exhibit V Form of Transferor Certificate Regarding Transfer
of Residual Certificate
Exhibit W Principal Balance Schedules
-vii-
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated May 31, 2007, 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 U.S. 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
The Depositor intends to sell pass-through certificates (collectively, the
"Certificates"), to be issued hereunder in multiple Classes, which in the
aggregate, together with the Uncertificated Class Swap-IO1 Interest,
Uncertificated Class Swap-IO2 Interest issued by the Upper-Tier II REMIC, will
evidence the entire beneficial ownership interest in the Trust Estate created
hereunder. The Certificates will consist of sixty-three Classes of Certificates,
designated as the Class 1-A-R, Class 1-A-1, Class 1-A-2, Class 1-PO, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class
2-A-7, Class 2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12, Class
2-A-13, Class 2-A-14, Class 2-A-15, Class 3-A-1, Class 3-A-2, Class 3-A-3, Class
3-IO, Class 4-A-1, Class 4-A-2, Class 5-A-1, Class 5-A-2, Class 5-A-3, Class
6-A-1, Class 7-A-1, Class 8-A-1, Class S-IO, Class S-PO, Class T-A-1A, Class
T-A-1B, Class T-A-2, Class T-A-3, Class T-A-4, Class T-A-5, Class T-A-6, Class
T-A-7, Class T-A-P1, Class T-A-P2, Class N-M, Class N-B-1, Class N-B-2, Class
N-B-3, Class N-B-4, Class N-B-5, Class N-B-6, Class S-B-1, Class S-B-2, Class
S-B-3, Class S-B-4, Class S-B-5, Class S-B-6, Class T-M-1, Class T-M-2, Class
T-M-3, Class T-M-4, Class T-M-5, Class CE and Class P Certificates. The
descriptions of the Shifting Interest Lower-Tier REMIC, the Shifting Interest
Middle-Tier REMIC, the Shifting Interest Upper-Tier REMIC, the Lower-Tier II
REMIC, the Middle-Tier II REMIC and the Upper-Tier II REMIC that follow are part
of the Preliminary Statement. Any inconsistencies or ambiguities in this
Agreement or in the administration of this Agreement shall be resolved pursuant
to the terms of Section 11.01 hereof in a manner that preserves the validity of
such REMIC elections described below.
Shifting Interest Lower-Tier REMIC
As provided herein, the Securities Administrator will make an election to
treat the segregated pool of assets consisting of the Shifting Interest Mortgage
Loans and certain other related assets subject to this Agreement as a real
estate mortgage investment conduit ("REMIC") for federal income tax purposes,
and such segregated pool of assets will be designated as the "Shifting Interest
Lower-Tier REMIC." The Class SI-LR Interest will represent the sole class of
"residual interests" in the Shifting Interest Lower-Tier REMIC for purposes of
the REMIC Provisions. The following table irrevocably sets forth the
designation, the Uncertificated Shifting Interest Lower-Tier REMIC Pass-Through
Rate, the initial Uncertificated Balance, and solely for purposes of satisfying
Treasury Regulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" for each of the Uncertificated Shifting Interest Lower-Tier Regular
Interests. None of the Uncertificated Shifting Interest Lower-Tier Interests
will be certificated.
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Uncertificated
Initial Shifting Interest
Uncertificated Lower-Tier REMIC Latest Possible
Designation(1) Balance Pass-Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
1-L $55,864,542.69 5.50% June 25, 2037
--------------------------------------------------------------------------------
1-LS $2,753.20 5.50% June 25, 2037
--------------------------------------------------------------------------------
1-LIO $305,077.17(2) (3) June 25, 2037
--------------------------------------------------------------------------------
2-L $243,349,955.33 6.00% June 25, 2037
--------------------------------------------------------------------------------
2-LS $11,924.88 6.00% June 25, 2037
--------------------------------------------------------------------------------
3-L $64,041,881.04 7.00% June 25, 2037
--------------------------------------------------------------------------------
3-LS $3,139.02 7.00% June 25, 2037
--------------------------------------------------------------------------------
3-LIO $424,063.31(2) 7.00% June 25, 2037
--------------------------------------------------------------------------------
4-L $134,601,770.94 5.50% June 25, 2037
--------------------------------------------------------------------------------
4-LS $2,039.81 5.50% June 25, 2037
--------------------------------------------------------------------------------
4-LIO $2,726,798.71(2) 5.50% June 25, 2037
--------------------------------------------------------------------------------
4-LPO $1,380,134.93 (3) June 25, 2037
--------------------------------------------------------------------------------
5-L $60,699,365.99 5.50% June 25, 2037
--------------------------------------------------------------------------------
5-LS $927.29 5.50% June 25, 2037
--------------------------------------------------------------------------------
5-LIO $763,096.21(2) 5.50% June 25, 2037
--------------------------------------------------------------------------------
5-LPO $1,078,488.45 (3) June 25, 2037
--------------------------------------------------------------------------------
6-L $11,880,315.05 4.50% June 25, 2037
--------------------------------------------------------------------------------
6-LS $178.49 4.50% June 25, 2037
--------------------------------------------------------------------------------
6-PO $11,730.02 (3) June 25, 2037
--------------------------------------------------------------------------------
7-L $44,958,115.96 5.25% June 25, 2037
--------------------------------------------------------------------------------
7-LS $674.79 5.25% June 25, 2037
--------------------------------------------------------------------------------
8-L $20,427,275.55 5.50% June 25, 2037
--------------------------------------------------------------------------------
8-LS $306.58 5.50% June 25, 2037
--------------------------------------------------------------------------------
8-LIO $288,261.43(2) 5.50% June 25, 2037
--------------------------------------------------------------------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the maturity date
for the Shifting Interest Mortgage Loan with the latest maturity date has
been designated as the "latest possible maturity date" for each
Uncertificated Shifting Interest Lower-Tier Regular Interest.
(2) Calculated in accordance with the definition of "Notional Amount" herein.
(3) The Class 1-LPO, Class 4-LPO Interest, Class 5-LPO Interest and Class 6-LPO
Interest will not bear interest.
-2-
Shifting Interest Middle-Tier REMIC
As provided herein, the Securities Administrator will make an election to
treat the segregated pool of assets consisting of the Uncertificated Shifting
Interest Lower-Tier Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as the "Shifting
Interest Middle-Tier REMIC." The Class SI-MR Interest will represent the sole
class of "residual interests" in the Shifting Interest Middle-Tier REMIC for
purposes of the REMIC Provisions. The following table irrevocably sets forth the
designation, the Uncertificated Shifting Interest Middle-Tier REMIC Pass-Through
Rate, the initial Uncertificated Balance, and solely for purposes of satisfying
Treasury Regulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" for each of the Uncertificated Shifting Interest Middle-Tier Regular
Interests. None of the Uncertificated Shifting Interest Middle-Tier Interests
will be certificated.
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Uncertificated
Initial Shifting Interest
Uncertificated Middle-Tier REMIC Latest Possible
Designations(1) Balance Pass-Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
MRI-1AR $100.00 5.50% June 25, 2037
--------------------------------------------------------------------------------
MRI-1A1 $53,114,000.00 5.50% June 25, 2037
--------------------------------------------------------------------------------
MRI-1PO $305,077.17 (4) June 25, 2037
--------------------------------------------------------------------------------
MRI-2A1 $198,963,000.00 6.00% June 25, 2037
--------------------------------------------------------------------------------
MRI-2A2 $32,474,000.00 6.00% June 25, 2037
--------------------------------------------------------------------------------
MRI-3A1 $60,906,000.00 7.00% June 25, 2037
--------------------------------------------------------------------------------
MRI-3IO $424,063.31(2) (3) June 25, 2037
--------------------------------------------------------------------------------
MRI-4A1 $132,564,000.00 5.50% June 25, 2037
--------------------------------------------------------------------------------
MRI-4IO $2,726,798.71(2) (3) June 25, 2037
--------------------------------------------------------------------------------
MRI-4PO $1,380,134.93 (4) June 25, 2037
--------------------------------------------------------------------------------
MRI-5A1 $59,773,000.00 5.50% June 25, 2037
--------------------------------------------------------------------------------
MRI-5IO $763,096.21(2) (3) June 25, 2037
--------------------------------------------------------------------------------
MRI-5PO $1,078,488.45 (4) June 25, 2037
--------------------------------------------------------------------------------
MRI-6A1 $11,702,000.00 4.50% June 25, 2037
--------------------------------------------------------------------------------
MRI-6PO $11,730.02 (4) June 25, 2037
--------------------------------------------------------------------------------
MRI-7A1 $44,284,000.00 5.25% June 25, 2037
--------------------------------------------------------------------------------
MRI-8A1 $20,121,000.00 5.50% June 25, 2037
--------------------------------------------------------------------------------
MRI-8IO $288,261.43(2) (3) June 25, 2037
--------------------------------------------------------------------------------
MRI-NM $6,364,000.00 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
MRI-NB1 $4,545,000.00 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
MRI-NB2 $2,363,000.00 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
MRI-NB3 $1,454,000.00 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
MRI-NB4 $1,273,000.00 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
MRI-NB5 $1,090,000.00 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
MRI-NB6 $728,096.16 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
MRI-SB1 $2,476,000.00 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
MRI-SB2 $550,000.00 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
MRI-SB3 $413,000.00 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
-3-
--------------------------------------------------------------------------------
Uncertificated
Initial Shifting Interest
Uncertificated Middle-Tier REMIC Latest Possible
Designations(1) Balance Pass-Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
MRI-SB4 $275,000.00 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
MRI-SB5 $137,000.00 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
MRI-SB6 $275,970.45 Variable(5) June 25, 2037
--------------------------------------------------------------------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the maturity date
for the Shifting Interest Mortgage Loan with the latest maturity date has
been designated as the "latest possible maturity date" for each
Uncertificated Shifting Interest Middle-Tier Regular Interest.
(2) Calculated in accordance with the definition of "Notional Amount" herein.
(3) The Class MRI-3-IO Interest will be entitled to 100% of the amounts
distributed on the Uncertificated Shifting Interest Lower-Tier Class 3-LIO
Interest, the Class MRI-4-IO Interest will be entitled to 100% of the
amounts distributed on the Uncertificated Shifting Interest Lower-Tier
Class 4-LIO Interest, the Class MRI-5-IO Interest will be entitled to 100%
of the amounts distributed on the Uncertificated Shifting Interest
Lower-Tier Class 5-LIO Interest and the Class MRI-8-IO Interest will be
entitled to 100% of the amounts distributed on the Uncertificated Shifting
Interest Lower-Tier Class 8-LIO Interest.
(4) The Class MRI-1-PO Interest, the Class MRI-4-PO Interest, the Class
MRI-5-PO Interest and the Class MRI-6-PO Interest will not bear interest.
(5) Calculated in accordance with the definition of "Uncertificated Shifting
Interest Middle-Tier REMIC Pass-Through Rate" herein.
The foregoing Shifting Interest Lower-Tier REMIC and Shifting Interest
Middle-Tier REMIC structure is intended to cause all the cash from the Shifting
Interest Mortgage Loans to flow through the Shifting Interest Upper-Tier REMIC
as cash flow on a Shifting Interest Upper-Tier Regular Interest, without
creating any shortfall, actual or potential (other than for losses), to any
Shifting Interest Upper-Tier Regular Interest. To the extent that the structure
is believed to diverge from such intention, the party identifying such ambiguity
or drafting error shall notify the other parties hereto, and the parties hereto
shall attempt to resolve such ambiguity or drafting error in accordance with
Section 11.01 hereto.
-4-
Shifting Interest Upper-Tier REMIC
As provided herein, the Securities Administrator will make an election to
treat the segregated pool of assets consisting of the Uncertificated Shifting
Interest Middle-Tier Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as the "Shifting
Interest Upper-Tier REMIC." The Class SI-UR Interest will represent the sole
class of "residual interests" in the Shifting Interest Upper-Tier REMIC for
purposes of the REMIC Provisions. The following table irrevocably sets forth (or
describes) the designation, the Interest Rate, and Initial Uncertificated
Balance or Notional Amount for each Shifting Interest Upper-Tier Regular
Interest comprising the "regular interests" in the Shifting Interest Upper-Tier
REMIC for purposes of the REMIC Provisions and solely for purposes of Satisfying
Treasury Regulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" for each class of Shifting Interest Upper-Tier Regular Interests.
--------------------------------------------------------------------------------
Initial Uncertificated
Balance or Notional Latest Possible
Designation(1) Amount Interest Rate Maturity Date(1)
--------------------------------------------------------------------------------
1-A-R $100.00 (2) June 25, 2037
--------------------------------------------------------------------------------
1-A-1 $47,802,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
1-A-2 $5,312,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-1 $22,192,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-2 $2,145,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-3 $32,474,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-4 $2,706,166.00(3) (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-5 $5,597,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-6 $8,233,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-7 $14,201,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-8 $1,578,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-9 $25,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-10 $41,615,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-11 $10,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-12 $10,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-13 $90,000,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-14 $6,679,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
2-A-15 $6,678,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
3-A-1 $57,921,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
3-A-2 $2,985,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
3-A-3 $60,906,000.00(3) (2) June 25, 2037
--------------------------------------------------------------------------------
4-A-1 $132,564,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
4-A-2 $132,564,000.00(3) (2) June 25, 2037
--------------------------------------------------------------------------------
5-A-1 $6,181,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
5-A-2 $49,874,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
5-A-3 $3,718,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
6-A-1 $11,702,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
-5-
--------------------------------------------------------------------------------
Initial Uncertificated
Balance or Notional Latest Possible
Designation(1) Amount Interest Rate Maturity Date(1)
--------------------------------------------------------------------------------
7-A-1 $44,284,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
8-A-1 $20,121,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
N-M $6,364,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
N-B-1 $4,545,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
N-B-2 $2,363,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
N-B-3 $1,454,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
N-B-4 $1,273,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
N-B-5 $1,090,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
N-B-6 $728,096.00 (2) June 25, 2037
--------------------------------------------------------------------------------
S-B-1 $2,476,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
S-B-2 $550,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
S-B-3 $413,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
S-B-4 $275,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
S-B-5 $137,000.00 (2) June 25, 2037
--------------------------------------------------------------------------------
S-B-6 $275,970.00 (2) June 25, 2037
--------------------------------------------------------------------------------
3-IO $424,063.00(3) (4) June 25, 2037
--------------------------------------------------------------------------------
4-S-IO $2,726,798.71(3) (4) June 25, 2037
--------------------------------------------------------------------------------
5-S-IO $763,096.21(3) (4) June 25, 2037
--------------------------------------------------------------------------------
8-S-IO $288,261.43(3) (4) June 25, 2037
--------------------------------------------------------------------------------
1-PO $305,077.00 (5) June 25, 2037
--------------------------------------------------------------------------------
4-S-PO $1,380,134.93 (5) June 25, 2037
--------------------------------------------------------------------------------
5-S-PO $1,078,488.45 (5) June 25, 2037
--------------------------------------------------------------------------------
6-S-PO $11,730.02 (5) June 25, 2037
--------------------------------------------------------------------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the maturity date
for the Shifting Interest Mortgage Loan with the latest maturity date has
been designated as the "latest possible maturity date" for each Shifting
Interest Upper-Tier Regular Interest.
(2) Interest will accrue on these Shifting Interest Upper-Tier Regular
Interests at a rate equal to the Pass-Through Rate of the Corresponding
Class of Shifting Interest Certificates or Components.
(3) Calculated in accordance with the definition of "Notional Amount" herein.
(4) The Class 3-IO Interest will be entitled to 100% of the amounts distributed
on the Uncertificated Shifting Interest Middle-Tier Class MRI-3-IO
Interest, the Class 4-S-IO Interest will be entitled to 100% of the amounts
distributed on the Uncertificated Shifting Interest Middle-Tier Class
MRI-4-IO Interest, the Class 5-S-IO Interest will be entitled to 100% of
the amounts distributed on the Uncertificated Shifting Interest Middle-Tier
Class MRI-5-IO Interest and the Class MRI-8-IO Interest will be entitled to
100% of the amounts distributed on the Uncertificated Shifting Interest
Middle-Tier Class MRI-8-IO Interest
(5) The Class 1-PO Interest, Class 4-S-PO Interest, Class 5-S-PO Interest and
Class 6-S-PO Interest will not bear interest.
-6-
Lower-Tier II REMIC
As provided herein, the Securities Administrator will make an election to
treat the segregated pool of assets consisting of the Group T2 Mortgage Loans
and certain other related assets subject to this Agreement (but exclusive of the
Interest Rate Cap Agreements, the Class T-A-4 and Class T-A-7 Reserve Fund, the
Supplemental Interest Trust, the Interest Rate Swap Agreements, the Swap
Account, the Class T-M-3, Class T-M-4 and Class T-M-5 Cap Carryover Reserve
Account, the Servicer Prepayment Charge Payment Amounts and the Cap Carryover
Reserve Account) as a real estate mortgage investment conduit ("REMIC") for
federal income tax purposes, and such segregated pool of assets will be
designated as the "Lower-Tier II REMIC." The Class II-LR Interest will represent
the sole class of "residual interests" in the Lower-Tier II REMIC for purposes
of the REMIC Provisions. The following table irrevocably sets forth the
designation, the Uncertificated Lower-Tier II REMIC Pass-Through Rate, the
initial Uncertificated Balance, and solely for purposes of satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the Uncertificated Lower-Tier II Regular Interests. None of the
Uncertificated Lower-Tier II Interests will be certificated.
--------------------------------------------------------------------------------
Initial Uncertificated Lower-
Uncertificated Tier II REMIC Pass- Latest Possible
Designation Balance Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
LRII-I $129,155,071.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-1-A $500,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-1-B $500,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-2-A $250,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-2-B $250,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-4-A $250,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-4-B $250,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-6-A $249,197.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-6-B $249,197.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-7-A $1,405,102.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-7-B $1,405,102.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-8-A $1,471,438.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-8-B $1,471,438.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-9-A $1,529,408.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-9-B $1,529,408.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-10-A $1,576,960.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-10-B $1,576,960.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-11-A $1,576,915.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-11-B $1,576,915.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-12-A $1,519,420.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-12-B $1,519,420.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-13-A $1,460,458.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-13-B $1,460,458.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-14-A $1,403,781.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-14-B $1,403,781.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
-7-
--------------------------------------------------------------------------------
Initial Uncertificated Lower-
Uncertificated Tier II REMIC Pass- Latest Possible
Designation Balance Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
LRIIA-15-A $1,349,300.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-15-B $1,349,300.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-16-A $1,296,930.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-16-B $1,296,930.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-17-A $1,246,589.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-17-B $1,246,589.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-18-A $1,198,199.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-18-B $1,198,199.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-19-A $1,151,684.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-19-B $1,151,684.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-20-A $1,106,973.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-20-B $1,106,973.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-21-A $1,063,994.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-21-B $1,063,994.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-22-A $1,022,681.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-22-B $1,022,681.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-23-A $982,969.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-23-B $982,969.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-24-A $944,797.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-24-B $944,797.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-25-A $908,105.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-25-B $908,105.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-26-A $872,835.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-26-B $872,835.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-27-A $838,933.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-27-B $838,933.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-28-A $806,346.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-28-B $806,346.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-29-A $625,021.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-29-B $625,021.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-30-A $894,912.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-30-B $894,912.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-31-A $715,971.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-31-B $715,971.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-32-A $688,152.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-32-B $688,152.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-33-A $661,411.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-33-B $661,411.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-34-A $635,709.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-34-B $635,709.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-35-A $611,003.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
-8-
--------------------------------------------------------------------------------
Initial Uncertificated Lower-
Uncertificated Tier II REMIC Pass- Latest Possible
Designation Balance Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
LRIIA-35-B $611,003.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-36-A $587,255.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-36-B $587,255.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-40-A $308,677.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-40-B $308,677.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-41-A $420,475.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-41-B $420,475.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-42-A $404,125.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-42-B $404,125.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-43-A $388,410.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-43-A $388,410.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-44-A $373,304.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-44-B $373,304.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-45-A $358,786.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-45-B $358,786.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-46-A $344,831.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-46-B $344,831.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-47-A $331,417.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-47-B $331,417.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-48-A $318,524.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-48-B $318,524.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-49-A $306,132.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-49-B $306,132.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-50-A $294,220.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-50-B $294,220.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-51-A $282,772.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-51-B $282,772.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-52-A $271,768.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-52-B $271,768.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-53-A $261,191.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-53-B $261,191.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-54-A $251,025.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-54-B $251,025.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-55-A $241,254.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-55-B $241,254.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-56-A $231,863.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-56-B $231,863.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-57-A $222,836.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-57-B $222,836.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-58-A $214,160.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-58-B $214,160.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
-9-
--------------------------------------------------------------------------------
Initial Uncertificated Lower-
Uncertificated Tier II REMIC Pass- Latest Possible
Designation Balance Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
LRIIA-59-A $205,821.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-59-B $205,821.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-60-A $197,806.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-60-B $197,806.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-61-A $190,103.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-61-B $190,103.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-62-A $4,678,040.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIA-62-B $4,678,040.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-1-A $1,744,858.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-1-B $1,744,858.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-2-A $1,925,317.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-2-B $1,925,317.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-3-A $2,099,481.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-3-B $2,099,481.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-4-A $2,266,454.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-4-B $2,266,454.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-5-A $2,425,219.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-5-B $2,425,219.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-6-A $2,574,654.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-6-B $2,574,654.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-7-A $2,713,967.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-7-B $2,713,967.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-8-A $2,842,095.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-8-B $2,842,095.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-9-A $2,954,064.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-9-B $2,954,064.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-10-A $3,045,912.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-10-B $3,045,912.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-11-A $3,045,826.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-11-B $3,045,826.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-12-A $2,934,773.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-12-B $2,934,773.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-13-A $2,820,888.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-13-B $2,820,888.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-14-A $2,711,415.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-14-B $2,711,415.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-15-A $2,606,184.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-15-B $2,606,184.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-16-A $2,505,031.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-16-B $2,505,031.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-17-A $3,255,245.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
-10-
--------------------------------------------------------------------------------
Initial Uncertificated Lower-
Uncertificated Tier II REMIC Pass- Latest Possible
Designation Balance Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
LRIIB-17-B $3,255,245.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-18-A $3,287,699.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-18-B $3,287,699.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-19-A $3,160,068.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-19-B $3,160,068.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-20-A $3,037,385.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-20-B $3,037,385.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-21-A $2,919,457.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-21-B $2,919,457.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-22-A $2,806,100.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-22-B $2,806,100.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-23-A $2,697,137.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-23-B $2,697,137.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-24-A $1,146,265.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-24-B $1,146,265.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-28-A $620,723.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-28-B $620,723.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-29-A $2,126,556.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-29-B $2,126,556.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-30-A $2,043,940.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-30-B $2,043,940.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-31-A $1,964,529.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-31-B $1,964,529.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-32-A $1,888,196.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-32-B $1,888,196.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-33-A $1,814,825.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-33-B $1,814,825.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-34-A $1,744,300.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-34-B $1,744,300.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-35-A $1,676,510.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-35-B $1,676,510.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-36-A $1,611,350.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-36-B $1,611,350.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-37-A $1,187,732.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-37-B $1,187,732.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-38-A $712,842.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-38-B $712,842.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-39-A $1,911,995.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-39-B $1,911,995.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-40-A $1,159,862.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-40-B $1,159,862.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
-11-
--------------------------------------------------------------------------------
Initial Uncertificated Lower-
Uncertificated Tier II REMIC Pass- Latest Possible
Designation Balance Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
LRIIB-41-A $836,096.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-41-B $836,096.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-42-A $793,561.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-42-B $793,561.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-43-A $752,852.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-43-A $752,852.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-44-A $713,895.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-44-B $713,895.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-45-A $538,626.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-45-B $538,626.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-46-A $122,983.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-46-B $122,983.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-47-A $118,199.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-47-B $118,199.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-48-A $140,697.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-48-B $140,697.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-49-A $136,139.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-49-B $136,139.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-50-A $130,842.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-50-B $130,842.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-51-A $125,751.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-51-B $125,751.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-52-A $120,857.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-52-B $120,857.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-53-A $116,154.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-53-B $116,154.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-54-A $111,633.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-54-B $111,633.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-55-A $107,288.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-55-B $107,288.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-56-A $103,111.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-56-B $103,111.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-57-A $99,097.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-57-B $99,097.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-58-A $95,239.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-58-B $95,239.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-59-A $91,530.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-59-B $91,530.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-60-A $87,966.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-60-B $87,966.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-61-A $84,540.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
-12-
--------------------------------------------------------------------------------
Initial Uncertificated Lower-
Uncertificated Tier II REMIC Pass- Latest Possible
Designation Balance Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
LRIIB-61-B $84,540.50 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-62-A $1,362,076.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
LRIIB-62-B $1,362,076.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the maturity date
for the Group T2 Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each Uncertificated
Lower-Tier II Regular Interest.
(2) Calculated in accordance with the definition of "Uncertificated Lower-Tier
II REMIC Pass-Through Rate" herein.
-13-
Middle-Tier II REMIC
As provided herein, the Securities Administrator will make an election to
treat the segregated pool of assets consisting of the Uncertificated Lower-Tier
II Regular Interests as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as the "Middle-Tier II REMIC." The
Class II-MR Interest will represent the sole class of "residual interests" in
the Middle-Tier II REMIC for purposes of the REMIC Provisions. The following
table irrevocably sets forth the designation, the Uncertificated Middle-Tier II
REMIC Pass-Through Rate, the initial Uncertificated Balance, and solely for
purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each of the Middle-Tier II Regular
Interests. None of the Uncertificated Middle-Tier II Regular Interests will be
certificated.
--------------------------------------------------------------------------------
Initial Uncertificated Middle-
Uncertificated Tier II REMIC Pass- Latest Possible
Designations(1) Balance Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
MRII-AA $391,716,751.58 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-A1A $676,500.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-A1B $500,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-A2 $371,670.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-A3 $225,090.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-A4 $300,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-A5 $451,450.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-A6 $63,820.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-A7 $29,660.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-AP1 $1,000,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-AP2 $111,110.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-M1 $113,920.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-M2 $55,960.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-M3 $19,990.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-M4 $19,990.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-M5 $19,990.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-ZZ $4,035,069.42 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-P $100.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-IO1 (3) Variable(2) May 25, 2037
--------------------------------------------------------------------------------
MRII-IO2 (3) Variable(2) May 25, 2037
--------------------------------------------------------------------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the maturity date
for the Group T2 Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each Uncertificated
Middle-Tier II Regular Interest.
(2) Calculated in accordance with the definition of "Uncertificated Middle-Tier
II REMIC Pass-Through Rate" herein.
(3) The Class MRII-IO1 Interest and the Class MRII-IO2 Interest will have
Uncertificated Balances calculated in accordance with the definition of
"Uncertificated Balance" herein.
The foregoing Lower-Tier II REMIC and Middle-Tier II REMIC structure is
intended to cause all the cash from the Group T2 Mortgage Loans to flow through
-14-
the Upper-Tier II REMIC as cash flow on an Upper-Tier II Regular Interest,
without creating any shortfall, actual or potential (other than for losses), to
any Upper-Tier II Regular Interest. To the extent that the structure is believed
to diverge from such intention, the party identifying such ambiguity or drafting
error shall notify the other parties hereto, and the parties hereto shall
attempt to resolve such ambiguity or drafting error in accordance with Section
11.01 hereto.
-15-
Upper-Tier II REMIC
As provided herein, the Securities Administrator will make an election to
treat the segregated pool of assets consisting of the Uncertificated Middle-Tier
II Regular Interests as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as the "Upper-Tier II REMIC." The
Class II-UR Interest will represent the sole class of "residual interests" in
the Upper-Tier II REMIC for purposes of the REMIC Provisions.
The following table irrevocably sets forth (or describes) the Upper-Tier II
Regular Interest designation, the Initial Uncertificated Balance and the
Uncertificated Upper-Tier II REMIC Pass-Through Rate for each Upper-Tier II
Regular Interest comprising the "regular interests" in the Upper-Tier II REMIC
for purposes of the REMIC Provisions and, solely for purposes of satisfying
Treasury Regulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" for each Upper-Tier II Regular Interest.
--------------------------------------------------------------------------------
Initial Uncertificated Upper-
Uncertificated Tier II REMIC Pass- Latest Possible
Designation(1) Balance Through Rate Maturity Date(1)
--------------------------------------------------------------------------------
T-A-1A $67,650,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-A-1B $50,000,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-A-2 $37,167,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-A-3 $22,509,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-A-4 $30,000,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-A-5 $45,145,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-A-6 $6,382,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-A-7 $2,966,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-A-P1 $100,000,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-A-P2 $11,111,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-M-1 $11,392,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-M-2 $5,596,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-M-3 $1,999,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-M-4 $1,999,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
T-M-5 $1,999,000.00 Variable(2) May 25, 2037
--------------------------------------------------------------------------------
CE (3) (3) May 25, 2037
--------------------------------------------------------------------------------
P $100.00 (4) May 25, 2037
--------------------------------------------------------------------------------
Swap-IO1 (5) (5) May 25, 2037
--------------------------------------------------------------------------------
Swap-IO2 (5) (5) May 25, 2037
--------------------------------------------------------------------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity date
for the Group T2 Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each Upper-Tier II
Regular Interest.
(2) Interest will accrue on these Upper-Tier II Regular Interests at a per
annum rate equal to the lesser of (i) the related Pass-Through Rate of the
Corresponding Class of Overcollateralized Certificates and (ii) the
Upper-Tier II REMIC Net WAC Cap.
On any Distribution Date on which the Certificate Interest Rate for the
Corresponding Class of Certificates exceeds the Upper-Tier II REMIC Net WAC
Cap, interest accruals based on such excess shall be treated as having been
paid from Cap Carryover Reserve Account or the Supplemental Interest Trust,
as applicable. On any Distribution Date on which the Certificate Interest
-16-
Rate on a Class of Certificates is based on the Pool Cap, the excess of the
amount of interest that would have accrued on such Class of Certificates if
the Upper-Tier II REMIC Net WAC Cap were substituted for the Pool Cap over
the interest accruals based on the Pool Cap shall be treated as having been
paid by the related Class of Certificates to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 5.14 and Section
5.15 herein.
(3) Solely for federal income tax purposes, the Class CE Upper-Tier II Regular
Interest will have an initial Uncertificated Balance equal to the Initial
Overcollateralization Amount. The Class CE Upper-Tier II Regular Interest
will bear interest at its Pass-Through Rate on its Notional Amount.
(4) The Class P Upper-Tier II Regular Interest will not bear interest. The
Class P Upper-Tier II Regular Interest will be entitled to all the
Prepayment Charges received with respect to the Group T2 Mortgage Loans.
(5) Solely for federal income tax purposes, the Class Swap-IO1 Upper-Tier II
Regular Interest and the Class Swap IO2 Upper-Tier II Regular Interest will
be entitled to 100% of the amounts distributed on the Class MRII-IO1
Middle-Tier II Regular Interest and the Class MRII-IO2 Middle-Tier II
Regular Interest, respectively.
-17-
SUMMARY OF CERTIFICATES
The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which the Classes of Certificates shall be issuable:
Pass-
Initial Class Through Integral
Certificate Balance or Rate or Multiples in
Initial Notional Certificate Minimum Excess of
Classes Amount Interest Rate Denomination Minimum
Class 1-A-R $100.00 5.5000% $100 N/A
Class 1-A-1 $47,802,000.00 5.5000% $1,000 $1
Class 1-A-2 $5,312,000.00 5.5000% $1,000 $1
Class 1-PO 305,077.00 (1) $25,000 $1
Class 2-A-1 $22,192,000.00 6.0000% $1,000 $1
Class 2-A-2 $2,145,000.00 6.0000% $1,000 $1
Class 2-A-3 $32,474,000.00 5.5000% $1,000 $1
Class 2-A-4 $2,706,166.00 6.0000% 1,000,000 $1
Class 2-A-5 $5,597,000.00 6.0000% $1,000 $1
Class 2-A-6 $8,233,000.00 6.0000% $1,000 $1
Class 2-A-7 $14,201,000.00 6.0000% $1,000 $1
Class 2-A-8 $1,578,000.00 6.0000% $1,000 $1
Class 2-A-9 $25,000.00 6.0000% $1,000 $1
Class 2-A-10 $41,615,000.00 6.0000%(2) $1,000 $1
Class 2-A-11 $10,000.00 6.0000% $1,000 $1
Class 2-A-12 $10,000.00 6.0000% $1,000 $1
Class 2-A-13 $90,000,000.00 6.0000% $1,000 $1
Class 2-A-14 $6,679,000.00 6.0000% $1,000 $1
Class 2-A-15 $6,678,000.00 6.0000% $1,000 $1
Class 3-A-1 $57,921,000.00 (3) $1,000 $1
Class 3-A-2 $2,985,000.00 (3) $1,000 $1
Class 3-A-3 $60,906,000.00 (4) 1,000,000 $1
Class 3-IO $424,063.00 7.000% $424,063 N/A
Class 4-A-1 $132,564,000.00 (1) $25,000 $1
Class 4-A-2 $132,564,000.00 5.5000% 1,000,000 $1
Class 5-A-1 $6,181,000.00 5.5000% $1,000 $1
Class 5-A-2 $49,874,000.00 5.5000% $1,000 $1
Class 5-A-3 $3,718,000.00 5.5000% $1,000 $1
Class 6-A-1 $11,702,000.00 4.5000% $1,000 $1
Class 7-A-1 $44,284,000.00 5.2500% $1,000 $1
Class 8-A-1 $20,121,000.00 5.5000% $1,000 $1
Class S-IO $3,778,156.00 (5) 1,000,000 $1
Class S-PO $2,470,353.00 (6) $25,000 $1
Class N-M $6,364,000.00 (7) $25,000 $1
Class N-B-1 $4,545,000.00 (7) $25,000 $1
Class N-B-2 $2,363,000.00 (7) $25,000 $1
-18-
Pass-
Initial Class Through Integral
Certificate Balance or Rate or Multiples in
Initial Notional Certificate Minimum Excess of
Classes Amount Interest Rate Denomination Minimum
Class N-B-3 $1,454,000.00 (7) $25,000 $1
Class N-B-4 $1,273,000.00 (7) $25,000 $1
Class N-B-5 $1,090,000.00 (7) $25,000 $1
Class N-B-6 $728,096.00 (7) $25,000 $1
Class S-B-1 $2,476,000.00 (8) $25,000 $1
Class S-B-2 $550,000.00 (8) $25,000 $1
Class S-B-3 $413,000.00 (8) $25,000 $1
Class S-B-4 $275,000.00 (8) $25,000 $1
Class S-B-5 $137,000.00 (8) $25,000 $1
Class S-B-6 $275,970.00 (8) $25,000 $1
Class T-A-1A $67,650,000.00 (9) $1,000 $1
Class T-A-1B $50,000,000.00 5.7740%(10) $1,000 $1
Class T-A-2 $37,167,000.00 (9) $1,000 $1
Class T-A-3 $22,509,000.00 5.7988%(10) $1,000 $1
Class T-A-4 $30,000,000.00 (9) $1,000 $1
Class T-A-5 $45,145,000.00 5.7733%(10) $1,000 $1
Class T-A-6 $6,382,000.00 5.9468%(10) $1,000 $1
Class T-A-7 $2,966,000.00 (9) $1,000 $1
Class T-A-P1 $100,000,000.00 (9) $1,000 $1
Class T-A-P2 $11,111,000.00 (9) $1,000 $1
Class T-M-1 $11,392,000.00 (9) $25,000 $1
Class T-M-2 $5,596,000.00 (9) $25,000 $1
Class T-M-3 $1,999,000.00 (9) $25,000 $1
Class T-M-4 $1,999,000.00 (9) $25,000 $1
Class T-M-5 $1,999,000.00 (9) $25,000 $1
Class CE (11) (11) N/A N/A
Class P $100.00 (12) N/A N/A
Pass-
Initial Component Through Integral
Balance or Initial Rate or Multiples in
Component Certificate Minimum Excess of
Components Notional Amount Interest Rate Denomination Minimum
Class 4-S-IO $2,726,799.00 5.5000% N/A N/A
Class 4-S-PO $1,380,135.00 (13) N/A N/A
Class 5-S-IO $763,096.00 5.5000% N/A N/A
Class 5-S-PO $1,078,488.00 (13) N/A N/A
Class 6-S-PO $11,730.00 (13) N/A N/A
Class 8-S-IO $288,261.00 5.5000% N/A N/A
-19-
(1) The Class 1-PO and Class 4-A-1 Certificates are Principal Only Certificates
and will not be entitled to distributions of interest.
(2) On or prior to the Distribution Date in December 2013, the Class 2-A-10
Certificates will also be entitled to amounts received under the Class
2-A-10 Interest Rate Cap Agreement. During this period, the Class 2-A-10
Certificates will receive payments on each Distribution Date at an
effective per annum rate equal to One-Month LIBOR plus 0.600%, subject to a
minimum rate of 6.000% and a maximum rate of 9.500%.
(3) During the initial Interest Accrual Period, interest will accrue on the
Class 3-A-1 and Class 3-A-2 Certificates at the rate of 5.6900% per annum.
During each Interest Accrual Period thereafter, interest will accrue on the
Class 3-A-1 and Class 3-A-2 Certificates at a per annum rate equal to (i)
0.3700% plus (ii) One-Month LIBOR, subject to a minimum rate of 0.3700% and
a maximum rate of 7.0000%.
(4) During the initial Interest Accrual Period, interest will accrue on the
Class 3-A-3 Certificates at the rate of 1.3100% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 3-A-3
Certificates at a per annum rate equal to (i) 6.6300% minus (ii) One-Month
LIBOR, subject to a minimum rate of 0.0000% and a maximum rate of 6.630%.
(5) The Class S-IO Certificates are Interest Only Certificates and will be
deemed for purposes of distributions of interest to consist of three
Components: the Class 4-S-IO Component, the Class 5-S-IO Component and the
Class 8-S-IO Component. The Components of the Class S-IO Certificates are
not severable.
(6) The Class S-PO Certificates are Principal Only Certificates and will be
deemed for purposes of distributions of principal to consist of three
Components: the Class 4-S-PO Component, the Class 5-S-PO Component and the
Class 6-S-PO Component. The Components of the Class S-PO Certificates are
not severable.
(7) Interest will accrue on the Class N-M Certificates and Class N-B
Certificates at a per annum rate equal to the weighted average (based on
the Group Subordinate Amount for each Shifting Interest Loan Group in Loan
N) of (i) with respect to Loan Group 1, 5.5000%, (ii) with respect to Loan
Group 2, 6.0000% and (iii) with respect to Loan Group 3, 7.0000%.
(8) Interest will accrue on the Class S-B Certificates at a per annum rate
equal to the weighted average (based on the Group Subordinate Amount for
each Shifting Interest Loan Group in Loan Group S) of (i) with respect to
Loan Group 4, 5.5000%, (ii) with respect to Loan Group 5, 5.0000%, (iii)
with respect to Loan Group 6, 4.5000%, (iv) with respect to Loan Group 7,
5.2500% and (v) with respect to Loan Group 8, 5.5000%.
(9) The Certificate Interest Rate for these Certificates will be a per annum
rate equal to the lesser of (i) the sum of One-Month LIBOR plus the
applicable Certificate Margin (such sum, the "Pass-Through Rate") and (ii)
the Pool Cap.
(10) The Certificate Interest Rate for these Certificates will be a per annum
rate equal to the lesser of (i) the fixed interest rate specified in this
table (the "Pass-Through Rate") and (ii) the Pool Cap. The Pass-Through
Rate for the Class T-A-3, Class T-A-5 and Class T-A-6 Certificates will
increase by 0.50% per annum following the Group T2 Optional Termination
Date.
(11) Solely for federal income tax purposes, the Class CE Certificates will have
an initial Class Certificate Balance equal to the Initial
Overcollateralization Amount. The Class CE Certificates will be entitled to
100% of the amount distributed on the Class CE Upper-Tier II Regular
Interest.
(12) The Class P Certificates will not bear interest. The Class P Certificates
will be entitled to 100% of the amounts distributed on the Class P
Upper-Tier II Regular Interest.
(13) The Class 4-S-PO, Class 5-S-PO and Class 6-S-PO Components are principal
only Components and will not be entitled to distributions in respect of
interest.
-20-
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article:
10-K Filing Deadline: As defined in Section 3.22(c).
1933 Act: The Securities Act of 1933, as amended.
60+ Day Delinquent Loan: For each Distribution Date, each Group T2 Mortgage
Loan (including each Group T2 Mortgage Loan in foreclosure and each Group T2
Mortgage Loan for which the Mortgagor has filed for bankruptcy after the Closing
Date) with respect to which any portion of a Monthly Payment is, as of the Due
Date in the prior calendar month, two months or more past due and each Group T2
Mortgage Loan relating to an REO Property.
Accretion Termination Date: For (i) the Class 2-A-11 Certificates, the
earlier to occur of (1) the Distribution Date following the Distribution Date on
which the Class Certificate Balance of the Class 2-A-10 Certificates has been
reduced to zero and (2) the Senior Credit Support Depletion Date for Group N and
(ii) the Class 2-A-12 Certificates, the earlier to occur of (1) the Distribution
Date following the Distribution Date on which the aggregate Class Certificate
Balance of the Class 2-A-10 and Class 2-A-11 Certificates has been reduced to
zero and (2) the Senior Credit Support Depletion Date for Group N.
Accrued Component Interest: For any Distribution Date and each IO
Component, one month's interest accrued during the related Interest Accrual
Period at the applicable Pass-Through Rate on the applicable Component Notional
Amount.
Additional Disclosure Notification: The form of notification to be included
with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or
Form 8-K Disclosure Information which is attached hereto as Exhibit S.
Additional Form 10-D Disclosure: As defined in Section 3.22(b).
Additional Form 10-K Disclosure: As defined in Section 3.22(c).
Additional Servicer: A Subcontractor engaged by the Master Servicer or the
Securities Administrator that is a "servicer" within the meaning of Item 1101 of
Regulation AB and meets any of the criteria in Item 1108(a)(2)(i) through (iii)
of Regulation AB.
Adjusted Pool Amount: With respect to any Distribution Date and for (A)
each Shifting Interest Loan Group (other than Loan Group 4 and Loan Group 5),
the sum as to each Mortgage Loan contributing to, or in, such Shifting Interest
Loan Group as of the Cut-off Date of the product of (x) the Applicable
Percentage and (y) the Stated Principal Balance of such Mortgage Loan as of the
-21-
Cut-off Date minus the sum of (i) the product of the Applicable Percentage and
all amounts in respect of principal received in respect of such Mortgage Loan
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed on the Holders of the related Shifting
Interest Certificates on such Distribution Date and all prior Distribution Dates
and (ii) the product of the Applicable Percentage and the principal portion of
all Realized Losses (other than Debt Service Reductions) incurred on such
Mortgage Loan from the Cut-off Date through the end of the month preceding such
Distribution Date and (B) Loan Group 4 and Loan Group 5, the sum as to each
Mortgage Loan in such Shifting Interest Loan Group as of the Cut-off Date of the
Stated Principal Balance of such Mortgage Loan as of the Cut-off Date minus the
sum of (i) all amounts in respect of principal received in respect of such
Mortgage Loan (including, without limitation, amounts received as Monthly
Payments, Periodic Advances, Principal Prepayments, Liquidation Proceeds and
Substitution Adjustment Amounts) and distributed on the Shifting Interest
Certificates on such Distribution Date and all prior Distribution Dates and (ii)
the principal portion of all Realized Losses (other than Debt Service
Reductions) incurred on such Mortgage Loan from the Cut-off Date through the end
of the month preceding such Distribution Date.
Adjusted Pool Amount (Non-PO Portion): With respect to any Distribution
Date and for each Shifting Interest Loan Group, the difference between the
Adjusted Pool Amount for such Shifting Interest Loan Group and the Adjusted Pool
Amount (PO Portion) for such Shifting Interest Loan Group.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date
and for each Shifting Interest Loan Group (other than Loan Group 2, Loan Group
3, Loan Group 7 and Loan Group 8), the sum as to each Discount Mortgage Loan, if
any, in such Shifting Interest Loan Group outstanding as of the Cut-off Date of
the product of (x) the PO Percentage for such Discount Mortgage Loan and (y) the
Stated Principal Balance of such Discount Mortgage Loan as of the Cut-off Date
less the sum of (i) all amounts in respect of principal received in respect of
such Discount Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Principal Prepayments, Liquidation Proceeds
and Substitution Adjustment Amounts) and distributed to Holders of the related
Shifting Interest Certificates on such Distribution Date and all prior
Distribution Dates and (ii) the principal portion of any Realized Loss (other
than a Debt Service Reduction) incurred on such Discount Mortgage Loan from the
Cut-off Date through the end of the month preceding the month in which such
Distribution Date occurs. The Adjusted Pool Amount (PO Portion) for Loan Group
2, Loan Group 3, Loan Group 7 and Loan Group 8 will be zero.
Administrative Fee Rate: With respect to each Mortgage Loan, an amount
equal to the sum of (a) the related Servicing Fee Rate and (b) the related LPMI
Premium Rate, if any.
Administrative Fees: With respect to any Loan Group, the sum of (a) the
related Servicing Fee and (b) with respect to any Mortgage Loan covered by an
LPMI Policy, a fee based on the LPMI Premium Rate.
Advance: A Periodic Advance or a Servicing Advance.
-22-
Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.
Applicable Percentage: Any of the Loan Group N Applicable Percentage or the
Apportioned Loan Group S Applicable Percentage.
Applied Realized Loss Amount: Any of a Senior Applied Realized Loss Amount
or a Subordinated Applied Realized Loss Amount.
Apportioned Loan Group S: Collectively, Loan Group 6, Loan Group 7 and Loan
Group 8.
Apportioned Loan Group S Applicable Percentage: For each Apportioned Group
S Mortgage Loan in Loan Group 6, Loan Group 7 or Loan Group 8, the percentages
set forth below:
(a) Apportioned Group S Mortgage Loans with Net Mortgage Interest Rates
less than or equal to 5.500%:
Principal payments due on the Apportioned Group S Mortgage Loans with Net
Mortgage Interest Rates less than or equal to 4.500% will be allocated to Loan
Group 6.
The Applicable Percentage for each such Apportioned Loan Group S Mortgage
Loan and Loan Group 6 is 100%.
(b) Apportioned Group S Mortgage Loans with Net Mortgage Interest Rates
greater than 4.500% but less than 5.250%:
Principal payments due on the Apportioned Group S Mortgage Loans with Net
Mortgage Interest Rates greater than 4.500% but less than 5.250% will be
allocated between Loan Group 6 and Loan Group 7 based upon the Applicable
Percentage.
The Applicable Percentage for the principal portion of each such
Apportioned Group S Mortgage Loan contributing to Loan Group 6 is equal to (i)
5.250% minus the related Net Mortgage Interest Rate of such Apportioned Group S
Mortgage Loan divided by (ii) 0.750% and the Applicable Percentage for the
portion of each such Apportioned Group S Mortgage Loan contributing to Loan
Group 7 is equal to (a) 100% over (b) (x) 5.250% less the related Net Mortgage
Interest Rate for such Apportioned Group S Mortgage Loan divided by (y) 0.750%.
(c) Apportioned Group S Mortgage Loans with Net Mortgage Interest Rates
equal to 5.250%:
Principal payments due on the Apportioned Group S Mortgage Loans with Net
Mortgage Interest Rates equal to 5.250% will be allocated to Loan Group 7.
The Applicable Percentage for each such Apportioned Group S Mortgage Loan
and Loan Group 7 is 100%.
-23-
(d) Apportioned Group S Mortgage Loans with Net Mortgage Interest Rates
greater than 5.250% but less than 5.500%:
Principal payments due on the Apportioned Group S Mortgage Loans with Net
Mortgage Interest Rates greater than 5.250% but less than 5.500% will be
allocated between Loan Group 7 and Loan Group 8 based upon the Applicable
Percentage.
The Applicable Percentage for the principal portion of each such
Apportioned Group S Mortgage Loan contributing to Loan Group 7 is equal to (i)
5.500% minus the related Net Mortgage Interest Rate of such Apportioned Group S
Mortgage Loan divided by (ii) 0.250%, and the Applicable Percentage for the
portion of each such Apportioned Group S Mortgage Loan contributing to Loan
Group 8 is equal to the excess if any of (a) 100% less (b) (x) 5.500% minus the
related Net Mortgage Interest Rate for such Apportioned Group S Mortgage Loan
divided by (y) 0.250%.
(e) Apportioned Group S Mortgage Loans with Net Mortgage Interest Rates
greater than or equal to 5.500%:
Principal payments due on the Apportioned Group S Mortgage Loans with Net
Mortgage Interest Rates greater than or equal to 5.500% will be allocated to
Loan Group 8.
The Applicable Percentage for each such Apportioned Group S Mortgage Loan
and Loan Group 8 is 100%.
Appraised Value: With respect to any Mortgaged Property, either (i) the
lesser of (a) the appraised value determined in an appraisal obtained by the
originator generally no more than four months prior to origination (or, with
respect to newly constructed properties, no more than twelve months prior to
origination) of such Mortgage Loan or, in certain cases, an automated valuation
model (if applicable) or tax assessed value and (b) the sales price for such
property, except that, in the case of Mortgage Loans the proceeds of which were
used to refinance an existing mortgage loan, the Appraised Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal
obtained at the time of refinancing or, in certain cases, an automated valuation
model (if applicable) or tax assessed value, or (ii) the appraised value
determined in an appraisal made at the request of a Mortgagor subsequent to
origination in order to eliminate the Mortgagor's obligation to keep a Primary
Mortgage Insurance Policy in force.
Assessment of Compliance: As defined in Section 3.21(a).
Assignment of Mortgage: An individual assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to give
record notice of the sale of the Mortgage.
Attestation Report: As defined in Section 3.21(b).
Authenticating Agents: As defined in Section 9.10.
Back-up Certification: As defined in Section 3.22(e).
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BAFC: Banc of America Funding Corporation.
BAMCC: Banc of America Mortgage Capital Corporation.
BANA: Bank of America, National Association, a national banking
association, or its successor in interest.
BANA Servicing Agreement: The Servicing Agreement, dated May 31, 2007, by
and between BAFC, as depositor, and BANA, as servicer.
BBA: As defined in Section 5.10.
Book-Entry Certificate: All Classes of Certificates other than the Physical
Certificates.
BPP Mortgage Loan: Any Mortgage Loan which includes a Borrowers Protection
Plan(R) addendum to the related Mortgage Note whereby BANA agrees to cancel (i)
certain payments of principal and interest on such Mortgage Loan for up to
twelve months upon the disability or involuntary unemployment of the Mortgagor
or (ii) the outstanding principal balance of the Mortgage Loan upon the
accidental death of the Mortgagor; provided that such Borrowers Protection
Plan(R) has not been terminated in accordance with its terms.
BPP Mortgage Loan Payment: With respect to any BPP Mortgage Loan, the
Monthly Covered Amount or Total Covered Amount, if any, payable by BANA pursuant
to Section 7(b) of the Mortgage Loan Purchase Agreement.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of North Carolina, the State of New
York, the states in which the servicing offices of any Servicer are located, the
state or 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.
Buy-Down Account: The separate Eligible Account or Accounts created and
maintained by a Servicer as set forth in Section 3.08.
Buy-Down Agreement: An agreement governing the application of Buy-Down
Funds with respect to a Buy-Down Mortgage Loan.
Buy-Down Funds: Money advanced by a builder, seller or other interested
party to reduce a Mortgagor's monthly payment during the initial years of a
Buy-Down Mortgage Loan.
Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to
a Buy-Down Agreement, the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
from related Buy-Down Funds.
Calculated Principal Distribution: As defined in Section 5.04(b)(iii).
-00-
Xxx Xxxxxxxxx Xxxxxx: If on any Distribution Date, the Overcollateralized
Accrued Certificate Interest for any Class of Offered Overcollateralized
Certificates is based on the Pool Cap, the excess of (i) the amount of interest
such Class would have been entitled to receive on such Distribution Date based
on its Pass-Through Rate without regard to the Pool Cap over (ii) the amount of
interest such Class received on such Distribution Date based on the Pool Cap,
together with the unpaid portion of any such excess from prior Distribution
Dates (and interest accrued thereon at the then-applicable Pass-Through Rate on
such Class without regard to the Pool Cap). For federal income tax purposes,
each application of the Pool Cap shall be an application of the Upper-Tier II
REMIC Net WAC Cap for purposes of calculating the Cap Carryover Amount.
Cap Carryover Reserve Account: The Eligible Account created and maintained
by the Securities Administrator pursuant to Section 3.09(j) in the name of the
Securities Administrator, on behalf of the Trustee, for the benefit of the
Holders of the Offered Overcollateralized Certificates and designated "Xxxxx
Fargo Bank, N.A., as Securities Administrator for U.S. Bank National
Association, as Trustee, in trust for registered holders of Banc of America
Funding Corporation Mortgage Pass-Through Certificates, Series 2007-4." Funds in
the Cap Carryover Reserve Account shall be held in trust for the Holders of the
Offered Overcollateralized Certificates for the uses and purposes set forth in
this Agreement. Funds in the Cap Carryover Reserve Account shall be held
uninvested. The Cap Carryover Reserve Account shall not be an asset of any REMIC
formed under this Agreement.
Cap Provider: Bank of America, National Association or The Bank of New
York, as the case may be.
Certificate: Any of the Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2007-4 that are issued pursuant to this
Agreement.
Certificate Account: The Eligible Account created and maintained by the
Securities Administrator pursuant to Section 3.09(b) 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 U.S. Bank National Association, as Trustee, in trust for
registered holders of Banc of America Funding Corporation Mortgage Pass-Through
Certificates, Series 2007-4." The Certificate Account shall be deemed to consist
of fourteen sub-accounts; one for each of the Loan Groups (the "Loan Group 1
Sub-Account," the "Loan Group 2 Sub-Account," the "Loan Group 3 Sub-Account,"
"the Loan Group 4 Sub-Account," the "Loan Group 5 Sub-Account," the "Loan Group
6 Sub-Account," "the Loan Group 7 Sub-Account," the "Loan Group 8 Sub-Account"
and the "Loan Group T2 Sub-Account"), and one for each of the Lower-Tier II
Certificate Sub-Account, the Middle-Tier II Certificate Sub-Account, the
Upper-Tier II Certificate Sub-Account, the Shifting Interest Lower-Tier
Certificate Sub-Account, the Shifting Interest Middle-Tier Certificate
Sub-Account and the Shifting Interest Upper-Tier Certificate Sub-Account. Funds
in the Certificate Account shall be held in trust for the Holders of the
Certificates for the uses and purposes set forth in this Agreement.
Certificate Balance: With respect to any Certificate at any date (other
than a Class CE Certificate), the maximum dollar amount of principal to which
the Holder thereof is then entitled hereunder, such amount being equal to the
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product of the Percentage Interest of such Certificate and the Class Certificate
Balance of the Class of Certificates of which such Certificate is a part.
Certificate Custodian: Initially, Xxxxx Fargo Bank, N.A.; thereafter any
other Certificate Custodian acceptable to the Depository and selected by the
Securities Administrator.
Certificate Interest Rate: With respect to each Class of Offered
Overcollateralized Certificates, the per annum rate set forth or calculated in
the table under the caption "Summary of Certificates" in the Preliminary
Statement.
Certificate Margin: With respect to each Class of Overcollateralized
Certificates that is a Class of Floating Rate Certificates, the following
percentages:
After the
On or Prior to Group T2 Optional Group T2 Optional
Class Termination Date Termination Date
----- ---------------- ----------------
Class T-A-1A 0.0900% 0.0900%
Class T-A-2 0.1700% 0.1700%
Class T-A-4 0.4000% 0.8000%
Class T-A-7 0.4000% 0.8000%
Class T-A-P1 0.2900% 0.5800%
Class T-A-P2 0.3900% 0.7800%
Class T-M-1 0.4000% 0.6000%
Class T-M-2 1.0000% 1.5000%
Class T-M-3 1.5000% 2.2500%
Class T-M-4 1.5000% 2.2500%
Class T-M-5 1.5000% 2.2500%
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 neither the
Securities Administrator nor the Trustee shall 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.
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Certification Parties: As defined in Section 3.22(e).
Certifying Person: As defined in Section 3.22(e).
CHL: Countrywide Home Loans, Inc.
CitiMortgage: CitiMortgage, Inc., and its capacity as servicer under the
CitiMortgage Servicing Agreement.
CitiMortgage Servicing Agreement: Collectively, the Servicing Agreement,
dated as of May 1, 2004, by and between Xxxxxx Capital, a division of Xxxxxx
Brothers Holdings Inc. ("Xxxxxx") and Aurora Loan Services Inc., as amended by
(i) the Assignment and Assumption Agreement, dated May 28, 2004, between BANA
(as successor in interest to BAMCC) and Xxxxxx, (ii) the Servicing Assignment
and Assumption Agreement, dated September 30, 2005, between Xxxxxx and
CitiMortgage, (iii) the Regulation AB Compliance Addendum to Servicing
Agreement, dated as of April 1, 2007, between BANA and CitiMortgage, and (iv)
the Assignment, Assumption and Recognition Agreement, dated May 31, 2007, by and
among BANA, the Depositor, the Trustee and CitiMortgage.
Class: As to the Certificates, the Class 1-A-R, Class 1-A-1, Class 1-A-2,
Class 1-PO, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5,
Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11,
Class 2-A-12, Class 2-A-13, Class 2-A-14, Class 2-A-15, Class 3-A-1, Class
3-A-2, Class 3-A-3, Class 3-IO, Class 4-A-1, Class 4-A-2, Class 5-A-1, Class
5-A-2, Class 5-A-3, Class 6-A-1, Class 7-A-1, Class 8-A-1, Class S-IO, Class
S-PO, Class T-A-1A, Class T-A-1B, Class T-A-2, Class T-A-3, Class T-A-4, Class
T-A-5, Class T-A-6, Class T-A-7, Class T-A-P1, Class T-A-P2, Class N-M, Class
N-B-1, Class N-B-2, Class N-B-3, Class N-B-4, Class N-B-5, Class N-B-6, Class
S-B-1, Class S-B-2, Class S-B-3, Class S-B-4, Class S-B-5, Class S-B-6, Class
T-M-1, Class T-M-2, Class T-M-3, Class T-M-4, Class T-M-5, Class CE and Class P
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 Group N, the amount, if any, by which
the Class Certificate Balance of the Class 1-A-1 Certificates would be reduced
as a result of the allocation of any reduction pursuant to Section 5.04(b)(i) to
such Class, without regard to the operation of Section 5.04(b)(iv).
Class 1-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Group N, 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-11 Accrual Distribution Amount: For any Distribution Date and the
Class 1-A-11 Certificates prior to the related Accretion Termination Date, an
amount with respect to such Class equal to the sum of (i) the amount allocated
but not currently distributable as interest to such Class pursuant to Section
5.02(a)(i) that is attributable to clause (i) of the definition of "Interest
Distribution Amount," and (ii) the amount allocated but not currently
distributable as interest to such Class pursuant to Section 5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest Distribution Amount."
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Class 1-A-12 Accrual Distribution Amount: For any Distribution Date and the
Class 1-A-12 Certificates prior to the related Accretion Termination Date, an
amount with respect to such Class equal to the sum of (i) the amount allocated
but not currently distributable as interest to such Class pursuant to Section
5.02(a)(i) that is attributable to clause (i) of the definition of "Interest
Distribution Amount," and (ii) the amount allocated but not currently
distributable as interest to such Class pursuant to Section 5.02(a)(i) that is
attributable to clause (ii) of the definition of "Interest Distribution Amount."
Class 1-A-R Certificate: The Class 1-A-R Certificate, which represents the
ownership of the Class II-UR Interest, the Class II-MR Interest, the Class II-LR
Interest, the Class SI-UR Interest, the Class SI-MR Interest and the Class SI-LR
Interest.
Class 2-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Group N, 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-10 Loss Amount with respect to such
Distribution Date.
Class 2-A-3 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Group N, the amount, if any, by which
the Class Certificate Balance of the Class 2-A-3 Certificates would be reduced
as a result of the allocation of any reduction pursuant to Section 5.04(b)(i) to
such Class, without regard to the operation of Section 5.04(b)(iv).
Class 2-A-4 Notional Amount: With respect to each Distribution Date and the
Class 2-A-4 Certificates, an amount equal to 8.3333312804% of the Class
Certificate Balance of the Class 2-A-3 Certificates.
Class 2-A-5 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Group N, the lesser of (a)
the Class Certificate Balance of the Class 2-A-5 Certificates with respect to
such Distribution Date prior to any reduction for the Class 2-A-5 Loss
Allocation Amount and (b) the Class 2-A-3 Loss Amount with respect to such
Distribution Date.
Class 2-A-7 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Group N, the amount, if any, by which
the Class Certificate Balance of the Class 2-A-7 Certificates would be reduced
as a result of the allocation of any reduction pursuant to Section 5.04(b)(i) to
such Class, without regard to the operation of Section 5.04(b)(iv).
Class 2-A-8 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Group N, the lesser of (a)
the Class Certificate Balance of the Class 2-A-8 Certificates with respect to
such Distribution Date prior to any reduction for the Class 2-A-8 Loss
Allocation Amount and (b) the Class 2-A-7 Loss Amount with respect to such
Distribution Date.
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Class 2-A-10 Grantor Trust: The grantor trust created pursuant to Section
5.12 consisting of any interests in the Class 2-A-10 Reserve Fund and Class
2-A-10 Interest Rate Cap Agreement beneficially owned by the Class 2-A-10
Certificates and rights and obligations with respect thereto. The Class 2-A-10
Grantor Trust shall not be an asset of any REMIC formed hereunder.
Class 2-A-10 Interest Rate Cap Agreement: The interest rate cap agreement
between the Securities Administrator, on behalf of the Trust, and The Bank of
New York, as Cap Provider, which will be for the benefit of the Class 2-A-10
Certificates, substantially in the form attached hereto as Exhibit T-1. The
Class 2-A-10 Interest Rate Cap Agreement shall not be an asset of any REMIC
formed under this Agreement.
Class 2-A-10 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Group N, the amount, if any, by which
the Class Certificate Balance of the Class 2-A-10 Certificates would be reduced
as a result of the allocation of any reduction pursuant to Section 5.04(b)(i) to
such Class, without regard to the operation of Section 5.04(b)(iv).
Class 2-A-10 Reserve Fund: The Eligible Account created and maintained by
the Securities Administrator pursuant to Section 3.09(j) in the name of the
Securities Administrator, on behalf of the Trustee, for the benefit of the
Holders of the Class 2-A-10 Certificates and designated "Class 2-A-10 Reserve
Fund, Xxxxx Fargo Bank, N.A., as Securities Administrator for U.S. Bank National
Association, as Trustee, in trust for registered holders of Banc of America
Funding Corporation Mortgage Pass-Through Certificates, Series 2007-4." Amounts
on deposit in the Class 2-A-10 Reserve Fund shall not be invested. The Class
2-A-10 Reserve Fund shall not be an asset of any REMIC formed under this
Agreement
Class 3-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date for Group N, the amount, if any, by which
the Class Certificate Balance of the Class 3-A-1 Certificates would be reduced
as a result of the allocation of any reduction pursuant to Section 5.04(b)(i) to
such Class, without regard to the operation of Section 5.04(b)(iv).
Class 3-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date for Group N, 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 3-A-3 Notional Amount: With respect to each Distribution Date and the
Class 3-A-3 Certificates, an amount equal to sum of the Class Certificate
Balances of the Class 3-A-1 and Class 3-A-2 Certificates.
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Class 3-IO Notional Amount: With respect to each Distribution Date and the
Class 3-IO Certificates, an amount equal to the product of (i) the aggregate of
the Stated Principal Balances of the Group 3 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 3 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 3 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date) minus 7.00% and
the denominator of which is equal to 7.00%.
Class 4-A-2 Notional Amount: With respect to each Distribution Date and the
Class 4-A-2 Certificates, an amount equal to the Class Certificate Balance of
the Class 4-A-1 Certificates.
Class 4-S-IO Notional Amount: With respect to each Distribution Date and
the Class 4-S-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 4 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 4 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 4 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date) minus 5.50% and
(b) the denominator of which is equal to 5.50%.
Class 5-S-IO Notional Amount: With respect to each Distribution Date and
the Class 5-S-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 5 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 5 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 5 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date) minus 5.50% and
(b) the denominator of which is equal to 5.50%.
Class 8-S-IO Notional Amount: With respect to each Distribution Date and
the Class 8-S-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 8 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 8 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 8 Premium Mortgage Loans as of the Due
Date in the month preceding the month of such Distribution Date) minus 5.50% and
(b) the denominator of which is equal to 5.50%.
Class CE Certificates: The Class CE Certificates, which represent (i) the
corresponding Upper-Tier II Regular Interest for purposes of the REMIC
Provisions, (ii) the obligation to pay Cap Carryover Amounts, Swap Termination
Payments and the Class IO Distribution Amount and (iii) the right to receive the
Class IO Distribution Amount and amounts from the Cap Carryover Reserve Account,
the Swap Account and the Class T-A-4 and Class T-A-7 Reserve Fund.
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Class CE Distributable Amount: With respect to any Distribution Date, the
sum of (i) the interest accrued on the Class CE Upper-Tier II Regular Interests
at their Pass-Through Rate calculated on their Notional Amount less the amount
(without duplication) of Cap Carryover Amounts paid pursuant to Section
5.03(c)(i) and any Defaulted Swap Termination Payments paid pursuant to Section
5.03(d), (ii) any remaining Overcollateralization Release Amounts and (iii) the
amounts remaining in (A) the Cap Carryover Reserve Account after the
distributions in Section 3.09(j), and (B) the Supplemental Interest Trust in
respect of the Swap Account after distributions in Section 5.03(d), priorities
first through ninth and the Class T-A-4 and Class T-A-7 Reserve Fund after
distributions in Section 5.03(e).
Class CE Grantor Trust: The grantor trust created pursuant to Section 5.12
consisting of any interests in the Cap Carryover Reserve Account and
Supplemental Interest Trust beneficially owned by the holders of the Class CE
Certificates and rights and obligations with respect thereto. The Class CE
Grantor Trust shall not be an asset of any REMIC formed hereunder.
Class Certificate Balance: With respect to any Class of Shifting Interest
Certificates (other than the Class 2-A-4, Class 3-A-3, Class 3-IO, Class 4-A-2,
Class S-IO and Class S-PO Certificates) and any date of determination, and
subject to Section 5.04(b)(vi), an amount equal to (a) the Initial Class
Certificate Balance of such Class (plus, in the case of the Class 1-A-11 and
Class 1-A-12 Certificates, any Class 1-A-11 Accrual Distribution Amounts or
Class 1-A-12 Accrual Distribution Amounts, as applicable, previously added
thereto) minus the sum of (i) all distributions of principal made with respect
thereto (including in the case of a Class of Shifting Interest Subordinated
Certificates, any principal otherwise payable to such Class of Certificates used
to pay any PO Deferred Amounts), (ii) all reductions in Class Certificate
Balance previously allocated thereto pursuant to Section 5.04(b)(i) and (iii) in
the case of the Class 1-A-2, Class 2-A-2, Class 2-A-5, Class 2-A-8 and Class
3-A-2 Certificates, any reduction allocated thereto pursuant to Section
5.04(b)(iv) plus (b) the sum of (i) all increases in Class Certificate Balance
previously allocated thereto pursuant to Section 5.04(b)(i) and (ii) in the case
of the Class 1-A-2, Class 2-A-2, Class 2-A-5, Class 2-A-8 and Class 3-A-2
Certificates, any increases allocated thereto pursuant to Section 5.04(b)(iv).
The Class 2-A-4, Class 3-A-3, Class 3-IO, Class 4-A-2 and Class S-IO
Certificates are Interest Only Certificates and have no Class Certificate
Balance. The Class Certificate Balance of the Class S-PO Certificates as of any
date of determination shall equal the sum of the Component Balances of the
related Components.
With respect to any Class of Overcollateralized Certificates (other than
the Class CE Certificates) and any date of determination, and subject to the
last paragraph of Section 5.04(c), the Initial Class Certificate Balance of such
Class (a) reduced by the sum of (i) all amounts actually distributed in respect
of principal of such Class on all prior Distribution Dates and (ii) Applied
Realized Loss Amounts allocated thereto for previous Distribution Dates and (b)
increased by any Recoveries allocated to such Class for previous Distribution
Dates.
With respect to the Class CE Certificates and any date of determination,
and solely for federal income tax purposes, the excess, if any, of the then
aggregate Uncertificated Balances of the Uncertificated Middle-Tier II Interests
(other than any Swap IO regular Interests) over the aggregate Class Certificate
Balance of the Offered Overcollateralized Certificates and the Class P
Certificates then outstanding.
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Class Interest Shortfall: For any Distribution Date and each Class of
interest-bearing Shifting Interest Certificates (other than the Class 4-A-1,
Class S-IO and Class S-PO Certificates), the amount by which Shifting Interest
Accrued Certificate Interest for such Class (as reduced pursuant to Section
5.02(c)) exceeds the amount of interest actually distributed on such Class (or,
in the case of the Class 1-A-11 and Class 1-A-12 Certificates prior to the
applicable Accretion Termination Date, the amount included in the Class 1-A-11
Accrual Distribution Amount or Class 1-A-12 Accrual Distribution Amount, as
applicable, pursuant to clause (i) of the definition thereof, but not
distributed pursuant to the proviso in Section 5.02(a)(i)) on such Distribution
Date pursuant to clause (i) of the definition of "Interest Distribution Amount."
Class IO Distribution Amount: As defined in Section 5.14 hereof. For the
purpose of clarity, the Class IO Distribution Amount for any Distribution Date
shall equal the amount payable to the Supplemental Interest Trust on such
Distribution Date in excess of the amount payable on the Class Swap-IO1 Interest
and the Class Swap-IO2 Interest on such Distribution Date, all as further
provided in Section 5.14 hereof.
Class N-B Certificates: The Class N-B-1, Class N-B-2, Class N-B-3, Class
N-B-4, Class N-B-5 and Class N-B-6 Certificates.
Class P Certificates: The Class P Certificates, which represent (i) the
corresponding Upper-Tier II Regular Interest for purposes of the REMIC
Provisions and (ii) the right to receive distributions in respect of their Class
Certificate Balance, certain Prepayment Charges and Servicer Prepayment Charge
Payment Amounts as set forth herein.
Class S-B Certificates: The Class S-B-1, Class S-B-2, Class S-B-3, Class
S-B-4, Class S-B-5 and Class S-B-6 Certificates.
Class Swap-IO1 Interest: An uncertificated interest representing the right
to distributions as set forth herein and evidencing an Upper-Tier II Regular
Interest for purposes of the REMIC Provisions.
Class Swap-IO2 Interest: An uncertificated interest representing the right
to distributions as set forth herein and evidencing an Upper-Tier II Regular
Interest for purposes of the REMIC Provisions.
Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement: The interest rate
cap agreement between the Supplemental Interest Trust Trustee, on behalf of the
Supplemental Interest Trust, and Bank of America, National Association, as Cap
Provider, substantially in the form attached hereto as Exhibit T-2. The Class
T-A-4 and Class T-A-7 Interest Rate Cap Agreement shall not be an asset of any
REMIC formed under this Agreement.
Class T-A-4 and Class T-A-7 Reserve Fund: The Eligible Account created and
maintained by the Supplemental Interest Trust Trustee pursuant to Section 5.14.
The Class T-A-4 and Class T-A-7 Reserve Fund shall not be an asset of any REMIC
formed under this Agreement.
-33-
Class T-M-1 Principal Distribution Amount: As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Overcollateralized Certificates (after taking into account the payment of
the Overcollateralized Senior Principal Distribution Amount on such Distribution
Date) and (ii) the aggregate Class Certificate Balance of the Class T-M-1
Certificates immediately prior to such Distribution Date over (y) the lesser of
(a) the product of (i) 92.30% and (ii) the aggregate Stated Principal Balance of
the Group T2 Mortgage Loans as of the last day of the related Collection Period
and (b) the amount by which the aggregate Stated Principal Balance of the Group
T2 Mortgage Loans as of the last day of the related Collection Period exceeds
the product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the
Group T2 Mortgage Loans as of the Cut-off Date.
Class T-M-2 Principal Distribution Amount: As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Overcollateralized Certificates (after taking into account the payment of
the Overcollateralized Senior Principal Distribution Amount on such Distribution
Date), (ii) the aggregate Class Certificate Balance of the Class T-M-1
Certificates (after taking into account the payment of the Class T-M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Class Certificate
Balance of the Class T-M-2 Certificates immediately prior to such Distribution
Date over (y) the lesser of (a) the product of (i) 95.10% and (ii) the aggregate
Stated Principal Balance of the Group T2 Mortgage Loans as of the last day of
the related Collection Period and (b) the amount by which the aggregate Stated
Principal Balance of the Group T2 Mortgage Loans as of the last day of the
related Collection Period exceeds the product of (i) 0.35% and (ii) the
aggregate Stated Principal Balance of the Group T2 Mortgage Loans as of the
Cut-off Date.
Class T-M-3 Principal Distribution Amount: As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Overcollateralized Certificates (after taking into account the payment of
the Overcollateralized Senior Principal Distribution Amount on such Distribution
Date), (ii) the aggregate Class Certificate Balance of the Class T-M-1
Certificates (after taking into account the payment of the Class T-M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Class Certificate
Balance of the Class T-M-2 Certificates (after taking into account the payment
of the Class T-M-2 Principal Distribution Amount on such Distribution Date) and
(iv) the Class Certificate Balance of the Class T-M-3 Certificates immediately
prior to such Distribution Date over (y) the lesser of (a) the product of (i)
96.10% and (ii) the aggregate Stated Principal Balance of the Group T2 Mortgage
Loans as of the last day of the related Collection Period and (b) the amount by
which the aggregate Stated Principal Balance of the Group T2 Mortgage Loans as
of the last day of the related Collection Period exceeds the product of (i)
0.35% and (ii) the aggregate Stated Principal Balance of the Group T2 Mortgage
Loans as of the Cut-off Date.
Class T-M-4 Principal Distribution Amount: As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Overcollateralized Certificates (after taking into account the payment of
the Overcollateralized Senior Principal Distribution Amount on such Distribution
Date), (ii) the aggregate Class Certificate Balance of the Class T-M-1
Certificates (after taking into account the payment of the Class T-M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Class Certificate
Balance of the Class T-M-2 Certificates (after taking into account the payment
of the Class T-M-2 Principal Distribution Amount on such Distribution Date),
(iv) the Class Certificate Balance of the Class T-M-3 Certificates (after taking
-34-
into account the payment of the Class T-M-3 Principal Distribution Amount on
such Distribution Date) and (v) the Class Certificate Balance of the Class T-M-4
Certificates immediately prior to such Distribution Date over (y) the lesser of
(a) the product of (i) 97.10% and (ii) the aggregate Stated Principal Balance of
the Group T2 Mortgage Loans as of the last day of the related Collection Period
and (b) the amount by which the aggregate Stated Principal Balance of the Group
T2 Mortgage Loans as of the last day of the related Collection Period exceeds
the product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the
Group T2 Mortgage Loans as of the Cut-off Date.
Class T-M-5 Principal Distribution Amount: As of any Distribution Date, the
excess of (x) the sum of (i) the aggregate Class Certificate Balance of the
Senior Overcollateralized Certificates (after taking into account the payment of
the Overcollateralized Senior Principal Distribution Amount on such Distribution
Date), (ii) the aggregate Class Certificate Balance of the Class T-M-1
Certificates (after taking into account the payment of the Class T-M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Class Certificate
Balance of the Class T-M-2 Certificates (after taking into account the payment
of the Class T-M-2 Principal Distribution Amount on such Distribution Date),
(iv) the Class Certificate Balance of the Class T-M-3 Certificates (after taking
into account the payment of the Class T-M-3 Principal Distribution Amount on
such Distribution Date), (v) the Class Certificate Balance of the Class T-M-4
Certificates (after taking into account the payment of the Class T-M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Class Certificate
Balance of the Class T-M-5 Certificates immediately prior to such Distribution
Date over (y) the lesser of (a) the product of (i) 98.10% and (ii) the aggregate
Stated Principal Balance of the Group T2 Mortgage Loans as of the last day of
the related Collection Period and (b) the amount by which the aggregate Stated
Principal Balance of the Group T2 Mortgage Loans as of the last day of the
related Collection Period exceeds the product of (i) 0.35% and (ii) the
aggregate Stated Principal Balance of the Group T2 Mortgage Loans as of the
Cut-off Date.
Class Unpaid Interest Shortfall: As to any Distribution Date and each Class
of interest-bearing Shifting Interest Certificates (other than the Class S-IO
Certificates), the amount by which the aggregate Class Interest Shortfalls for
such Class (or, in the case of the Class 1-A-11 and Class 1-A-12 Certificates
prior to the applicable Accretion Termination Date, the amount included in the
Class 1-A-11 Accrual Distribution Amount or Class 1-A-12 Accrual Distribution
Amount, as applicable, pursuant to clause (ii) of the definition thereof, but
not distributed as interest on the Class 1-A-11 and Class 1-A-12 Certificates)
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." As to any Distribution Date and
the Class S-IO Certificates, the sum of the Component Unpaid Interest Shortfalls
for the Class 4-S-IO Component, the Class 5-S-IO Component and the Class 8-S-IO
Component.
Closing Date: May 31, 2007.
Code: The Internal Revenue Code of 1986, as amended.
Collection Period: With respect to any Distribution Date, the period from
the second day of the calendar month preceding the month in which such
Distribution Date occurs through the first day of the month in which such
Distribution Date occurs.
-35-
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date and Servicer
other than National City, an amount equal to the lesser of (a) the aggregate
Servicing Fee payable to such Servicer for the Mortgage Loans serviced by such
Servicer as of the Due Date of the month preceding the month of such
Distribution Date and (b) the aggregate of the Prepayment Interest Shortfalls on
the Mortgage Loans serviced by such Servicer resulting from Principal
Prepayments (or Principal Prepayments in Full with respect to CitiMortgage) on
such Mortgage Loans during the related Prepayment Period; provided, however,
Compensating Interest payable for any month by BANA will be limited to
one-twelfth of 0.2500% of the aggregate Stated Principal Balance of the Mortgage
Loans serviced by BANA, calculated as of the Due Date of the month preceding the
month of such Distribution Date. With respect to any Distribution Date and
National City, an amount equal to the aggregate of the Prepayment Interest
Shortfalls on the Mortgage Loans serviced by National City resulting from
Principal Prepayments on such Mortgage Loans during the related Prepayment
Period.
Compliance Statement: As defined in Section 3.20.
Component: Any of the Class 4-S-IO, 4-S-PO, 5-S-IO, 5-S-PO, 6-S-PO and
8-S-IO Components, each of which represents the corresponding Shifting Interest
Upper-Tier Regular Interest.
Component Balance: With respect to any Component (other than the IO
Components) 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 the related Component Balance
previously allocated thereto pursuant to Section 5.03(b) plus (B) all increases
in the related Component Balance previously allocated thereto pursuant to
Section 5.03(b). The IO Components are interest only Components and have no
Component Balance.
Component Interest Distribution Amount: For any Distribution Date and each
IO Component, the sum of (i) the Accrued Component Interest and (ii) any
Component Unpaid Interest Shortfall for such Component. The PO Components are
principal only Components and are not entitled to distributions of interest.
Component Interest Shortfall: For any Distribution Date and each IO
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, any of the Class
4-S-IO Notional Amount, the Class 5-S-IO Notional Amount or the Class 8-S-IO
Notional Amount, as applicable.
Component Unpaid Interest Shortfall: As to any Distribution Date and each
IO Component, the amount by which the aggregate Component Interest Shortfalls
for such Component on prior Distribution Dates exceeds the amount of interest
actually distributed on such Component on such prior Distribution Dates pursuant
to clause (ii) of the definition of "Component Interest Distribution Amount."
-36-
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 office of the
Trustee, which office at the date of the execution of this instrument is located
at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, Attention:
Corporate Trust Services, BAFC, Series 2007-4, 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: Client Manager - BAFC 2007-4, and for
certificate transfer purposes is located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services - BAFC 2007-4,
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.
-37-
Corresponding Class, Classes, Component or Components: The Class of
interests in one REMIC created under this Agreement that corresponds to the
Class of interests in another REMIC or to a Class, Classes, Component or
Components of Certificates in the manner set out below:
-----------------------------------------------------------------------------------------------------------------------------
Uncertificated Shifting Corresponding Shifting Corresponding Class, Classes,
Interest Middle-Tier Interest Upper-Tier Regular Component or Components
Regular Interest Interest of Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-1AR N/A Class 1-A-R Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-1A1 Class 1-A-1, Class 1-A-2 Interests Class 1-A-1, Class 1-A-2 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-1PO Class 1-PO Interest Class 1-PO Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class 0-X-0, 0-X-0, 0-X-0, 0-X-0, Class 0-X-0, 0-X-0, 0-X-0, 0-X-0,
0-X-0, 0-X-0, Class 0-X-0, 0-X-0, 0-X-0, 0-X-0, Class 0-X-0, 0-X-0,
0-X-0, 0-X-0, 0-X-0, 0-X-0, 2-A-9, 0-X-0, 0-X-0, 0-X-0, 0-X-0, 0-X-0,
0-X-0, 2-A-10, 2-A-11, 2-A-12, 2-A-9, 2-A-10, 2-A-11, 2-A-12,
2-A-13, 2-A-14, 2-A-15 2-A-10, 2-A-13, 2-A-14, 2-A-15 2-A-10,
2-A-11, 2-A-12, 2-A-13, 2-A-14, 2-A-11, 2-A-12, 2-A-13, 2-A-14,
2-A-15 2-A-15
Class MRI-2A1 Interests Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-2A2 Class 2-A-3, Class 2-A-4 Interests Class 2-A-3, Class 2-A-4 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-3A1 Class 3-A-1, Class 3-A-2, Class 3-A-3 Interests Class 3-A-1, Class 3-A-2, Class 3-A-3 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-3IO Class 3-IO Interests Class 3-IO Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-4A1 Class 4-A-1, Class 4-A-2 Interests Class 4-A-1, Class 4-A-2 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-4IO Class 4-S-IO Interests Class 4-S-IO Components
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-4PO Class 4-S-PO Interests Class 4-S-PO Components
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-5A1 Class 5-A-1, Class 5-A-2, Class 5-A-3 Interests Class 5-A-1, Class 5-A-2, Class 5-A-3 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-5IO Class 5-S-IO Interests Class 5-S-IO Components
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-5PO Class 5-S-PO Interests Class 5-S-PO Components
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-6A1 Class 6-A-1 Interests Class 6-A-1 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-6PO Class 6-S-PO Interests Class 6-S-PO Components
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-7A1 Class 7-A-1 Interests Class 7-A-1 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-8A1 Class 8-A-1 Interests Class 8-A-1 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-8IO Class 8-S-IO Interests Class 8-S-IO Components
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-NM Class N-M Interests Class N-M Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-NB1 Class N-B-1 Interests Class N-B-1 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-NB2 Class N-B-2 Interests Class N-B-2 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-NB3 Class N-B-3 Interests Class N-B-3 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-NB4 Class N-B-4 Interests Class N-B-4 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-NB5 Class N-B-5 Interests Class N-B-5 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-NB6 Class N-B-6 Interests Class N-B-6 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-SB1 Class S-B-1 Interests Class S-B-1 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-SB2 Class S-B-2 Interests Class S-B-2 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-SB3 Class S-B-3 Interests Class S-B-3 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-SB4 Class S-B-4 Interests Class S-B-4 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-SB5 Class S-B-5 Interests Class S-B-5 Certificates
-----------------------------------------------------------------------------------------------------------------------------
Class MRI-SB6 Class S-B-6 Interests Class S-B-6 Certificates
-----------------------------------------------------------------------------------------------------------------------------
-38-
--------------------------------------------------------------------------------
Uncertificated Corresponding
Middle-Tier II Upper-Tier II Corresponding Class or
Regular Interest Regular Interest Classes of Certificates
--------------------------------------------------------------------------------
MRII-A1A Class T-A-1A Interests Class T-A-1A Certificates
--------------------------------------------------------------------------------
MRII-A1B Class T-A-1B Interests Class T-A-1B Certificates
--------------------------------------------------------------------------------
MRII-A2 Class T-A-2 Interests Class T-A-2 Certificates
--------------------------------------------------------------------------------
MRII-A3 Class T-A-3 Interests Class T-A-3 Certificates
--------------------------------------------------------------------------------
MRII-A4 Class T-A-4 Interests Class T-A-4 Certificates
--------------------------------------------------------------------------------
MRII-A5 Class T-A-5 Interests Class T-A-5 Certificates
--------------------------------------------------------------------------------
MRII-A6 Class T-A-6 Interests Class T-A-6 Certificates
--------------------------------------------------------------------------------
MRII-A7 Class T-A-7 Interests Class T-A-7 Certificates
--------------------------------------------------------------------------------
MRII-AP1 Class T-A-P1 Interests Class T-A-P1 Certificates
--------------------------------------------------------------------------------
MRII-AP2 Class T-A-P2 Interests Class T-A-P2 Certificates
--------------------------------------------------------------------------------
MRII-M1 Class T-M-1 Interests Class T-M-1 Certificates
--------------------------------------------------------------------------------
MRII-M2 Class T-M-2 Interests Class T-M-2 Certificates
--------------------------------------------------------------------------------
MRII-M3 Class T-M-3 Interests Class T-M-3 Certificates
--------------------------------------------------------------------------------
MRII-M4 Class T-M-4 Interests Class T-M-4 Certificates
--------------------------------------------------------------------------------
MRII-M5 Class T-M-5 Interests Class T-M-5 Certificates
--------------------------------------------------------------------------------
MRII-P Class P Interests Class P Certificates
--------------------------------------------------------------------------------
N/A Class CE Interests Class CE Certificates
--------------------------------------------------------------------------------
MRII-IO1 Class Swap IO1 Interest N/A
--------------------------------------------------------------------------------
MRII-IO2 Class Swap IO2 Interest N/A
--------------------------------------------------------------------------------
Countrywide: Countrywide Home Loans Servicing LP, in its capacity as
servicer under the Countrywide Servicing Agreement.
Countrywide Servicing Agreement: Collectively, (i) the Master Mortgage Loan
Purchase and Servicing Agreement, dated as of April 1, 2003, by and between BANA
(as successor in interest to BAMCC) and CHL, (ii) that certain Amendment No. 1,
dated as of July 1, 2003, by and among BAMCC, CHL and BANA, (iii) that certain
Amendment No. 2, dated as of September 1, 2004, by and among BAMCC, CHL and
BANA, (iv) that certain Amendment Reg. AB to the Master Mortgage Loan Purchase
and Servicing Agreement, dated as of January 1, 2006, by and between CHL and
BANA, and (v) the Assignment, Assumption and Recognition Agreement, dated May
31, 2007, by and among BANA, the Depositor, the Trustee, Countrywide and CHL.
Custodian: Initially, the Trustee and thereafter any custodian appointed by
the Trustee pursuant to Section 9.12. A 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 the Master Servicer, 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
-39-
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: May 1, 2007.
Cut-off Date Pool Principal Balance: For each Loan Group, the aggregate of
the Stated Principal Balances of the Mortgage Loans contributing to, or in, such
Loan Group as of the Cut-off Date, which is $56,172,373.06 for Loan Group 1,
$243,361,880.21 for Loan Group 2, $64,045,020.06 for Loan Group 3,
$135,196,092.89 for Loan Group 4, $61,778,781.73 for Loan Group 5,
$11,892,223.57 for Loan Group 6, $44,958,790.75 for Loan Group 7, $20,427,582.13
for Loan Group 8 and $399,711,071.00 for Loan Group T2.
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.
Defaulted Swap Termination Payment: Any Swap Termination Payment required
to be paid by the Supplemental Interest Trust to a Swap Provider pursuant to the
related Interest Rate Swap Agreement as a result of an Event of Default (as
defined in each such Interest Rate Swap Agreement) with respect to which such
Swap Provider is the defaulting party or a Termination Event (including a
Downgrade Termination Event) under an Interest Rate Swap Agreement (other than
Illegality or a Tax Event that is not a Tax Event Upon Merger (each as defined
in such Interest Rate Swap Agreement)) with respect to which the related Swap
Provider is the sole Affected Party (as defined in the applicable Interest Rate
Swap Agreement).
Defective Mortgage Loan: Any Mortgage Loan which is required to be cured,
repurchased or substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any Determination Date,
the excess of (i) the then outstanding indebtedness under such Mortgage Loan
over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the applicable Servicer
-40-
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).
Delinquent: Any Mortgage Loan with respect to which the Monthly Payment due
on a Due Date is not made by the close of business on the next scheduled Due
Date for such Mortgage Loan.
Denomination: The amount, if any, specified on the face of each Certificate
(other than an Interest Only Certificate) representing the principal portion of
the Initial Class Certificate Balance evidenced by such Certificate. As to any
Interest Only Certificate, the amount specified on the face of each such
Certificate representing the portion of the Initial Notional Amount evidenced by
such Certificate.
Depositor: Banc of America Funding Corporation, a Delaware corporation, or
its successor in interest, as depositor of the Trust Estate.
Depository: The Depository Trust Company, the nominee of which is Cede &
Co., as the registered Holder of the Book-Entry Certificates or any successor
thereto appointed in accordance with this Agreement. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Designated Interest Amount: With respect to any Shifting Interest Mortgage
Loan (other than a Group 4 Mortgage Loan or a Group 5 Mortgage Loan) and any
Shifting Interest Loan Group, the product of (i) the Applicable Percentage for
such Mortgage Loan of the Stated Principal Balance of such Shifting Interest
Mortgage Loan and (ii) the Designated Rate for such Loan Group.
Designated Interest Percentage: With respect to any Shifting Interest
Mortgage Loan (other than a Group 4 Mortgage Loan or a Group 5 Mortgage Loan) in
a Shifting Interest Loan Group that does not contribute to another Shifting
Interest Loan Group, 100%. With respect to any Shifting Interest Mortgage Loan
(other than a Group 4 Mortgage Loan or a Group 5 Mortgage Loan) in a Shifting
Interest Loan Group that contributes to two Shifting Interest Loan Groups, the
quotient, expressed as a percentage, of (a) the Designated Interest Amount with
respect to such Loan Group and (b) the sum of (x) the applicable Designated
Interest Amount with respect to such Loan Group and (y) the Designated Interest
Amount with respect to the other Shifting Interest Loan Group to which such
Shifting Interest Mortgage Loan contributes.
-41-
Designated Rate: With respect to (i) Loan Group 1, 5.50%, (ii) Loan Group
2, 6.00%, (iii) Loan Group 3, 7.00%, (iv) Loan Group 6, 4.50%, (v) Loan Group 7,
5.25% and (vi) Loan Group 8, 5.50%;
Determination Date: With respect to any Distribution Date and for each
Servicer, as defined in the applicable Servicing Agreement.
Discount Mortgage Loan: Any of the Group 1 Discount Mortgage Loans, Group 4
Discount Mortgage Loans, Group 5 Discount Mortgage Loans or Group 6 Discount
Mortgage Loans.
Distribution Date: The 25th day of each month beginning in June 2007 (or,
if such day is not a Business Day, the next Business Day).
Document Transfer Event: The 60th day following the day on which either (i)
Xxxxx Fargo is no longer the Servicer of any of the Mortgage Loans purchased by
the Sponsor from Xxxxx Fargo Bank, N.A. or (ii) the senior, unsecured long-term
debt rating of Xxxxx Fargo & Company is less than "BBB-" by Fitch Ratings.
Downgrade Termination Event: An event whereby (x) a Swap Provider (or its
guarantor) ceases to have short term unsecured and/or long term debt ratings at
least equal to the levels specified in the related Interest Rate Swap Agreement,
and (y) at least one of the following events has not occurred (except to the
extent otherwise approved by the Rating Agencies): (i) within the time period
specified in such Interest Rate Swap Agreement with respect to such downgrade,
the related Swap Provider transferred such Interest Rate Swap Agreement, in
whole, but not in part, to a substitute swap provider that satisfied the
requirements set forth in such Interest Rate Swap Agreement, subject to the
satisfaction of the rating agency condition or (ii within the time periods and
otherwise as required by such Interest Rate Swap Agreement, the related Swap
Provider obtained a qualified guaranty of its obligations from an eligible third
party or (iii) within the time period specified in such Interest Rate Swap
Agreement with respect to such downgrade, the related Swap Provider
collateralized its exposure to the Issuing Entity pursuant to an ISDA Credit
Support Annex between the Supplemental Interest Trust and the related Swap
Provider.
Due Date: As to any Distribution Date and each Mortgage Loan, the first day
in the calendar month of such Distribution Date.
XXXXX: The Commission's Electronic Data Gathering and Retrieval System.
Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) 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
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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, the Master
Servicer 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, the Master Servicer or the Securities
Administrator.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Restricted Certificates: Any of the Class 1-A-R, Class N-B-4, Class
N-B-5, Class N-B-6, Class S-B-4, Class S-B-5, Class S-B-6, Class CE and Class P
Certificates and any Certificate that no longer meets the applicable rating
requirements of an Underwriter's Exemption.
Escrow Account: As defined in Section 3.08(a).
Escrow Payments: The amounts constituting taxes, assessments, Primary
Mortgage Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount,
if any, by which any Liquidation Proceeds of such Mortgage Loan received in the
calendar month in which such Mortgage Loan became a Liquidated Mortgage Loan,
net of any amounts previously reimbursed to the 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.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Extra Principal Distribution Amount: As of any Distribution Date, the
lesser of (x) the Monthly Excess Interest Amount for such Distribution Date and
(y) the Overcollateralization Deficiency for such Distribution Date.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of some or all of the Certificates will be made pursuant
to Section 10.01.
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Financial Market Service: Bloomberg LP, Intex Solutions, Inc. 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.
Fixed Payer Rate 1: The fixed rate payable by the Supplemental Interest
Trust under Interest Rate Swap Agreement 1 for each Distribution Date up to and
including the Distribution Date in July 2012, which is 5.0250%.
Fixed Payer Rate 2: The fixed rate payable by the Supplemental Interest
Trust under Interest Rate Swap Agreement 2 for each Distribution Date up to and
including the Distribution Date in July 2012, which is 4.9703%.
Floating Rate Certificates: The Class 2-A-10, Class 3-A-1, Class 3-A-2,
Class 3-A-3, Class T-A-1A, Class T-A-2, Class T-A-4, Class T-A-7, Class T-A-P1,
Class T-A-P2, Class T-M-1, Class T-M-2, Class T-M-3, Class T-M-4 and Class
T-M-5.
Form 8-K Disclosure Information: As defined in Section 3.22(d).
Fractional Interest: As defined in Section 5.02(d).
GMACM: GMAC Mortgage, LLC, in its capacity as servicer under the GMACM
Servicing Agreement.
GMACM Servicing Agreement: Collectively, the Master Flow Sale and Servicing
Agreement, dated as of August 1, 2003, between BANA (as successor in interest to
BAMCC) and GMACM, as amended by (i) the Global Amendment to Sale and Servicing
Agreements, dated as of September 1, 2005, among GMACM, BANA and BAMCC, (ii) the
Regulation AB Compliance Addendum to the Master Flow Sale and Servicing
Agreement, dated as of January 1, 2006, between GMACM and BANA, and (iii) the
Assignment, Assumption and Recognition Agreement, dated May 31, 2007, by and
among BANA, the Depositor, the Trustee and GMACM.
GreenPoint: GreenPoint Mortgage Funding, Inc., in its capacity as servicer
under the GreenPoint Servicing Agreement.
GreenPoint Servicing Agreement: Collectively, (i) the Flow Sale and
Servicing Agreement, dated as of January 1, 2005, by and between BANA and
GreenPoint, (ii) that certain Amendment No. 1, dated as of May 1, 2005, by and
between the BANA and GreenPoint, (iii) that certain Regulation AB Compliance
Addendum to the Flow Sale and Servicing Agreements, dated as of January 1, 2006,
by and between BANA and GreenPoint, and (iv) the Assignment, Assumption and
Recognition Agreement, dated May 31, 2007, by and among BANA, the Depositor, the
Trustee and GreenPoint.
Group 1: The Group 1 Certificates.
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Group 1 Certificates: The Class 1-A-R, Class 1-A-1, Class 1-A-2 and Class
1-PO Certificates, each of which (other than the Class 1-A-R Certificate)
represents the corresponding Shifting Interest Upper-Tier Regular Interest for
purposes of the REMIC Provisions.
Group 1 Discount Mortgage Loan: A Group 1 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date less than 5.50% per annum.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1 hereto.
Group 2: The Group 2 Certificates.
Group 2 Certificates: The Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9, Class
2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-13, Class 2-A-14 and Class 2-A-15
Certificates, which represent the corresponding Shifting Interest Upper-Tier
Regular Interest for purposes of the REMIC Provisions and with respect to the
Class 2-A-10 Certificates, the right to receive amounts from the Class 2-A-10
Reserve Fund.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2 hereto.
Group 2 Priority Amount: For any Distribution Date the lesser of (i) the
aggregate Class Certificate Balance of the Class 2-A-1 and Class 2-A-2
Certificates for such Distribution Date and (ii) the product of (a) the Shift
Percentage, (b) the Group 2 Priority Percentage and (c) the Non-PO Principal
Amount for Loan Group 2.
Group 2 Priority Percentage: For any Distribution Date (i) the aggregate
Class Certificate Balance of the Class 2-A-1 and Class 2-A-2 Certificates for
such Distribution Date divided by (ii) the Pool Balance (Non-PO Portion) for
Loan Group 2.
Group 3: The Group 3 Certificates.
Group 3 Certificates: The Class 3-A-1, Class 3-A-2, Class 3-A-3 and Class
3-IO Certificates, each of which represents the corresponding Shifting Interest
Upper-Tier Regular Interest for purposes of the REMIC Provisions.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3 hereto.
Group 3 Premium Mortgage Loans: A Group 3 Mortgage Loan with a Net Mortgage
Interest Rate greater than or equal to 7.00%.
Group 4: The Group 4 Certificates.
Group 4 Certificates: The Class 4-A-1 and Class 4-A-2 Certificates, each of
which represents the corresponding Shifting Interest Upper-Tier Regular Interest
for purposes of the REMIC Provisions.
Group 4 Components: The Class 4-S-IO and Class 4-S-PO Components.
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Group 4 Discount Mortgage Loan: A Group 4 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date less than 5.50% per annum.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4 hereto.
Group 4 Premium Mortgage Loan: A Group 4 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date greater than or equal to 5.50%.
Group 5 Certificates: The Class 5-A-1, Class 5-A-2 and Class 5-A-3
Certificates, each of which represents the corresponding Shifting Interest
Upper-Tier Regular Interest for purposes of the REMIC Provisions.
Group 5 Components: The Class 5-S-IO and Class 5-S-PO Components.
Group 5 Discount Mortgage Loan: A Group 5 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date less than 5.50% per annum.
Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5 hereto.
Group 5 Premium Mortgage Loan: A Group 5 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date greater than or equal to 5.500%.
Group 5 Priority Amount: For any Distribution Date the lesser of (i) the
Class Certificate Balance of the Class 5-A-1 Certificates for such Distribution
Date and (ii) the product of (a) the Shift Percentage, (b) the Group 5 Priority
Percentage and (c) the Non-PO Principal Amount for Loan Group 5.
Group 5 Priority Percentage: For any Distribution Date (i) the Class
Certificate Balance of the Class 5-A-1 Certificates for such Distribution Date
divided by (ii) the Pool Balance (Non-PO Portion) for Loan Group 5.
Group 6 Certificates: The Class 6-A-1 Certificates, which represent the
corresponding Shifting Interest Upper-Tier Regular Interest for purposes of the
REMIC Provisions.
Group 6 Components: The Class 6-S-PO Components.
Group 6 Discount Mortgage Loan: A Group 6 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date less than 4.50% per annum.
Group 6 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-6 hereto.
Group 7: The Group 7 Certificates.
Group 7 Certificates: The Class 7-A-1 Certificates, which represent the
corresponding Shifting Interest Upper-Tier Regular Interest for purposes of the
REMIC Provisions.
Group 7 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-7 hereto.
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Group 8 Certificates: The Class 8-A-1 Certificates, which represent the
corresponding Shifting Interest Upper-Tier Regular Interest for purposes of the
REMIC Provisions.
Group 8 Components: The Class 8-S-IO Components.
Group 8 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-8 hereto.
Group 8 Premium Mortgage Loan: A Group 8 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date greater than or equal to 5.500%.
Group N: Collectively, Group 1, Group 2 and Group 3.
Group S: Collectively, Group 4, Group 5, Group 6, Group 7 and Group 8.
Group Subordinate Amount: With respect to any Distribution Date and any
Shifting Interest Loan Group, the excess of the Pool Principal Balance (Non-PO
Portion) for such Loan Group over the aggregate Class Certificate Balance of the
Senior Non-PO Certificates of the Related Group immediately prior to such date.
Group T2 Mortgage Loans: Each Mortgage Loan listed on Exhibit D-T2 hereto.
Group T2 Optional Termination Date: The first Distribution Date on which
all of the Group T2 Mortgage Loans and all related REO Property remaining in the
Trust Estate may be purchased pursuant to Section 10.01.
Group T2 Priority Amount: For any Distribution Date the lesser of (i) the
aggregate Class Certificate Balance of the Class T-A-5 and Class T-A-6
Certificates for such Distribution Date and (ii) the product of (a) the Group T2
Shift Percentage, (b) the Group T2 Priority Percentage and (c) the
Overcollateralized Senior Principal Distribution Amount.
Group T2 Priority Percentage: For any Distribution Date (i) the aggregate
Class Certificate Balance of the Class T-A-5 and Class T-A-6 Certificates for
such Distribution Date divided by (ii) the aggregate Class Certificate Balance
of the Senior Overcollateralized Certificates.
Group T2 Regular Interest: Any of the Uncertificated Lower-Tier II Regular
Interests, the Uncertificated Middle-Tier II Regular Interests, and the
Uncertificated Upper-Tier II Regular Interests.
Group T2 Shift Percentage: For any Distribution Date will be the percentage
indicated below:
Distribution Date Occurring In Percentage
------------------------------ ----------
June 2007 through May 2010 0%
June 2010 through May 2012 45%
June 2012 through May 2013 80%
June 2013 through May 2014 100%
June 2014 and thereafter 300%
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Holder: A Certificateholder.
Indenture: An indenture relating to the issuance of net interest margin
notes secured entirely or in part by all or a portion of the Class CE or Class P
Certificates, which may or may not be guaranteed by the NIMS Insurer.
Independent: When used with respect to any specified Person means such a
Person who (i) is in fact independent of the Depositor, the Trustee, 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. When used
with respect to any accountants, a Person who is "independent" within the
meaning of Rule 2-01(B) of the Commission's Regulation S-X.
Initial Class Certificate Balance: As to each Class of Certificates (other
than the Class S-PO and Interest Only Certificates), the Class Certificate
Balance set forth in the Preliminary Statement. The Interest Only Certificates
have no Initial Class Certificate Balance. The Initial Class Certificate Balance
of the Class S-PO Certificates is the sum of the Initial Component Balances of
the Class 4-S-PO, Class 5-S-PO and Class 6-S-PO Components.
Initial Component Balance: As to each PO Component, the Component Balance
set forth in the Preliminary Statement. The IO Components have no Initial
Component Balance.
Initial Component Notional Amount: As to each IO Component, the Component
Notional Amount set forth in the Preliminary Statement.
Initial Notional Amount: As to each Class of Interest Only Certificates
(other than the Class S-IO Certificates), the Notional Amount set forth in the
Preliminary Statement. As to the Class S-IO Certificates, the sum of the Initial
Component Notional Amounts of the IO Components.
Initial Overcollateralization Amount: $3,795,971.00.
Insurance Policy: With respect to any Mortgage Loan included in the Trust
Estate, any Primary Mortgage Insurance Policy or any other insurance policy
(including any policy covering any Mortgage Loan or Mortgaged Property,
including without limitation, any hazard insurance policy required pursuant to
Section 3.12, any title insurance policy described in Section 2.01 and any
Federal Housing Administration insurance policies and Department of Veterans
Affairs insurance policies), including all riders and endorsements thereto in
effect, including any replacement policy or policies for any Insurance Policies.
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Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance
Policy, in each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class of
interest-bearing Shifting Interest Certificates (other than the Class 2-A-10,
Class 3-A-1, Class 3-A-2, Class 3-A-3 and Class S-IO Certificates), the Class
T-A-1B, Class T-A-3, Class T-A-5, Class T-A-6 and Class CE Certificates and each
IO Component, 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 Floating Rate Certificates, the period from and
including the Distribution Date in the prior month (or in the case of the
initial Distribution Date, (i) May 25, 2007 for the Class 2-A-10, Class 3-A-1,
Class 3-A-2 and Class 3-A-3 Certificates and (ii) the Closing Date for the Class
T-A-1A, Class T-A-2, Class T-A-4, Class T-A-7, Class T-A-P1, Class T-A-P2, Class
T-M-1, Class T-M-2, Class T-M-3, Class T-M-4 and Class T-M-5 Certificates) and
ending on the day prior to the current Distribution Date.
Interest Carryforward Amount: For any Class of Overcollateralized
Certificates (other than the Class CE and Class P Certificates) and any
Distribution Date, the sum of (a) the excess, if any, of the Overcollateralized
Accrued Certificate Interest for such Distribution Date over the amount in
respect of interest actually distributed on such Class for such Distribution
Date, (b) any remaining unpaid Interest Carryforward Amount from prior
Distribution Dates and (c) interest on such remaining Interest Carryforward
Amount referred to in clause (b) at the applicable Certificate Interest Rate for
the related Interest Accrual Period.
Interest Distribution Amount: For any Distribution Date and each Class of
interest-bearing Shifting Interest Certificates (other than the Class S-IO
Certificates), the sum of (i) Shifting Interest Accrued Certificate Interest,
subject to reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid
Interest Shortfall for such Class. For any Distribution Date and the Class S-IO
Certificates, the sum of the Component Interest Distribution Amounts for the IO
Components.
Interest Only Certificates: The Class 2-A-4, Class 3-A-3, Class 3-IO, Class
4-A-2 and Class S-IO Certificates.
Interest Percentage: With respect to any Class of Offered
Overcollateralized Certificates and any Distribution Date, the ratio (expressed
as a decimal carried to six places) of the Overcollateralized Accrued
Certificate Interest for such Class to the sum of the Overcollateralized Accrued
Certificate Interest for all Classes of Offered Overcollateralized Certificates
with respect to such Distribution Date, without regard to Relief Act Reductions.
Interest Rate: As set forth in the Preliminary Statement.
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Interest Rate Cap Agreement: The Class 2-A-10 Interest Rate Cap Agreement
or the Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement, as the case may
be.
Interest Rate Swap Agreement 1: The 1992 ISDA Master Agreement
(Multicurrency-Cross Border), dated as of May 31, 2007 (together with the
schedule thereto, the "Master Agreement"), between Bank of America, National
Association, as Swap Provider and the Supplemental Interest Trust Trustee, and a
confirmation and credit support annex of the same date, which supplement and
form part of the Master Agreement, the form of which has been attached hereto as
Exhibit U-1. Interest Rate Swap Agreement 1 shall not be an asset of any REMIC
formed under this Agreement.
Interest Rate Swap Agreement 2: The 1992 ISDA Master Agreement
(Multicurrency-Cross Border), dated as of May 31, 2007 (together with the
schedule thereto, the "Master Agreement"), between The Bank of New York, as Swap
Provider and the Supplemental Interest Trust Trustee, and a confirmation and
credit support annex of the same date, which supplement and form part of the
Master Agreement, the form of which has been attached hereto as Exhibit U-2.
Interest Rate Swap Agreement 2 shall not be an asset of any REMIC formed under
this Agreement.
Interest Rate Swap Agreement: Any of Interest Rate Swap Agreement 1 or
Interest Rate Swap Agreement 2.
Interest Remittance Amount: As of any Distribution Date, (A) the sum,
without duplication, of (i) all interest collected or advanced with respect to
the related Collection Period on the Group T2 Mortgage Loans received by the
related Servicers on or prior to the Determination Date for such Distribution
Date (less the Administrative Fees for the Group T2 Mortgage Loans, certain
amounts available for reimbursement of Advances with respect to the Group T2
Mortgage Loans and certain other reimbursable expenses and indemnities pursuant
to this Agreement and the Servicing Agreements), (ii) all Compensating Interest
paid by the Servicers for such Distribution Date with respect to the Group T2
Mortgage Loans, (iii) the portion of any payment in connection with any
Principal Prepayment, Substitution Adjustment Amount, Repurchase Price,
Insurance Proceeds or Liquidation Proceeds relating to interest with respect to
the Group T2 Mortgage Loans received during the related Prepayment Period, (iv)
any Reimbursement Amounts received with respect to the Group T2 Mortgage Loans
during the related Prepayment Period and (v) on the Distribution Date on which
the Group T2 Mortgage Loans and related REO Property are purchased in accordance
with Section 10.01 hereof, that portion of the purchase price therefor in
respect of interest less (B) any amounts payable to the Swap Providers
(including any Net Swap Payments and any Swap Termination Payments owed to the
Swap Providers, other than a Defaulted Swap Termination Payment).
IO Components: The Class 4-S-IO, Class 5-S-IO and Class 8-S-IO Components.
LIBOR Business Day: Any day on which banks in London, England and New York
City are open and conducting transactions in foreign currency and exchange.
LIBOR Determination Date: With respect to each class of Certificates whose
Certificate Interest Rate is based on One-Month LIBOR, for each Distribution
Date beginning with the second Distribution Date, the second LIBOR Business Day
prior to the immediately preceding Distribution Date.
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Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
related Prepayment Period and as to which the 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.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4,
Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group T2, Loan
Group N or Loan Group S.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan Group 5: The Group 5 Mortgage Loans.
Loan Group 6: The Group 6 Mortgage Loans.
Loan Group 7: The Group 7 Mortgage Loans.
Loan Group 8: The Group 8 Mortgage Loans.
Loan Group N: Collectively, Loan Group 1, Loan Group 2 and Loan Group 3.
Loan Group N Applicable Percentage: For each Group N Mortgage Loan in Loan
Group 1, Loan Group 2 or Loan Group 3, the percentages set forth as follows:
(a) Group N Mortgage Loans with Net Mortgage Interest Rates less than or
equal to 5.500%:
Principal payments due on the Group N Mortgage Loans with Net Mortgage
Interest Rates less than or equal to 5.500% shall be allocated to Loan Group 1.
The Applicable Percentage for each such Group N Mortgage Loan and Loan
Group 1 is 100%.
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(b) Group N Mortgage Loans with Net Mortgage Interest Rates greater than
5.500% but less than 6.000%:
Principal due on the Group N Mortgage Loans with Net Mortgage Interest
Rates greater than 5.500% but less than 6.000% shall be allocated between Loan
Group 1 and Loan Group 2 based upon the Applicable Percentage.
The Applicable Percentage for the principal portion of each such Group N
Mortgage Loan contributing to Loan Group 1 is equal to (a) 6.000% minus the
related Net Mortgage Interest Rate of such Group N Mortgage Loan divided by (b)
0.500% and the Loan Group N Applicable Percentage for the portion of each such
Group N Mortgage Loan contributing to Loan Group 2 is equal to (a) 100% less
(b)(x) 6.000% minus the related Net Mortgage Interest Rate for such Group N
Mortgage Loan divided by (y) 0.500%.
(c) Group N Mortgage Loans with Net Mortgage Interest Rates equal to
6.000%:
Principal payments due on the Group N Mortgage Loans with Net Mortgage
Interest Rates equal to 6.000% shall be allocated to Loan Group 2.
The Applicable Percentage for each such Group N Mortgage Loan and Loan
Group 2 is 100%.
(d) Group N Mortgage Loans with Net Mortgage Interest Rates greater than
6.000% but less than 7.000%:
Principal payments due on the Group N Mortgage Loans with Net Mortgage
Interest Rates greater than 6.000% but less than 7.000% shall be allocated
between Loan Group 2 and Loan Group 3 based upon the Applicable Percentage.
The Applicable Percentage for the principal portion of each such Group N
Mortgage Loan contributing to Loan Group 2 is equal to (i) 7.000% minus the
related Net Mortgage Interest Rate for such Group N Mortgage Loan divided by
(ii) 1.000%, and the Loan Group N Applicable Percentage for the portion of each
such Group N Mortgage Loan contributing to Loan Group 3 is equal to (a) 100%
less (b) (x) 7.000% minus the related Net Mortgage Interest Rate for such Group
N Mortgage Loan divided by (y) 1.000%.
(e) Group N Mortgage Loans with Net Mortgage Interest Rates greater than or
equal to 7.000%
Principal payments due on the Group N Mortgage Loans with Net Mortgage
Interest Rates greater than or equal to 7.000% shall be allocated to Loan Group
3.
The Applicable Percentage for each such Group N Mortgage Loan and Loan
Group 3 is 100%.
Loan Group S: Collectively, Loan Group 4, Loan Group 5, Loan Group 6, Loan
Group 7 and Loan Group 8.
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Loan Group T2: The Group T2 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the outstanding principal balance of the related Mortgage Loan at origination
and the denominator of which is the Appraised Value of the related Mortgaged
Property.
Losses: As defined in Section 5.11.
Lower-Tier II Certificate Sub-Account: The sub-account of the Certificate
Account designated by the Securities Administrator pursuant to Section 3.09(h).
Lower-Tier II REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Group T2 Mortgage Loans, such amounts as shall be held in
the Lower-Tier II Certificate Sub-Account, the insurance policies, if any,
relating to a Group T2 Mortgage Loan and property which secured a Group T2
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure. The Lower-Tier II REMIC will not include the Servicer Prepayment
Charge Payment Amounts, the Cap Carryover Reserve Account, the Supplemental
Interest Trust, the Interest Rate Swap Agreements, the Swap Account, the Class
T-A-4 and Class T-A-7 Interest Rate Cap Agreement and the Class T-A-4 and Class
T-A-7 Reserve Fund.
LPMI Policy: A lender-paid primary mortgage insurance policy.
LPMI Premium Rate: With respect to each Mortgage Loan covered by an LPMI
Policy, as set forth in the applicable Mortgage Loan Schedule.
Marker Rate: With respect to the Class CE Upper-Tier II Regular Interest
and any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the Uncertificated Middle-Tier II REMIC Pass-Through Rates for the
Middle-Tier II Corresponding Marker Interests and the Class MRII-ZZ Interest,
(i) with the rate on each such Middle-Tier II Corresponding Marker Interest
subject to a cap equal to the lesser of (a) the Pass-Through Rate of its
Corresponding Class of Certificates and (b) the Upper-Tier II REMIC Net WAC Cap
for the purposes of this calculation and (ii) with the rate on the Class MRII-ZZ
Interest subject to a cap of zero for the purpose of this calculation; provided,
however, that for this purpose, calculations of the Uncertificated Middle-Tier
II REMIC Pass-Through Rate and the related caps with respect to the Class
MRII-A1A, Class MRII-A2, Class MRII-A4, Class MRII-A7, Class MRII-AP1, Class
MRII-AP2, Class MRII-M1, Class MRII-M2, Class MRII-M3, Class MRII-M4 and Class
MRII-M5 Interests shall be multiplied by 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.
Master Servicer: Xxxxx Fargo Bank, N.A., and any successors-in-interest
and, if a successor master servicer is appointed hereunder, such successor, as
master servicer.
Master Servicer Custodial Account: The Eligible Account created and
maintained by the Master Servicer pursuant to Section 3.09(c) in the name of the
Master Servicer for the benefit of the Certificateholders and designated "Xxxxx
Fargo Bank, N.A., as Master Servicer, in trust for the registered holders of
Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series
2007-4."
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Master Servicer Custodial Account Reinvestment Income: For each
Distribution Date, all income and gain net of any losses realized since the
preceding Distribution Date from Permitted Investments of funds in the Master
Servicer Custodial Account.
Master Servicer's Certificate: The monthly report required by Section 4.01.
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 and the Trustee 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.
Maximum MRII-ZZ Uncertificated Accrued Interest Deferral Amount: With
respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated Middle-Tier II REMIC Pass-Through Rate applicable to the Class
MRII-ZZ Interest for such Distribution Date on a balance equal to the
Uncertificated Balance of the Class MRII-ZZ Interest minus the Middle-Tier II
REMIC Overcollateralized Amount, in each case for such Distribution Date, over
(b) Uncertificated Accrued Interest on the Middle-Tier II Corresponding Marker
Interests, with the rate on each such Middle-Tier II Corresponding Marker
Interest subject to a cap equal to the lesser of (i) the Pass-Through Rate of
the Corresponding Class of Certificates and (ii) the Upper-Tier II REMIC Net WAC
Cap for the purposes of this calculation; provided, however, that for this
purpose, calculations of the Uncertificated Middle-Tier II REMIC Pass-Through
Rate and the related caps with respect to Uncertificated Accrued Interest on the
Class MRII-A1A, Class MRII-A2, Class MRII-A4, Class MRII-A7, Class MRII-AP1,
Class MRII-AP2, Class MRII-M1, Class MRII-M2, Class MRII-M3, Class MRII-M4, and
Class MRII-M5 Interests shall be multiplied by 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.
MERS: As defined in Section 2.01(b)(iii).
Mezzanine Certificates: The Class T-M-1, Class T-M-2, Class T-M-3, Class
T-M-4 and Class T-M-5 Certificates, each of which represents (i) the
corresponding Upper-Tier II Regular Interest for purposes of the REMIC
Provisions, (ii) the right to receive the related Cap Carryover Amounts and
(iii) the obligation to pay the Class IO Distribution Amount.
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Middle-Tier II Certificate Sub-Account: The sub-account of the Certificate
Account designated by the Securities Administrator pursuant to Section 3.09(h).
Middle-Tier II Corresponding Marker Interests: The Class MRII-A1A Interest,
Class MRII-A1B Interest, Class MRII-A2 Interest, Class MRII-A3 Interest, Class
MRII-A4 Interest, Class MRII-A5 Interest, Class MRII-A6 Interest, Class MRII-A7
Interest, Class MRII-AP1 Interest, Class MRII-AP2 Interest, Class MRII-M1
Interest, Class MRII-M2 Interest, Class MRII-M3 Interest, Class MRII-M4 Interest
and Class MRII-M5 Interest.
Middle-Tier II REMIC: As defined in the Preliminary Statement, the assets
of which consist of the Uncertificated Lower-Tier II Regular Interests and such
amounts as shall be deemed held in the Middle-Tier II Certificate Sub-Account.
Middle-Tier II REMIC Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Group T2 Mortgage Loans and related REO
Properties then outstanding and (ii) the Uncertificated Middle-Tier II REMIC
Pass-Through Rate for the Class MRII-AA Interest minus the Marker Rate, divided
by (b) 12.
Middle-Tier II REMIC Overcollateralization Target Amount: 1.00% of the
Targeted Overcollateralization Amount.
Middle-Tier II REMIC Overcollateralized Amount: With respect to any date of
determination, (i) 1.00% of the aggregate Uncertificated Balances of the
Uncertificated Middle-Tier II Regular Interests minus (ii) the aggregate of the
Uncertificated Balances of the Middle-Tier II Corresponding Marker Interests and
1.00% of the Class MRII-P Interest, in each case as of such date of
determination.
Middle-Tier II REMIC Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Group T2 Mortgage Loans and related REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate of the Uncertificated Balances of the Middle-Tier II Corresponding
Marker Interests, and the denominator of which is the aggregate of the
Uncertificated Balances of the Middle-Tier II Corresponding Marker Interests and
the Class MRII-ZZ Interest.
Monthly Excess Cashflow Amount: For any Distribution Date, the sum of the
Monthly Excess Interest Amount for such Distribution Date (reduced by amounts
paid as part of the Principal Distribution Amount), the Overcollateralization
Release Amount for such Distribution Date and (without duplication) any portion
of the Principal Distribution Amount remaining after principal distributions on
the Offered Overcollateralized Certificates on such Distribution Date.
Monthly Excess Interest Amount: With respect to each Distribution Date, the
amount, if any, by which the Interest Remittance Amount for such Distribution
Date exceeds the sum of the aggregate amount distributed on such Distribution
Date to the Overcollateralized Certificates pursuant to Section 5.03(a)
priorities first through seventh.
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Monthly Payment: The scheduled monthly payment on a Mortgage Loan due on
any Due Date allocable to principal and/or interest on such Mortgage Loan which,
unless otherwise specified herein, shall give effect to any related Debt Service
Reduction and any Deficient Valuation that affect the amount of the monthly
payment due on such Mortgage Loan.
Monthly Statement: As defined in Section 5.05(b).
Moody's: Xxxxx'x Investors Service, Inc. or any successor thereto.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on a Mortgaged Property securing a Mortgage Note or creating a first lien
on a leasehold interest.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate of
interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the provisions of the related Mortgage Note.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated May 31, 2007, between BANA, as seller, and the Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the related 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 X-0, Xxxxxxx X-0, Xxxxxxx X-0, Exhibit D-4, Exhibit D-5, Exhibit X-0,
Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit D-T2 setting forth the following
information with respect to each Mortgage Loan: (i) the Mortgage Loan
identifying number; (ii) a code indicating whether the Mortgaged Property is
owner-occupied; (iii) the property type for each Mortgaged Property; (iv) the
original months to maturity or the remaining months to maturity from the Cut-off
Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage Interest
Rate; (vii) the date on which the first Monthly Payment was due on the Mortgage
Loan, and, if such date is not the Due Date currently in effect, such Due Date;
(viii) the stated maturity date; (ix) the amount of the Monthly Payment as of
the Cut-off Date; (x) the paid-through date; (xi) the original principal amount
of the Mortgage Loan; (xii) the principal balance of the Mortgage Loan as of the
close of business on the Cut-off Date, after application of payments of
principal due on or before the Cut-off Date, whether or not collected, and after
deduction of any payments collected of scheduled principal due after the Cut-off
Date; (xiii) a code indicating the purpose of the Mortgage Loan; (xiv) a code
indicating the documentation style; (xv) a code indicating the initial Servicer;
(xvi) the Appraised Value; (xvii) the closing date of the Mortgage Loan; (xviii)
a code indicating whether the Mortgage Loan has a Prepayment Charge; (xix) the
Servicing Fee Rate; (xx) the LPMI Fee Rate, if any and (xxi) the Applicable
Percentage, if applicable. With respect to the Mortgage Loans in the aggregate,
the Mortgage Loan Schedule shall set forth the following information, as of the
Cut-off Date: (i) the number of Mortgage Loans; (ii) the current aggregate
outstanding principal balance of the Mortgage Loans; (iii) the weighted average
Mortgage Interest Rate of the Mortgage Loans; and (iv) the weighted average
months to maturity of the Mortgage Loans.
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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.
National City: National City Mortgage Co., in its capacity as servicer
under the National City Servicing Agreement.
National City Servicing Agreement: Collectively, the Master Seller's
Warranties and Servicing Agreement, dated as of September 1, 2003, by and
between BANA (as successor in interest to BAMCC) and National City, as amended
by (i) Amendment No. 1, dated as of July 1, 2004, by and among BAMCC, National
City and BANA, (ii) the Master Assignment, Assumption and Recognition Agreement,
dated as of July 1, 2004, by and among BAMCC, National City, BANA and Wachovia
Bank, National Association, (iii) Amendment No. 2, dated as of October 1, 2004,
by and between National City and BANA, (iv) Amendment No. 3, dated as of August
11, 2005, by and between National City and BANA, (v) that certain Regulation AB
Compliance Addendum to the Master Seller's Warranties and Servicing Agreement,
dated as of January 1, 2006, by and between National City and BANA, and (vi) the
Assignment, Assumption and Recognition Agreement, dated May 31, 2007, by and
among BANA, the Depositor, the Trustee and National City.
Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution Date,
such Mortgage Loan's Mortgage Interest Rate thereon on the first day of the
calendar month preceding the month of such Distribution Date reduced by the
applicable Administrative Fee Rate for such Mortgage Loan.
Net Swap Payment: With respect to each Interest Rate Swap Agreement and any
Distribution Date, any net payment (other than a Swap Termination Payment)
payable by the Supplemental Interest Trust to the related Swap Provider on the
related Fixed Rate Payer Payment Date (as defined in such Interest Rate Swap
Agreement).
Net Swap Receipt: With respect to each Interest Rate Swap Agreement and any
Distribution Date, any net payment (other than a Swap Termination Payment) made
by the applicable Swap Provider to the Supplemental Interest Trust on the
related Floating Rate Payer Payment Date (as defined in such Interest Rate Swap
Agreement), or any amount withdrawn from the Swap Account that is required to be
treated as a Net Swap Receipt for purposes of determining the distributions from
the Supplemental Interest Trust.
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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).
NIMS Insurer: Any insurer that is guaranteeing certain payments under notes
secured by collateral which includes all or a portion of the Class CE or Class P
Certificates.
NMWHFIT: shall mean a "Non-Mortgage Widely Held Fixed Investment Trust" as
that term is defined in Treasury Regulations ss. 1.671-5(b)(12) or successor
provisions.
Non-PO Percentage: As to any Group 1 Discount Mortgage Loan, Group 4
Discount Mortgage Loan or Group 5 Discount Mortgage Loan, a fraction (expressed
as a percentage), the numerator of which is the Net Mortgage Interest Rate as of
the Cut-off Date of such Mortgage Loan and the denominator of which is 5.500%.
As to any Group 6 Discount Mortgage Loan, a fraction (expressed as a
percentage), the numerator of which is the Net Mortgage Interest Rate as of the
Cut-off Date of such Mortgage Loan and the denominator of which is 4.500%. As to
any Shifting Interest Mortgage Loan that is not a Discount Mortgage Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date and any Shifting
Interest Loan Group (other than Loan Group 4 or Loan Group 5), the sum of (i)
the sum of the applicable Non-PO Percentage of (a) the Applicable Percentage of
the principal portion of each Monthly Payment due on each Mortgage Loan
contributing to, or in, such Shifting Interest Loan Group on the related Due
Date (net of unreimbursed Advances and other amounts as to which the related
Servicer is entitled to be reimbursed pursuant to the applicable Servicing
Agreement), (b) the Applicable Percentage of the Stated Principal Balance, as of
the date of repurchase, of (i) each Mortgage Loan contributing to, or in, such
Shifting Interest Loan Group that was repurchased by a Servicer pursuant to the
applicable Servicing Agreement as of such Distribution Date, (ii) each Mortgage
Loan contributing to, or in, such Shifting Interest Loan Group repurchased by
the Sponsor pursuant to the Mortgage Loan Purchase Agreement or a Purchase
Obligation as of such Distribution Date, (iii) each Mortgage Loan contributing
to, or in, such Shifting Interest Loan Group repurchased by the Depositor
pursuant to Section 2.04, (iv) each Mortgage Loan contributing to, or in, such
Shifting Interest Loan Group purchased by the Master Servicer pursuant to
Section 10.01 and (v) each Mortgage Loan contributing to, or in, such Shifting
Interest Loan Group purchased by the related originator as set forth in Section
2.02, (c) the Applicable Percentage of any Substitution Adjustment Amount (net
of unreimbursed Advances and other amounts as to which the related Servicer is
entitled to be reimbursed pursuant to the applicable Servicing Agreement) in
connection with a Defective Mortgage Loan contributing to, or in, such Shifting
Interest Loan Group received during the related Prepayment Period, (d) the
Applicable Percentages of any Liquidation Proceeds other than amounts to which
the related Servicer is entitled to be reimbursed pursuant to the applicable
Servicing Agreement allocable to recoveries of principal of Mortgage Loans
contributing to, or in, such Shifting Interest Loan Group that are not yet
Liquidated Mortgage Loans received by a Servicer during the related Prepayment
Period, (e) with respect to each Mortgage Loan contributing to, or in, such
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Shifting Interest Loan Group that became a Liquidated Mortgage Loan during the
related Prepayment Period, the Applicable Percentage of the amount of
Liquidation Proceeds (excluding Excess Proceeds) allocable to principal received
by a Servicer with respect to such Mortgage Loan during such period and (f) the
Applicable Percentages of all Principal Prepayments on the Mortgage Loans
contributing to, or in, such Shifting Interest Loan Group received by a Servicer
during the related Prepayment Period; and (ii) any Non-PO Recovery with respect
to such Loan Group for such Distribution Date.
As to any Distribution Date and Loan Group 4 or Loan Group 5, the sum of
(i) the sum of the applicable Non-PO Percentage of (a) the principal portion of
each Monthly Payment due on each Mortgage Loan in such Shifting Interest Loan
Group on the related Due Date (net of unreimbursed Advances and other amounts as
to which the related Servicer is entitled to be reimbursed pursuant to the
applicable Servicing Agreement), (b) the Stated Principal Balance, as of the
date of repurchase, of (i) each Mortgage Loan in such Shifting Interest Loan
Group that was repurchased by a Servicer pursuant to the applicable Servicing
Agreement as of such Distribution Date, (ii) each Mortgage Loan in such Shifting
Interest Loan Group repurchased by the Sponsor pursuant to the Mortgage Loan
Purchase Agreement or a Purchase Obligation as of such Distribution Date, (iii)
each Mortgage Loan in such Shifting Interest Loan Group repurchased by the
Depositor pursuant to Section 2.04, (iv) each Mortgage Loan in such Shifting
Interest Loan Group purchased by the Master Servicer pursuant to Section 10.01
and (v) each Mortgage Loan in such Shifting Interest Loan Group purchased by the
related originator as set forth in Section 2.02, (c) any Substitution Adjustment
Amount (net of unreimbursed Advances and other amounts as to which the related
Servicer is entitled to be reimbursed pursuant to the applicable Servicing
Agreement) in connection with a Defective Mortgage Loan in such Shifting
Interest Loan Group received during the related Prepayment Period, (d) any
Liquidation Proceeds other than amounts to which the related Servicer is
entitled to be reimbursed pursuant to the applicable Servicing Agreement
allocable to recoveries of principal of Mortgage Loans in such Shifting Interest
Loan Group that are not yet Liquidated Mortgage Loans received by a Servicer
during the related Prepayment Period, (e) with respect to each Mortgage Loan in
such Shifting Interest Loan Group that became a Liquidated Mortgage Loan during
the related Prepayment Period, the amount of Liquidation Proceeds (excluding
Excess Proceeds) allocable to principal received by a Servicer with respect to
such Mortgage Loan during such period and (f) all Principal Prepayments on the
Mortgage Loans in such Shifting Interest Loan Group received by a Servicer
during the related Prepayment Period; and (ii) any Non-PO Recovery with respect
to such Loan Group for such Distribution Date.
Non-PO Recovery: As to any Distribution Date and any Shifting Interest Loan
Group, the amount of all Recoveries with respect to such Shifting Interest Loan
Group during the related Prepayment Period less the PO Recovery with respect to
such Loan Group for such Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date and (i) Loan
Group N, the amount, if any, by which the aggregate of Prepayment Interest
Shortfalls related to the Shifting Interest Mortgage Loans in Loan Group N
exceeds the aggregate Compensating Interest for the Shifting Interest Mortgage
Loans in Loan Group N for such Distribution Date and (ii) Loan Group S, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls related
to the Shifting Interest Mortgage Loans in Loan Group S exceeds the aggregate
Compensating Interest for the Shifting Interest Mortgage Loans in Loan Group S
for such Distribution Date.
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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.
North Fork Assignment Agreements: The various Assignment, Assumption and
Recognition Agreements, each dated March 20, 2007, among North Fork Bank, the
applicable originator and BANA.
Notional Amount: With respect to the Class 2-A-4 Certificates and any date
of determination, the Class 2-A-4 Notional Amount. With respect to the Class
3-A-3 Certificates and any date of determination, the Class 3-A-3 Notional
Amount. With respect to the Class 3-IO Certificates and any date of
determination, the Class 3-IO Notional Amount. With respect to the Class 4-A-2
Certificates and any date of determination, the Class 4-A-2 Notional Amount.
With respect to the Class 4-S-IO Component, the Class 4-S-IO Interest, the Class
MRI-4-IO Interest and the Class 4-LIO Interest and any date of determination,
the Class 4-S-IO Notional Amount. With respect to the Class 5-S-IO Component,
the Class 5-S-IO Interest, the Class MRI-5-IO Interest and the Class 5-LIO
Interest and any date of determination, the Class 5-S-IO Notional Amount. With
respect to the Class 8-S-IO Component, the Class 8-S-IO Interest, the Class
MRI-8-IO Interest and the Class 8-LIO Interest and any date of determination,
the Class 8-S-IO Notional Amount. With respect to the Class S-IO Certificates
and any date of determination, the Class S-IO Notional Amount. With respect to
the Class CE Upper-Tier II Interest and the Class CE Certificates and any date
of determination, a notional amount equal to the then aggregate Uncertificated
Balances of the Uncertificated Middle-Tier II Interests other than the Class
MRII-P Interest and any Swap IO Regular Interests.
NYCEMA: A New York Consolidation, Extension and Modification Agreement.
Offered Certificates: The Senior, Class N-M, Class N-B-1, Class N-B-2,
Class N-B-3, Class S-B-1, Class S-B-2, Class S-B-3 and Mezzanine Certificates.
Offered Overcollateralized Certificates: The Class X-X-0X, X-X-0X, X-X-0,
X-X-0, X-X-0, X-X-0, X-X-0, T-A-7, T-A-P1, Class T-A-P2, T-M-1, T-M-2, T-M-3,
T-M-4 and T-M-5 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 required in this Agreement.
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One-Month LIBOR: As to any Distribution Date, the arithmetic mean of London
Interbank offered rate quotations for one-month U.S. Dollar deposits, as
determined by the Securities Administrator in accordance with Section 5.10.
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 any REMIC created hereunder as a
REMIC or compliance with the REMIC Provisions must be an opinion of Independent
counsel.
Original Fractional Interest: With respect to each of the following Classes
of Shifting Interest Subordinated Certificates, the corresponding percentage
described below, as of the Closing Date:
Class N-M 3.15%
Class N-B-1 1.90%
Class N-B-2 1.25%
Class N-B-3 0.85%
Class N-B-4 0.50%
Class N-B-5 0.20%
Class N-B-6 N/A
Class S-B-1 0.61%
Class S-B-2 0.40%
Class S-B-3 0.25%
Class S-B-4 0.15%
Class S-B-5 0.10%
Class S-B-6 N/A
Original Subordinate Principal Balance: With respect to the Class N-M and
Class N-B Certificates, $17,817,096, and with respect to the Class S-B
Certificates, $4,126,970.
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.
Overcollateralization Amount: As of any Distribution Date, the excess, if
any, of (x) the aggregate Stated Principal Balance of the Group T2 Mortgage
Loans as of the last day of the related Collection Period over (y) the aggregate
Class Certificate Balance of all Classes of Overcollateralized Certificates
(after taking into account all distributions of principal on such Distribution
Date and the increase of any Class Certificate Balance of a Class of
Overcollateralized Certificates as a result of Recoveries related to the Group
T2 Mortgage Loans).
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Overcollateralization Deficiency: As of any Distribution Date, the excess,
if any, of (x) the Targeted Overcollateralization Amount for such Distribution
Date over (y) the difference (which may be negative) between (i) the aggregate
Stated Principal Balance of the Group T2 Mortgage Loans as of the last day of
the related Collection Period and (ii) the aggregate Class Certificate Balance
of all Classes of Overcollateralized Certificates (after taking into account the
reduction on such Distribution Date of the Class Certificate Balances of all
Classes of Overcollateralized Certificates resulting from the distribution of
the Principal Distribution Amount (but not the Extra Principal Distribution
Amount) on such Distribution Date, but prior to taking into account any Applied
Realized Loss Amounts on such Distribution Date).
Overcollateralization Release Amount: With respect to any Distribution Date
on or after the Stepdown Date on which a Trigger Event is not in effect, the
lesser of (x) the Principal Remittance Amount for such Distribution Date and (y)
the excess, if any, of (i) the Overcollateralization Amount for such
Distribution Date, assuming that 100% of the Principal Remittance Amount is
applied as a principal payment on the Overcollateralized Certificates on such
Distribution Date over (ii) the Targeted Overcollateralization Amount for such
Distribution Date. With respect to any Distribution Date on which a Trigger
Event is in effect, the Overcollateralization Release Amount will be zero.
Overcollateralized Accrued Certificate Interest: For any Distribution Date
and each Class of Overcollateralized Certificates, one month's interest accrued
during the related Interest Accrual Period at the applicable Certificate
Interest Rate on the applicable Class Certificate Balance minus such Class'
Interest Percentage of Relief Act Reductions related to any Group T2 Mortgage
Loan for such Distribution Date.
Overcollateralized Certificates: The Class T-A-1A, Class T-A-1B, Class
T-A-2, Class T-A-3, Class T-A-4, Class T-A-5, Class T-A-6, Class T-A-7, Class
T-A-P1, Class T-A-P2, Class T-M-1, Class T-M-2, Class T-M-3, Class T-M-4, Class
T-M-5, Class CE and Class P Certificates.
Overcollateralized Senior Principal Distribution Amount: As of any
Distribution Date (i) before the Stepdown Date or as to which a Trigger Event is
in effect, the Principal Distribution Amount and (ii) on or after the Stepdown
Date and as long as a Trigger Event is not in effect, the excess of (a) the
aggregate Class Certificate Balance of the Senior Overcollateralized
Certificates immediately prior to such Distribution Date over (b) the lesser of
(x) the product of (1) 86.60% and (2) the aggregate Stated Principal Balance of
the Group T2 Mortgage Loans as of the last day of the related Collection Period
and (y) the amount by which the aggregate Stated Principal Balance of the Group
T2 Mortgage Loans as of the last day of the related Collection Period exceeds
the product of (1) 0.35% and (2) the aggregate Stated Principal Balance of the
Group T2 Mortgage Loans as of the Cut-off Date.
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.
PAC Certificates: The Class 2-A-3, Class 2-A-5, Class 2-A-6, Class 2-A-7,
Class 2-A-8 and Class 0-X-0 Xxxxxxxxxxxx.
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XXX Xxxxxxxxx Xxxxxx: As to any Distribution Date and the PAC Certificates,
the amount, if any, that would reduce the aggregate Class Certificate Balance of
the PAC Certificates to the applicable balance shown in the applicable table set
forth in Exhibit W with respect to such Distribution Date.
Pass-Through Rate: With respect to each Distribution Date and any Class of
interest-bearing Certificates (other than the Class S-IO and Class CE
Certificates) and the IO Components, the per annum rate set forth or described
in the Preliminary Statement. With respect to each Distribution Date and the
Uncertificated Shifting Interest Lower-Tier Regular Interests, the
Uncertificated Shifting Interest Lower-Tier REMIC Pass-Through Rate. With
respect to each Distribution Date and the Uncertificated Shifting Interest
Middle-Tier Regular Interests, the Uncertificated Shifting Interest Middle-Tier
REMIC Pass-Through Rate. With respect to each Distribution Date and the
Uncertificated Lower-Tier II Regular Interests, the Uncertificated Lower-Tier II
REMIC Pass-Through Rate. With respect to each Distribution Date and the
Uncertificated Middle-Tier II Regular Interests, the Uncertificated Middle-Tier
II REMIC Pass-Through Rate. With respect to each Distribution Date and the
Upper-Tier II Regular Interests (other than the Class CE Upper-Tier II Regular
Interest and any Swap IO Regular Interest), the Uncertificated Upper-Tier II
REMIC Pass-Through Rate.
With respect to the Class CE Upper-Tier II Regular Interest and any
Distribution Date, a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts calculated pursuant
to clauses (A) through (D) below, and the denominator of which is the aggregate
of the Uncertificated Balances of the Class MRII-AA Interest, the Middle-Tier II
Corresponding Marker Interests and the Class MRII-ZZ Interest. For purposes of
calculating the Pass-Through Rate for the Class CE Upper-Tier II Regular
Interest, the numerator is equal to the sum of the following components:
(A) the Uncertificated Middle-Tier II REMIC Pass-Through Rate for
the Class MRII-AA Interest minus the Marker Rate, applied to an amount
equal to the Uncertificated Balance of the Class MRII-AA Interest;
(B) the Uncertificated Middle-Tier II REMIC Pass-Through Rate for
each Middle-Tier II Corresponding Marker Interest, in each case minus
the Marker Rate, applied in each case to an amount equal to the
respective Uncertificated Balance of each such Middle-Tier II
Corresponding Marker Interest;
(C) the Uncertificated Middle-Tier II REMIC Pass-Through Rate for
the Class MRII-ZZ Interest minus the Marker Rate, applied to an amount
equal to the Uncertificated Balance of the Class MRII-ZZ Interest; and
(D) 100% of the Uncertificated Accrued Interest on the Class
MRII-P Interest.
With respect to the Class CE Certificates and any Distribution Date, the
Class CE Certificates shall be entitled to 100% of the amounts distributable to
the Class CE Upper-Tier II Regular Interest.
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With respect to the Class Swap-IO1 Interest and any Distribution Date, the
Class Swap-IO1 Interest shall be entitled to 100% of the amounts distributable
to the Class MRII-IO1 Interest. With respect to the Class Swap-IO2 Interest and
any Distribution Date, the Class Swap-IO2 Interest shall be entitled to 100% of
the amounts distributable to the Class MRII-IO2 Interest.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate (other than a Class CE or Class
P Certificate), the percentage obtained by dividing the Denomination of such
Certificate by the Initial Class Certificate Balance or Initial Notional Amount,
as applicable, of the Class of which such Certificate is a part. With respect to
a Class CE or Class P Certificate, the portion of the Class evidenced thereby,
expressed as a percentage, as stated on the face of such Certificate; provided,
however, that the sum of all such percentages for each such Certificate totals
100%.
Periodic Advance: With respect to each Servicer, shall have the meaning
given to term "Monthly Advance" in the applicable Servicing Agreement.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States, Xxxxxxx Mac, Xxxxxx Xxx or any agency or instrumentality of
the United States when such obligations are backed by the full faith and
credit of the United States; provided that such obligations of Xxxxxxx Mac
or Xxxxxx Xxx shall be limited to senior debt obligations and mortgage
participation certificates other than investments in mortgage-backed or
mortgage participation securities with yields evidencing extreme
sensitivity to the rate of principal payments on the underlying mortgages,
which shall not constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof with
a corporation incorporated under the laws of the United States or any state
thereof rated not lower than "P-1" by 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 "P-1" 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 "P-1" by Xxxxx'x and
"A-1+" by S & P;
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(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 "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 any REMIC created under this Agreement as a
REMIC;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States, or any
State or any political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, international organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) (except
certain farmers' cooperatives described in Code Section 521), (iv) rural
electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v)
a Person with respect to whom the income on a Residual Certificate is allocable
to a foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of such Person or any other U.S. Person, and (vi)
any other Person so designated by the Depositor based on an Opinion of Counsel
to the effect that any transfer to such Person may cause the Trust or any other
Holder of a Residual Certificate to incur tax liability that would not be
imposed other than on account of such transfer. The terms "United States,"
"State" and "international organization" shall have the meanings set forth in
Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Physical Certificates: The Class 1-A-R, Class N-B-4, Class N-B-5, Class
N-B-6, Class S-B-4, Class S-B-5, Class S-B-6, Class CE and Class P Certificates.
Plan: As defined in Section 6.02(e).
PO Components: The Class 4-S-PO, Class 5-S-PO and Class 6-S-PO Components.
PO Deferred Amount: As to any Distribution Date and the Class 1-PO
Certificates, the sum of the amounts by which the Class Certificate Balance of
the Class 1-PO Certificates will be reduced on such Distribution Date or has
been reduced on prior Distribution Dates as a result of Section 5.04(b) less the
sum of (a) the PO Recoveries with respect to Loan Group 1 for prior Distribution
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Dates and (b) the amounts distributed to the Class 1-PO Certificates pursuant to
Section 5.02(a)(iii) on prior Distribution Dates. As to any Distribution Date
and each PO Component, the sum of the amounts by which the Component Balance of
such PO Component will be reduced on such Distribution Date or has been reduced
on prior Distribution Dates as a result of Section 5.04(b) less the sum of (a)
the PO Recoveries with respect to Loan Group 4 (in the case of the Class 4-S-PO
Component), Loan Group 5 (in the case of the Class 5-S-PO Component) or Loan
Group 6 (in the case of the Class 6-S-PO Component) for prior Distribution Dates
and (b) the amounts distributed to such PO Component pursuant to Section
5.02(a)(iii) on prior Distribution Dates.
PO Percentage: As to any Discount Mortgage Loan, 100% minus the Non-PO
Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.
PO Principal Amount: As to any Distribution Date and any Shifting Interest
Loan Group, the sum of (i) the applicable PO Percentage of (a) the principal
portion of each Monthly Payment (net of unreimbursed Advances and other amounts
as to which the related Servicer is entitled to be reimbursed pursuant to the
applicable Servicing Agreement) due on each Discount Mortgage Loan in such
Shifting Interest Loan Group on the related Due Date; (b) the Stated Principal
Balance, as of the date of repurchase, of (i) each Discount Mortgage Loan in
such Shifting Interest Loan Group that was repurchased by a Servicer pursuant to
the applicable Servicing Agreement as of such Distribution Date, (ii) each
Discount Mortgage Loan in such Shifting Interest Loan Group repurchased by the
Sponsor pursuant to the Mortgage Loan Purchase Agreement or a Purchase
Obligation as of such Distribution Date, (iii) each Discount Mortgage Loan in
such Shifting Interest Loan Group repurchased by the Depositor pursuant to
Section 2.04, (iv) each Discount Mortgage Loan in such Shifting Interest Loan
Group purchased by the Master Servicer pursuant to Section 10.01 and (v) each
Discount Mortgage Loan in such Shifting Interest Loan Group purchased by the
related originator as set forth in Section 2.02; (c) any Substitution Adjustment
Amount (net of unreimbursed Advances and other amounts as to which the related
Servicer is entitled to be reimbursed pursuant to the applicable Servicing
Agreement) in connection with any Discount Mortgage Loan that is a Defective
Mortgage Loan in such Shifting Interest Loan Group received with respect to such
Distribution Date; (d) any Liquidation Proceeds allocable to recoveries of
principal of Discount Mortgage Loans in such Shifting Interest Loan Group that
are not yet Liquidated Mortgage Loans received by a Servicer during the related
Prepayment Period; (e) with respect to each Discount Mortgage Loan in such
Shifting Interest Loan Group that became a Liquidated Mortgage Loan during the
related Prepayment Period, the amount of Liquidation Proceeds (excluding Excess
Proceeds) allocable to principal received by a Servicer with respect to such
Discount Mortgage Loan during such period; and (f) all Principal Prepayments on
the Discount Mortgage Loans in such Shifting Interest Loan Group received by a
Servicer during the related Prepayment Period; and (ii) the PO Recovery with
respect to such Shifting Interest Loan Group for such Distribution Date.
PO Recovery: As to any Distribution Date and any Shifting Interest Loan
Group, the lesser of (a) the PO Deferred Amount for the Class 1-PO Certificates
or PO Component of the Related Group for such Distribution Date and (b) an
amount equal to the sum, as to each Discount Mortgage Loan in such Loan Group as
to which there has been a Recovery received during the calendar month preceding
the month of such Distribution Date, of the product of (x) the PO Percentage
with respect to such Mortgage Loan and (y) the amount of the Recovery with
respect to such Mortgage Loan received during the related Prepayment Period.
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Pool Cap: For any Distribution Date and the Overcollateralized
Certificates, a per annum rate (subject to adjustment, in the case of the
Overcollateralized Certificates that are Floating Rate Certificates, based on
the actual number of days elapsed in the related Interest Accrual Period) equal
to (i) the Net WAC of the Group T2 Mortgage Loans less (ii) 12 times the
quotient of (a) the aggregate Net Swap Payment or Swap Termination Payment, if
any, made to the Swap Providers (only if such Swap Termination Payment is not
due to a Swap Provider Trigger Event (as defined in the related Interest Rate
Swap Agreement)) and (b) the aggregate Stated Principal Balance of the Group T2
Mortgage Loans as of the first day of the related Collection Period.
Pool Distribution Amount: As to any Distribution Date and each Shifting
Interest Loan Group (other than Loan Group 4 and Loan Group 5), an amount equal
to the sum of, with respect to each Shifting Interest Mortgage Loan contributing
to, or in, such Shifting Interest Loan Group, (I) the Applicable Percentage for
such Shifting Interest Mortgage Loan of the following amounts relating to
principal on such Shifting Interest Mortgage Loan and (II) the Designated
Interest Percentage for such Shifting Interest Mortgage Loan of the following
amounts relating to interest on such Shifting Interest Mortgage Loan of the
excess of (a) the sum of (i) the aggregate of (A) the interest portion of any
Monthly Payment on a Mortgage Loan contributing to, or in, such Shifting
Interest Loan Group (net of the related Administrative Fees) and the principal
portion of any Monthly Payment on a Mortgage Loan contributing to, or in, such
Shifting Interest Loan Group due on the Due Date in the month in which such
Distribution Date occurs and which is received prior to the related
Determination Date and (B) all Periodic Advances made by a Servicer (or the
Master Servicer or the Trustee, as applicable) in respect of such Shifting
Interest Loan Group and payments of Compensating Interest allocable to such
Shifting Interest Loan Group made by the applicable Servicer in respect of such
Shifting Interest Loan Group and such Distribution Date deposited to the Master
Servicer Custodial Account pursuant to Section 3.09(d)(vi); (ii) all Liquidation
Proceeds (other than Excess Proceeds) received on the Mortgage Loans
contributing to, or in, such Shifting Interest Loan Group during the related
Prepayment Period and deposited to the Master Servicer Custodial Account
pursuant to Section 3.09(d)(iii); (iii) all Principal Prepayments received on
the Mortgage Loans contributing to, or in, such Shifting Interest Loan Group
during the related Prepayment Period and deposited to the Master Servicer
Custodial Account pursuant to Section 3.09(d)(i) during such period; (iv) in
connection with any Mortgage Loans contributing to, or in, such Shifting
Interest Loan Group that are Defective Mortgage Loans, the aggregate of the
Purchase Prices and Substitution Adjustment Amounts remitted on the related
Remittance Date pursuant to Section 3.09(d)(vii); (v) any other amounts in the
Master Servicer Custodial Account deposited therein pursuant to Section
3.09(d)(iv), (v), (viii), (x), and (xi) in respect of such Distribution Date and
such Shifting Interest Loan Group; (vi) any Reimbursement Amount required to be
included pursuant to Section 5.02; and (vii) any Non-PO Recovery with respect to
such Distribution Date and Shifting Interest Loan Group 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 in respect of such
Shifting Interest Loan Group.
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As to any Distribution Date and each of Loan Group 4 and Loan Group 5, an
amount equal to the excess of (a) the sum of (i) the aggregate of (A) the
interest portion of any Monthly Payment on a Mortgage Loan in such Shifting
Interest Loan Group (net of the related Administrative Fees) and the principal
portion of any Monthly Payment on a Mortgage Loan in such Shifting Interest Loan
Group due on the Due Date in the month in which such Distribution Date occurs
and which is received prior to the related Determination Date and (B) all
Periodic Advances made by a Servicer (or the Master Servicer or the Trustee, as
applicable) in respect of such Shifting Interest Loan Group and payments of
Compensating Interest allocable to such Shifting Interest Loan Group made by the
applicable Servicer in respect of such Shifting Interest Loan Group and such
Distribution Date deposited to the Master Servicer Custodial Account pursuant to
Section 3.09(d)(vi); (ii) all Liquidation Proceeds (other than Excess Proceeds)
received on the Mortgage Loans in such Shifting Interest Loan Group during the
related Prepayment Period and deposited to the Master Servicer Custodial Account
pursuant to Section 3.09(d)(iii); (iii) all Principal Prepayments received on
the Mortgage Loans in such Shifting Interest Loan Group during the related
Prepayment Period and deposited to the Master Servicer Custodial Account
pursuant to Section 3.09(d)(i) during such period; (iv) in connection with any
Mortgage Loans in such Shifting Interest Loan Group that are Defective Mortgage
Loans, the aggregate of the Purchase Prices and Substitution Adjustment Amounts
remitted on the related Remittance Date pursuant to Section 3.09(d)(vii); (v)
any other amounts in the Master Servicer Custodial Account deposited therein
pursuant to Section 3.09(d)(iv), (v), (viii), (x), and (xi) in respect of such
Distribution Date and such Shifting Interest Loan Group; (vi) any Reimbursement
Amount required to be included pursuant to Section 5.02; and (vii) any Non-PO
Recovery with respect to such Distribution Date and Shifting Interest Loan Group
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 in respect of such Shifting Interest Loan Group.
Pool Principal Balance: As to any Distribution Date and any Shifting
Interest Loan Group (other than Loan Group 4 and Loan Group 5), the sum of the
Applicable Percentages of the Stated Principal Balances of all Mortgage Loans
contributing to, or in, such Loan Group that were Outstanding Mortgage Loans
immediately following the Due Date in the month preceding the month in which
such Distribution Date occurs. As to any Distribution Date and Loan Group 4 or
Loan Group 5, the aggregate Stated Principal Balance of all Mortgage Loans in
such Loan Group that were Outstanding Mortgage Loans immediately following the
Due Date in the month preceding the month in which such Distribution Date
occurs.
Pool Principal Balance (Non-PO Portion): As to any Distribution Date and
each Shifting Interest Loan Group (other than Loan Group 4 and Loan Group 5),
the sum of the product, for each Mortgage Loan contributing to, or in, such
Shifting Interest Loan Group, of (a) the Non-PO Percentage of such Mortgage Loan
and (b) the Applicable Percentage of the Stated Principal Balance of such
Mortgage Loan that was an Outstanding Mortgage Loan immediately following the
Due Date in the month preceding the month in which such Distribution Date
occurs. As to any Distribution Date and Loan Group 4 or Loan Group 5, the sum of
the product, for each Mortgage Loan in such Shifting Interest Loan Group, of (a)
the Non-PO Percentage of such Mortgage Loan and (b) the Stated Principal Balance
of such Mortgage Loan that was an Outstanding Mortgage Loan immediately
following the Due Date in the month preceding the month in which such
Distribution Date occurs.
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Premium Mortgage Loan: Any Group 3 Premium Mortgage Loan, Group 4 Premium
Mortgage Loan, Group 5 Premium Mortgage Loan and Group 8 Premium Mortgage Loan.
Prepayment Charges: With respect to any Prepayment Period, any prepayment
premium, penalty or charge collected by a Servicer from a Mortgagor in
connection with any voluntary Principal Prepayment in Full pursuant to the terms
of the related Mortgage Note as from time to time held as a part of the Trust
Estate, the Prepayment Charges so held being identified in the related Mortgage
Loan Schedule.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the related
Prepayment Period, the amount, if any, by which one month's interest at the
related Net Mortgage Interest Rate on such Principal Prepayment exceeds the
amount of interest paid in connection with such Principal Prepayment.
Prepayment Period: With respect to any Distribution Date, the calendar
month preceding the calendar month in which such Distribution Date occurs.
Primary Mortgage Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
in each case issued by an insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac.
Principal Distribution Amount: As to any Distribution Date, the sum of (i)
the Principal Remittance Amount minus the Overcollateralization Release Amount,
if any, and (ii) the Extra Principal Distribution Amount, if any.
Principal Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class 1-PO,
Class 4-A-1 and Class S-PO Certificates are the only Classes of Principal Only
Certificates.
Principal Prepayment: With respect to each Mortgage Loan, any payment or
other recovery of principal on such Mortgage Loan (other than Liquidation
Proceeds) which is received in advance of its scheduled Due Date and is not
accompanied by an amount of interest representing scheduled interest due on any
date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution Date and the
Group T2 Mortgage Loans, to the extent of funds available therefor, the amount
equal to (A) the sum (less amounts available for reimbursement to the applicable
Servicers for Advances and expenses pursuant to the applicable Servicing
Agreement and amounts reimbursable or payable to the Master Servicer, Securities
Administrator and Trustee pursuant to this Agreement) of: (i) each payment of
principal on a Group T2 Mortgage Loan due during the related Collection Period
and received by the applicable Servicers on or prior to the related
Determination Date, and any Advances with respect thereto, (ii) all Principal
Prepayments received by the applicable Servicer during the related Prepayment
Period, (iii) Insurance Proceeds, Liquidation Proceeds and Recoveries allocable
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to principal actually collected by the applicable Servicer during the related
Prepayment Period, (iv) with respect to Defective Mortgage Loans repurchased
during the related Prepayment Period, the portion of the Repurchase Price
allocable to principal, (v) any Substitution Adjustment Amounts paid during the
related Prepayment Period and (vi) on the Distribution Date on which the Group
T2 Mortgage Loans and related REO Property are purchased in accordance with
Section 10.01 hereof, that portion of the purchase price therefor in respect of
principal less (B) any amounts payable to the Swap Providers (including any Net
Swap Payments and any Swap Termination Payments owed to the Swap Providers,
other than a Defaulted Swap Termination Payment) not covered by the Interest
Remittance Amount.
Private Certificates: The Class N-B-4, Class N-B-5, Class N-B-6, Class
S-B-4, Class S-B-5, Class S-B-6, Class CE and Class P Certificates.
Pro Rata Share: As to any Distribution Date and (i) any Class of Class N-B
and Class N-B Certificates that is not a Restricted Class, the portion of the
Subordinate Principal Distribution Amounts for Loan Group N allocable to such
Class, equal to the product of the Subordinate Principal Distribution Amounts
for Loan Group N for such Distribution Date and a fraction, the numerator of
which is the related Class Certificate Balance thereof and the denominator of
which is the aggregate Class Certificate Balance of the Class N-B and Class N-B
Certificates that are not Restricted Classes and (ii) any Class of Class S-B
Certificates that is not a Restricted Class, the portion of the Subordinate
Principal Distribution Amount for Loan Group S allocable to such Class, equal to
the product of the Subordinate Principal Distribution Amount for Loan Group S
for such Distribution Date and a fraction, the numerator of which is the related
Class Certificate Balance thereof and the denominator of which is the aggregate
Class Certificate Balance of the Class S-B Certificates that are not Restricted
Classes. The Pro Rata Share of a Restricted Class shall be 0%.
Purchase Obligation: An obligation of the Sponsor 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 related
Servicing Fee for such Mortgage Loan.
Rating Agency: Each of S&P and Xxxxx'x. If any such organization or a
successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to the
Trustee, 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.
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Realized Loss: With respect to each Liquidated Mortgage Loan, an amount as
of the date of such liquidation, equal to (i) the unpaid principal balance of
the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii)
interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Realized Loss Amortization Amount: As to each Class of Senior
Overcollateralized Certificates and Mezzanine Certificates and any Distribution
Date, the lesser of (x) the Unpaid Realized Loss Amount for such Class and (y)
the remaining Monthly Excess Cashflow Amount available for such Class pursuant
to priority fifth or sixth, as applicable, of Section 5.03(c).
Recognition Agreement: With respect to a Cooperative Loan, the recognition
agreement between the Cooperative and the originator of such Cooperative Loan.
Record Date: With respect to the Certificates (other than the Floating Rate
Certificates), the last Business Day of the month immediately preceding the
month in which the related Distribution Date occurs. With respect to the
Floating Rate Certificates, the Business Day immediately preceding each
Distribution Date; provided, however, if Definitive Certificates are issued for
any of such Certificates, the Record Date for such Certificates will be the last
Business Day of the month preceding such Distribution Date.
Recovery: As to any Distribution Date and Loan Group (other than Loan Group
4 or Loan Group 5), the sum, with respect to each Mortgage Loan contributing to,
or in, such Loan Group, of the product of (a) the Applicable Percentage for such
Mortgage Loan and (b) amounts received during the calendar month preceding the
month of such Distribution Date on such Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage Loan. As to any
Distribution Date and Loan Group 4 or Loan Group 5, the sum, with respect to
each Mortgage Loan in such Loan Group, of amounts received during the calendar
month preceding the month of such Distribution Date on such Mortgage Loan
subsequent to such Mortgage Loan being determined to be a Liquidated Mortgage
Loan.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. ss.ss.229.1100 - 229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided by
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the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.
Reimbursement Amount: As defined in Section 2.02.
Related Group: For Loan Group 1, Group 1; for Loan Group 2, Group 2; for
Loan Group 3, Group 3, for Loan Group 4, Group 4; for Loan Group 5, Group 5; for
Loan Group 6, Group 6 for Loan Group 7, Group 7; for Loan Group 8, Group 8; for
Loan Group N, Group N; for Loan Group S, Group S; and for Loan Group T2, Group
T2.
Related Loan Group: For Group 1, Loan Group 1; for Group 2, Loan Group 2;
for Group 3, Loan Group 3, for Group 4, Loan Group 4; for Group 5, Loan Group 5;
for Group 6, Loan Group 6, for Group 7, Loan Group 7; for Group 8, Loan Group 8;
for Group N, Loan Group N; for Group S, Loan Group S; and for Group T2, Loan
Group T2.
Relevant Servicing Criteria: The Servicing Criteria applicable to the
various parties, as set forth on Exhibit N attached hereto. The Servicing
Criteria applicable to each Servicer shall be as set forth on the applicable
Servicing Agreement. For clarification purposes, multiple parties can have
responsibility for the same Relevant Servicing Criteria. With respect to a
Servicing Function Participant engaged by the Master Servicer, the Securities
Administrator, the Custodian or any Servicer, the term "Relevant Servicing
Criteria" may refer to a portion of the Relevant Servicing Criteria applicable
to such parties.
Relief Act: The Servicemembers Civil Relief Act, as it may be amended from
time to time.
Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the related Collection Period as a result of the
application of the Relief Act or comparable state legislation, the amount, if
any, by which (i) interest collectible on such Mortgage Loan for such Collection
Period is less than (ii) interest accrued pursuant to the terms of the Mortgage
Note on the same principal amount and for the same period as the interest
collectible on such Mortgage Loan for the related Collection Period.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Certificate Maturity Date: As set forth in Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Section 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations promulgated thereunder, as the foregoing may be in effect from time
to time, as well as provisions of applicable state laws.
Remittance Date: The 18th day of each month beginning in June 2007 (or, if
such day is not a Business Day, the preceding Business Day).
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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.
Reportable Event: As defined in Section 3.22(d).
Reporting Servicer: As defined in Section 3.22(c)(i).
Request for Release: The Request for Release submitted by a Servicer to the
Custodian on behalf of the Trustee substantially in the form attached hereto as
Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this Agreement
in respect of such Mortgage Loan.
Reserve Interest Rate: As defined in Section 5.10.
Residual Certificate: The Class 1-A-R Certificate.
Responsible Officer: When used with respect to the Trustee 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 direct responsibility for the administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
Reuters Screen LIBOR01: The display page currently so designated on the
Reuters Monitor Money Rates Service (or such other page as may replace the
Reuters Screen LIBOR01 page on that service for the purpose of displaying
comparable rates or prices).
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., or
any successor thereto.
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.22(e).
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.
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Security Agreement: With respect to a Cooperative Loan, the agreement or
mortgage creating a security interest in favor of the originator of the
Cooperative Loan in the related Cooperative Stock.
Senior Applied Realized Loss Amount: With respect to each Distribution Date
after the aggregate Class Certificate Balance of the Mezzanine Certificates has
been reduced to zero and any Class of Senior Overcollateralized Certificates,
the product of (i) the excess, if any, of the aggregate of (a) the Class
Certificate Balances of the Senior Overcollateralized Certificates (after taking
into account the distribution of the Principal Distribution Amount and any Net
Swap Payments from the Swap Providers on such Distribution Date and any increase
in any Class Certificate Balance as a result of Recoveries) over (b) the
aggregate Stated Principal Balance of the Group T2 Mortgage Loans as of last day
of the related Collection Period and (ii) a fraction, the numerator of which is
the Class Certificate Balance of such Class of Senior Overcollateralized
Certificates and the denominator of which is the aggregate Class Certificate
Balance of the Senior Overcollateralized Certificates.
Senior Certificates: The Class 1-A-R, Class 1-A-1, Class 1-A-2, Class 1-PO,
Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6,
Class 2-A-7, Class 2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12,
Class 2-A-13, Class 2-A-14, Class 2-A-15, Class 3-A-1, Class 3-A-2, Class 3-A-3,
Class 3-IO, Class 4-A-1, Class 4-A-2, Class 5-A-1, Class 5-A-2, Class 5-A-3,
Class 6-A-1, Class 7-A-1, Class 8-A-1, Class S-IO, Class S-PO, Class T-A-1A,
Class T-A-1B, Class T-A-2, Class T-A-3, Class T-A-4, Class T-A-5, Class T-A-6,
Class T-A-7, Class T-A-P1 and Class T-A-P2 Certificates.
Senior Credit Support Depletion Date: With respect to (i) Group N, the date
on which the aggregate Class Certificate Balance of the Class N-M Certificates
and Class N-B Certificates has been reduced to zero, and (ii) Group S, the date
on which the aggregate Class Certificate Balance of the Class S-B Certificates
has been reduced to zero.
Senior Enhancement Percentage: For any Distribution Date, the percentage
obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balance
of the Mezzanine Certificates before taking into account distributions on such
Distribution Date and (ii) the Overcollateralization Amount as of the prior
Distribution Date by (y) the aggregate Stated Principal Balance of the Group T2
Mortgage Loans as of the last day of the related Collection Period.
Senior Non-PO Shifting Interest Certificates: The Senior Shifting Interest
Certificates other than the Class 1-PO and Class S-PO Certificates.
Senior Overcollateralized Certificates: The Class T-A-1A, Class T-A-1B,
Class T-A-2, Class T-A-3, Class T-A-4, Class T-A-5, Class T-A-6, Class T-A-7,
Class T-A-P1 and Class T-A-P2 Certificates.
Senior Percentage: With respect to any Distribution Date and each Shifting
Interest Loan Group, the percentage, carried to six places rounded up, obtained
by dividing (i) the sum of the Class Certificate Balances of the Senior Non-PO
Shifting Interest Certificates of the Related Group by (ii) the Pool Principal
Balance (Non-PO Portion) of such Shifting Interest Loan Group for such
Distribution Date.
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Senior Prepayment Percentage: For any Distribution Date and each Shifting
Interest Loan Group during the five (5) years beginning on the first
Distribution Date, 100%. The Senior Prepayment Percentage for any Distribution
Date and each Shifting Interest Loan Group occurring on or after the fifth
anniversary of the first Distribution Date will, except as provided herein, be
as follows: for any Distribution Date in the first (1st) year thereafter, the
Senior Percentage for such Shifting Interest Loan Group plus 70% of the
Subordinate Percentage for such Shifting Interest Loan Group for such
Distribution Date; for any Distribution Date in the second (2nd) year
thereafter, the Senior Percentage for such Shifting Interest Loan Group plus 60%
of the Subordinate Percentage for such Shifting Interest Loan Group for such
Distribution Date; for any Distribution Date in the third (3rd) year thereafter,
the Senior Percentage for such Shifting Interest Loan Group plus 40% of the
Subordinate Percentage for such Shifting Interest Loan Group for such
Distribution Date; for any Distribution Date in the fourth (4th) year
thereafter, the Senior Percentage for such Shifting Interest Loan Group plus 20%
of the Subordinate Percentage for such Shifting Interest Loan Group for such
Distribution Date; and for any Distribution Date in the fifth (5th) or later
years thereafter, the Senior Percentage for such Shifting Interest Loan Group
for such Distribution Date (unless on any of the foregoing Distribution Dates,
(a) with respect to Loan Group N, the Senior Percentage for Loan Group N for
such Distribution Date exceeds the Senior Percentage for Loan Group N calculated
as of the Closing Date, in which case the Senior Prepayment Percentage for each
Loan Group in Loan Group N for such Distribution Date will once again equal 100%
or (b) with respect to Loan Group S, the Senior Percentage for Loan Group S for
such Distribution Date exceeds the Senior Percentage for Loan Group S calculated
as of the Closing Date, in which case the Senior Prepayment Percentage for each
Loan Group in Loan Group S for such Distribution Date will once again equal
100%. Notwithstanding the foregoing, no decrease in the Senior Prepayment
Percentage will occur unless both of the Senior Step Down Conditions are
satisfied.
Senior Shifting Interest Certificates: The Class 1-A-R, Class 1-A-1, Class
1-A-2, Class 1-PO, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class
2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9, Class 2-A-10, Class
2-A-11, Class 2-A-12, Class 2-A-13, Class 2-A-14, Class 2-A-15, Class 3-A-1,
Class 3-A-2, Class 3-A-3, Class 3-IO, Class 4-A-1, Class 4-A-2, Class 5-A-1,
Class 5-A-2, Class 5-A-3, Class 6-A-1, Class 7-A-1, Class 8-A-1, Class S-IO and
Class S-PO.
Senior Specified Enhancement Percentage: For any date, 13.40%.
Senior Step Down Conditions: As of any Distribution Date and as to which
any decrease in the Senior Prepayment Percentage for a Shifting Interest Loan
Group in Loan Group N or Loan Group S applies, (i) the outstanding principal
balance of all Shifting Interest Mortgage Loans (including, for this purpose,
any Shifting Interest Mortgage Loans in foreclosure, any REO Property and any
such Shifting Interest 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 N-M and Class N-B Certificates (in the case of Loan Group
N) or the aggregate Certificate Principal Balance of the Class S-B Certificates
(in the case of Loan Group S), is not equal to or greater than 50% or (ii)
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cumulative Realized Losses with respect to the Shifting Interest Mortgage Loans
in Loan Group N or Loan Group S exceed the percentage of the aggregate
Certificate Principal Balance of the Class N-M Certificates and Class N-B
Certificates, with respect to the Loan Group N, or the Class S-B Certificates,
with respect to Loan Group S, as of the Closing Date (with respect to the Class
N-M Certificates and Class N-B Certificates or the Class S-B Certificates, as
the case may be, in Loan Group N or Loan Group S as of the applicable
Distribution Date do not exceed the percentages of the applicable Original
Subordinate Principal Balance set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Principal Balance
--------------------------------- -----------------------
June 2012 through May 2013 30%
June 2013 through May 2014 35%
June 2014 through May 2015 40%
June 2015 through May 2016 45%
June 2016 and thereafter 50%
Servicer: Any of BANA, CitiMortgage, Countrywide, GMACM, GreenPoint,
National City, SunTrust and Xxxxx Fargo, each in their capacity as servicer or
originator 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: Any of the BANA Servicing Agreement, the CitiMortgage
Servicing Agreement, the Countrywide Servicing Agreement, the GMACM Servicing
Agreement, the GreenPoint Servicing Agreement, the National City Servicing
Agreement, the SunTrust Servicing Agreement and the Xxxxx Fargo Servicing
Agreements.
Servicing Criteria: The criteria set forth in paragraph (d) of Item 1122 of
Regulation AB, as such may be amended from time to time
Servicing Fee: With respect to each Servicer, as defined in the applicable
Servicing Agreement.
Servicing Fee Rate: With respect to each Mortgage Loan, as defined in the
applicable Servicing Agreement.
Servicing File: With respect to each Mortgage Loan, as defined in the
applicable Servicing Agreement.
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Servicing Function Participant: Any Subcontractor utilized by the Master
Servicer, the Securities Administrator or the Custodian that is "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB.
Servicing Officer: With respect to each Servicer, as defined in the related
Servicing Agreement.
Servicing Transfer Costs: All reasonable 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) any costs or expenses associated with the complete
transfer of all servicing data and the completion, correction or manipulation of
such servicing data as may be required by the Master Servicer or the Trustee, as
applicable, to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Master Servicer or the Trustee, as applicable, to
service the Mortgage Loans properly and effectively).
Shift Percentage: For any Distribution Date will be the percentage
indicated below:
Distribution Date Occurring In Percentage
------------------------------ ----------
June 2007 through May 2012 0%
June 2012 through May 2013 30%
June 2013 through May 2014 40%
June 2014 through May 2015 60%
June 2015 through May 2016 80%
June 2016 and thereafter 100%
Shifting Interest Accrued Certificate Interest: For any Distribution Date
and each Class of interest-bearing Shifting Interest Certificates (other than
the Class S-IO Certificates), one month's interest accrued during the related
Interest Accrual Period at the applicable Pass-Through Rate on the applicable
Class Certificate Balance. For any Distribution Date and the Class S-IO
Certificates, the sum of the Accrued Component Interest for the Class 4-S-IO
Component, Class 5-S-IO Component and the Class 6-S-IO Component.
Shifting Interest Certificates: The Class 1-A-R, Class 1-A-1, Class 1-A-2,
Class 1-PO, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5,
Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11,
Class 2-A-12, Class 2-A-13, Class 2-A-14, Class 2-A-15, Class 3-A-1, Class
3-A-2, Class 3-A-3, Class 3-IO, Class 4-A-1, Class 4-A-2, Class 5-A-1, Class
5-A-2, Class 5-A-3, Class 6-A-1, Class 7-A-1, Class 8-A-1, Class S-IO, Class
S-PO, Class N-M, Class N-B-1, Class N-B-2, Class N-B-3, Class N-B-4, Class
N-B-5, Class N-B-6, Class S-B-1, Class S-B-2, Class S-B-3, Class S-B-4, Class
S-B-5 and Class S-B-6 Certificates.
Shifting Interest Groups: Each of the Group 1, Group 2, Group 3, Group 4,
Group 5, Group 6, Group 7, Group 8, Group N and Group S.
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Shifting Interest Loan Groups: Each of Loan Group 1, Loan Group 2, Loan
Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8,
Loan Group N and Loan Group S.
Shifting Interest Lower-Tier Certificate Sub-Account: The sub-account of
the Certificate Account designated by the Securities Administrator pursuant to
Section 3.09(i).
Shifting Interest Lower-Tier Distribution Amount: As defined in Section
5.02(a) hereof.
Shifting Interest Lower-Tier REMIC: As defined in the Preliminary
Statement, the assets of which consist of the Shifting Interest Mortgage Loans,
such amounts as shall be deemed held in the Shifting Interest Lower-Tier
Certificate Sub-Account, the insurance policies, if any, relating to a Shifting
Interest Mortgage Loan and property which secured a Shifting Interest Mortgage
Loan and which has been acquired by foreclosure or deed in lieu of foreclosure.
Shifting Interest Middle-Tier Certificate Sub-Account: The sub-account of
the Certificate Account designated by the Securities Administrator pursuant to
Section 3.09(i).
Shifting Interest Middle-Tier Distribution Amount: As defined in Section
5.02(a) hereof.
Shifting Interest Middle-Tier REMIC: As defined in the Preliminary
Statement, the assets of which consist of the Uncertificated Shifting Interest
Lower-Tier Regular Interests and such amounts as shall be deemed held in the
Shifting Interest Middle-Tier Certificate Sub-Account.
Shifting Interest Mortgage Loans: The Group 1, Group 2, Group 3, Group 4,
Group 5, Group 6, Group 7 and Group 8 Mortgage Loans.
Shifting Interest Regular Interest: Any of the Uncertificated Shifting
Interest Lower-Tier Regular Interests, the Uncertificated Shifting Interest
Middle-Tier Regular Interests, and the Shifting Interest Upper-Tier Regular
Interests.
Shifting Interest Senior Principal Distribution Amount: As to any
Distribution Date and each Shifting Interest Loan Group, the sum of (a) the
Senior Percentage for such Shifting Interest Loan Group of the applicable Non-PO
Percentage of the amounts described in clauses (i)(a) through (d) of the
definition of "Non-PO Principal Amount" for such Distribution Date and Shifting
Interest Loan Group and (b) the Senior Prepayment Percentage for such Shifting
Interest Loan Group of (1) the applicable Non-PO Percentage of the amounts
described in clauses (i)(e) and (f) and (2) the amount described in clause (ii)
of the definition of "Non-PO Principal Amount" for such Distribution Date and
Shifting Interest Loan Group.
Shifting Interest Subordinated Certificates: The Class N-M, Class N-B-1,
Class N-B-2, Class N-B-3, Class N-B-4, Class N B-5, Class N-B-6, Class S-B-1,
Class S-B-2, Class S-B-3, Class S-B-4, Class S-B-5 and Class S-B-6 Certificates,
each of which represents the corresponding Shifting Interest Upper-Tier Regular
Interest for purposes of the REMIC Provisions.
Shifting Interest Upper-Tier Certificate Sub-Account: The sub-account of
the Certificate Account designated by the Securities Administrator pursuant to
Section 3.09(i).
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Shifting Interest Upper-Tier Interests: The Shifting Interest Upper-Tier
Regular Interests and the Class SI-UR interest, which represents the sole class
of residual interest in the Shifting Interest Upper-Tier REMIC.
Shifting Interest Upper-Tier Regular Interest: Any of the regular interests
in the Shifting Interest Upper-Tier REMIC listed in the Preliminary Statement,
the ownership of which is represented by the Shifting Interest Certificates and
Components.
Shifting Interest Upper-Tier REMIC: As defined in the Preliminary
Statement, the assets of which consist of the Uncertificated Shifting Interest
Middle-Tier Regular Interests and such amounts as shall be deemed held in the
Shifting Interest Upper-Tier Certificate Sub-Account.
Similar Law: As defined in Section 6.02(e).
Sponsor: 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.
Stated Principal Balance: As to any Mortgage Loan and Due Date, the unpaid
principal balance of such Mortgage Loan as of such date as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any moratorium or similar waiver or
grace period) after giving effect to any previous partial Principal Prepayments
and Liquidation Proceeds allocable to principal (other than with respect to any
Liquidated Mortgage Loan) and to the payment of principal due on such Due Date
and irrespective of any delinquency in payment by the related Mortgagor, and
after giving effect to any Deficient Valuation.
Stepdown Date: The earlier to occur of (i) the Distribution Date following
the Distribution Date on which the aggregate Class Certificate Balance of the
Senior Overcollateralized Certificates is reduced to zero and (ii) the later to
occur of (x) the Distribution Date in June 2010 and (y) the Distribution Date on
which the Senior Enhancement Percentage is greater than or equal to the Senior
Specified Enhancement Percentage.
Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans under the direction or authority of the Master Servicer, the
Securities Administrator or the Custodian.
Subordinate Balance Ratio: As of any date of determination and Loan Group
N, the ratio among the principal balances of the Class 1-LS Interest, Class 2-LS
Interest and Class 3-LS Interest equal to the ratio among the Group Subordinate
Amounts of Loan Group 1, Loan Group 2 and Loan Group 3. As of any date of
determination and Loan Group S, the ratio among the principal balances of the
Class 4-LS Interest, Class 5-LS Interest, Class 6-LS Interest, Class 7-LS
Interest and Class 8-LS Interest equal to the ratio among the Group Subordinate
Amounts of Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7 and Loan Group
8.
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Subordinate Percentage: As of any Distribution Date and each Shifting
Interest Loan Group, 100% minus the Senior Percentage for such Shifting Interest
Loan Group for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and each
Shifting Interest Loan Group, 100% minus the Senior Prepayment Percentage for
such Shifting Interest Loan Group for such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any Distribution
Date and each Shifting Interest Loan Group, an amount equal to the sum of (a)
the Subordinate Percentage for such Shifting Interest Loan Group of the Non-PO
Percentage of the amounts described in clauses (i)(a) through (d) of the
definition of "Non-PO Principal Amount" for such Distribution Date and (b) the
Subordinate Prepayment Percentage for such Shifting Interest Loan Group of the
Non-PO Percentage of the amounts described in clauses (i)(e) and (f) and (2) the
amount described in clause (ii) of the definition of "Non-PO Principal Amount"
for such Distribution Date.
Subordinated Applied Realized Loss Amount: With respect to each
Distribution Date, the excess, if any, of (a) the aggregate of the Class
Certificate Balances of the Overcollateralized Certificates (after taking into
account the distribution of the Principal Distribution Amount and any Net Swap
Payments from the Swap Providers on such Distribution Date and any increase in
the Class Certificate Balance of a Class of Overcollateralized Certificates as a
result of Recoveries) over (b) the aggregate Stated Principal Balance of the
Group T2 Mortgage Loans as of the last day of the related Collection Period.
Substitute Mortgage Loan: A Mortgage Loan substituted for a Defective
Mortgage Loan which must, on the date of such substitution (i) have a Stated
Principal Balance, after deduction of the principal portion of the Monthly
Payment due in the month of substitution, not in excess of the Stated Principal
Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage Interest Rate
not less than, and not more than 2% greater than that of the Defective Mortgage
Loan; (iii) be of the same type as the Defective Mortgage Loan; (iv) have a
Loan-to-Value Ratio not higher than that of the Defective Mortgage Loan; (v)
have a credit score not less than that of the Defective Mortgage Loan; (vi) have
a credit grade not lower in quality than that of the Defective Mortgage Loan;
(vii) have a remaining term to maturity not greater than (and not more than one
(1) year less than) that of the Defective Mortgage Loan; (viii) have the same
lien priority as the Defective Mortgage Loan; and (ix) comply with each Mortgage
Loan representation and warranty set forth in the Mortgage Loan Purchase
Agreement, the applicable North Fork Assignment Agreement, if applicable, the
related underlying sale agreement, if applicable, the applicable Servicing
Agreement, if any, and this Agreement. More than one Substitute Mortgage Loan
may be substituted for a Defective Mortgage Loan if such Substitute Mortgage
Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
SunTrust: SunTrust Mortgage, Inc., in its capacity as servicer under the
SunTrust Servicing Agreement.
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SunTrust Servicing Agreement: Collectively, (i) the Flow Sale and Servicing
Agreement, dated as of February 1, 2004, by and between BANA (as successor in
interest to BAMCC), as purchaser, and SunTrust, as seller, (ii) that certain
Amendment No. 1, dated as of June 1, 2004, by and between BANA and SunTrust,
(iii) that certain Master Assignment, Assumption and Recognition Agreement,
dated September 1, 2004, by and among BAMCC, SunTrust, BANA and Wachovia Bank,
National Association, (iv) that certain Amendment No. 2, dated as of November 1,
2004, by and between BANA and SunTrust, (v) that certain Regulation AB
Compliance Addendum to the Flow Sale and Servicing Agreement, dated as of
January 1, 2006, by and between BANA and SunTrust, and (vi) the Assignment,
Assumption and Recognition Agreement, dated May 31, 2007, by and among BANA, the
Depositor, the Trustee and SunTrust.
Supplemental Interest Trust: The trust created pursuant to Section 5.14 of
this Agreement and designated as the "Supplemental Interest Trust," the assets
of which consist of the Class Swap-IO1 Upper-Tier II Regular Interest, Class
Swap-IO2 Upper-Tier II Regular Interest, the Interest Rate Swap Agreements and
the Class T-A-4 and T-A-7 Interest Rate Cap Agreement, the Supplemental Interest
Trust Trustee's rights under the Interest Rate Swap Agreements and the Class
T-A-4 and Class T-A-7 Interest Rate Cap Agreement, the Swap Account and the
Class T-A-4 and Class T-A-7 Reserve Fund. The Supplemental Interest Trust is not
an asset of any REMIC created hereunder.
Supplemental Interest Trust Trustee: Xxxxx Fargo Bank, N.A., or any
successor Supplemental Interest Trust Trustee appointed as herein provided.
Swap 1 LIBOR: A per annum rate equal to the floating rate payable by the
Swap Provider under Interest Rate Swap Agreement 1.
Swap 2 LIBOR: A per annum rate equal to the floating rate payable by the
Swap Provider under Interest Rate Swap Agreement 2.
Swap Account: The Eligible Account or Accounts created and maintained
pursuant to Section 5.14. The Swap Account shall not be an asset of any REMIC
formed under this Agreement.
Swap IO Regular Interests: Any of Class MRII-IO1 Interest, Class MRII-IO2
Interest, Class Swap-IO1 Upper-Tier II Regular Interest and Class Swap-IO2
Upper-Tier II Regular Interest.
Swap Notional Amount: With respect to each Distribution Date, the related
notional amount set forth on the schedule to the confirmation of each Interest
Rate Swap Agreement.
Swap Provider: Each of The Bank of New York or Bank of America, National
Association, as applicable.
Swap Termination Payment: Any payment payable by the Supplemental Interest
Trust or the applicable Swap Provider upon termination of an Interest Rate Swap
Agreement as a result of an Event of Default (as defined in such Interest Rate
Swap Agreement) or a Termination Event (as defined in such Interest Rate Swap
Agreement).
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TAC Certificates: The Class 2-A-10 and Class 2-A-11 Certificates.
TAC Principal Amount: As to any Distribution Date and the TAC Certificates,
the amount, if any, that would reduce the aggregate Class Certificate Balance of
the TAC Certificates to the applicable balance shown in the table set forth in
Exhibit W with respect to such Distribution Date.
Targeted Overcollateralization Amount: As of any Distribution Date (x)
prior to the Stepdown Date, 0.95% of the aggregate Stated Principal Balance of
the Group T2 Mortgage Loans on the Cut-off Date and (y) on and after the
Stepdown Date, (i) if a Trigger Event has not occurred, the greater of (A) the
lesser of (i) 0.95% of the aggregate Stated Principal Balance of the Group T2
Mortgage Loans on the Cut-off Date and (ii) 1.90% of the aggregate Stated
Principal Balance of the Group T2 Mortgage Loans as of last day of the related
Collection Period and (B) 0.35% of the aggregate Stated Principal Balance of the
Group T2 Mortgage Loans on the Cut-off Date and (ii) if a Trigger Event has
occurred, the Targeted Overcollateralization Amount for the immediately
preceding Distribution Date.
Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.07 and the manner provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Treasury Regulations: The final and temporary regulations promulgated under
the Code by the U.S. Department of the Treasury.
Trigger Event: With respect to any Distribution Date, if (i) the
three-month rolling average of 60+ Day Delinquent Loans equals or exceeds 50% of
the Senior Enhancement Percentage or (ii) the aggregate amount of Realized
Losses incurred on the Group T2 Mortgage Loans since the Cut-off Date through
the last day of the related Collection Period (reduced by the aggregate amount
of Recoveries related to the Group T2 Mortgage Loans received since the Cut-off
Date through the last day of the related Collection Period on the Group T2
Mortgage Loans) divided by the aggregate Cut-off Date Pool Principal Balance for
Loan Group T2 exceeds the applicable percentages set forth below with respect to
such Distribution Date:
Distribution Date Occurring In Percentage
June 2009 through May 2010 0.25% for the first month, plus an additional
1/12th of 0.35% for each month thereafter
June 2010 through May 2011 0.60% for the first month, plus an additional
1/12th of 0.40% for each month thereafter
June 2011 through May 2012 1.00% for the first month, plus an additional
1/12th of 0.45% for each month thereafter
June 2012 through May 2013 1.45% for the first month, plus an additional
1/12th of 0.25% for each month thereafter
June 2013 and thereafter 1.70%
Trust: The trust created by this Agreement, which shall be named the "Banc
of America Funding 0000-0 Xxxxx."
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Xxxxx Xxxxxx: The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to a portion of which multiple REMIC elections are to be made as specified
herein, such entire Trust Estate consisting of: (i) such Mortgage Loans as from
time to time are subject to this Agreement, together with the Mortgage Files
relating thereto, and together with all collections thereon and proceeds
thereof, (ii) any REO Property, together with all collections thereon and
proceeds thereof, (iii) the Trustee's rights with respect to the Mortgage Loans
under all insurance policies required to be maintained pursuant to this
Agreement and any proceeds thereof, (iv) the right to receive amounts, if any,
payable on behalf of any Mortgagor from the Buy-Down Account relating to any
Buy-Down Mortgage Loan, (v) the Depositor's rights under the Servicing
Agreements and the Mortgage Loan Purchase Agreement (including any security
interest created thereby) and (vi) the Servicer Custodial Accounts, the Master
Servicer Custodial Account, the Cap Carryover Reserve Account, the Certificate
Account and the Class 2-A-10 Reserve Fund, 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. The Buy-Down Account shall
not be part of the Trust Estate.
Trustee: U.S. Bank National Association, and its successors-in-interest
and, if a successor trustee is appointed hereunder, such successor, as trustee.
Uncertificated Accrued Interest: With respect to each Group T2 Regular
Interest (other than the Class CE Upper-Tier II Regular Interest and the Swap IO
Regular Interests) on each Distribution Date, an amount equal to one month's
interest at the related Pass-Through Rate on the Uncertificated Balance of such
Group T2 Regular Interest. With respect to the Class CE Upper-Tier II Regular
Interest on each Distribution Date, an amount equal to one month's interest at
its Pass-Through Rate on its Notional Amount. In the case of each Group T2
Regular Interest, Uncertificated Accrued Interest will be reduced by any Relief
Act Reductions allocated to such Group T2 Regular Interest as provided in
Section 5.03. The Class Swap-IO1 Upper-Tier II Regular Interest will be entitled
to 100% of the amounts distributed on the Class MRII-IO1 Interest. The Class
Swap-IO2 Upper-Tier II Regular Interest will be entitled to 100% of the amounts
distributed on the Class MRII-IO2 Interest.
With respect to each interest-bearing Shifting Interest Regular Interest on
each Distribution Date, an amount equal to one month's interest at the related
Pass-Through Rate on the Uncertificated Balance or Notional Amount of such
Shifting Interest Regular Interest. In the case of each Shifting Interest
Regular Interest, Uncertificated Accrued Interest will be reduced by any
Non-Supported Interest Shortfalls and any Relief Act Reductions, allocated to
such Shifting Interest Regular Interest as provided in Section 5.02.
Uncertificated Balance: The amount of any Group T2 Regular Interest
outstanding as of any date of determination (other than any Swap IO Regular
Interests). As of the Closing Date, the Uncertificated Balance of each Group T2
Regular Interest (other than any Swap IO Regular Interests) shall equal the
amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Balance. On each Distribution Date, the Uncertificated Balance of
each such Group T2 Regular Interest shall be reduced by all distributions of
principal made on such Group T2 Regular Interest on such Distribution Date
pursuant to Section 5.03 and, if and to the extent necessary and appropriate,
shall be further reduced on such Distribution Date by Realized Losses as
provided in Section 5.04. The Uncertificated Balance of the Class MRII-ZZ
-83-
Interest shall be increased by interest deferrals as provided in Section 5.03.
With respect to the Swap IO Regular Interests, their Uncertificated Notional
Amounts. The Uncertificated Balance of each Group T2 Regular Interest shall
never be less than zero.
With respect to each Shifting Interest Regular Interest, the amount of such
Shifting Interest Regular Interest outstanding as of any date of determination.
As of the Closing Date, the Uncertificated Balance of each Shifting Interest
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial Uncertificated Balance. On each Distribution Date, the
Uncertificated Balance of each Shifting Interest Regular Interest shall be
reduced by all distributions of principal made on such Shifting Interest on such
Distribution Date pursuant to Section 5.02 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 5.04 if and to the extent necessary and
appropriate, shall be increased by the Class 1-A-11 Accrual Distribution Amount
and Class 1-A-12 Accrual Distribution Amount as provided in Section 5.02. The
Uncertificated Balance of each Shifting Interest Regular Interest shall never be
less than zero.
Uncertificated Lower-Tier II Interests: The Uncertificated Lower-Tier II
Regular Interests and the Class II-LR interest, which represents the sole class
of residual interest in the Lower-Tier II REMIC.
Uncertificated Lower-Tier II Regular Interest: A regular interest in the
Lower-Tier II REMIC which is held as an asset of the Middle-Tier II REMIC and is
entitled to monthly distributions as provided in Section 5.03 hereof. Any of the
Class LRII-I Interest, the Class LRIIA-1-A Interest through the Class LRIIA-2-B
Interest, the Class LRIIA-4-A Interest through the Class LRIIA-4-B Interest, the
Class LRIIA-6-A Interest through the Class LRIIA-36-B Interest, the Class
LRIIA-40-A Interest through the Class LRIIA-62-B Interest, the Class LRIIB-1-A
Interest through the Class LRIIB-24-B Interest, the Class LRIIB-28-A Interest
through Class LRIIB-62-B Interest, are Uncertificated Lower-Tier II Regular
Interests.
Uncertificated Lower-Tier II REMIC Pass-Through Rate: With respect to the
Class LRII-I Interest, a per annum rate equal to the weighted average of the Net
Mortgage Interest Rates of the Group T2 Mortgage Loans.
With respect to the Class LRIIA-1-A through the Class LRIIA-2-B Interests,
the Class LRIIA-4-A through the Class LRIIA-4-B Interests, the Class LRIIA-6-A
through the Class LRIIA-36-B Interests and the Class LRIIA-40-A through the
Class LRIIA-62-B Interests ending with the designation "A," a per annum rate
equal to the weighted average of the Net Mortgage Interest Rates of the Group T2
Mortgage Loans multiplied by 2, subject to a maximum rate of Fixed Payer Rate 1
multiplied by 2. With respect to each Class LRIIA-1-A through the Class
LRIIA-2-B Interests, the Class LRIIA-4-A through the Class LRIIA-4-B Interests,
the Class LRIIA-6-A through the Class LRIIA-36-B Interests and the Class
LRIIA-40-A through the Class LRIIA-62-B Interests ending with the designation
"B," a per annum rate equal to the excess, if any, of (i) 2 multiplied by the
weighted average of the Net Mortgage Interest Rates of the Group T2 Mortgage
Loans over (ii) Fixed Payer Rate 1 multiplied by 2 (or 0.00% if there is no such
excess).
-84-
With respect to the Class LRIIB-1-A through the Class LRIIB-24-B Interests
and the Class LRIIB-28-A through the Class LRIIB-62-B Interests ending with the
designation "A," a per annum rate equal to the weighted average of the Net
Mortgage Interest Rates of the Group T2 Mortgage Loans multiplied by 2, subject
to a maximum rate of Fixed Payer Rate 2 multiplied by 2. With respect to each
Class LRIIB-1-A through the Class LRIIB-24-B Interests and the Class LRIIB-28-A
through the Class LRIIB-62-B Interests ending with the designation "B," a per
annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
average of the Net Mortgage Interest Rates of the Group T2 Mortgage Loans over
(ii) Fixed Payer Rate 2 multiplied by 2 (or 0.00% if there is no such excess).
Uncertificated Middle-Tier II Interests: The Uncertificated Middle-Tier II
Regular Interests and the Class II-MR interest, which represents the sole class
of residual interest in the Middle-Tier II REMIC.
Uncertificated Middle-Tier II Regular Interest: A regular interest in the
Middle-Tier II REMIC which is held as an asset of the Upper-Tier II REMIC and is
entitled to monthly distributions as provided in Section 5.03 hereof. Any of the
Class MRI-AA Interest, the Middle-Tier II Corresponding Marker Interests, the
Class MRII-ZZ Interest, the Class MRII-IO1 Interest, the Class MRII-IO2 Interest
and the Class MRII-P Interest are Uncertificated Middle-Tier II Regular
Interests.
Uncertificated Middle-Tier II REMIC Pass-Through Rate: With respect to the
Class MRII-AA Interest, the Middle-Tier II Corresponding Marker Interests, the
Class MRII-ZZ Interest and the Class MRII-P Interest, a per annum rate (but not
less than zero) equal to the weighted average of: (x) with respect to the Class
LRII-I Interest and each Uncertificated Lower-Tier II Interest ending with the
designation "B," the weighted average of the Uncertificated Lower-Tier II REMIC
Pass-Through Rates for such Uncertificated Lower-Tier II Regular Interests,
weighted on the basis of the Uncertificated Balances of such Uncertificated
Lower-Tier II Regular Interests for each such Distribution Date and (y) with
respect to Uncertificated Lower-Tier II Interests ending with the designation
"A," for each Distribution Date listed below, the weighted average of the rates
listed below for each such Uncertificated Lower-Tier II Regular Interest listed
below, weighted on the basis of the Uncertificated Balances of each such
Uncertificated Lower-Tier II Interest for each such Distribution Date:
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
1 LRIIA-1-A through LRIIA-2-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-4-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
2 LRIIA-2-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-4-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
3-4 LRIIA-4-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-6-A through LRIIA-36-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-40-A through LRIIA-62-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
-85-
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
5-6 LRIIA-6-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
7 LRIIA-7-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8 LRIIA-8-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-7-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
9 LRIIA-9-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-8-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
10 LRIIA-10-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-9-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
11 LRIIA-11-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-10-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
12 LRIIA-12-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-11-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
13 LRIIA-13-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-12-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
14 LRIIA-14-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-13-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
15 LRIIA-15-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
-86-
-------------------------------------------------------------- ---------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
-------------------------------------------------------------- ---------------------------------------------------------------------
-------------------------------------------------------------- ---------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-14-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
16 LRIIA-16-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-15-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
17 LRIIA-17-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-16-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
18 LRIIA-18-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-17-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
19 LRIIA-19-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-18-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
20 LRIIA-20-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-19-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
21 LRIIA-21-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-20-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
22 LRIIA-22-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-21-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
23 LRIIA-23-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-22-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
24 LRIIA-24-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-23-A
------------------------------------------------------------------------------------------------------------------------------------
-87-
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
25 LRIIA-25-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-24-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
26 LRIIA-26-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-25-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
27 LRIIA-27-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-26-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
28 LRIIA-28-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-27-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
29 LRIIA-29-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-28-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
30 LRIIA-30-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-29-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
31 LRIIA-31-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-30-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
32 LRIIA-32-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-31-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
33 LRIIA-33-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-32-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
34 LRIIA-34-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
-88-
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-33-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
35 LRIIA-35-A through LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-34-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
36 LRIIA-36-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
LRIIA-40-A through LRIIA-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-35-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
37-40 LRIIA-40-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
41 LRIIA-41-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
42 LRIIA-42-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-41-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
43 LRIIA-43-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-42-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
44 LRIIA-44-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-43-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
45 LRIIA-45-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-44-A
------------------------------------------------------------------------------------------------------------------------------------
-89-
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
46 LRIIA-46-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-45-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
47 LRIIA-47-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-46-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
48 LRIIA-48-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-47-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
49 LRIIA-49-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-48-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
50 LRIIA-50-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-49-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
51 LRIIA-51-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-50-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
52 LRIIA-52-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-4-A through LRIIA-51-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
53 LRIIA-53-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-52-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
54 LRIIA-54-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
-90-
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-53-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
55 LRIIA-55-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-54-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
56 LRIIA-56-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-55-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
57 LRIIA-57-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-56-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
58 LRIIA-58-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-57-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
59 LRIIA-59-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-58-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
60 LRIIA-60-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-59-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
61 LRIIA-61-A through LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-60-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
62 LRIIA-62-A 2 multiplied by Swap 1 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
-91-
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-61-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Thereafter LRIIA-1-A through LRIIA-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
1 LRIIB-1-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
2 LRIIB-2-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
3 LRIIB-3-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-2-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
4 LRIIB-4-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-3-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
5 LRIIB-5-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-4-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
6 LRIIB-6-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-5-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
7 LRIIB-7-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-6-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8 LRIIB-8-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-7-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
9 LRIIB-9-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-8-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
10 LRIIB-10-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-9-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
11 LRIIB-11-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-10-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
-92-
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
12 LRIIB-12-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-11-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
13 LRIIB-13-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-12-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
14 LRIIB-14-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-13-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
15 LRIIB-15-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-14-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
16 LRIIB-16-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-15-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
17 LRIIB-17-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-16-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
18 LRIIB-18-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-17-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
19 LRIIB-19-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-18-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
20 LRIIB-20-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-19-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
21 LRIIB-21-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-20-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
22 LRIIB-22-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-21-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
23 LRIIB-23-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-22-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
24 LRIIB-24-A through LRIIB-24-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
LRIIB-28-A through LRIIB-62-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-23-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
-93-
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
25-28 LRIIB-28-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-6-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
29 LRIIB-29-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
30 LRIIB-30-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-29-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
31 LRIIB-31-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-30-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
32 LRIIB-32-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-31-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
33 LRIIB-33-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-32-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
34 LRIIB-34-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-33-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
35 LRIIB-35-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-34-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
36 LRIIB-36-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-35-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
37 LRIIB-37-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-36-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
38 LRIIB-38-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-37-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
-94-
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
39 LRIIB-39-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-38-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
40 LRIIB-40-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-39-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
41 LRIIB-41-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-40-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
42 LRIIB-42-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-41-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
43 LRIIB-43-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-42-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
44 LRIIB-44-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-43-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
45 LRIIB-45-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-44-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
46 LRIIB-46-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-45-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
47 LRIIB-47-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-46-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
48 LRIIB-48-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-47-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
49 LRIIB-49-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-48-A
------------------------------------------------------------------------------------------------------------------------------------
-95-
------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
50 LRIIB-50-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-49-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
51 LRIIB-51-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-50-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
52 LRIIB-52-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-4-A through LRIIB-51-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
53 LRIIB-53-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-52-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
54 LRIIB-54-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-53-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
55 LRIIB-55-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-54-A
-------------------- ---------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
56 LRIIB-56-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-55-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
57 LRIIB-57-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-56-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
58 LRIIB-58-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-57-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
59 LRIIB-59-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-58-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
60 LRIIB-60-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------------------------------------------------
Distribution Date Uncertificated Lower-Tier II Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-28-A through LRIIB-59-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
61 LRIIB-61-A through LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-60-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
62 LRIIB-62-A 2 multiplied by Swap 2 LIBOR, subject to a maximum rate of
Uncertificated Lower-Tier II REMIC Pass-Through Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-61-A
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Thereafter LRIIB-1-A through LRIIB-24-A Uncertificated Lower-Tier II REMIC Pass-Through Rate
LRIIB-28-A through LRIIB-62-A
------------------------------------------------------------------------------------------------------------------------------------
With respect to the Class MRII-IO1 Interest and (i) the first Distribution
Date through the 62nd Distribution Date, the excess, if any, of (x) the weighted
average of the Uncertificated Lower-Tier II REMIC Pass-Through Rates for the
Class LRIIA-1-A through the Class LRIIA-2-B Interests, the Class LRIIA-4-A
through the Class LRIIA-4-B Interests, the Class LRIIA-6-A through the Class
LRIIA-36-B Interests and the Class LRIIA-40-A through the Class LRIIA-62-B
Interests ending with the designation "A," over (y) 2 multiplied by Swap 1 LIBOR
(or 0.00% if there is no such excess) and (ii) thereafter, 0.00%.
With respect to the Class MRII-IO2 Interest and (i) the first Distribution
Date through the 62nd Distribution Date, the excess, if any, of (x) the weighted
average of the Uncertificated Lower-Tier II REMIC Pass-Through Rates for the
Class LRIIB-1-A through the Class LRIIB-24-B Interests and the Class LRIIB-28-A
through the Class LRIIB-62-B Interests ending with the designation "A," over (y)
2 multiplied by Swap 2 LIBOR (or 0.00% if there is no such excess) and (ii)
thereafter, 0.00%.
Uncertificated Notional Amount: With respect to the Class MRII-IO1 Interest
and each Distribution Date listed below, a notional amount equal to the
aggregate Uncertificated Balances of the Uncertificated Lower-Tier II Interests
specified below:
Distribution Date Uncertificated Lower-Tier II Interest
----------------- -------------------------------------
1 LRIIA-1-A through XXXXX-0-X
XXXXX-0-X XXXXX-0-X through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
0 XXXXX-0-X
XXXXX-0-X
XXXXX-0-X through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
3-4 LRIIA-4-A
LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
5-6 LRIIA-6-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
7 LRIIA-7-A through LRIIA-36-A
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LRIIA-40-A through LRIIA-62-A
8 LRIIA-8-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
9 LRIIA-9-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
10 LRIIA-10-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
11 LRIIA-11-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
12 LRIIA-12-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
13 LRIIA-13-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
14 LRIIA-14-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
15 LRIIA-15-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
16 LRIIA-16-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
17 LRIIA-17-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
18 LRIIA-18-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
19 LRIIA-19-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
20 LRIIA-20-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
21 LRIIA-21-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
22 LRIIA-22-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
23 LRIIA-23-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
24 LRIIA-24-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
25 LRIIA-25-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
26 LRIIA-26-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
27 LRIIA-27-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
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28 LRIIA-28-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
29 LRIIA-29-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
30 LRIIA-30-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
31 LRIIA-31-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
32 LRIIA-32-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
33 LRIIA-33-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
34 LRIIA-34-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
35 LRIIA-35-A through LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
36 LRIIA-36-A
LRIIA-40-A through LRIIA-62-A
37-40 LRIIA-40-A through LRIIA-62-A
41 LRIIA-41-A through LRIIA-62-A
42 LRIIA-42-A through LRIIA-62-A
43 LRIIA-43-A through LRIIA-62-A
44 LRIIA-44-A through LRIIA-62-A
45 LRIIA-45-A through LRIIA-62-A
46 LRIIA-46-A through LRIIA-62-A
47 LRIIA-47-A through LRIIA-62-A
48 LRIIA-48-A through LRIIA-62-A
49 LRIIA-49-A through LRIIA-62-A
50 LRIIA-50-A through LRIIA-62-A
51 LRIIA-51-A through LRIIA-62-A
52 LRIIA-52-A through LRIIA-62-A
53 LRIIA-53-A through LRIIA-62-A
54 LRIIA-54-A through LRIIA-62-A
55 LRIIA-55-A through LRIIA-62-A
56 LRIIA-56-A through LRIIA-62-A
57 LRIIA-57-A through LRIIA-62-A
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58 LRIIA-58-A through LRIIA-62-A
59 LRIIA-59-A through LRIIA-62-A
60 LRIIA-60-A through LRIIA-62-A
61 LRIIA-61-A through LRIIA-62-A
62 LRIIA-62-A
Thereafter $0.00
With respect to the Class Swap-IO1 Interest and any Distribution Date, an
amount equal to the Uncertificated Notional Amount of the Class MRII-IO1
Interest.
With respect to the Class MRII-IO2 Interest and each Distribution Date
listed below, a notional amount equal to the aggregate Uncertificated Balances
of the Uncertificated Lower-Tier II Interests specified below:
Distribution Date Uncertificated Lower-Tier II Interest
------------------ -------------------------------------------------------
1 LRIIB-1-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
2 LRIIB-2-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
3 LRIIB-3-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
4 LRIIB-4-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
5 LRIIB-5-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
6 LRIIB-6-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
7 LRIIB-7-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
8 LRIIB-8-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
9 LRIIB-9-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
10 LRIIB-10-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
11 LRIIB-11-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
12 LRIIB-12-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
13 LRIIB-13-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
-100-
14 LRIIB-14-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
15 LRIIB-15-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
16 LRIIB-16-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
17 LRIIB-17-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
18 LRIIB-18-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
19 LRIIB-19-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
20 LRIIB-20-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
21 LRIIB-21-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
22 LRIIB-22-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
23 LRIIB-23-A through LRIIB-24-A
LRIIB-28-A through LRIIB-62-A
24 LRIIB-24-A through LRIIB-24-A
LRIIB-28-A through XXXXX-00-X
00-00 XXXXX-00-X through LRIIB-62-A
29 LRIIB-29-A through LRIIB-62-A
30 LRIIB-30-A through LRIIB-62-A
31 LRIIB-31-A through LRIIB-62-A
32 LRIIB-32-A through LRIIB-62-A
33 LRIIB-33-A through LRIIB-62-A
34 LRIIB-34-A through LRIIB-62-A
35 LRIIB-35-A through LRIIB-62-A
36 LRIIB-36-A through LRIIB-62-A
37 LRIIB-37-A through LRIIB-62-A
38 LRIIB-38-A through LRIIB-62-A
39 LRIIB-39-A through LRIIB-62-A
40 LRIIB-40-A through XXXXX-00-X
00 XXXXX-00-X through LRIIB-62-A
-101-
42 LRIIB-42-A through LRIIB-62-A
43 LRIIB-43-A through LRIIB-62-A
44 LRIIB-44-A through LRIIB-62-A
45 LRIIB-45-A through LRIIB-62-A
46 LRIIB-46-A through LRIIB-62-A
47 LRIIB-47-A through LRIIB-62-A
48 LRIIB-48-A through LRIIB-62-A
49 LRIIB-49-A through LRIIB-62-A
50 LRIIB-50-A through LRIIB-62-A
51 LRIIB-51-A through LRIIB-62-A
52 LRIIB-52-A through LRIIB-62-A
53 LRIIB-53-A through LRIIB-62-A
54 LRIIB-54-A through LRIIB-62-A
55 LRIIB-55-A through LRIIB-62-A
56 LRIIB-56-A through LRIIB-62-A
57 LRIIB-57-A through LRIIB-62-A
58 LRIIB-58-A through LRIIB-62-A
59 LRIIB-59-A through LRIIB-62-A
60 LRIIB-60-A through LRIIB-62-A
61 LRIIB-61-A through LRIIB-62-A
62 LRIIB-62-A
Thereafter $0.00
With respect to the Class Swap-IO2 Interest and any Distribution Date, an
amount equal to the Uncertificated Notional Amount of the Class MRII-IO2
Interest.
Uncertificated Shifting Interest Lower-Tier Interest: The Uncertificated
Shifting Interest Lower-Tier Regular Interests and the Class SI-LR interest,
which represents the sole class of residual interest in the Shifting Interest
Lower-Tier REMIC.
Uncertificated Shifting Interest Lower-Tier Regular Interest: A regular
interest in the Shifting Interest Lower-Tier REMIC which is held as an asset of
the Shifting Interest Middle-Tier REMIC and is entitled to monthly distributions
as provided in Section 5.02 hereof. Any of the Class 1-L Interest, Class 1-LS
Interest, Class 1-LPO Interest, Class 2-L Interest, Class 2-LS Interest, Class
3-L Interest, Class 3-LS Interest, Class 3-LIO Interest, Class 4-L Interest,
Class 4-LS Interest, Class 4-LIO Interest, Class 4-LPO Interest, Class 5-L
-102-
Interest, Class 5-LS Interest, Class 5-LIO Interest, Class 5-LPO Interest, Class
6-L Interest, Class 6-LS Interest, Class 6-LPO Interest, Class 7-L Interest,
Class 7-LS Interest, Class 8-L Interest, Class 8-LS Interest and Class 8-LIO
Interest are Uncertificated Shifting Interest Lower-Tier Regular Interests.
Uncertificated Shifting Interest Lower-Tier REMIC Pass-Through Rate: As set
forth in the Preliminary Statement.
Uncertificated Shifting Interest Middle-Tier Interests: The Uncertificated
Shifting Interest Middle-Tier Regular Interests and the SI-MR interest, which
represents the sole class of residual interest in the Shifting Interest
Middle-Tier REMIC.
Uncertificated Shifting Interest Middle-Tier Regular Interest: A regular
interest in the Shifting Interest Middle-Tier REMIC which is held as an asset of
the Shifting Interest Upper-Tier REMIC and is entitled to monthly distributions
as provided in Section 5.02 hereof. Any of the Class MRI-1AR Interest, Class
MRI-1A1 Interest, Class MRI-1PO Interest, Class MRI-2A1 Interest, Class MRI-2A2
Interest, Class MRI-3A1 Interest, Class MRI-3IO Interest, Class MRI-4A1
Interest, Class MRI-4IO Interest, Class MRI-4PO Interest, Class MRI-5A1
Interest, Class MRI-5IO Interest, Class MRI-5PO Interest, Class MRI-6A1
Interest, Class MRI-6PO Interest, Class MRI-7A1 Interest, Class MRI-8A1
Interest, Class MRI-8IO Interest, Class MRI-NM Interest, Class MRI-NB1 Interest,
Class MRI-NB2 Interest, Class MRI-NB3 Interest, Class MRI-NB4 Interest, Class
MRI-NB5 Interest, Class MRI-NB6 Interest, Class MRI-SB1 Interest, Class MRI-SB2
Interest, Class MRI-SB3 Interest, Class MRI-SB4 Interest, Class MRI-SB5
Interest, and Class MRI-SB6 Interest are Uncertificated Shifting Interest
Middle-Tier Regular Interests.
Uncertificated Shifting Interest Middle-Tier REMIC Pass-Through Rate: With
respect to the Class MRI-1AR Interest, Class MRI-1A1 Interest, Class MRI-1PO
Interest, Class MRI-2A1 Interest, Class MRI-2A2 Interest, Class MRI-3A1
Interest, Class MRI-3IO Interest, Class MRI-4A1 Interest, Class MRI-4IO
Interest, Class MRI-4PO Interest, Class MRI-5A1 Interest, Class MRI-5IO
Interest, Class MRI-5PO Interest, Class MRI-6A1 Interest, Class MRI-6PO
Interest, Class MRI-7A1 Interest, Class MRI-8A1 Interest, Class MRI-8IO
Interest, as set forth in the Preliminary Statement.
With respect to the Class MRI-NM Interest, Class MRI-NB1 Interest, Class
MRI-NB2 Interest, Class MRI-NB3 Interest, Class MRI-NB4 Interest, Class MRI-NB5
Interest and Class MRI-NB6 Interest, the weighted average of the Uncertificated
Shifting Interest Lower-Tier REMIC Pass-Through Rate for the Class 1-LS
Interest, Class 2-LS Interest and Class 3-LS Interest.
With respect to the Class MRI-SB1 Interest, Class MRI-SB2 Interest, Class
MRI-SB3 Interest, Class MRI-SB4 Interest, Class MRI-SB5 Interest and Class
MRI-SB6 Interest, the weighted average of the Uncertificated Shifting Interest
Lower-Tier REMIC Pass-Through Rates for the Class 4-LS Interest, Class 5-LS
Interest, Class 6-LS Interest, Class 7-LS Interest and Class 8-LS Interest.
Uncertificated Upper-Tier II REMIC Pass-Through Rate: As set forth in the
Preliminary Statement.
-103-
Undercollateralized Amount: As defined in Section 5.02(b)(iv).
Undercollateralized Group: As defined in Section 5.02(b)(iv).
Underwriter's Exemption: An exemption listed in footnote 1 of, and as
amended by, Prohibited Transaction Exemption 2007-05, 72 Fed Reg 13130 (March
20, 2007) and any successor exemption.
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.
Unpaid Realized Loss Amount: For any Class of Senior Overcollateralized
Certificates or Mezzanine Certificates and as to any Distribution Date, the
excess of (x) the cumulative amount of Applied Realized Loss Amounts allocated
to such Class for all prior Distribution Dates over (y) the sum of (a) the
cumulative amount of any Recoveries allocated to such Class, (b) the cumulative
amount of Realized Loss Amortization Amounts with respect to such Class for all
prior Distribution Dates and (c) the cumulative amount of Unpaid Realized Loss
Amounts reimbursed to such class for all prior Distribution Dates from the
Supplemental Interest Trust.
Upper-Tier II Interests: The Uncertificated Upper-Tier II Regular Interests
and the Class II-UR interest, which represents the sole class of residual
interest in the Upper-Tier II REMIC.
Upper-Tier II Certificate Sub-Account: The sub-account of the Certificate
Account designated by the Securities Administrator pursuant to Section 3.09(i).
Upper-Tier II Regular Interest: Any of the regular interests in the
Upper-Tier II REMIC listed in the Preliminary Statement, the ownership of which
is represented, in part, by the Overcollateralized Certificates, the Class
Swap-IO1 Interest and the Class Swap-IO2 Interest.
Upper-Tier II REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Uncertificated Middle-Tier II Interests and such amounts as
shall be deemed held in the Upper-Tier II Certificate Sub-Account.
Upper-Tier II REMIC Net WAC Cap: For federal income tax purposes, for any
Distribution Date with respect to the Upper-Tier II Regular Interests, the
weighted average (adjusted, in the case of the Class T-A-1A Interest, the Class
T-A-2 Interest, the Class T-A-4 Interest, the Class T-A-7 Interest, the Class
T-A-P1 Interest, the Class T-A-P2 Interest, the Class T-M-1 Interest, the Class
T-M-2 Interest, the Class T-M-3 Interest, the Class T-M-4 Interest and the Class
T-M-5 Interest, for the actual number of days elapsed in the related Interest
Accrual Period) of the Uncertificated Middle-Tier II Pass-Through Rate on the
Uncertificated Middle-Tier II Regular Interests (other than any Swap IO Regular
Interests), weighted on the basis of the Uncertificated Balance of each such
Uncertificated Middle-Tier II Regular Interests.
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,
-104-
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) 92%
of all Voting Rights shall be allocated to the Holders of the Senior
Certificates (other than the Class 1-A-R, Class 2-A-3, Class 3-A-4, Class 3-IO,
Class 4-A-2 and Class S-IO Certificates), the Shifting Interest Subordinated
Certificates and the Mezzanine Certificates in proportion to the Certificate
Balances of their respective Certificates, (b) 1% of all Voting Rights shall be
allocated to the Holders of the Class 1-A-R Certificate, (c) 1% of all Voting
Rights shall be allocated to the Holders of the Class 2-A-3 Certificates, (d) 1%
of all Voting Rights shall be allocated to the Holders of the Class 3-A-4
Certificates, (e) 1% of all Voting Rights shall be allocated to the Holders of
the Class 3-IO Certificates, (f) 1% of all Voting Rights shall be allocated to
the Holders of the Class 4-A-2 Certificates, (g) 1% of all Voting Rights shall
be allocated to the Holders of the Class S-IO Certificates, (h) 1% of all Voting
Rights shall be allocated to the Holders of the Class CE Certificates and (i) 1%
of all Voting Rights shall be allocated to the Holders of the Class P
Certificates.
Xxxxx Fargo: Xxxxx Fargo Bank, N.A., in its capacity as servicer under the
Xxxxx Fargo Servicing Agreement.
Xxxxx Fargo Servicing Agreement: Each of (a) collectively, (i) that certain
Second Amended and Restated Master Seller's Warranties and Servicing Agreement,
dated as of May 1, 2006, by and between BANA and Xxxxx Fargo, (ii) that certain
Second Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of
May 1, 2006, by and between BANA and Xxxxx Fargo, and (iii) the Assignment,
Assumption and Recognition Agreement, dated May 31, 2007, by and among BANA, the
Depositor, the Trustee and Xxxxx Fargo, and (b) collectively, (i) that certain
Servicing Agreement, dated as of July 1, 2006, by and between BANA and Xxxxx
Fargo and (ii) the Assignment, Assumption and Recognition Agreement, dated May
31, 2007, by and among BANA, the Depositor, the Trustee and Xxxxx Fargo.
WHFIT: A "Widely Held Fixed Investment Trust" as that term is defined in
Treasury Regulations ss. 1.671-5(b)(22) or successor provisions.
WHFIT Regulations: Treasury Regulations ss. 1.671-5, as amended.
Withdrawal Date: The Business Day prior to related Remittance Date.
Section 1.02 Interest Calculations.
All calculations of interest with respect to the Certificates (other than
the Class T-A-1A, Class T-A-2, Class T-A-4, Class T-A-7, Class T-A-P1, Class
T-A-P2, Class T-M-1, Class T-M-2, Class T-M-3, Class T-M-4 and Class T-M-5
Certificates) and each interest-bearing Component will be made on a 360-day year
-105-
consisting of twelve (12) 30-day months. All calculations of interest with
respect to the Floating Rate Certificates will be made on a 360-day year
consisting of twelve (12) months, each of which has the actual number of days in
such month. All dollar amounts calculated hereunder shall be rounded to the
nearest xxxxx with one-half of one xxxxx being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee
on behalf of the Trust for the benefit of the Certificateholders, without
recourse, all the right, title and interest of the Depositor in and to the
Mortgage Loans and the related Mortgage Files, including all interest and
principal received on or with respect to the Mortgage Loans (other than payments
of principal and interest due and payable on the Mortgage Loans on or before the
Cut-off Date) and the Depositor's rights under the BANA Servicing Agreement and
under the Mortgage Loan Purchase Agreement, including the rights of the
Depositor as assignee of the Sponsor with respect to the Sponsor's rights under
the Servicing Agreements (other than 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. In addition, the Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Trustee on behalf of the Trust for the benefit of the Certificateholders,
without recourse, the Depositor's rights to receive any BPP Mortgage Loan
Payment. It is agreed and understood by the parties hereto that it is not
intended that any mortgage loan be included in the Trust that is a "High-Cost
Home Loan" as defined in any of (i) the New Jersey Home Ownership Act effective
November 27, 2003, (ii) the New Mexico Home Loan Protection Act effective
January 1, 2004, (iii) the Massachusetts Predatory Home Loan Practices Act
effective November 7, 2004 or (iv) the Indiana Home Loan Practices Act,
effective January 1, 2005.
(b) In connection with such transfer and assignment, the Depositor has
delivered or caused to be delivered to the Trustee, or a Custodian on behalf of
the Trustee, for the benefit of the Certificateholders, the following documents
or instruments with respect to each Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by manual or facsimile
signature in the following form: "Pay to the order of U.S. Bank National
Association, as trustee for holders of Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2007-4, 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)
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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 and other than with respect to the
Mortgage Loans purchased by the Sponsor from Xxxxx Fargo, 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 "U.S. Bank National Association, as
trustee for the holders of Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2007-4" (which may be included in a
blanket assignment or assignments), together with, except as provided below
and other than with respect to the Mortgage Loans purchased by the Sponsor
from Xxxxx Fargo, originals of all interim recorded assignments of such
mortgage or a copy of such interim assignment certified by the applicable
Servicer (which may be part of a blanket certification) as being a true and
complete copy of the original recorded intervening assignments of Mortgage
(each such assignment, when duly and validly completed, to be in recordable
form and sufficient to effect the assignment of and transfer to the
assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such Assignment of Mortgage may exclude
the information to be provided by the recording office; and provided,
further, if the related Mortgage has been recorded in the name of Mortgage
Electronic Registration Systems, Inc. ("MERS") or its ---- designee, no
Assignment of Mortgage in favor of the Trustee will be required to be
prepared or delivered and instead, the Master Servicer shall enforce the
obligations of the applicable Servicer to take all actions as are necessary
to cause the Trust to be shown as the owner of the related Mortgage Loan on
the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS;
(iv) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon, if any;
(v) other than with respect to the Mortgage Loans purchased by the
Sponsor from Xxxxx Fargo, 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;
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(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 (other than
with respect to any Mortgage Loan secured by Cooperative Stock purchased by
the Sponsor from Xxxxx Fargo), the originals of the following documents or
instruments:
(A) The Cooperative Stock Certificate;
(B) The stock power executed in blank;
(C) The executed Cooperative Lease;
(D) The executed Recognition Agreement;
(E) The executed assignment of Recognition Agreement, if any;
(F) The executed UCC-1 financing statement with evidence of
recording thereon; and
(G) Executed UCC-3 financing statements or other appropriate UCC
financing statements required by state law, evidencing a complete and
unbroken line from the mortgagee to the Trustee with evidence of
recording thereon (or in a form suitable for recordation).
provided, however, that on the Closing Date, with respect to item (iii), if an
Assignment of Mortgage is required to be recorded as set forth below, the
Depositor has delivered to the Trustee or a Custodian on behalf of the Trustee,
as the case may be, 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), if applicable,
satisfying the requirements of clause (ii), (iii), (iv) or (v) above,
respectively, concurrently with the execution and delivery hereof because such
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document or documents have not been returned from the applicable public
recording office in the case of clause (ii), (iii) or (iv) above, or because the
title policy, if applicable, has not been delivered to any of the related
Servicer, the Sponsor or the Depositor, as applicable, by the applicable title
insurer, if any, in the case of clause (v) above, the Depositor shall promptly
deliver or cause to be delivered to the Trustee or a Custodian on behalf of the
Trustee, as the case may be, 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 (1) 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 an Officer's Certificate to such effect to the Trustee. The Depositor
shall forward or cause to be forwarded to the Trustee or a Custodian, on behalf
of the Trustee, as the case may be, (1) from time to time additional original
documents evidencing an assumption or modification of a Mortgage Loan and (2)
any other documents required to be delivered by the Depositor, or the applicable
Servicer to the Trustee or a Custodian on the Trustee's behalf, as the case may
be. In the event that the original Mortgage is not delivered and in connection
with the payment in full of the related Mortgage Loan the public recording
office requires the presentation of a "lost instruments affidavit and indemnity"
or any equivalent document, because only a copy of the Mortgage can be delivered
with the instrument of satisfaction or reconveyance, the Depositor shall
prepare, execute and deliver or cause to be prepared, executed and delivered, on
behalf of the Trust, such a document to the public recording office.
Upon discovery by the Depositor or notice from Xxxxx Fargo, the Master
Servicer, the Securities Administrator or Trustee that a Document Transfer Event
has occurred, the Depositor shall, with respect to Mortgage Loans purchased by
the Sponsor from Xxxxx Fargo, deliver or cause to be delivered to the Trustee or
a Custodian, on behalf of the Trustee, within 60 days copies (which may be in
electronic form mutually agreed upon by the Depositor and the Trustee or such
Custodian) of the following additional documents or instruments to the Mortgage
File with respect to each such Mortgage Loan; provided, however, that originals
of such documents or instruments shall be delivered to the Trustee or a
Custodian on behalf of the Trustee, as applicable, if originals are required
under the law in which the related Mortgaged Property is located in order to
exercise all remedies available to the Trust under applicable law following
default by the related Mortgagor:
(1) other than if the related Mortgage has been recorded in the name
of MERS or its designee, originals of all interim recorded assignments of such
mortgage or a copy of such interim assignments certified by Xxxxx Fargo (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);
(2) the original or a certified copy of the lender's title insurance
policy;
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(3) the original Mortgage with evidence of recording thereon, and the
original recorded power of attorney, if the Mortgage was executed pursuant to a
power of attorney, with evidence of recording thereon or, if such Mortgage or
power of attorney has been submitted for recording but has not been returned
from the applicable public recording office, has been lost or is not otherwise
available, a copy of such Mortgage or power of attorney, as the case may be,
certified to be a true and complete copy of the original submitted for
recording; and
(4) for each Mortgage Loan secured by Cooperative Stock, the originals
of the following documents or instruments:
(H) The Cooperative Stock Certificate;
(I) The stock power executed in blank;
(J) The executed Cooperative Lease;
(K) The executed Recognition Agreement;
(L) The executed assignment of Recognition Agreement, if any;
(M) The executed UCC-1 financing statement with evidence of
recording thereon; and
(N) 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).
With respect to each Mortgage Loan, as promptly as practicable subsequent
to such transfer and assignment, the Master Servicer shall (except for any
Mortgage which has been recorded in the name of MERS or its designee) enforce
the obligations of the related Servicer pursuant to the related Servicing
Agreement to (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within the
time period required in the applicable Servicing Agreement and (II) at the
Depositor's expense, cause to be delivered for recording in the appropriate
public office for real property records the Assignments of the Mortgages to the
Trustee, except that, with respect to any Assignment of a Mortgage as to which
the related Servicer has not received the information required to prepare such
assignment in recordable form, such Servicer's obligation to do so and to
deliver the same for such recording shall be as soon as practicable after
receipt of such information and in accordance with the applicable Servicing
Agreement.
No recording of an Assignment of Mortgage will be required in a state if
either (i) the Depositor furnishes to the Trustee and the Securities
Administrator an unqualified Opinion of Counsel reasonably acceptable to the
Trustee and the Securities Administrator to the effect that recordation of such
assignment is not necessary under applicable state law to preserve the Trustee's
interest in the related Mortgage Loan against the claim of any subsequent
transferee of such Mortgage Loan or any successor to, or creditor of, the
Depositor or the originator of such Mortgage Loan or (ii) the recordation of an
Assignment of Mortgage in such state is not required by either Rating Agency in
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order to obtain the initial ratings on the Certificates on the Closing Date.
Exhibit J attached hereto sets forth the list of all states where recordation is
required by any Rating Agency to obtain the initial ratings of the Certificates.
The Securities Administrator and the Trustee may rely and shall be protected in
relying upon the information contained in such Exhibit J.
In the case of Mortgage Loans that have been prepaid in full as of the
Closing Date, the Depositor, in lieu of delivering the above documents to the
Trustee, or a Custodian on the Trustee's behalf, 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 the such account pursuant to Section 3.09.
Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares
that it, or a Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it or a Custodian as its
agent, as the case may be, constituting the Mortgage Files, and that it will
hold such other assets as are included in the Trust Estate delivered to it, in
trust for the exclusive use and benefit of all present and future
Certificateholders. Upon execution and delivery of this document, the Trustee
shall deliver or cause a Custodian to deliver to the Depositor, the Master
Servicer and the NIMS Insurer a certification in the form attached hereto as
Exhibit K (the "Initial Certification") to the effect that, except as may be
specified in a list of exceptions attached thereto, such Person has received the
original Mortgage Note relating to each of the Mortgage Loans listed on the
Mortgage Loan Schedule.
Within 90 days after the execution and delivery of this Agreement, the
Trustee shall review, or cause a Custodian, on behalf of the Trustee, to review,
the Mortgage Files in such Person's possession, and shall deliver to the
Depositor, the Master Servicer and the NIMS Insurer a certification in the form
attached hereto as Exhibit L (the "Final Certification") to the effect that, as
to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be
specified in a list of exceptions attached to such Final Certification, such
Mortgage File contains all of the items required to be delivered pursuant to
Section 2.01(b). In performing any such review, the Trustee or a Custodian, as
the case may be, may conclusively rely on the purported genuineness of any such
document and any signature thereon.
If, in the course of such review, the Trustee or a Custodian finds any
document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01 or is omitted from such Mortgage File or if the
Depositor, the Master Servicer, the Trustee, a Custodian, the NIMS Insurer or
the Securities Administrator discovers a breach by a Servicer, North Fork Bank,
an originator, the Sponsor or the Depositor of any representation, warranty or
covenant under the Servicing Agreements, the North Fork Bank Assignment
Agreements, an underlying sale agreement, the Mortgage Loan Purchase Agreement
or this Agreement, as the case may be, in respect of any Mortgage Loan and such
breach materially adversely affects the interest of the Certificateholders in
the related Mortgage Loan (provided that any such breach that causes the
Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code shall be deemed to materially and adversely affect the
interests of the Certificateholders), then such party shall promptly so notify
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the Master Servicer, the Sponsor, the applicable Servicer, North Fork Bank (if
applicable), the applicable originator, the Securities Administrator, the
Trustee, the NIMS Insurer and the Depositor of such failure to meet the
requirements of Section 2.01 or of such breach and request that the applicable
Servicer, North Fork Bank, the applicable originator, the Sponsor or the
Depositor, as applicable, deliver such missing documentation or cure such defect
or breach within 90 days of its discovery or its receipt of notice of any such
failure to meet the requirements of Section 2.01 or of such breach. If the
Trustee receives written notice that the Depositor, the Sponsor, North Fork
Bank, the applicable originator or the applicable Servicer, as the case may be,
has not delivered such missing document or cured such defect or breach in all
material respects during such period, the Trustee, on behalf of the Trust, shall
enforce the applicable Servicer's, North Fork Bank's, the applicable
originator's, the Sponsor's or the Depositor's obligation, as the case may be,
under the applicable Servicing Agreement, the applicable underlying sale
agreement, the Mortgage Loan Purchase Agreement or this Agreement, as the case
may be, and cause the applicable Servicer, North Fork Bank, the applicable
originator, the Sponsor or the Depositor, as the case may be, to either (a)
other than in the case of North Fork Bank, 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 a Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code.
Notwithstanding any contrary provision of this Agreement, no substitution
pursuant to this Section 2.02 shall be made more than 90 days after the Closing
Date unless the Depositor delivers to the Securities Administrator an Opinion of
Counsel, which Opinion of Counsel shall not be at the expense of any of the
Trustee, the Securities Administrator or the Trust Estate, addressed to the
Trustee and the Securities Administrator, to the effect that such substitution
will not (i) result in the imposition of the tax on "prohibited transactions" on
any REMIC created hereunder or contributions after the Start-up Day, as defined
in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any
REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding.
It is understood that the scope of the Trustee's review (or a Custodian's
review on its behalf) of the Mortgage Files is limited solely to confirming that
the documents listed in Section 2.01 have been received and further confirming
that any and all documents delivered pursuant to Section 2.01 appear on their
face to have been executed and relate to the applicable Mortgage Loans
identified in the related Mortgage Loan Schedule based solely upon the review of
items (i) and (xi) in the definition of Mortgage Loan Schedule. Neither the
Trustee nor any Custodian shall have any responsibility for determining whether
any document is valid and binding, whether the text of any assignment or
endorsement is in proper or recordable form, whether any document has been
recorded in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction.
If the Trustee receives written notice from the Depositor, the Master
Servicer or the Securities Administrator of a breach of any representation or
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warranty of a Servicer, an originator, North Fork Bank or the Sponsor, the
Trustee, on behalf of the Trust, shall enforce the rights of the Trust under the
Servicing Agreements, the North Fork Bank Assignment Agreements, the underlying
sale agreements, the Mortgage Loan Purchase Agreement and this Agreement for the
benefit of the Certificateholders. If the Trustee receives written notice from
the Depositor, the Master Servicer or the Securities Administrator of a breach
of the representations or warranties with respect to a Mortgage Loan set forth
in a Servicing Agreement, an underlying sale agreement or a North Fork
Assignment Agreement, the Trustee, on behalf of the Trust, shall enforce the
right of the Trust to be indemnified for such breach of representation or
warranty. In addition, if the Trustee receives written notice from the
Depositor, the Master Servicer or the Securities Administrator of a breach of a
representation with respect to a Mortgage Loan set forth in clauses (k) or (p)
of paragraph 3 or clauses (f) and (nn) of paragraph 4 of the Mortgage Loan
Purchase Agreement that occurs as a result of a violation of an applicable
predatory or abusive lending law, the Trustee, on behalf of the Trust, shall
enforce the right of the Trust to reimbursement by the Sponsor for all costs or
damages incurred by the Trust as a result of the violation of such law (such
amount, the "Reimbursement Amount"), but in the case of a breach of a
representation set forth in clauses (k) or (p) of paragraph 3 of the Mortgage
Loan Purchase Agreement, only to the extent the applicable Servicer or
originator does not so reimburse the Trust. It is understood and agreed that,
except for any indemnification provided in the Servicing Agreements or
underlying sale agreements and the payment of any Reimbursement Amount, the
obligation of a Servicer, originator, North Fork Bank, the Sponsor or the
Depositor to cure or to repurchase (or, other than in the case of North Fork
Bank, to substitute for) 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, originator, North Fork Bank, the Sponsor or the Depositor in respect
of such omission, defect or breach available to the Trustee on behalf of the
Trust and the Certificateholders.
With respect to the representations and warranties relating to the Mortgage
Loans set forth in the Mortgage Loan Purchase Agreement that are made to the
best of the Sponsor's knowledge or as to which the Sponsor had no knowledge, if
it is discovered by the Depositor, the Master Servicer, the NIMS Insurer or the
Trustee that the substance of such representation or warranty is inaccurate and
such inaccuracy materially and adversely affects the interest of the
Certificateholders in the related Mortgage Loan then, notwithstanding the
Sponsor's lack of knowledge with respect to the substance of such representation
or warranty being inaccurate at the time the representation or warranty was
made, such inaccuracy shall be deemed a breach of the applicable representation
or warranty.
It is understood and agreed that the representations and warranties
relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement
shall survive delivery of the Mortgage Files to the Trustee or a Custodian on
the Trustee's behalf and shall inure to the benefit of the Certificateholders
notwithstanding any restrictive or qualified endorsement or assignment. It is
understood and agreed that the obligations of the Sponsor set forth in this
Section 2.02 to cure, substitute for or repurchase a Mortgage Loan pursuant to
the Mortgage Loan Purchase Agreement constitute the sole remedies available to
the Certificateholders and to the Trustee on their behalf respecting a breach of
the representations and warranties contained in the Mortgage Loan Purchase
Agreement.
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The representations and warranties of each Servicer, originator or North
Fork Bank with respect to the applicable Mortgage Loans in the related Servicing
Agreement, underlying sale agreement or North Fork Bank Assignment Agreement,
which have been assigned to the Trustee hereunder, were made as of the date
specified in such Servicing Agreement, underlying sale agreement or North Fork
Bank Assignment Agreement, as the case may be. 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, originator or North Fork Bank
under the related Servicing Agreement, underlying sale agreement or North Fork
Bank Assignment Agreement, as the case may be, and (ii) a representation or
warranty of the Sponsor under the Mortgage Loan Purchase Agreement, the only
right or remedy of the Trustee or of any Certificateholder shall be the
Trustee's right, on behalf of the Trust, to enforce the obligations of the
Servicer, originator or North Fork Bank under any applicable representation or
warranty made by it. It is hereby acknowledged that the Sponsor 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,
originator in the applicable underlying sale agreement or North Fork Bank in the
applicable North Fork Bank Assignment Agreement, without regard to whether such
Servicer, originator or North Fork Bank, as the case may be, fulfills its
contractual obligations in respect of such representation or warranty. It is
hereby further acknowledged that the Depositor shall have no obligation or
liability with respect to any breach of any representation or warranty with
respect to the Mortgage Loans (except as set forth in Section 2.04) under any
circumstances.
With respect to each Substitute Mortgage Loan the applicable Servicer,
originator, the Sponsor or the Depositor, as the case may be, shall deliver to
the Trustee (or a Custodian on behalf of the Trustee), for the benefit of the
Certificateholders, the documents and agreements required by Section 2.01, with
the Mortgage Note endorsed and the Mortgage assigned as required by Section
2.01. No substitution is permitted to be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to any such
Substitute Mortgage Loan in the month of substitution shall not be part of the
Trust Estate. For the month of substitution, distributions to Certificateholders
will include the Monthly Payment due for such month on any Defective Mortgage
Loan for which the Depositor, the Sponsor, a Servicer or originator 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, the Trustee, the NIMS Insurer and any
Custodian. Upon such substitution of a Mortgage Loan by the Depositor, the
Sponsor, a Servicer or originator, each Substitute Mortgage Loan shall be
subject to the terms of this Agreement in all respects, and the Depositor or the
Sponsor, as the case may be, shall be deemed to have made to the Trustee with
respect to such Substitute Mortgage Loan, as of the date of substitution, the
representations and warranties made pursuant to paragraph 4 of the Mortgage Loan
Purchase Agreement and the applicable Servicer or originator shall be deemed to
have made to the Trustee with respect to such Substitute Mortgage Loan, as of
the date of substitution, the mortgage loan representations and warranties made
pursuant to the applicable Servicing Agreement or underlying sale agreement, as
the case may be. Upon any such substitution and the deposit to the applicable
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Master Servicer Custodial Account of any required Substitution Adjustment Amount
(as described in the next paragraph) and receipt by the Trustee of a Request for
Release, the Trustee shall release, or shall direct a Custodian to release, the
Mortgage File relating to such Defective Mortgage Loan to applicable Person and
shall execute and deliver at such Person's direction such instruments of
transfer or assignment prepared by such Person without recourse, as shall be
necessary to vest title in such Person or its designee to the Trustee's interest
in any Defective Mortgage Loan substituted for pursuant to this Section 2.02.
For any month in which the Depositor, the Sponsor, a Servicer or originator
substitutes one or more Substitute Mortgage Loans for one or more Defective
Mortgage Loans, the amount (if any) by which the aggregate principal balance of
all such Substitute Mortgage Loans substituted by such Person in a Loan Group as
of the date of substitution is less than the aggregate Stated Principal Balance
of all such Defective Mortgage Loans in a Loan Group substituted by such Person
(after application of the principal portion of the Monthly Payments due in the
month of substitution) (the "Substitution Adjustment Amount" for such Loan
Group) plus an amount equal to the aggregate of any unreimbursed Advances with
respect to such Defective Mortgage Loans shall be remitted by such Person to the
Master Servicer for deposit to the Master Servicer Custodial Account on or
before the 18th day of the month succeeding the calendar month during which the
related Mortgage Loan is required to be purchased or replaced hereunder.
The Trustee shall retain or shall cause a Custodian to retain, as
applicable, possession and custody of each Mortgage File in accordance with and
subject to the terms and conditions set forth herein. The Master Servicer shall
cause to be promptly delivered to the Trustee or a Custodian on behalf of the
Trustee, as the case may be, 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.
Neither the Trustee nor any Custodian shall be under any duty or obligation
(i) to inspect, review or examine any such documents, instruments, certificates
or other papers to determine that they are genuine, enforceable, or appropriate
for the represented purpose or that they are other than what they purport to be
on their face or (ii) to determine whether any Mortgage File should include any
of the documents specified in Section 2.01(b)(iv), (vi), (vii), (viii) and (ix).
In connection with making the certifications required hereunder, to the extent a
title search or opinion of counsel has been provided in lieu of a title policy
for any Mortgage Loan, the Trustee or a Custodian on its behalf, as applicable,
shall only be responsible for confirming that a title search or opinion of
counsel has been provided for such Mortgage Loan.
If a Mortgagor is either (a) sixty (60) days or more delinquent with
respect to the first, second or third Monthly Payment that was due after the
transfer of the related Mortgage Loan to the Sponsor or (b) thirty (30) days or
more delinquent but less than sixty (60) days delinquent with respect to the
first, second or third Monthly Payment that was due after the transfer of the
related Mortgage Loan to the Sponsor and becomes (60) days or more delinquent
with respect to the fourth through twelfth Monthly Payment that was due after
the transfer of the related Mortgage Loan to the Sponsor under (i) the SunTrust
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Servicing Agreement, (ii) the Master Bulk Sale and Interim Servicing Agreement,
dated as of May 1, 2006, between the Sponsor and American Home Mortgage Co.,
(iii) the Correspondent Loan Purchase and Sale Agreement, dated March 23, 2006,
between the Sponsor and Pinnacle Financial Corporation, (iv) the Correspondent
Loan Purchase and Sale Agreement, dated February 2, 2007, by and between the
Sponsor and SBMC Mortgage and (v) the GreenPoint Servicing Agreement, the
Depositor, upon discovery of any such delinquency, shall direct the Trustee to
enforce the obligation of SunTrust, American Home Mortgage Co., Pinnacle
Financial Corporation, SBMC Mortgage or GreenPoint, as the case may be, to
repurchase such Mortgage Loan at the purchase price set forth in the applicable
agreement; provided, however, the Trustee shall not enforce any such obligation
if the applicable purchase price for such Mortgage Loan would be less than the
Purchase Price.
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer.
The Master Servicer hereby makes the following representations and
warranties to the Depositor, the Securities Administrator, the NIMS Insurer 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 and is licensed, qualified and in good
standing in each of the states where a Mortgaged Property securing a
Mortgage Loan is located if the laws of such state require licensing or
qualification in order to conduct business of the type conducted by the
Master Servicer. 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
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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 or a Custodian
on the Trustee's behalf and shall inure to the benefit of the
Certificateholders.
Section 2.04 Representations and Warranties of the Depositor as to the
Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee and the NIMS
Insurer with respect to the Mortgage Loans or each Mortgage Loan, as the case
may be, as of the date hereof or such other date set forth herein that as of the
Closing Date:
(i) Immediately prior to the transfer and assignment contemplated
herein, the Depositor was the sole owner and holder of the Mortgage Loans.
The Mortgage Loans were not assigned or pledged by the Depositor and the
Depositor had good and marketable title thereto, and the Depositor had full
right to transfer and sell the Mortgage Loans to the Trustee free and clear
of any encumbrance, participation interest, lien, equity, pledge, claim or
security interest and had full right and authority subject to no interest
or participation in, or agreement with any other party to sell or otherwise
transfer the Mortgage Loans.
(ii) As of the Closing Date, the Depositor has transferred all right,
title and interest in the Mortgage Loans to the Trustee on behalf of the
Trust.
(iii) As of the Closing Date, the Depositor has not transferred the
Mortgage Loans to the Trustee on behalf of the Trust with any intent to
hinder, delay or defraud any of its creditors.
(iv) Each Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code and Treasury Regulation ss. 1.860G-2.
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It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or a Custodian on the Trustee's behalf and shall inure to
the benefit of the Certificateholders.
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 a
breach of the representation that each Mortgage Loan is 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 relates to the representation that
each Mortgage Loan is 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 Trust and the Trustee on
behalf of Certificateholders, and such obligation shall survive until
termination of the Trust hereunder.
Section 2.05 Designation of Interests in the REMICs.
The Depositor hereby designates the Shifting Interest Upper-Tier Regular
Interests as "regular interests" and the Class SI-UR Interest as the single
class of "residual interest" in the Shifting Interest Upper-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor
hereby further designates (i) the Uncertificated Shifting Interest Middle-Tier
Regular Interests as classes of "regular interests" and the Class SI-MR Interest
as the single class of "residual interest" in the Shifting Interest Middle-Tier
REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively,
and (ii) the Uncertificated Shifting Interest Lower-Tier Regular Interests as
classes of "regular interests" and the Class SI-LR Interest as the single class
of "residual interest" in the Shifting Interest Lower-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
The Depositor hereby designates the Upper-Tier II Regular Interests as
"regular interests" and the Class II-UR Interest as the single class of
"residual interest" in the Upper-Tier II REMIC for purposes of Code Section
860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby further designates
(i) the Uncertificated Middle-Tier II Regular Interests as classes of "regular
interests" and the Class II-MR Interest as the single class of "residual
interest" in the Middle-Tier II REMIC for purposes of Code Section 860G(a)(1)
and 860G(a)(2), respectively and (ii) the Uncertificated Lower-Tier II Regular
Interests as classes of "regular interests" and the Class II-LR Interest as the
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single class of "residual interest" in the Lower-Tier II REMIC for purposes of
Code Section 860G(a)(1) and 860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day.
The Closing Date is hereby designated as the "start-up day" of each of the
Shifting Interest Upper-Tier REMIC, the Shifting Interest Middle-Tier REMIC, the
Shifting Interest Lower-Tier REMIC, the Upper-Tier II REMIC, the Middle-Tier II
REMIC and the Lower-Tier II REMIC within the meaning of Section 860G(a)(9) of
the Code.
Section 2.07 REMIC Certificate Maturity Date.
Solely for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" of the regular
interests in the Shifting Interest Upper-Tier REMIC, the Shifting Interest
Middle-Tier REMIC and the Shifting Interest Lower-Tier REMIC is the Distribution
Date in the month following the maturity date for the Shifting Interest Mortgage
Loan with the latest maturity date.
Solely for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" of the regular
interests in the Upper-Tier II REMIC, the Middle-Tier II REMIC and the
Lower-Tier II REMIC is the Distribution Date in the month following the maturity
date for the Group T2 Mortgage Loan with the latest maturity date.
Section 2.08 Execution and Delivery of Certificates.
(a) The Securities Administrator (i) acknowledges the issuance of and
hereby declares that it holds the Uncertificated Shifting Interest Lower-Tier
Regular Interests on behalf of the Shifting Interest Middle-Tier REMIC and the
Shifting Interest Certificateholders and that it holds the Uncertificated
Shifting Interest Middle-Tier Regular Interests on behalf of the Shifting
Interest Upper-Tier REMIC and the Shifting Interest Certificateholders, (ii)
acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier II Regular Interests on behalf of the Middle-Tier II
REMIC and the Overcollateralized Certificateholders, and that it holds the
Uncertificated Middle-Tier II Regular Interests on behalf of the Upper-Tier II
REMIC and the Overcollateralized Certificateholders, and (iii) has executed and
delivered to or upon the order of the Depositor, in exchange for the Mortgage
Loans, Uncertificated Shifting Interest Lower-Tier Interests, Uncertificated
Shifting Interest Middle-Tier Interests, Uncertificated Lower-Tier II Interests
and Uncertificated Middle-Tier II 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 Shifting Interest Lower-Tier Interests, the Uncertificated
Shifting Interest Middle-Tier Interests, the Class Swap-IOA Interest, the Class
Swap IOB Interest, the Class Swap IOC Interest, the Class Swap-IOD Interest, the
Class Swap-IOE Interest, the Class Swap-IOF Interest, the Class Swap-IOG
Interest, the Uncertificated Lower-Tier II Interests and the Uncertificated
Middle-Tier II Interests, evidence ownership of the entire Trust Estate. The
Securities Administrator acknowledges the obligation of the Class CE
Certificates to pay Cap Carryover Amounts and declares that it holds the same on
behalf of the Offered Overcollateralized Certificates, respectively, which shall
be treated as beneficially owning the right to receive the Cap Carryover
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Amounts. The Securities Administrator also acknowledges the obligation of the
Offered Overcollateralized Certificates and the Class CE Certificates to pay the
Class IO Distribution Amount.
Section 2.09 Establishment of the Trust.
The Depositor does hereby establish, pursuant to the further provisions of
this Agreement and the laws of the State of New York, an express trust to be
known, for convenience, as "Banc of America Funding 2007-4 Trust" and does
hereby appoint U.S. Bank National Association as Trustee in accordance with the
provisions of this Agreement.
Section 2.10 Purpose and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to engage in
the following activities:
(a) to acquire and hold the Mortgage Loans and the other assets of the
Trust Estate and the proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the
Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and
(e) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust
Estate and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities.
Neither the Trustee nor the Securities Administrator shall cause the trust to
engage in any activity other than in connection with the foregoing or other than
as required or authorized by the terms of this Agreement (or those ancillary
thereto) while any Certificate is outstanding, and this Section 2.10 may not be
amended, without the consent of the Certificateholders evidencing 51% or more of
the aggregate voting rights of the Certificates.
Section 2.11 Rights of the NIMS Insurer.
Each of the rights of the NIMS Insurer set forth in this Agreement shall
exist so long as (i) the NIMS Insurer has undertaken to guarantee certain
payments of notes issued pursuant to the Indenture and (ii) any series of notes
issued pursuant to the Indenture remains outstanding or the NIMS Insurer is owed
amounts in respect of its guarantee of payments on such notes; provided,
however, the NIMS Insurer shall not have any rights hereunder (except pursuant
to Section 11.01 in the case of clause (ii) below) during the period of time, if
any, that (a) the NIMS Insurer has not undertaken to guarantee certain payments
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of notes issued pursuant to the Indenture or (ii) any default has occurred and
is continuing under the insurance policy issued by the NIMS Insurer with respect
to such notes.
ARTICLE 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
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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, the NIMS Insurer 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 Trust 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 (provided that in the case of the
termination of Xxxxx Fargo as a Servicer under the Xxxxx Fargo Servicing
Agreement, the Trustee shall appoint a successor Servicer of the related
Mortgage Loans under the Xxxxx Fargo Servicing Agreement) or cause the Trustee
to enter into a new Servicing Agreement with a successor Servicer selected by
the Master Servicer (except, in the case of the Xxxxx Fargo Servicing Agreement,
the Trustee shall select the successor Servicer); provided, however, it is
understood and acknowledged by the parties hereto that there will be a period of
transition (not to exceed 90 days) before the actual servicing functions can be
fully transferred to such successor Servicer. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of Servicing
Agreements and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as the Master Servicer, in
its good faith business judgment, would require were it the owner of the related
Mortgage Loans. The Master Servicer 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
under the related Servicing Agreement 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 (except in the case of the termination of Xxxxx Fargo as a
Servicer) or the Trustee, as applicable, shall be entitled to reimbursement of
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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.
(f) Subject to the conditions set forth in this Section 3.02(f), the Master
Servicer is permitted to utilize one or more Subcontractors to perform certain
of its obligations hereunder. The Master Servicer shall promptly upon request
provide to the Depositor a written description (in form and substance
satisfactory to the Depositor) of the role and function of each Subcontractor
utilized by the Master Servicer, specifying (i) the identity of each such
Subcontractor that is a Servicing Function Participant and (ii) which elements
of the Servicing Criteria will be addressed in Assessments of Compliance
provided by each Servicing Function Participant. As a condition to the
utilization by the Master Servicer of any Servicing Function Participant, the
Master Servicer shall cause any such Servicing Function Participant for the
benefit of the Depositor to comply with the provisions of Section 3.21 of this
Agreement to the same extent as if such Servicing Function Participant were the
Master Servicer. The Master Servicer shall be responsible for obtaining from
each such Servicing Function Participant and delivering to the applicable
Persons any Assessment of Compliance and related Attestation Report required to
be delivered by such Servicing Function Participant under Section 3.21, in each
case as and when required to be delivered.
Notwithstanding the foregoing, if the Master Servicer engages a
Subcontractor in connection with the performance of any of its duties under this
Agreement, the Master Servicer shall be responsible for determining whether such
Subcontractor is an Additional Servicer.
The Master Servicer shall indemnify the Depositor, the Sponsor, the
Trustee, the Custodian and the Securities Administrator and any of their
directors, officers, employees or agents and hold them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain in any way related to a breach of the
Master Servicer's obligation set forth in the preceding paragraph or the failure
of the Master Servicer to perform any of its obligations under this Section
3.02(f), Section 3.20, Section 3.21 or Section 3.22.
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
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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 Xxxxxx Mae in the Xxxxxx Xxx
Servicing Guide or by Xxxxxxx Mac in the Xxxxxxx Xxx Xxxxxxx' & Servicers'
Guide, as amended or restated from time to time, or in an amount as may be
permitted to the Master Servicer by express waiver of Xxxxxx Mae or Xxxxxxx Mac.
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 the Master
Servicer or such 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 Trust, the Trustee and the Certificateholders, claims to the insurer
under any Primary Mortgage Insurance Policies and, in this regard, to take such
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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 or 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, 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
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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) The Master Servicer shall also enforce the obligation of each Servicer
to establish and maintain a Buy-Down Account in accordance with the applicable
Servicing Agreement, with records to be kept with respect thereto on a Mortgage
Loan by Mortgage Loan basis, into which accounts any Buy-Down Funds shall be
deposited within 48 hours (or as of such other time specified in the related
Servicing Agreement) of receipt thereof. In addition, the Master Servicer shall
enforce the obligation of each Servicer to withdraw from the Buy-Down Account
and deposit in immediately available funds in the Servicer Custodial Account an
amount which, when added to such Mortgagor's payment, will equal the full
monthly payment due under the related Mortgage Note.
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 Accounts, Certificate Account and Cap Carryover Reserve Account.
(a) Continuously from the date hereof until the principal and interest on
all Mortgage Loans are paid in full, 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.
(b) The Securities Administrator shall establish and maintain the
Certificate Account, which shall be deemed to consist of ten sub-accounts and
into which the Master Servicer will deposit on or prior to 11:00 a.m. New York
time, on each Distribution Date (or, if the Securities Administrator is no
longer the same Person as, or an Affiliate of, the Master Servicer, the Business
Day preceding each Distribution Date) all amounts on deposit in the Master
Servicer Custodial Account for distribution to Certificateholders.
(c) 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 the Master
Servicer Custodial Account by the Master Servicer.
(d) 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
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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 related Mortgage
Loans, including Principal Prepayments;
(ii) all payments on account of interest on the related Mortgage
Loans, net of the related Administrative Fee;
(iii) (A) all related 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) in the case of the Master Servicer Custodial Account, 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
pursuant to Section 3.19 or the Trustee pursuant to Section 8.01) and any
Compensating Interest paid by the applicable Servicer pursuant to the
related Servicing Agreement;
(vii) all related Purchase Prices, all related Substitution Adjustment
Amounts and all related Reimbursement Amounts to the extent received by the
Master Servicer;
(viii) any related Recoveries;
(ix) all Prepayment Charges collected by the Servicers in connection
with the voluntary Principal Prepayment in Full of any related Mortgage
Loan;
(x) any related Buy-Down Funds required to be deposited pursuant to
Section 3.08; and
(xi) 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.
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(e) 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.
(f) Each institution at which the Certificate 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 Certificate 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
Certificate Account shall be for the benefit of the Securities Administrator as
its compensation and the amount of any losses realized in the Certificate
Account in respect of any such Permitted Investments shall promptly be deposited
by the Securities Administrator from its own funds to the Certificate Account.
(g) 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
Certificate 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 Certificate Account shall be
evidenced by a certification substantially in the form attached hereto as
Exhibit F.
(h) The Securities Administrator shall designate each of the Lower-Tier II
Certificate Sub-Account, the Middle-Tier II Certificate Sub-Account, the
Upper-Tier II Certificate Sub-Account, the Shifting Interest Lower-Tier
Certificate Sub-Account, the Shifting Interest Middle-Tier Certificate
Sub-Account and the Shifting Interest Upper-Tier Certificate Sub-Account as a
sub-account of the Certificate Account.
(i) On each Distribution Date (other than the Final Distribution Date,
if such Final Distribution Date is in connection with a purchase of the
assets of the Trust Estate by the Depositor), the Securities Administrator
shall (A) from funds available on deposit in the Certificate Account, be
deemed to deposit into the Shifting Interest Lower-Tier Certificate
Sub-Account, all funds deemed on deposit in the Loan Group 1 Sub-Account,
the Loan Group 2 Sub-Account, the Loan Group 3 Sub-Account, the Loan Group
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4 Sub-Account, the Loan Group 5 Sub-Account, the Loan Group 6 Sub-Account,
the Loan Group 7 Sub-Account and the Loan Group 8 Sub-Account; (B)
immediately thereafter, be deemed to deposit into the Shifting Interest
Middle-Tier Certificate Sub-Account, the Shifting Interest Lower-Tier
Distribution Amount; and (C) immediately thereafter, be deemed to deposit
into the Shifting Interest Upper-Tier Certificate Sub-Account, the Shifting
Interest Middle-Tier Distribution Amount.
(ii) On each Distribution Date (other than the Final Distribution
Date, if such Final Distribution Date is in connection with a purchase of
the assets of the Trust Estate by the Depositor), the Securities
Administrator shall (A) from funds available on deposit in the Certificate
Account, be deemed to deposit into the Lower-Tier II Certificate
Sub-Account, all funds deemed on deposit in the Loan Group T2 Sub-Account,
(B) immediately thereafter, be deemed to deposit into the Middle-Tier II
Certificate Sub-Account, the Lower-Tier II Distribution Amount, and (C)
immediately, thereafter, be deemed to deposit into the Upper-Tier II
Certificate Sub-Account the Middle-Tier II Distribution Amount.
(i) No later than the Closing Date, the Securities Administrator shall
establish and maintain the Cap Carryover Reserve Account. On each Distribution
Date as to which there is a Cap Carryover Amount payable to the Offered
Overcollateralized Certificates, the Securities Administrator has been directed
by the Holders of the Class CE Certificates to, and therefore will, deposit into
the Cap Carryover Reserve Account the amounts described in Section 5.03(c)(i)
priority fourth, rather than distributing such amounts to the Holders of the
Class CE Certificates.
For federal and state income tax purposes, the Holders of the Class CE
Certificates will be deemed to be the owners of the Cap Carryover Reserve
Account and the Cap Carryover Reserve Account will be an asset of the Class CE
Grantor Trust as provided in Section 5.12 and all amounts deposited into the Cap
Carryover Reserve Account shall be treated as amounts distributed by the
Upper-Tier II REMIC with respect to the Class CE Upper-Tier II Regular Interest.
Upon a termination relating to the Overcollateralized Certificates pursuant to
Section 10.01 or the payment in full of the Offered Overcollateralized
Certificates, all amounts remaining on deposit in the Cap Carryover Reserve
Account will be released by the Trust Estate and distributed to the Holders of
the Class CE Certificates or their designees. The Cap Carryover Reserve Account
will be part of the Trust Estate but not part of any REMIC created hereunder and
any payments to the Holders of the Offered Overcollateralized Certificates of
Cap Carryover Amounts will not be payments with respect to a "regular interest"
in a REMIC within the meaning of Code Section 860G(a)(1). The Cap Carryover
Reserve Account is an "outside reserve fund" within the meaning of Treasury
Regulation ss. 1.860G-2(h).
By accepting a Class CE Certificate, each Holder of a Class CE Certificate
hereby agrees to direct the Securities Administrator, and the Securities
Administrator hereby is directed, to deposit into the Cap Carryover Reserve
Account the amounts described above on each Distribution Date as to which there
is any Cap Carryover Amount rather than distributing such amounts to the Holders
of the Class CE Certificates. By accepting a Class CE Certificate, each Holder
of a Class CE Certificate further agrees that such direction is given for good
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and valuable consideration, the receipt and sufficiency of which is acknowledged
by such acceptance. Amounts held in the Cap Carryover Reserve Account shall be
held uninvested.
For federal tax return and information reporting, the value of the right of
the Holders of the Offered Overcollateralized Certificates to receive payments
from the Cap Carryover Reserve Account in respect of any Cap Carryover Amount
shall be assumed to have a value of zero as of the Closing Date unless and until
required otherwise by an applicable taxing authority.
(j) (i) The Securities Administrator shall establish and maintain the Class
2-A-10 Reserve Fund, held in trust for the benefit of the Holders of the Class
2-A-10 Certificates. The Securities Administrator shall deposit in the Class
2-A-10 Reserve Fund on the date received by it the Class 2-A-10 Interest Rate
Cap Agreement Payment, if any, received from the Cap Provider for the related
Distribution Date. Funds on deposit in the Class 2-A-10 Reserve Fund shall
remain uninvested. On each Distribution Date, the Securities Administrator shall
withdraw from the Class 2-A-10 Reserve Fund the related Class 2-A-10 Interest
Rate Cap Agreement Payment, if any, received in respect of such Distribution
Date and shall distribute such amount to the Class 2-A-10 Certificates.
(ii) For federal and state income tax purposes, the Holders of the
Class 2-A-10 Certificates will be deemed to be the owners of the Class
2-A-10 Reserve Fund and the Class 2-A-10 Interest Rate Cap Agreement, and
the Class 2-A-10 Reserve Fund and the Class 2-A-10 Interest Rate Cap
Agreement will be assets of the Class 2-A-10 Grantor Trust as provided in
Section 5.12. The Class 2-A-10 Reserve Fund and Class 2-A-10 Interest Rate
Cap Agreement will not be assets of any REMIC created hereunder, and any
payments to the Class 2-A-10 Certificates from the Class 2-A-10 Reserve
Fund will not be payments with respect to a "regular interest" in a REMIC
within the meaning of Code Section 860G(a)(1). The Class 2-A-10 Reserve
Fund is an "outside reserve fund" within the meaning of Treasury
Regulations ss. 1.860G-2(h) that is owned by the Holders of the Class
2-A-10 Certificates.
(iii) In addition, the Securities Administrator shall account for the
rights of the Class 2-A-10 Certificates to receive amounts in respect of
the Class 2-A-10 Interest Rate Cap Agreement as a right in a limited
recourse interest rate cap contract written by the applicable Cap Provider
in favor of the Class 2-A-10 Certificates. Thus, for tax purposes, each
Class 2-A-10 Certificate shall be treated as representing not only
ownership of a "regular interest" in the related REMIC within the meaning
of Code Section 860G(a)(1), but also ownership of an interest in a notional
principal contract.
For federal tax return and information reporting purposes, the right of the
Holders of the Class 2-A-10 Certificates to receive payments under the Class
2-A-10 Interest Rate Cap Agreement shall be assumed to have a value of zero as
of the Closing Date unless and until required otherwise by an applicable taxing
authority.
Section 3.10 Access to Certain Documentation and Information Regarding the
Mortgage Loans.
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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 Certificate Account, the Master
Servicer Custodial Account and the Servicer Custodial Accounts.
(a) The Securities Administrator shall withdraw funds from the Certificate
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 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 3.02, Section 3.07, Section 8.05 and 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
3.19 or Section 8.01, as applicable), such right of reimbursement pursuant
to this clause (iii) being limited first to amounts received on the
Mortgage Loans serviced by such Servicer in the related Loan Group 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, Master Servicer or the Trustee) in respect of which any such
Advance was made;
(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 (of, 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 2.04, all
amounts received thereon after the date of such purchase;
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(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 Certificate 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 Certificate Account.
(b) On each Distribution Date, funds on deposit in the Certificate Account
and deemed to be on deposit in the Shifting Interest Upper-Tier Certificate
Sub-Account shall be used to make payments on the Shifting Interest Upper-Tier
Interests as provided in Sections 5.01 and 5.02, and funds on deposit in the
Certificate Account and deemed to be on deposit in the Upper-Tier II Certificate
Sub-Account shall be used to make payments on the Upper-Tier II Interests as
provided in Sections 5.01 and 5.03. The Certificate Account shall be cleared and
terminated upon termination of this Agreement pursuant to Section 10.01.
Section 3.12 Maintenance of Hazard Insurance 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
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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 Trust 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
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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 three years after its acquisition will not result in the
imposition on any REMIC created hereunder of taxes on "prohibited transactions"
as defined in Section 860F of the Code or "net income from foreclosure property"
as defined in Section 860G of the Code or under the law of any state in which
real property securing a Mortgage Loan owned by the Trust is located or cause
any REMIC created hereunder to fail to qualify as a REMIC for federal income tax
purposes or for state tax purposes under the laws of any state in which real
property securing a Mortgage Loan owned by the Trust is located at any time that
any Certificates are outstanding or (ii) the Servicer shall have applied for and
received an extension of such period from the Internal Revenue Service, in which
case the Trust Estate may continue to hold such Mortgaged Property for the
period of such extension.
(c) The Master Servicer shall, to the extent required by the related
Servicing Agreement, cause the applicable Servicer to deposit all funds
collected and received in connection with the operation of any REO Property in
the 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 created hereunder 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 related
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.
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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 Securities Administrator 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 will be
escrowed in a manner customary for such purposes, the Master Servicer or the
related Servicer will immediately notify the Trustee (or, at the direction of
the Trustee, a Custodian) by delivering, or causing to be delivered, two copies
(one of which will be returned to the related Servicer with the Mortgage File)
of a Request for Release (which may be delivered in an electronic format
acceptable to the Trustee and the Master Servicer or the related Servicer). Upon
receipt of such request, the Trustee or a Custodian, as applicable, 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 or a Custodian, as
applicable, shall, upon delivery to the Trustee (or, at the direction of the
Trustee, a Custodian) 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
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Servicer shall cause the Mortgage Files so released to be returned to the
Trustee or a Custodian, as applicable, when the need therefor no longer exists,
unless the Mortgage Loan is liquidated and the proceeds thereof are deposited in
the related Servicer Custodial Account, in which case such Servicer shall
deliver to the Trustee or a Custodian, as applicable, 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 enforce the obligation of each Servicer to transmit to the Trustee (or a
Custodian on behalf of the Trustee) as required by this Agreement and the
Servicing Agreements all documents and instruments in respect of a Mortgage Loan
coming into the possession of the Servicer from time to time and shall account
fully to the Trustee as required by this Agreement and the Servicing Agreements
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 on behalf of the Trust, 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 Certificate Account or
any Escrow Account, or any funds that otherwise are or may become due or payable
to the Trustee for the benefit of the Certificateholders, to any claim, lien,
security interest, judgment, levy, writ of attachment or other encumbrance
created by the 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 Master Servicer Compensation.
As compensation for its services hereunder, the Master Servicer shall be
entitled to compensation in the form of the Master Servicer Custodial Account
Reinvestment Income. The Master Servicer shall be required to pay all expenses
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incurred by it in connection with its master servicing activities hereunder and
shall not be entitled to reimbursement therefor except as specifically provided
in this Agreement
Section 3.19 Advances.
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 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. If the Master Servicer is unable to
make a Periodic Advance required to be made by it in accordance with this
Section 3.19, the Master Servicer shall immediately, and in no event later than
5:00 P.M. New York time on the last Business Day preceding the related
Distribution Date, give written notice thereof to the Trustee, the Securities
Administrator and the Depositor
Section 3.20 Annual Statement as to Compliance.
(a) Each of the Master Servicer and the Securities Administrator shall
deliver, and shall cause any Additional Servicer engaged by it to deliver, or
otherwise make available to the Depositor and the Securities Administrator (and
the Securities Administrator will make available to the Trustee and each Rating
Agency), no later than March 15th of each calendar year beginning in 2008, an
Officer's Certificate (each, together with such similar certificate delivered by
each Servicer as described in Section 3.20(b), a "Compliance Statement"), signed
by an officer of such party, stating, as to the signer thereof, that (a) a
review of the activities of such party during the preceding calendar year or
portion thereof and of performance of such party under this Agreement or such
applicable agreement in case of an Additional Servicer has been made under such
officers' supervision and (b) to the best of such officer's knowledge, based on
such review, such party has fulfilled all of its obligations under this
Agreement or such applicable agreement in case of an Additional Servicer in all
material respects throughout such year, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. Such Compliance
Statements shall contain no restrictions or limitations on their use. The
obligations of the Master Servicer and the Securities Administrator under this
Section apply to each entity that acted as Master Servicer or Securities
Administrator, as applicable, during the applicable period, whether or not such
entity is acting as Master Servicer or Securities Administrator at the time such
Compliance Statement is required to be delivered.
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(b) In the event the Master Servicer or the Securities Administrator is
terminated or resigns pursuant to the terms of this Agreement, such party shall
provide, and shall use its reasonable efforts to cause any Additional Servicer
that resigns or is terminated under any applicable servicing agreement to
provide, a Compliance Statement pursuant to this Section 3.20 with respect to
the period of time that the Master Servicer or the Securities Administrator was
subject to this Agreement or such applicable agreement in the case of an
Additional Servicer or the period of time that the Additional Servicer was
subject to such other servicing agreement. The Master Servicer shall enforce any
obligation of each Servicer, to the extent set forth in the related Servicing
Agreement, to deliver to the Master Servicer a Compliance Statement within the
time frame set forth in, and in such form and substance as may be required
pursuant to, the related Servicing Agreement. The Master Servicer shall include
such Compliance Statements of the Servicers with its own Compliance Statement to
be submitted pursuant to this Section 3.20.
Section 3.21 Assessments of Compliance and Attestation Reports.
(a) Each of the Master Servicer, the Securities Administrator and the
Custodian, each at its own expense, shall deliver, and shall cause each
Servicing Function Participant engaged by it to deliver, or otherwise make
available to the Depositor and the Securities Administrator on or before March
10th of each calendar year beginning in 2008 (provided that each of the Master
Servicer, the Securities Administrator and the Custodian shall make its best
efforts to deliver such report by March 10th, but will not be in default in its
obligation to so deliver such report unless it is not delivered by March 15th),
a report regarding such party's assessment of compliance with the Relevant
Servicing Criteria (each, together with such similar report delivered by each
Servicer as described in Section 3.21(c), an "Assessment of Compliance") that
contains (i) a statement by such party of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (ii) a statement that such
party used the Relevant Servicing Criteria to assess compliance with the
Relevant Servicing Criteria, (iii) such party's assessment of compliance with
the Relevant Servicing Criteria as of and for the fiscal year covered by the
Form 10-K required to be filed pursuant to Section 3.22(c), including, if there
has been any material instance of noncompliance with the Relevant Servicing
Criteria, a discussion of each such failure and the nature and status thereof
and (iv) a statement that a registered public accounting firm has issued an
attestation report on such party's assessment of compliance with the Relevant
Servicing Criteria as of and for such period.
No later than February 1 of each fiscal year for the Trust for which a 10-K
is required to be filed, the Master Servicer, the Securities Administrator and
the Custodian shall each forward to the Depositor and the Securities
Administrator the name of each Servicing Function Participant engaged by it and
what Relevant Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Function Participant. When the Master
Servicer, the Securities Administrator and the Custodian (or any Servicing
Function Participant engaged by them) submit their assessments to the Depositor
and the Securities Administrator, such parties will also at such time include
the assessment (and attestation pursuant to Section 3.21(b)) of each Servicing
Function Participant engaged by it.
At any time after February 1 of each fiscal year, if the Master Servicer,
the Securities Administrator or the Custodian determines or is informed that the
list of Relevant Servicing Criteria to be addressed in the report on assessment
of compliance prepared by each Servicing Function Participant is no longer in
complete accordance or no longer reasonably likely to be in complete accordance
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with the Relevant Servicing Criteria for such Servicing Function Participant as
notified to the Depositor and Securities Administrator in the paragraph
immediately above, the Master Servicer, the Securities Administrator or the
Custodian, as the case may be, shall promptly inform the Depositor and the
Securities Administrator by written notice that such Servicing Function
Participant is likely to address different Relevant Servicing Criteria in the
report on assessment of compliance prepared by such Servicing Function
Participant. Following transmission of such notice, the Master Servicer, the
Securities Administrator or the Custodian, as the case may be, shall negotiate
with such Servicing Function Participants that the Master Servicer, Securities
Administrator or Custodian, as applicable, deems necessary so that all Relevant
Servicing Criteria shall be addressed by one or more Servicing Function
Participants and so that all Assessments of Compliance shall, in the
determination of the Depositor, be satisfactory.
Within 10 calendar days of receipt of such Assessments of Compliance, the
Securities Administrator shall confirm that the Assessments of Compliance, taken
individually address the Relevant Servicing Criteria for each party as set forth
on Exhibit N and on any similar exhibit set forth in each Servicing Agreement in
respect of each Servicer and notify the Depositor of any exceptions. None of
such parties shall be required to deliver any such Assessments of Compliance
until April 15 in any given year so long as it has received written confirmation
from the Depositor that a Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year. The Custodian and any Servicing
Function Participant engaged by it shall not be required to deliver or cause the
delivery of such Assessments of Compliance in any given year that a Form 10-K is
not required to be filed in respect of the Trust for the preceding fiscal year;
provided, however, the Custodian shall deliver to the Depositor on or before
March 15th of any such year in which the Custodian is not required to deliver an
Assessment of Compliance with respect to any other transaction for which the
Depositor is the depositor, a copy of the Assessment of Compliance for the
preceding fiscal year prepared by the Custodian relating to the Custodian's
servicing platform with respect to asset-backed securities that are backed by
assets of the type backing the Offered Certificates.
(b) Each of the Master Servicer, the Securities Administrator and the
Custodian, each at its own expense, shall cause, and shall cause each Servicing
Function Participant engaged by it to cause, on or before March 10th of each
calendar year beginning in 2008 (provided that each of the Master Servicer, the
Securities Administrator and the Custodian shall make its best efforts to
deliver such report by March 10th, but will not be in default in its obligation
to so deliver such report unless it is not delivered by March 15th), a
registered public accounting firm (which may also render other services to the
Master Servicer, the Securities Administrator, the Custodian or such other
Servicing Function Participants, as the case may be) and that is a member of the
American Institute of Certified Public Accountants to furnish a report (each,
together with such similar report delivered by each Servicer as described in
Section 3.21(c), an "Attestation Report") to the Securities Administrator and
the Depositor, to the effect that (i) it has obtained a representation regarding
certain matters from the management of such party, which includes an assertion
that such party has complied with the Relevant Servicing Criteria, and (ii) on
the basis of an examination conducted by such firm in accordance with standards
for attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, it is expressing an opinion as to whether such party's
compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
party's assessment of compliance with the Relevant Servicing Criteria. In the
event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such Attestation Report why it was unable to
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express such an opinion. Each such related Attestation Report shall be made in
accordance with Rules 1-02(a)(3) and 2-02(g) of the Commission's Regulation S-X.
Such Attestation Reports must be available for general use and not contain
restricted use language. If requested by the Depositor, such report shall
contain or be accompanied by a consent of such accounting firm to inclusion or
incorporation of such report in the Depositor's registration statement on Form
S-3 relating to the Offered Certificates and the Form 10-K for the Trust.
Within 10 calendar days of receipt of such Attestation Reports, the
Securities Administrator shall confirm that each Assessment of Compliance is
coupled with a related Attestation Report and shall notify the Depositor of any
exceptions. None of the Master Servicer, the Securities Administrator or any
Servicing Function Participant engaged by such parties shall be required to
deliver or cause the delivery of such Attestation Reports until April 15 in any
given year so long as it has received written confirmation from the Depositor
that a Form 10-K is not required to be filed in respect of the Trust for the
preceding fiscal year. The Custodian and any Servicing Function Participant
engaged by it shall not be required to deliver or cause the delivery of such
Attestation Report in any given year that a Form 10-K is not required to be
filed in respect of the Trust for the preceding fiscal year; provided, however,
the Custodian shall deliver to the Depositor on or before March 15th of any such
year in which the Custodian is required to deliver an Assessment of Compliance
pursuant to the proviso in the last paragraph of Section 3.21(a), a copy of an
attestation report relating to such Assessment of Compliance.
(c) The Master Servicer shall enforce any obligation of each Servicer, to
the extent set forth in the related Servicing Agreement, to deliver to the
Master Servicer an Assessment of Compliance and related Attestation Report
within the time frame set forth in, and in such form and substance as may be
required pursuant to, the related Servicing Agreement. The Master Servicer shall
include such Assessments of Compliance and Attestation Reports of the Servicers
with its own Assessment of Compliance and related Attestation Report to be
submitted pursuant to this Section 3.21.
(d) In the event the Master Servicer, the Custodian or the Securities
Administrator is terminated or resigns pursuant to the terms of this Agreement,
such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide, an Assessment of Compliance pursuant to
this Section 3.21, coupled with an Attestation Report as required in this
Section 3.21 with respect to the period of time that the Master Servicer or the
Securities Administrator was subject to this Agreement.
Section 3.22 Reports to the 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 and file on behalf
of the Trust any Form 8-K, Form 10-D and Form 10-K required by the Exchange Act
and the rules and regulations of the Commission thereunder, and the Master
Servicer shall sign such Forms on behalf of the Trust. Notwithstanding the
previous sentence, the Depositor shall file the Form 8-K in connection with the
filing of this Agreement.
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(b) Within 15 days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Securities Administrator shall prepare
and file on behalf of the Trust any Form 10-D required by the Exchange Act, in
form and substance as required by the Exchange Act. The Securities Administrator
shall file each Form 10-D with a copy of the Monthly Statement for such
Distribution Date attached thereto. Any disclosure in addition to the Monthly
Statement for such Distribution Date that is required to be included on Form
10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set
forth on Exhibit O hereto to the Depositor and the Securities Administrator and
directed and approved by the Depositor pursuant to the following paragraph, and
the Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure, except as
set forth in this Section 3.22(b).
As set forth on Exhibit O hereto, within 5 calendar days after the related
Distribution Date, (i) the parties described on Exhibit O shall be required to
provide to the Securities Administrator (at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
with a copy by facsimile to 000-000-0000) and the Depositor, to the extent known
by a responsible officer thereof, in XXXXX-compatible format, or in such other
format as otherwise agreed upon by the Securities Administrator and such party,
any Additional Form 10-D Disclosure, if applicable, together with an Additional
Disclosure Notification in the form of Exhibit S and (ii) the Depositor shall
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Securities
Administrator shall compile all such information provided to it in a Form 10-D
prepared by it. The Securities Administrator has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit O of their
duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-D Disclosure information. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Securities Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.
After preparing the Form 10-D, the Securities Administrator shall forward
electronically a copy of the Form 10-D to the Depositor and, upon request, the
Master Servicer for review. Within 2 Business Days after receipt of such copy,
the Depositor shall notify the Securities Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form 10-D. In
the absence of any written changes or approval, the Securities Administrator
shall be entitled to assume that such Form 10-D is in final form and the
Securities Administrator may proceed with the execution and filing of the Form
10-D. A duly authorized officer of the Master Servicer shall sign each Form
10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D
needs to be amended, the Securities Administrator will follow the procedures set
forth in Section 3.22(h)(ii). Form 10-D requires the registrant to indicate (by
checking "yes" or "no") that it "(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days." The
Depositor hereby represents to the Securities Administrator that the Depositor
has filed all such required reports during the preceding 12 months and that is
has been subject to such filing requirement for the past 90 days. The Depositor
shall notify the Securities Administrator in writing, no later than the fifth
calendar day after the related Distribution Date with respect to the filing of a
report on Form 10-D, if the answer to either question should be "no." The
Securities Administrator shall be entitled to rely on such representations in
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preparing, executing and/or filing any such report. Promptly (but no later than
1 Business Day) after filing with the Commission, the Securities Administrator
will make available on its internet website a final executed copy of each Form
10-D prepared and filed by the Securities Administrator. The signing party at
the Master Servicer can be contacted at the address specified in Section 11.05.
Each party to this Agreement acknowledges that the performance by the Master
Servicer and Securities Administrator of its duties under this Section 3.22(b)
related to the timely preparation, arrangement for execution and filing of Form
10-D is contingent upon such parties strictly observing all applicable deadlines
in the performance of their duties under this Section 3.22(b) and also
contingent upon the Servicers, the Custodian and any Servicing Function
Participant strictly observing deadlines no later than those set forth in this
paragraph that are applicable to the parties to this Agreement in the delivery
to the Securities Administrator of any necessary Additional Form 10-D Disclosure
pursuant to the related Servicing Agreements, any custodial agreement or any
other applicable agreement. Neither the Master Servicer nor the Securities
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange for
execution and/or timely file such Form 10-D, where such failure results from the
Master Servicer's or the Securities Administrator's inability or failure to
receive, on a timely basis, any information from any other party hereto or any
Servicer, Custodian or Servicing Function Participant needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.
(c) On or prior to the 90th day after the end of each fiscal year of the
Trust or such earlier date as may be required by the Exchange Act (the "10-K
Filing Deadline") (it being understood that the fiscal year for the Trust ends
on December 31st of each year), commencing in March 2008, the Securities
Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form
and substance as required by the Exchange Act. Each such Form 10-K shall include
the following items, in each case to the extent they have been delivered to the
Securities Administrator within the applicable time frames set forth in this
Agreement and the related Servicing Agreements:
(i) a Compliance Statement for each Servicer, the Master Servicer and
the Securities Administrator (each, such party, together with the
Custodian, a "Reporting Servicer") as described under Section 3.20;
(ii) (A) the Assessment of Compliance for each Reporting Servicer, as
described under Section 3.21(a) and (c), and (B) if each Reporting
Servicer's Assessment of Compliance identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if
each Reporting Servicer's Assessment of Compliance is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and
an explanation why such report is not included; provided, however, that the
Securities Administrator, at its discretion, may omit from the Form 10-K
any Assessment of Compliance described in this clause (ii) or Attestation
Report described in clause (iii) below that is not required to be filed
with such Form 10-K pursuant to Regulation AB;
(iii) (A) the Attestation Report for each Reporting Servicer, as
described under Section 3.21(b) and (c), and (B) if any Reporting
Servicer's Attestation Report identifies any material instance of
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noncompliance, disclosure identifying such instance of noncompliance, or if
any Reporting Servicer's Attestation Report is not included as an exhibit
to such Form 10-K, disclosure that such Attestation Report is not included
and an explanation why such Attestation Report is not included; and
(iv) a Xxxxxxxx-Xxxxx Certification, as described in Section 3.22(e).
Any disclosure or information in addition to (i) through (iv) above that is
required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall
be reported by the parties set forth on Exhibit P to the Depositor and the
Securities Administrator and directed and approved by the Depositor pursuant to
the following paragraph, and the Securities Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-K Disclosure, except as set forth in this Section 3.22(c).
As set forth on Exhibit P hereto, no later than March 1 of each year that
the Trust is subject to the Exchange Act reporting requirements, commencing in
2008, (i) the parties described in Exhibit P shall be required to provide to the
Securities Administrator (at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by
facsimile to 000-000-0000) and the Depositor, to the extent known by a
responsible officer thereof, in XXXXX-compatible format, or in such other format
as otherwise agreed upon by the Securities Administrator and such party, any
Additional Form 10-K Disclosure, together with an Additional Disclosure
Notification in the form attached hereto as Exhibit S and (ii) the Depositor
shall approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Securities
Administrator shall compile all such information provided to it in a Form 10-K
prepared by it. The Securities Administrator has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit P of their
duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-K Disclosure information. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Securities Administrator in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.
After preparing the Form 10-K, the Securities Administrator shall forward
electronically a copy of the Form 10-K to the Master Servicer and Depositor for
review. Within three Business Days after receipt of such copy, the Depositor
shall notify the Securities Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K. A senior
officer of the Master Servicer in charge of the master servicing function shall
sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Securities Administrator will follow
the procedures set forth in Section 3.22(h)(ii). Form 10-K requires the
registrant to indicate (by checking "yes" or "no") that it "(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days." The Depositor hereby represents to the
Securities Administrator that the Depositor has filed all such required reports
during the preceding 12 months and that is has been subject to such filing
requirement for the past 90 days. The Depositor shall notify the Securities
Administrator in writing, no later than March 15th with respect to the filing of
a report on Form 10-K, if the answer to either question should be "no." The
Securities Administrator shall be entitled to rely on such representations in
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preparing, executing and/or filing any such report. Promptly (but no later than
1 Business Day) after filing with the Commission, the Securities Administrator
will make available on its internet website a final executed copy of each Form
10-K prepared and filed by the Securities Administrator. The signing party at
the Master Servicer can be contacted at the address specified in Section 11.05.
The parties to this Agreement acknowledge that the performance by the Master
Servicer and the Securities Administrator of its duties under this Section
3.22(c) related to the timely preparation, arrangement for execution and filing
of Form 10-K is contingent upon such parties strictly observing all applicable
deadlines in the performance of their duties under this Section 3.22(c), Section
3.22(e), Section 3.20 and Section 3.21 and is also contingent upon the
Servicers, the Custodian and any Servicing Function Participant strictly
observing deadlines no later than those set forth in this paragraph that are
applicable to the parties to this Agreement in the delivery to the Securities
Administrator of any necessary Additional Form 10-K Disclosure, any Compliance
Statement and any Assessment of Compliance and Attestation Report pursuant to
the related Servicing Agreements, any custodial agreement or any other
applicable agreement. Neither the Master Servicer nor the Securities
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange for
execution and/or timely file such Form 10-K, where such failure results from the
Securities Administrator's inability or failure to receive, on a timely basis,
any information from any other party hereto or any Servicer or Servicing
Function Participant needed to prepare, arrange for execution or file such Form
10-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if
requested by the Depositor, the Securities Administrator shall prepare and file
on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided
that the Depositor shall file the initial Form 8-Ks in connection with the
issuance of the Certificates. Any disclosure or information related to a
Reportable Event or that is otherwise required to be included on Form 8-K other
than the initial Form 8-Ks filed in connection with the issuance of the
Certificates ("Form 8-K Disclosure Information") shall be reported by the
parties set forth on Exhibit Q hereto to the Depositor and the Securities
Administrator and directed and approved by the Depositor pursuant to the
following paragraph, and the Securities Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
8-K Disclosure Information, or any Form 8-K, except as set forth in this Section
3.22(d).
As set forth on Exhibit Q hereto, no later than the end of business on the
2nd Business Day after the occurrence of a Reportable Event (i) the parties
described in Exhibit Q shall be required to provide to the Securities
Administrator (at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile
to 000-000-0000) and to the Depositor, to the extent known by a responsible
officer thereof, in XXXXX-compatible format, or in such other format as
otherwise agreed upon by the Securities Administrator and such party, any Form
8-K Disclosure Information, if applicable, together with an Additional
Disclosure Notification in the form attached hereto as Exhibit S and (ii) the
Depositor shall approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Form 8-K Disclosure Information. The Securities
Administrator shall compile all such information provided to it in a Form 8-K
prepared by it. The Securities Administrator has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit Q of their
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duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph.
After preparing the Form 8-K, the Securities Administrator shall forward
electronically a copy of the Form 8-K to the Master Servicer and Depositor for
review. No later than the close of business New York City time on the 3rd
Business Day after the Reportable Event, the Depositor shall notify the
Securities Administrator in writing (which may be furnished electronically) of
any changes to or approval of such Form 8-K. In the absence of receipt of any
written changes or approval, the Securities Administrator shall be entitled to
assume that such Form 8-K is in final form and the Securities Administrator may
proceed with the execution and filing of the Form 8-K. A duly authorized officer
of the Master Servicer shall sign the Form 8-K. If a Form 8-K cannot be filed on
time or if a previously filed Form 8-K needs to be amended, the Securities
Administrator will follow the procedures set forth in Section 3.22(h)(ii).
Promptly (but no later than 1 Business Day) after filing with the Commission,
the Securities Administrator will, make available on its internet website a
final executed copy of each Form 8-K prepared and filed by the Securities
Administrator. The signing party at the Master Servicer can be contacted at the
address specified in Section 11.05. The parties to this Agreement acknowledge
that the performance by the Securities Administrator of its duties under this
Section 3.22(d) related to the timely preparation, arrangement for execution and
filing of Form 8-K is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under this Section
3.22(d) and also contingent upon the Servicers, the Custodian and any Servicing
Function Participant strictly observing deadlines no later than those set forth
in this paragraph that are applicable to the parties to this Agreement in the
delivery to the Securities Administrator of any necessary Form 8-K Disclosure
Information pursuant to the related Servicing Agreements, any custodial
agreement or any other applicable agreement. Neither the Master Servicer nor the
Securities Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 8-K, where such failure results from
the Securities Administrator's inability or failure to receive, on a timely
basis, any information from any other party hereto or any Servicer, Custodian or
Servicing Function Participant needed to prepare, arrange for execution or file
such Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.
(e) Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx
Certification"), exactly as set forth in Exhibit M attached hereto, required to
be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Securities
Administrator (if the Securities Administrator is not the same entity as the
Master Servicer) shall provide, and shall cause any Servicing Function
Participant engaged by it to provide, to the Person who signs the Xxxxxxxx-Xxxxx
Certification (the "Certifying Person"), by March 10th of each year in which the
Trust is subject to the reporting requirements of the Exchange Act and otherwise
within a reasonable period of time upon request, a certification (each, together
with such similar certification delivered by each Servicer as described in
Section 3.22(f), a "Back-up Certification"), in the form attached hereto as
Exhibit R, upon which the Certifying Person, the entity for which the Certifying
Person acts as an officer, and such entity's officers, directors and Affiliates
(collectively with the Certifying Person, "Certification Parties") can
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reasonably rely. The senior officer of the Master Servicer in charge of the
master servicing function shall serve as the Certifying Person on behalf of the
Trust. Such officer of the Certifying Person can be contacted by email at
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. In the event the Master Servicer, the
Securities Administrator or any Servicing Function Participant engaged by such
parties is terminated or resigns pursuant to the terms of this Agreement, or any
applicable sub-servicing agreement, as the case may be, such party shall provide
a Back-up Certification to the Certifying Person pursuant to this Section
3.22(e) with respect to the period of time it was subject to this Agreement or
any applicable sub-servicing agreement, as the case may be. Notwithstanding the
foregoing, (i) the Master Servicer and the Securities Administrator shall not be
required to deliver a Back-Up Certification to each other if both are the same
Person and the Master Servicer is the Certifying Person and (ii) the Master
Servicer shall not be obligated to sign the Xxxxxxxx-Xxxxx Certification in the
event that it does not receive any Back-Up Certification required to be
furnished to it pursuant to this Section or any Servicing Agreement or Custodial
Agreement.
(f) Pursuant to the related Servicing Agreements, the Master Servicer shall
enforce the obligation of each Servicer to provide the Back-up Certification
required pursuant to each of the Servicing Agreements.
(g) Upon any filing with the Commission prepared and filed by the
Securities Administrator, the Securities Administrator shall make available to
the Depositor a copy of any such executed report, statement or information.
(h) (i) The obligations set forth in paragraphs (a) through (h) of this
Section shall only apply with respect to periods for which reports are required
to be filed with respect to the Trust under the Exchange Act. On or prior to
January 30 of the first year in which the Securities Administrator is able to do
so under applicable law, unless otherwise requested by the Depositor, the
Securities Administrator shall prepare and file with the Commission a Form 15
Suspension Notification executed by the Master Servicer with respect to the
Trust, with a copy to the Depositor. At the beginning of the calendar year after
the filing of a Form 15 Suspension Notification, if the Depositor or the
Certificate Registrar determines that the number of Certificateholders of the
Offered Certificates of record exceeds the number set forth in Section 15(d) of
the Exchange Act or the regulations promulgated pursuant thereto which would
cause the Trust to again become subject to the reporting requirements of the
Exchange Act, it shall promptly notify the Securities Administrator and the
Securities Administrator shall recommence preparing and filing reports on Form
8-K, Form 10-D and Form 10-K as required pursuant to this Section and the
then-current reporting requirements of the Exchange Act and the parties hereto
will again have the obligations set forth in paragraphs (a) through (h) of this
Section.
(ii) In the event that the Securities Administrator is unable to
timely file with the Commission all or any required portion of any Form
8-K, Form 10-D or Form 10-K required to be filed by this Agreement because
required disclosure information was either not delivered to it or delivered
to it after the delivery deadlines set forth in this Agreement or for any
other reason, the Securities Administrator will immediately electronically
notify the Depositor and the Master Servicer of such inability to make a
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timely filing with the Commission. In the case of Form 10-D and Form 10-K,
the Securities Administrator, the Master Servicer, the Trustee and the
Depositor will cooperate to prepare and file a Form 12b-25 and a Form
10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the
Exchange Act. In the case of Form 8-K, the Securities Administrator will,
upon receipt of all required Form 8-K Disclosure Information and upon the
approval and direction of the Depositor, include such disclosure
information on the next Form 10-D. In the event that any previously filed
Form 8-K, Form 10-D or Form 10-K needs to be amended in connection with any
Additional Form 10-D Disclosure (other than, in the case of Form 10-D, for
the purpose of restating any Monthly Statement), Additional Form 10-K
Disclosure or Form 8-K Disclosure Information, the Securities Administrator
will notify the Depositor within one calendar day of discovery and such
other parties to the transaction as are affected by such amendment, and
such parties will cooperate to prepare any necessary Form 8-K/A, Form
10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form
8-K or Form 10-D shall be signed by a duly authorized officer (and a senior
officer with respect to the Form 10-K) of the Master Servicer. The parties
to this Agreement acknowledge that the performance by the Master Servicer
and the Securities Administrator of their duties under this Section 3.22(h)
related to the timely preparation, arrangement for execution and filing of
Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K
is contingent upon each such party performing its duties under this Section
3.22(h). Neither the Master Servicer nor the Securities Administrator shall
have any liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution
and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
8-K, Form 10-D or Form 10-K, where such failure results from the Securities
Administrator's inability or failure to receive, on a timely basis, any
information from any other party hereto or any Servicer, the Custodian or
any Servicing Function Participant needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D
or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.
(i) Notwithstanding the provision of Section 11.01, this Section 3.22 may
be amended without the consent of the Certificateholders.
ARTICLE IV
MASTER SERVICER'S CERTIFICATE
Section 4.01 Master Servicer's Certificate.
Each month, not later than 12:00 noon Eastern time on the 18th calendar day
of such month (or if such day is not a Business Day, the following Business
Day), the 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
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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 Certificate, the Securities Administrator shall distribute or be
deemed to distribute out of the Certificate Account, the Lower-Tier II
Certificate Sub-Account, the Middle-Tier II Certificate Sub-Account, the
Upper-Tier II Certificate Sub-Account, the Shifting Interest Lower-Tier
Certificate Sub-Account, the Shifting Interest Middle-Tier Certificate
Sub-Account or the Shifting Interest 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 or
5.03, as applicable.
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 on the Shifting Interest
Certificates.
(a) On each Distribution Date, the Securities Administrator shall withdraw
from the Certificate Account (to the extent funds are available therein) (1) to
the extent not previously paid, the amounts payable to the Master Servicer, the
Securities Administrator and the Trustee pursuant to Section 3.09(e) and (f) and
Section 3.11 and shall pay such funds to itself, the Master Servicer and the
Trustee, as applicable, and (2) based solely on the information contained in the
Master Servicer's Certificate, the Pool Distribution Amount for the related Loan
Group, and shall apply such funds, first, to distributions in respect of the
Uncertificated Shifting Interest Lower-Tier Interests, and then to the
Uncertificated Shifting Interests Middle-Tier Interests as specified in this
Section 5.02(a) and then to distributions on the Shifting Interest Certificates,
paying Group 1 solely from the Pool Distribution Amount for Loan Group 1, paying
Group 2 solely from the Pool Distribution Amount for Loan Group 2, paying Group
3 solely from the Pool Distribution Amount for Loan Group 3, paying Group 4
solely from the Pool Distribution Amount for Loan Group 4, paying Group 5 solely
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from the Pool Distribution Amount for Loan Group 5, paying Group 6 solely from
the Pool Distribution Amount for Loan Group 6, paying Group 7 solely from the
Pool Distribution Amount for Loan Group 7, paying Group 8 solely from the Pool
Distribution Amount for Loan Group 8, paying the Class N-M and Class N-B
Certificates from the remaining combined Pool Distribution Amounts from the Loan
Group N and paying the Class S-B Certificates from the remaining Pool
Distribution Amount from Loan Group S in the following order of priority and to
the extent of such funds:
(i) concurrently, to each Class of Senior Shifting Interest
Certificates and each IO Component of such Group, an amount allocable to
interest equal to the Interest Distribution Amount for each such Class and
the Component Interest Distribution Amount for each such IO Component and
any shortfall being allocated among such Classes and Components in
proportion to the amount of the Interest Distribution Amount or Component
Interest Distribution Amount that would have been distributed in the
absence of such shortfall; provided, however, that until the applicable
Accretion Termination Date, amounts that would have been distributed
pursuant to this clause to the Class 1-A-11 and Class 1-A-12 Certificates
will instead be distributed in reduction of the Class Certificate Balances
of the Classes of Certificates specified in Section 5.02(b);
(ii) (a) concurrently, in the case of Group 1 (x) to the Senior Non-PO
Shifting Interest Certificates of Group 1 and (y) to the Class 1-PO
Certificates, pro rata, based on their respective Shifting Interest Senior
Principal Distribution Amount and applicable PO Principal Amount, (1) to
the Senior Non-PO Shifting Interest Certificates, in an aggregate amount up
to the Shifting Interest Senior Principal Distribution Amount for Loan
Group 1, such distribution to be allocated among such Classes in accordance
with Section 5.02(b) and (2) to the Class 1-PO Certificates, up to the
applicable PO Principal Amount, (b) in the case of Group 2, to the Senior
Certificates of Group 2, in an aggregate amount up to the Shifting Interest
Senior Principal Distribution for Loan Group 2, such distribution to be
allocated among such Classes in accordance with Section 5.02(b), (c) in the
case of Group 3, to the Senior Certificates of Group 3, in an aggregate
amount up to the Shifting Interest Senior Principal Distribution for Loan
Group 3, such distribution to be allocated among such Classes in accordance
with Section 5.02(b), (d) concurrently, in the case of Group 4, (x) to the
Senior Non-PO Shifting Interest Certificates of Group 4 and (y) to the
Class 4-S-PO Component, pro rata, based on their respective Shifting
Interest Senior Principal Distribution Amount and applicable PO Principal
Amount, (1) to the Senior Non-PO Shifting Interest Certificates of Group 4,
in an aggregate amount up to the Shifting Interest Senior Principal
Distribution Amount for Loan Group 4, such distribution to be allocated
among such Classes and Components in accordance with Section 5.02(b) and
(2) to the Class 4-S-PO Component, up to the applicable PO Principal
Amount, (e) concurrently, in the case of Group 5, (x) to the Senior Non-PO
Shifting Interest Certificates of Group 5 and (y) to the Class 5-S-PO
Component, pro rata, based on their respective Shifting Interest Senior
Principal Distribution Amount and applicable PO Principal Amount, (1) to
the Senior Non-PO Shifting Interest Certificates of Group 5, in an
aggregate amount up to the Shifting Interest Senior Principal Distribution
Amount for Loan Group 5, such distribution to be allocated among such
Classes and Components in accordance with Section 5.02(b) and (2) to the
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Class 5-S-PO Component, up to the applicable PO Principal Amount, (f)
concurrently, in the case of Group 6, (x) to the Senior Non-PO Shifting
Interest Certificates of Group 6 and (y) to the Class 6-S-PO Component, pro
rata, based on their respective Shifting Interest Senior Principal
Distribution Amount and applicable PO Principal Amount, (1) to the Senior
Non-PO Shifting Interest Certificates of Group 6, in an aggregate amount up
to the Shifting Interest Senior Principal Distribution Amount for Loan
Group 6, such distribution to be allocated among such Classes and
Components in accordance with Section 5.02(b) and (2) to the Class 6-S-PO
Component, up to the applicable PO Principal Amount, (g) in the case of
Group 7, to the Senior Certificates of Group 7, in an aggregate amount up
to the Shifting Interest Senior Principal Distribution for Loan Group 7,
such distribution to be allocated among such Classes in accordance with
Section 5.02(b) and (h) in the case of Group 8, to the Senior Certificates
of Group 8, in an aggregate amount up to the Shifting Interest Senior
Principal Distribution for Loan Group 8, such distribution to be allocated
among such Classes in accordance with Section 5.02(b);
(iii) (a) with respect to Loan Group 1, to the Class 1-PO
Certificates, to pay any applicable PO Deferred Amounts (after giving
effect to the distribution to the Class 1-PO Certificates of the PO
Recovery for Loan Group 1), up to the Subordinate Principal Distribution
Amounts for Loan Group N from amounts otherwise distributable to the Class
N-M and Class N-B Certificates, first to the Class N-B-6 Certificates
pursuant to clause (iv)(A)(14) below, second to the Class N-B-5
Certificates, pursuant to clause (iv)(A)(12) below, third to the Class
N-B-4 Certificates, pursuant to clause (iv)(A)(10) below, fourth to the
Class N-B-3 Certificates, pursuant to clause (iv)(A)(8) below, fifth to the
Class N-B-2 Certificates, pursuant to clause (iv)(A)(6) below, sixth to the
Class N-B-1 Certificates, pursuant to clause (iv)(A)(4) below and finally
to the Class N-M Certificates, pursuant to clause (iv)(A)(2) below and (ii)
with respect to Loan Group 4, Loan Group 5 and Loan Group 6, to the PO
Component of each Related Group, to pay any applicable PO Deferred Amounts
(after giving effect to the distribution to such PO Component of the PO
Recovery for the related Loan Group), up to the Subordinate Principal
Distribution Amounts for Loan Group S from amounts otherwise distributable
to the Class S-B Certificates, first to the Class S-B-6 Certificates
pursuant to clause (iv)(B)(12) below, second to the Class S-B-5
Certificates, pursuant to clause (iv)(B)(10) below, third to the Class
S-B-4 Certificates, pursuant to clause (iv)(B)(8) below, fourth to the
Class S-B-3 Certificates, pursuant to clause (iv)(B)(6) below, fifth to the
Class S-B-2 Certificates, pursuant to clause (iv)(B)(4) below and finally
to the Class S-B-1 Certificates, pursuant to clause (iv)(B)(2) below;
(iv) concurrently, as follows:
(A) to each Class of Class N-M and Class N-B Certificates,
subject to paragraph (d) below, in the following order of priority:
(1) to the Class N-M Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
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(2) to the Class N-M Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable PO Deferred Amounts
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(3) to the Class N-B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(4) to the Class N-B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable PO Deferred Amounts
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(5) to the Class N-B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(6) to the Class N-B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable PO Deferred Amounts
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(7) to the Class N-B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(8) to the Class N-B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable PO Deferred Amounts
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(9) to the Class N-B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(10) to the Class N-B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable PO Deferred Amounts
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(11) to the Class N-B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(12) to the Class N-B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable PO Deferred Amounts
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pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(13) to the Class N-B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date; and
(14) to the Class N-B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date
less any amount used to pay the applicable PO Deferred Amounts
pursuant to clause (iii) above until the Class Certificate
Balance thereof has been reduced to zero;
(B) to each Class of Class S-B Certificates, subject to
paragraph (d) below, in the following order of priority:
(1) to the Class S-B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(2) to the Class S-B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to
zero;
(3) to the Class S-B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(4) to the Class S-B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to
zero;
(5) to the Class S-B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(6) to the Class S-B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to
zero;
(7) to the Class S-B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(8) to the Class S-B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to
zero;
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(9) to the Class S-B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date;
(10) to the Class S-B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to
zero;
(11) to the Class S-B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class
for such Distribution Date; and
(12) to the Class S-B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date,
until the Class Certificate Balance thereof has been reduced to
zero;
(v) to the Holder of the Class 1-A-R Certificate (in respect of
the Class SI-UR Interest, the Class SI-MR Interest or the Class SI-LR
Interest, as applicable), any amounts remaining in the Shifting
Interest Upper-Tier Certificate Sub-Account, the Shifting Interest
Middle-Tier Certificate Sub-Account and the Shifting Interest
Lower-Tier Certificate Sub-Account and any remaining Pool Distribution
Amounts.
No Class of Certificates or Components will be entitled to any
distributions with respect to the amount payable pursuant to clause (ii) of the
definition of "Interest Distribution Amount" or clause (ii) of the definition of
"Component Interest Distribution Amount" after its Class Certificate Balance,
Component Balance or Notional Amount, as the case may be, has been reduced to
zero.
All distributions in respect of the Interest Distribution Amount for a
Class or the Component Interest Distribution Amount for an IO Component will be
applied first with respect to the amount payable pursuant to clause (i) of the
definition of "Interest Distribution Amount," or "Component Interest
Distribution Amount," as applicable, and second with respect to the amount
payable pursuant to clause (ii) of such definitions.
On each Distribution Date, the Securities Administrator shall distribute
any Reimbursement Amount received with respect to a Loan Group sequentially to
each related Class of Shifting Interest 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.
On each Distribution Date, the Securities Administrator shall distribute
(i) any PO Recovery with respect to Loan Group 1 to the Holders of the Class
1-PO Certificates and (ii) any PO Recovery with respect to Loan Group 4, Loan
Group 5 or Loan Group 6 to the Holders of the Class S-PO Certificates.
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In the event that on any Distribution Date, the Subordinate Principal
Distribution Amounts for Loan Group S are insufficient to reduce the PO Deferred
Amounts of the PO Components to zero, the amount that is available shall be
distributed among such Components pro rata based on the PO Deferred Amounts.
Distributions on the Uncertificated Shifting Interest Lower-Tier Interests.
On each Distribution Date, Uncertificated Accrued Interest shall be deemed
distributed in respect of the Uncertificated Shifting Interest Lower-Tier
Interests (other than the Class 1-LPO Interest, the Class 4-LPO Interest, the
Class 5-LPO Interest and the Class 6-LPO Interest) at the Uncertificated
Shifting Interest Lower-Tier REMIC Pass-Through Rate thereon, plus any amounts
in respect thereof remaining unpaid from previous Distribution Dates. For
purposes of calculating Uncertificated Accrued Interest in respect of each
Uncertificated Shifting Interest Lower-Tier Interest and any Distribution Date,
Non-Supported Interest Shortfalls and Relief Act Reductions with respect to the
Shifting Interest Mortgage Loans shall be allocated to the related
Uncertificated Shifting Interest Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Shifting Interest
Lower-Tier Interest. Any Non-Supported Interest Shortfalls and Relief Act
Reductions allocated to the Uncertificated Shifting Interest Lower-Tier
Interests pursuant to this paragraph shall be (a) from Non-Supported Interest
Shortfalls and Relief Act Reductions allocated to Loan Group N in the case of
Uncertificated Shifting Interest Lower-Tier Interests beginning with the numeral
"1," "2" and "3" and (b) from Non-Supported Interest Shortfalls and Relief Act
Reductions allocated to Loan Group S in the case of Uncertificated Shifting
Interest Lower-Tier Interests beginning with the numeral "4," "5," "6," "7" and
"8."
All distributions of principal shall be made first to the Class 1-LPO
Interest, Class 4-S-PO Interest, Class 5-S-PO Interest and Class 6-S-PO Interest
so as to keep the Uncertificated Balances thereof at all times equal to the
Class Certificate Balance of the Class 1-PO Certificates and the Component
Balance of the Class 4-S-PO, Class 5-S-PO and Class 6-S-PO Components,
respectively; second, to the Class 1-LS Interest, the Class 2-LS Interest, the
Class 3-LS Interest, the Class 4-LS Interest, the Class 5-LS Interest, the Class
6-LS Interest, the Class 7-LS Interest and the Class 8-LS Interest so as to keep
the Uncertificated Balances thereof (computed to eight decimal places) equal to
0.100% of the Group Subordinate Amount for Loan Group 1, Loan Group 2, Loan
Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7 and Loan Group
8, respectively (except that if any such amount is greater than on the preceding
Distribution Date, the least amount of principal shall be distributed to the
Class 1-LS Interest, the Class 2-LS Interest, the Class 3-LS Interest, the Class
4-LS Interest, the Class 5-LS Interest, the Class 6-LS Interest, the Class 7-LS
Interest and the Class 8-LS Interest, such that the Subordinate Balance Ratio is
maintained), and third, any remaining principal to the Class 1-L Interest, Class
2-L Interest, Class 3-L Interest, Class 4-L Interest, Class 5-L Interest, Class
6-L Interest, Class 7-L Interest and Class 8-L Interest. Any distributions of
principal made to the Uncertificated Shifting Interest Lower-Tier Interests
pursuant to this paragraph shall be made from the Group 1 Mortgage Loans to the
Uncertificated Shifting Interest Lower-Tier Interests beginning with the numeral
"1," from the Group 2 Mortgage Loans to the Uncertificated Shifting Interest
Lower-Tier Interests beginning with the numeral "2," from Group 3 Mortgage Loans
to the Uncertificated Shifting Interest Lower-Tier Interests beginning with the
numeral "3," from the Group 4 Mortgage Loans to the Uncertificated Shifting
Interest Lower-Tier Interests beginning with the numeral "4," from the Group 5
Mortgage Loans to the Uncertificated Shifting Interest Lower-Tier Interests
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beginning with the numeral "5," from the Group 6 Mortgage Loans to the
Uncertificated Shifting Interest Lower-Tier Interests beginning with the numeral
"6," from the Group 7 Mortgage Loans to the Uncertificated Shifting Interest
Lower-Tier Interests beginning with the numeral "7" and from the Group 8
Mortgage Loans to the Uncertificated Shifting Interest Lower-Tier Interests
beginning with the numeral "8."
Realized Losses with respect to the Shifting Interest Loan Groups shall be
applied after all distributions have been made on each Distribution Date first,
to the Class 1-LPO Interest, Class 4-LPO Interest, Class 5-LPO Interest and
Class 6-LPO Interest so as to keep the Uncertificated Balances thereof at all
times equal to the Class Certificate Balance of the Class 1-PO Certificates and
the Component Balance of the Class 4-S-PO, Class 5-S-PO and Class 6-S-PO
Components, respectively; second, to the Class 1-LS Interest, the Class 2-LS
Interest, the Class 3-LS Interest, the Class 4-LS Interest, the Class 5-LS
Interest, the Class 6-LS Interest, the Class 7-LS Interest and the Class 8-LS
Interest so as to keep the Uncertificated Balances thereof (computed to eight
decimal places) equal to 0.100% of the Group Subordinate Amount for Loan Group
1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5, Loan Group 6, Loan
Group 7 and Loan Group 8, respectively (except that if any such amount is
greater than on the preceding Distribution Date, the least amount of Realized
Losses shall be allocated to the Class 1-LS Interest, the Class 2-LS Interest,
the Class 3-LS Interest, the Class 4-LS Interest, the Class 5-LS Interest, the
Class 6-LS Interest, the Class 7-LS Interest and the Class 8-LS Interest, such
that the Subordinate Balance Ratio is maintained); and third, the remaining
Realized Losses shall be allocated to the Class 1-L Interest, Class 2-L
Interest, Class 3-L Interest, Class 4-L Interest, Class 5-L Interest, Class 6-L
Interest, Class 7-L Interest and Class 8-L Interest. Any Realized Losses
allocated to the Uncertificated Shifting Interest Lower-Tier Interests pursuant
to this paragraph shall be (a) from Realized Losses allocated to Loan Group 1 in
the case of Uncertificated Shifting Interest Lower-Tier Interests beginning with
the numeral "1," (b) from Realized Losses allocated to Loan Group 2 in the case
of Uncertificated Shifting Interest Lower-Tier Interests beginning with the
numeral "2," from Realized Losses allocated to Loan Group 3 in the case of
Uncertificated Shifting Interest Lower-Tier Interests beginning with the numeral
"3," from Realized Losses allocated to the Group 4 Mortgage Loans to the
Uncertificated Shifting Interest Lower-Tier Interests beginning with the numeral
"4," from Realized Losses allocated to the Group 5 Mortgage Loans to the
Uncertificated Shifting Interest Lower-Tier Interests beginning with the numeral
"5," from Realized Losses allocated to the Group 6 Mortgage Loans to the
Uncertificated Shifting Interest Lower-Tier Interests beginning with the numeral
"6," from Realized Losses allocated to the Group 7 Mortgage Loans to the
Uncertificated Shifting Interest Lower-Tier Interests beginning with the numeral
"7" and from Realized Losses allocated to the Group 8 Mortgage Loans to the
Uncertificated Shifting Interest Lower-Tier Interests beginning with the numeral
"8."
Recoveries and Reimbursement Amounts received with respect to the Shifting
Interest Loan Groups shall be applied to the Uncertificated Shifting Interest
Lower-Tier Interests in a manner analogous to the application of Realized Losses
to the Uncertificated Shifting Interest Lower-Tier Interests.
As of any date, the aggregate Uncertificated Balance of the Class 1-L and
Class 1-LS Interest shall equal the Pool Principal Balance (Non-PO Portion) of
Loan Group 1. As of any date, the aggregate Uncertificated Balance of the Class
2-L and Class 2-LS Interest shall equal the Pool Principal Balance (Non-PO
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Portion) of Loan Group 2. As of any date, the aggregate Uncertificated Balance
of the Class 3-L and Class 3-LS Interest shall equal the Pool Principal Balance
(Non-PO Portion) of Loan Group 3. As of any date, the aggregate Uncertificated
Balance of the Class 4-L and Class 4-LS Interest shall equal the Pool Principal
Balance (Non-PO Portion) of Loan Group 4. As of any date, the aggregate
Uncertificated Balance of the Class 5-L and Class 5-LS Interest shall equal the
Pool Principal Balance (Non-PO Portion) of Loan Group 5. As of any date, the
aggregate Uncertificated Balance of the Class 6-L and Class 6-LS Interest shall
equal the Pool Principal Balance (Non-PO Portion) of Loan Group 6. As of any
date, the aggregate Uncertificated Balance of the Class 7-L and Class 7-LS
Interest shall equal the Pool Principal Balance (Non-PO Portion) of Loan Group
7. As of any date, the aggregate Uncertificated Balance of the Class 8-L and
Class 8-LS Interest shall equal the Pool Principal Balance (Non-PO Portion) of
Loan Group 8. As of any date, the Uncertificated Balance of the Class 1-LPO
Interest will be equal to the Class Certificate Balance of the Class 1-PO
Certificates. As of any date, the Uncertificated Balance of the Class 4-LPO
Interest will be equal to the Component Balance of the Class 4-S-PO Component.
As of any date, the Uncertificated Balance of the Class 5-LPO Interest will be
equal to the Component Balance of the Class 5-S-PO Component. As of any date,
the Uncertificated Balance of the Class 6-LPO Interest will be equal to the
Component Balance of the Class 6-S-PO Component.
Amounts distributed to the Uncertificated Shifting Interest Lower-Tier
Interests in respect of principal and interest with respect to any Distribution
Date are referred to herein collectively as the "Shifting Interest Lower-Tier
Distribution Amount."
Distributions on the Uncertificated Shifting Interest Middle-Tier
Interests. On each Distribution Date, each Uncertificated Shifting Interest
Middle-Tier Interest shall receive distributions in respect of principal in an
amount equal to the amount of principal distributed to its respective
Corresponding Class or Classes of Shifting Interest Certificates as provided
herein and shall have its principal balance increased in the event of
Recoveries, the Class 1-A-11 Accrual Distribution Amount and the Class 1-A-12
Accrual Distribution Amount in an amount equal to any such increase in the Class
Certificate Balance of the respective Corresponding Class or Classes of Shifting
Interest Certificates. On each Distribution Date, each Uncertificated Shifting
Interest Middle-Tier Interest shall receive distributions in respect of interest
based on its Uncertificated Shifting Interest Middle-Tier REMIC Pass-Through
Rate based on its Uncertificated Balance or Notional Amount in an amount equal
to the Uncertificated Accrued Interest of such class, and any amounts
undistributed from prior Distribution Dates, which amount shall equal the
Interest Distribution Amount in respect of its Corresponding Class or Classes of
Shifting Interest Certificates, in each case to the extent actually distributed
thereon. Such amounts distributed to the Uncertificated Shifting Interest
Middle-Tier Interests in respect of principal and interest with respect to any
Distribution Date are referred to herein collectively as the "Shifting Interest
Middle-Tier Distribution Amount."
As of any date, the Uncertificated Balance or Notional Amount of each
Uncertificated Shifting Interest Middle-Tier Interest equals the aggregate of
the Class Certificate Balances, Component Balances or Notional Amounts of the
respective Corresponding Class or Classes of Shifting Interest Certificates or
in the case of the Class MRI-2A2 Interest, the Class Certificate Balance of the
Class 2-A-3 Certificates, in the case of the Class MRI-3A1 Interest, the
aggregate Class Certificate Balance of the Class 3-A-1 and Class 3-A-2
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Certificates and in the case of the Class MRI-4A1 Interest, the Class
Certificate Balance of the Class 4-A-1 Certificates. The initial Uncertificated
Balance of each Uncertificated Shifting Interest Middle-Tier Interest equals the
aggregate of the Initial Class Certificate Balances, Component Balances or
Initial Notional Amounts of the respective Corresponding Class or Class of
Shifting Interest Certificates or in the case of the Class MRI-2A2 Interest, the
Initial Class Certificate Balance of the Class 2-A-3 Certificates, in the case
of the Class MRI-3A1 Interest, the aggregate Initial Class Certificate Balance
of the Class 3-A-1 and Class 3-A-2 Certificates and in the case of the Class
MRI-4A1 Interest, the Initial Class Certificate Balance of the Class 4-A-1
Certificates.
Distributions on the Shifting Interest Upper-Tier Interests. Each Shifting
Interest Upper-Tier Regular Interest will be entitled to receive interest and
principal payments at the times and in the amounts equal to those made on the
Certificate or Component to which it corresponds.
(b) (i) With respect to Group 1:
On each Distribution Date prior to the Senior Credit Support Depletion
Date for the Group N, the amount distributable to the Group 1 Senior
Certificates pursuant to Section 5.02(a)(ii)(a)(1) for such Distribution
Date, will be distributed, sequentially, as follows:
first, to the Class 1-A-R Certificate, until its Class Certificate
Balance has been reduced to zero; and
second, concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates,
until their Class Certificate Balances have been reduced to zero;
(ii) With respect to Group 2:
I. On each Distribution Date occurring prior to the Accretion
Termination Date for the Class 2-A-11 Certificates, the Class 2-A-11
Accrual Distribution Amount will be allocated, sequentially, to the Class
2-A-10 and Class 2-A-11 Certificates, in that order, until their Class
Certificate Balances have been reduced to zero.
II. On each Distribution Date prior to the Senior Credit Support
Depletion Date for the Group N, the amount distributable to the Group 2
Senior Certificates pursuant to Section 5.02(a)(ii)(b) for such
Distribution Date, will be distributed, sequentially, as follows:
first, concurrently, to the Class 2-A-1 and Class 2-A-2 Certificates,
pro rata, up to the Group 2 Priority Amount;
second, concurrently, as follows:
(i) 49.9068083052%, sequentially, to the Class 2-A-13, Class 2-A-14
and Class 2-A-15 Certificates, in that order, until their Class Certificate
Balances have been reduced to zero; and
(ii) 50.0931916948%, sequentially, as follows:
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(a) up to the PAC Principal Amount for such Distribution Date, sequentially
as follows:
(I) concurrently, to the Class 2-A-3 and Class 2-A-5 Certificates, pro
rata, until their Class Certificate Balances have been reduced to zero;
(II) to the Class 2-A-6 Certificates, until their Class Certificate
Balance has been reduced to zero;
(III) concurrently, to the Class 2-A-7 and Class 2-A-8 Certificates,
pro rata, until their Class Certificate Balances have been reduced to zero;
and
(IV) to the Class 2-A-9 Certificates, until their Class Certificate
Balance has been reduced to zero;
(b) to the Class 2-A-10 and Class 2-A-11 Certificates, in that order, up to
the TAC Principal Amount for such Distribution Date;
(c) to the Class 2-A-12 Certificates, until their Class Certificate Balance
has been reduced to zero;
(d) sequentially, to the Class 2-A-10 and Class 2-A-11 Certificates, in
that order, until their Class Certificate Balances have been reduced to zero;
and
(e) sequentially, as follows:
(I) concurrently, to the Class 2-A-3 and Class 2-A-5 Certificates, pro
rata, until their Class Certificate Balances have been reduced to zero;
(II) to the Class 2-A-6 Certificates, until their Class Certificate
Balances have been reduced to zero;
(III) concurrently, to the Class 2-A-7 and Class 2-A-8 Certificates,
pro rata, until their Class Certificate Balances have been reduced to zero;
and
(IV) to the Class 2-A-9 Certificates, until their Class Certificate
Balance has been reduced to zero; and
third, 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 occurring prior to the Accretion Termination
Date for the Class 2-A-12 Certificates, the Class 2-A-12 Accrual Distribution
Amount will be allocated, sequentially, as follows:
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first, (after taking into account any distributions to the Class 2-A-10 and
Class 2-A-11 Certificates pursuant to Section 5.02(b)(ii)(II), priority second
(ii)(b) above), to the Class 2-A-10 and Class 2-A-11 Certificates, in that
order, up to the TAC Principal Amount for such Distribution Date; and
second, to the Class 2-A-12 Certificates, until their Class Certificate
Balance has been reduced to zero.
(iii) With respect to Group 3:
On each Distribution Date prior to the Senior Credit Support Depletion Date
for Group N, the amount distributable to the Group 3 Senior Certificates
pursuant to Section 5.02(a)(ii)(c) for such Distribution Date, will be
distributed, concurrently, to the Class 3-A-1 and Class 3-A-2 Certificates, pro
rata, until their Class Certificate Balances have been reduced to zero.
(iv) With respect to Group 4:
On each Distribution Date prior to the Senior Credit Support Depletion Date
for Group S, the amount distributable to the Group 4 Senior Certificates
pursuant to Section 5.02(a)(ii)(d)(1) for such Distribution Date, will be
distributed to the Class 4-A-1 Certificates, until their Class Certificate
Balance has been reduced to zero.
(v) With respect to Group 5:
On each Distribution Date prior to the Senior Credit Support Depletion Date
for Group S, the amount distributable to the Group 5 Senior Certificates
pursuant to Section 5.02(a)(ii)(e)(1) for such Distribution Date, will be
distributed, sequentially, as follows:
first, to the Class 5-A-1 Certificates, up to the Group 5 Priority Amount;
second, sequentially, to the Class 5-A-2 and Class 5-A-3 Certificates, in
that order, until their Class Certificate Balances have been reduced to zero;
and
third, to the Class 5-A-1 Certificates, until their Class Certificate
Balance has been reduced to zero.
(vi) With respect to Group 6:
On each Distribution Date prior to the Senior Credit Support Depletion Date
for Group S, the amount distributable to the Group 6 Senior Certificates
pursuant to Section 5.02(a)(ii)(f) for such Distribution Date, will be
distributed to the Class 6-A-1 Certificates, until their Class Certificate
Balance has been reduced to zero.
(vii) With respect to Group 7:
On each Distribution Date prior to the Senior Credit Support Depletion Date
for Group S, the amount distributable to the Group 7 Senior Certificates
pursuant to Section 5.02(a)(ii)(g) for such Distribution Date, will be
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distributed to the Class 7-A-1 Certificates, until their Class Certificate
Balance has been reduced to zero.
(viii) With respect to Group 8:
On each Distribution Date prior to the Senior Credit Support Depletion Date
for Group S, the amount distributable to the Group 8 Senior Certificates
pursuant to Section 5.02(a)(ii)(h) for such Distribution Date, will be
distributed to the Class 8-A-1 Certificates, until their Class Certificate
Balance has been reduced to zero.
On each Distribution Date on or after the applicable Senior Credit Support
Depletion Date, notwithstanding the allocation and priority set forth above, the
portion of the Pool Distribution Amount with respect to a Loan Group available
to be distributed as principal of the Senior Non-PO Certificates 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.
The Class 2-A-4, Class 3-A-3, Class 3-IO, Class 4-A-2 and Class S-IO
Certificates are Interest Only Certificates and are not entitled to
distributions in respect of principal.
(iv) Notwithstanding the foregoing, on each Distribution Date prior to the
Senior Credit Support Depletion Date for the Group N but on or after the date on
which the aggregate Class Certificate Balance of the Senior Non-PO Shifting
Interest Certificates of Group N have been reduced to zero, amounts otherwise
distributable as principal payments from the Related Loan Group on the Class N-M
and Class N-B Certificates will be paid as principal to the remaining Classes of
Senior Non-PO Shifting Interest Certificates of the other Crossed Groups
together with the applicable Shifting Interest Senior Principal Distribution
Amounts in accordance with the priorities set forth for the applicable Crossed
Group in (b)(i), (ii) or (iii) above, provided that on such Distribution Date
(a) the Loan Group N Subordinate Percentage for such Distribution Date is less
than twice the initial Loan Group N Subordinate Percentage or (b) the
outstanding principal balance of the Loan Group N Mortgage Loans (including, for
this purpose, any such Mortgage Loans in foreclosure, any related REO Property
related to such Mortgage Loans and any such Mortgage Loan for which the
Mortgagor has filed for bankruptcy after the Closing Date) delinquent 60 days or
more (averaged over the preceding six month period), as a percentage of the
aggregate Class Certificate Balance of the Class N-M and Class N-B Certificates,
is equal to or greater than 50%. If the Senior Non-PO Certificates of two Groups
in Group N remain outstanding, the distributions described above will be made to
the Senior Non-PO Certificates of such Groups, pro rata, in proportion to the
aggregate Class Certificate Balance of the Senior Non-PO Certificates of each
such Group. In addition, after giving effect to the second preceding sentence,
if on any Distribution Date the Class Certificate Balances of the Senior Non-PO
Shifting Interest Certificates of Group 1, Group 2 or Group 3 is greater than
the Adjusted Pool Amount (Non-PO Portion) of the Related Loan Group (any such
Group, the "Undercollateralized Group" and any such excess, the
"Undercollateralized Amount"), all amounts otherwise distributable as principal
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on the Class N-M and Class N-B Certificates pursuant to Section
5.02(a)(iv)(A)(14), (12), (10), (8), (6), (4) and (2), in that order, will be
paid as principal to the Senior Non-PO Shifting Interest Certificates of the
Undercollateralized Group together with the applicable Shifting Interest Senior
Principal Distribution Amount in accordance with the priorities set forth for
the applicable Group above under (b)(i), (ii) or (iii) until the aggregate Class
Certificate Balance of the Senior Non-PO Shifting Interest Certificates of the
Undercollateralized Group equals the Adjusted Pool Amount (Non-PO Portion) of
the Related Loan Group. If two Groups in Group N are Undercollateralized Groups,
the distributions described above will be made, pro rata, in proportion to the
amount by which the aggregate Class Certificate Balance of the Senior Non-PO
Certificates of each such Group exceeds the Pool Principal Balance (Non-PO
Portion) of the related Loan Group. Also, the amount of any Class Unpaid
Interest Shortfalls and Component Unpaid Interest Shortfalls with respect to the
Undercollateralized Group (including any Class Unpaid Interest Shortfalls and
Component Unpaid Interest Shortfalls for such Distribution Date) will be paid to
the Undercollateralized Group pursuant to Section 5.02(a)(i) prior to the
payment of any Undercollateralized Amount from amounts otherwise distributable
as principal on the Class N-M and Class N-B Certificates pursuant to Section
5.02(a)(iv)(A)(14), (12), (10), (8), (6), (4) and (2), in that order. Such
amount will be paid to the Senior Non-PO Shifting Interest Certificates of such
Undercollateralized Group in accordance with the priorities set forth in Section
5.02(a)(i) up to their Interest Distribution Amounts or Component Interest
Distribution Amounts for such Distribution Date. The PO Deferred Amounts for the
Class 1-PO will be paid from amounts otherwise distributable as principal on the
Class N-M and Class N-B Certificates before any payments are made pursuant to
this paragraph.
Notwithstanding the foregoing, on each Distribution Date prior to the
Senior Credit Support Depletion Date for the Group S but on or after the date on
which the aggregate Class Certificate Balance of the Senior Non-PO Shifting
Interest Certificates of Group S have been reduced to zero, amounts otherwise
distributable as principal payments from the Related Loan Group on the Class S-B
Certificates will be paid as principal to the remaining Classes of Senior Non-PO
Shifting Interest Certificates of the other Crossed Groups together with the
applicable Shifting Interest Senior Principal Distribution Amounts in accordance
with the priorities set forth for the applicable Crossed Group in (b)(iv), (v),
(vi), (vii) or (viii) above, provided that on such Distribution Date (a) the
Loan Group S Subordinate Percentage for such Distribution Date is less than
twice the initial Loan Group S Subordinate Percentage or (b) the outstanding
principal balance of the Loan Group S Mortgage Loans (including, for this
purpose, any such Mortgage Loans in foreclosure, any related REO Property
related to such Mortgage Loans and any such Mortgage Loan for which the
Mortgagor has filed for bankruptcy after the Closing Date) delinquent 60 days or
more (averaged over the preceding six month period), as a percentage of the
aggregate Class Certificate Balance of the Class S-B Certificates, is equal to
or greater than 50%. If the Senior Non-PO Certificates of two or more Groups in
Group S remain outstanding, the distributions described above will be made to
the Senior Non-PO Certificates of such Groups, pro rata, in proportion to the
aggregate Class Certificate Balance of the Senior Non-PO Certificates of each
such Group. In addition, after giving effect to the second preceding sentence,
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if on any Distribution Date the Class Certificate Balances of the Senior
Non-PO Shifting Interest Certificates of Group 4, Group 5, Group 6, Group 7
or Group 8 is greater than the Adjusted Pool Amount (Non-PO Portion) of the
Related Loan Group (any such Group, the "Undercollateralized Group" and any
such excess, the "Undercollateralized Amount"), all amounts otherwise
distributable as principal on the Class N-M and Class N-B Certificates
pursuant to Section 5.02(a)(iv)(B)(12), (10), (8), (6), (4) and (2), in
that order, will be paid as principal to the Senior Non-PO Shifting
Interest Certificates of the Undercollateralized Group together with the
applicable Shifting Interest Senior Principal Distribution Amount in
accordance with the priorities set forth for the applicable Group above
under (b)(iv), (v), (vi), (vii) or (viii) until the aggregate Class
Certificate Balance of the Senior Non-PO Shifting Interest Certificates of
the Undercollateralized Group equals the Adjusted Pool Amount (Non-PO
Portion) of the Related Loan Group. If two or more Groups in Group S are
Undercollateralized Groups, the distributions described above will be made,
pro rata, in proportion to the amount by which the aggregate Class
Certificate Balance of the Senior Non-PO Certificates of each such Group
exceeds the Pool Principal Balance (Non-PO Portion) of the related Loan
Group. Also, the amount of any Class Unpaid Interest Shortfalls and
Component Unpaid Interest Shortfalls with respect to the
Undercollateralized Group (including any Class Unpaid Interest Shortfalls
and Component Unpaid Interest Shortfalls for such Distribution Date) will
be paid to the Undercollateralized Group pursuant to Section 5.02(a)(i)
prior to the payment of any Undercollateralized Amount from amounts
otherwise distributable as principal on the Class S-B Certificates pursuant
to Section 5.02(a)(iv)(B)(12), (10), (8), (6), (4) and (2), in that order.
Such amount will be paid to the Senior Non-PO Shifting Interest
Certificates of such Undercollateralized Group in accordance with the
priorities set forth in Section 5.02(a)(i) up to their Interest
Distribution Amounts or Component Interest Distribution Amounts for such
Distribution Date. The PO Deferred Amounts for the PO Components will be
paid from amounts otherwise distributable as principal on the Class S-B
Certificates before any payments are made pursuant to this paragraph.
(c) On each Distribution Date, Shifting Interest Accrued Certificate
Interest for each Class of Shifting Interest Certificates (other than the Class
S-IO Certificates) and Accrued Component Interest for each IO Component for such
Distribution Date shall be reduced by such Class' or Component's pro rata share,
based on such Class' Interest Distribution Amount or Component's Component
Interest Distribution Amount for such Distribution Date, without taking into
account the allocation made by this Section 5.02(c), of an amount equal to the
sum of (A) Non-Supported Interest Shortfalls on the Group N Mortgage Loans (in
the case of the Group N and the Class N-M and Class N-B Certificates) or Group S
Mortgage Loans (in the case of Group S and the Class S-B Certificates) with
respect to such Distribution Date, (B) on and after the applicable Senior Credit
Support Depletion Date, the applicable Designated Interest Amount of any other
Realized Losses on the Shifting Interest Mortgage Loans contributing to, or in,
the Related Loan Group allocable to interest and (C) Relief Act Reductions
incurred on the Group N Mortgage Loans (in the case of the Group N and the Class
N-M and Class N-B Certificates) or the Group S Mortgage Loans (in the case of
Group S and the Class S-B Certificates) with respect to such Distribution Date.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to any Class of Class N-M, Class N-B or Class S-B
Certificates on any Distribution Date, (i) the aggregate of the Class
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Certificate Balances of the Class N-B Certificates or Class S-B Certificates, as
the case may be, immediately prior to such Distribution Date which have a lower
payment priority than such Class, divided by (ii) the aggregate Pool Principal
Balance (Non-PO Portion) for Loan Group N (in the case of the Class N-M and
Class N-B Certificates) or Loan Group S (in the case of the Class S-B
Certificates), as the case may be, immediately prior to such Distribution Date
(for each Class, the "Fractional Interest") is less than the Original Fractional
Interest for such Class, no distribution of principal will be made to any
Classes of the Class N-B Certificates or the Class S-B Certificates, as the case
may be, which have a lower payment priority than such Class (the "Restricted
Classes") and the Class Certificate Balances of the Restricted Classes will not
be used in determining the Pro Rata Share for the Class N-M and Class N-B
Certificates or the Class S-B Certificates, as the case may be, that are not
Restricted Classes. If the aggregate Class Certificate Balance of the Class N-M
and Class N-B Certificates or the Class S-B Certificates, as the case may be,
that are not Restricted Classes is reduced to zero, notwithstanding the previous
sentence, any funds remaining will be distributed sequentially to the Class N-B
Certificates or the Class S-B Certificates, as the case may be, that are
Restricted Classes in order of their payment priority (beginning with the Class
of the Class N-B Certificates or the Class S-B Certificates, as the case may be,
that is a Restricted Class then outstanding with the highest payment priority).
Section 5.03 Priorities of Distributions on the Overcollateralized
Certificates.
(a) Distributions of Interest with Respect to the Overcollateralized
Certificates
On each Distribution Date, the Securities Administrator shall withdraw from
the Certificate Account (to the extent funds are available therein) the Interest
Remittance Amount and apply such amounts in the following order of priority and
to the extent of such funds:
first, concurrently, to the Senior Overcollateralized Certificates, pro
rata, the Overcollateralized Accrued Certificate Interest thereon for such
Distribution Date;
second, concurrently, to the Senior Overcollateralized Certificates, pro
rata, the Interest Carryforward Amount thereon for such Distribution Date;
third, to the Class T-M-1 Certificates, the Overcollateralized Accrued
Certificate Interest thereon for such Distribution Date;
fourth, to the Class T-M-2 Certificates, the Overcollateralized Accrued
Certificate Interest thereon for such Distribution Date;
fifth, to the Class T-M-3 Certificates, the Overcollateralized Accrued
Certificate Interest thereon for such Distribution Date;
sixth to the Class T-M-4 Certificates, the Overcollateralized Accrued
Certificate Interest thereon for such Distribution Date;
seventh, to the Class T-M-5 Certificates, the Overcollateralized Accrued
Certificate Interest thereon for such Distribution Date; and
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eighth, the amount, if any, of the Interest Remittance Amount remaining
after application with respect to the priorities set forth above will be applied
as described below under Section 5.03(c) hereof.
(b) Distributions of Principal with Respect to the Overcollateralized
Certificates
The Securities Administrator shall withdraw from the Certificate Account
(to the extent funds are available therein) the Principal Distribution Amount
and apply it in the following order of priority and to the extent of such funds:
With respect to each Distribution Date (a) before the Stepdown Date or (b)
as to which a Trigger Event is in effect, the Principal Distribution Amount will
be allocated among and distributed in reduction of the Class Certificate
Balances of the Overcollateralized Certificates in the following order of
priority:
first, concurrently, as follows:
(a) 70.205936771% sequentially as follows:
(i) concurrently, to the Class T-A-5 Certificates and Class T-A-6
Certificates, pro rata, up to the Group T2 Priority Amount;
(ii) concurrently, to the Class T-A-1A and Class T-A-1B
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero;
(iii) sequentially, to the Class T-A-2 and Class T-A-3
Certificates, in that order, until their Class Certificate Balances
have been reduced to zero;
(iv) concurrently, to the Class T-A-4 and Class T-A-7
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero; and
(v) concurrently, to the Class T-A-5 Certificates and Class T-A-6
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero;
(b) 29.794063229%, concurrently, to the Class T-A-P1 and Class T-A-P2
Certificates, pro rata, until their Class Certificate Balances have been
reduced to zero;
second, to the Class T-M-1 Certificates, until the Class Certificate
Balance thereof has been reduced to zero;
third, to the Class T-M-2 Certificates, until the Class Certificate Balance
thereof has been reduced to zero;
fourth, to the Class T-M-3 Certificates, until the Class Certificate
Balance thereof has been reduced to zero;
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fifth, to the Class T-M-4 Certificates, until the Class Certificate Balance
thereof has been reduced to zero;
sixth, to the Class T-M-5 Certificates, until the Class Certificate Balance
thereof has been reduced to zero; and
seventh, any remaining Principal Distribution Amount will be distributed as
described below in Section 5.03(c) hereof.
With respect to each Distribution Date (a) on or after the Stepdown Date
and (b) as long as a Trigger Event is not in effect, the Principal Distribution
Amount will be allocated among and distributed in reduction of the Class
Certificate Balances of the Overcollateralized Certificates in the following
order of priority:
first, concurrently, as follows:
(a) 70.205936771% sequentially as follows:
(i) concurrently, to the Class T-A-5 Certificates and Class T-A-6
Certificates, pro rata, up to the Group T2 Priority Amount;
(ii) concurrently, to the Class T-A-1A and Class T-A-1B
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero;
(iii) sequentially, to the Class T-A-2 and Class T-A-3
Certificates, in that order, until their Class Certificate Balances
have been reduced to zero;
(iv) concurrently, to the Class T-A-4 and Class T-A-7
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero; and
(v) concurrently, to the Class T-A-5 Certificates and Class T-A-6
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero;
(b) 29.794063229%, concurrently, to the Class T-A-P1 and Class T-A-P2
Certificates, pro rata, until their Class Certificate Balances have been
reduced to zero;
second, to the Class T-M-1 Certificates, up to the Class T-M-1 Principal
Distribution Amount, until the Class Certificate Balance thereof has been
reduced to zero;
third, to the Class T-M-2 Certificates, up to the Class T-M-2 Principal
Distribution Amount, until their Class Certificate Balance has been reduced to
zero;
fourth, to the Class T-M-3 Certificates, up to the Class T-M-3 Principal
Distribution Amount, until their Class Certificate Balance has been reduced to
zero;
fifth, to the Class T-M-4 Certificates, up to the Class T-M-4 Principal
Distribution Amount, until their Class Certificate Balance has been reduced to
zero;
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sixth, to the Class T-M-5 Certificates, up to the Class T-M-5 Principal
Distribution Amount, until their Class Certificate Balance has been reduced to
zero; and
seventh, any remaining Principal Distribution Amount will be distributed as
described in Section 5.03(c) hereof.
Notwithstanding the foregoing, on or after the Distribution Date on which
the aggregate Class Certificate Balance of the Mezzanine Certificates has been
reduced to zero and there is no Overcollateralization Amount, all principal
distributions to the Senior Overcollateralized Certificates shall be distributed
concurrently on a pro rata basis, based on the Class Certificate Balance of each
such Class, until the Class Certificate Balance of each such Class has been
reduced to zero.
(c) Distribution of Monthly Excess Cashflow Amounts
(i) On each Distribution Date, any Monthly Excess Cashflow Amount
shall be distributed, to the extent available, in the following order of
priority on such Distribution Date:
first, concurrently, to the Classes of Senior Overcollateralized
Certificates, pro rata, any remaining Overcollateralized Accrued
Certificate Interest for each such Class for such Distribution Date;
second, concurrently, to the Classes of Senior Overcollateralized
Certificates, pro rata, any Interest Carryforward Amount for each such
Class for such Distribution Date;
third, sequentially, to the Class T-M-1, Class T-M-2, Class
T-M-3, Class T-M-4 and Class T-M-5 Certificates, in that order, (i)
first to pay any remaining Overcollateralized Accrued Certificate
Interest for such Classes for such Distribution Date and (ii) then to
pay any remaining Interest Carryforward Amount for such Classes for
such Distribution Date;
fourth, from amounts otherwise distributable to the Class CE
Certificates, to the Cap Carryover Reserve Account to pay Cap
Carryover Amounts first, concurrently, to the Senior
Overcollateralized Certificates, based on Cap Carryover Amounts for
each such Class, and then sequentially to the Class T-M-1, Class
T-M-2, Class T-M-3, Class T-M-4 and Class T-M-5 Certificates, in that
order, any Cap Carryover Amounts for each such Class;
fifth, concurrently, to the Classes of Senior Overcollateralized
Certificates, any Realized Loss Amortization Amounts for such Classes
for such Distribution Date, based upon Unpaid Realized Loss Amounts
for each such Class of Certificates;
sixth, sequentially, to the Class T-M-1, Class T-M-2, Class
T-M-3, Class T-M-4 and Class T-M-5 Certificates, in that order, any
Realized Loss Amortization Amount for such Classes for such
Distribution Date;
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seventh, from amounts otherwise distributable to the Class CE
Certificates, to the Supplemental Interest Trust to fund any Defaulted
Swap Termination Payments;
eighth, to the Class CE Certificates, up to the Class CE
Distributable Amount; and
ninth, on the Distribution Date in April 2012 (or the final
Distribution Date, if earlier), to the holders of the Class P
Certificates $100.00 in reduction of the Class Certificate Balance of
such Class.
(ii) On each Distribution Date, there shall be distributed to the
Holder of the Class 1-A-R Certificate (in respect of the Class II-UR
Interest), any amounts remaining in the Certificate Account in respect of
Loan Group T2 such date after the application pursuant to Sections 5.03(a),
5.03(b) and 5.03(c)(i).
(d) On each Distribution Date, after the Securities Administrator makes the
distributions of the Interest Remittance Amount, Principal Distribution Amount,
Monthly Excess Cashflow Amount and amounts on deposit in the Cap Carryover
Reserve Account as set forth above, the Supplemental Interest Trust Trustee
shall distribute the amount on deposit in the Swap Account, sequentially, as
follows:
first, to each Swap Provider, all Net Swap Payments owed to such Swap
Provider pursuant to the applicable Interest Rate Swap Agreements for such
Distribution Date;
second, to each Swap Provider, any Swap Termination Payment, other
than a Defaulted Swap Termination Payment, pursuant to the applicable
Interest Rate Swap Agreements;
third, concurrently, to the Senior Overcollateralized Certificates,
the related Interest Carryforward Amount remaining undistributed after the
application pursuant to Sections 5.03(a) and 5.03(c)(i), based on such
respective remaining Interest Carryforward Amounts;
fourth, sequentially, to the Class T-M-1, Class T-M-2, Class T-M-3,
Class T-M-4 and Class T-M-5 Certificates, in that order, (i) first to pay
any remaining Accrued Certificate Interest for such Classes for such
Distribution Date and (ii) then to pay any remaining Interest Carryforward
Amount for such Classes for such Distribution Date, to the extent remaining
undistributed after the application pursuant to Sections 5.03(a) and
5.03(c)(i);
fifth, to the holders of the Class or Classes of Overcollateralized
Certificates then entitled to receive distributions in respect of
principal, in an amount necessary to maintain the applicable Targeted
Overcollateralization Amount after taking into account the application
pursuant to Section 5.03(c)(i);
sixth, concurrently, to the Senior Overcollateralized Certificates,
the related Cap Carryover Amounts, to the extent remaining undistributed
after distributions are made from the Cap Carryover Reserve Account
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pursuant to Section 5.03(c)(i) priority fourth, based on such respective
Cap Carryover Amounts remaining;
seventh, sequentially to the Class T-M-1, Class T-M-2, Class T-M-3,
Class T-M-4 and Class T-M-5 Certificates, in that order, the related Cap
Carryover Amounts, to the extent remaining undistributed after the
application pursuant to Section 5.03(c)(i) priority fourth;
eighth, to pay concurrently in proportion of their respective Unpaid
Realized Loss Amounts, to the Senior Overcollateralized Certificates, any
remaining Unpaid Realized Loss Amount, and then to pay sequentially to the
Class T-M-1, Class T-M-2, Class T-M-3, Class T-M-4 and Class T-M-5
Certificates, in that order, to the extent of remaining Unpaid Realized
Loss Amounts for such Classes after the application pursuant to Section
5.03(c)(i) priorities fifth and sixth;
ninth, to each Swap Provider, any applicable Defaulted Swap
Termination Payment, to the extent not already paid; and
tenth, to the Class CE Certificates, any remaining amounts.
Amounts distributed in respect of priorities fifth and eighth above,
together with amounts distributed in respect of such clauses on prior
Distribution Dates, shall not exceed the aggregate of current or prior Realized
Losses on the Group T2 Mortgage Loans not previously reimbursed by Recoveries on
the Group T2 Mortgage Loans or the Monthly Excess Cashflow Amount.
(e) On each Distribution Date, after the distributions pursuant to Sections
5.03(a) through (d), the Supplemental Interest Trust Trustee shall distribute
the amount on deposit in the Class T-A-4 and Class T-A-7 Reserve Fund as
follows:
(i) concurrently, to the Class T-A-4 and Class T-A-7 Certificates, the
related Cap Carryover Amount, based on such respective Cap Carryover
Amounts, to the extent remaining undistributed after distributions are made
from the Cap Carryover Reserve Account pursuant to Section 5.03(c)(i)
priority fourth, and after distributions are made pursuant to Section
5.03(d) priority sixth; and
(ii) to the Class CE Certificates, any remaining amounts.
(f) On each Distribution Date, the Securities Administrator shall withdraw
any amounts then on deposit in the Certificate Account that represent Prepayment
Charges or Servicer Prepayment Charge Payment Amounts with respect to Group T2
Mortgage Loans in connection with a Principal Prepayment of any Group T2
Mortgage Loan and shall distribute such amounts to the Holders of the Class P
Certificates. Such distributions shall not be applied to reduce the Class
Certificate Balance of the Class P Certificates.
(g) On each Distribution Date, Unpaid Realized Loss Amounts on the Offered
Overcollateralized Certificates will be reduced by the amount of any Recoveries
relating to the Group T2 Mortgage Loans received during the related Prepayment
Period in the same order as Realized Loss Amortization Amounts are paid to the
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Offered Overcollateralized Certificates Certificates pursuant to Section 5.03(c)
above.
(h) Any amounts distributed to the Senior Overcollateralized Certificates
and Mezzanine Certificates in respect of interest pursuant to Section 5.03(c)(i)
priority fourth which constitute Cap Carryover Amounts shall first be deemed
distributed by the Upper-Tier II REMIC as a distribution with respect to the
Class CE Upper-Tier II Regular Interest, and then distributed to the Senior
Overcollateralized Certificates and Mezzanine Certificates as payments on
notional principal contracts in the nature of cap contracts. Any remaining
amount with respect to the Class CE Certificates shall be treated as having been
distributed to the Holders of the Class CE Certificates. Any amounts distributed
to the Senior Overcollateralized Certificates, Mezzanine Certificates pursuant
to Section 5.03(d) priorities sixth and seventh which constitute Cap Carryover
Amounts shall be deemed to be payments on notional principal contracts in the
nature of cap contracts.
(i) Distributions on the Uncertificated Lower-Tier II Interests. On each
Distribution Date, the Securities Administrator shall be deemed to cause in the
following order of priority, the following amounts to be distributed to the
Middle-Tier II REMIC on account of the Uncertificated Lower-Tier II Regular
Interests (such amount, the "Lower-Tier II Distribution Amount") or withdrawn
from the Certificate Account and distributed to the Holder of the Class 1-A-R
Certificate (in respect of the Class II-LR Interest), as the case may be:
(i) to the extent of the Interest Remittance Amount (prior to
deduction of any Net Swap Payment and Swap Termination Payment), to Holders
of the Class LRII-I Interest and each of the Class LRIIA-1-A through the
Class LRIIA-2-B Interests, the Class LRIIA-4-A through the Class LRIIA-4-B
Interests, the Class LRIIA-6-A through the Class LRIIA-36-B Interests, the
Class LRIIA-40-A through the Class LRIIA-62-B Interests, the Class
LRIIB-1-A through the Class LRIIB-24-B Interest and the Class LRIIB-28-A
through the Class LRIIB-62-B Interests, pro rata, in an amount equal to (A)
Uncertificated Accrued Interest for such Uncertificated Lower-Tier II
Regular Interest for such Distribution Date, plus (B) any amounts payable
in respect thereof remaining unpaid from previous Distribution Dates;
(ii) to the extent of the Interest Remittance Amount and the Princpal
Remittance Amount (in each case, prior to deduction of any Net Swap Payment
and Swap Termination Payment) and to the extent of amounts remaining after
the distributions made pursuant to clause (i) above, payments of principal
shall be allocated first, to the Class LRII-I Interest, and then pro rata
as follows: (a) to the Class LRIIA-1-A through the Class LRIIA-2-B
Interests, the Class LRIIA-4-A through the Class LRIIA-4-B Interests, the
Class LRIIA-6-A through the Class LRIIA-36-B Interests, the Class
LRIIA-40-A through the Class LRIIA-62-B Interests and (b) the Class
LRIIB-1-A through the Class LRIIB-24-B Interest and the Class LRIIB-28-A
through the Class LRIIB-62-B Interests, starting with the lowest numerical
denomination in each of the preceding clauses (a) and (b) until the
Uncertificated Balance of each such Uncertificated Lower-Tier II Regular
Interest is reduced to zero, provided that, for Uncertificated Lower-Tier
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II Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro rata between such Uncertificated
Lower-Tier II Interests;
(iii) to Holders of the Class LRIIB-62-B Interest, all amounts
representing Prepayment Charges in respect of the Group T2 Mortgage Loans
received by the applicable Servicers during the related Prepayment Period;
and
(iv) any remaining amount to the Holder of the Class 1-A-R Certificate
(in respect of the Class II-LR Interest).
(j) Distributions on the Uncertificated Middle-Tier II Interests. On each
Distribution Date, the Securities Administrator shall be deemed to cause in the
following order of priority, the following amounts to be distributed to the
Upper-Tier II REMIC on account of the Uncertificated Middle-Tier II Regular
Interests (such amount, the "Middle-Tier II Distribution Amount") or withdrawn
from the Certificate Account and distributed to the Holder of the Class 1-A-R
Certificate (in respect of the Class II-MR Interest), as the case may be:
(i) first, to the extent of the Interest Remittance Amount (prior to
deduction of any Net Swap Payment and Swap Termination Payment), to the
Holders of the Class MRII-IO1 and the Class MRII-IO2 Interests, pro rata in
an amount equal to (A) Uncertificated Accrued Interest for such
Uncertificated Middle-Tier II Interests for such Distribution Date, plus
(B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates and second, to Holders of the Class MRII-AA Interest,
the Middle-Tier II Corresponding Marker Interests, the Class MRII-P
Interest and the Class MRII-ZZ Interest, pro rata, in an amount equal to
(A) the Uncertificated Accrued Interest for such Distribution Date, plus
(B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates. Amounts payable as Uncertificated Accrued Interest in
respect of the Class MRII-ZZ Interest shall be reduced and deferred when
the Middle-Tier II REMIC Overcollateralized Amount is less than the
Middle-Tier II REMIC Overcollateralization Target Amount, by the lesser of
(x) the amount of such difference and (y) the Maximum MRII-ZZ
Uncertificated Accrued Interest Deferral Amount and such amount will be
payable to the Holders of the Middle-Tier II Corresponding Marker
Interests, in the same proportion as the Overcollateralization Deficiency
is allocated to the Corresponding Classes and the Uncertificated Balance of
the Class MRII-ZZ Interest shall be increased by such amount;
(ii) to the Holders of the Uncertificated Middle-Tier II Interests, in
an amount equal to the remainder of the Interest Remittance Amount and
Principal Remittance Amount (in each case, prior to deduction of any Net
Swap Payment and Swap Termination Payment) for such Distribution Date after
the distributions made pursuant to clause (i) above, allocated as follows:
(1) to the Class MRII-AA Interest and the Class MRII-P Interest,
98.00% of such remainder, until the Uncertificated Balance of such
Uncertificated Middle-Tier II Interest is reduced to zero; provided,
however, that the Class MRII-P Interest shall not be reduced until the
Distribution Date immediately following the expiration of the latest
Prepayment Charge or any Distribution Date thereafter, at which point such
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amount shall be distributed to the Class MRII-P Interest, until $100 has
been distributed pursuant to this clause;
(2) to the Middle-Tier II Corresponding Marker Interests, 1.00% of
such remainder, in the same proportion as principal payments are allocated
to the Corresponding Classes, until the Uncertificated Balances of such
Uncertificated Middle-Tier II Interests are reduced to zero; then to the
Class MRII-ZZ Interest, 1.00% of such remainder, until the Uncertificated
Balance of such Uncertificated Middle-Tier II Interest is reduced to zero;
(3) any remaining amount to the Holder of the Class 1-A-R
Certificate (in respect of the Class II-MR Interest);
provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Release Amount shall be allocated
to (i) the Class MRII-AA Interest and the Class MRII-P Interest and (ii) the
Class MRII-ZZ Interest, respectively; provided that the Class MRII-P Interest
shall not be reduced until the Distribution Date immediately following the
expiration of the latest Prepayment Charge or any Distribution Date thereafter,
at which point such amount shall be distributed to the Class MRII-P Interest,
until $100 has been distributed pursuant to this clause.
(iii) On each Distribution Date, all amounts representing
Prepayment Charges in respect of the Group T2 Mortgage Loans
distributed to the Class LRIIB-62-B Interest will be distributed to
Holders of the Class MRII-P Interest. Such amount shall not reduce the
Uncertificated Balance of the Class MRII-P Interest.
(k) Distributions on the Upper-Tier II Interests. On each Distribution
Date, 100% of the amounts deemed distributed on the Class MRII-IO1 Interest
shall be deemed distributed by the Upper-Tier II REMIC in respect of the Class
Swap-IO1 Interest and 100% of the amounts deemed distributed on the Class
MRII-IO2 Interest shall be deemed distributed by the Upper-Tier II REMIC in
respect of the Class Swap-IO2 Interest. Such amounts shall be deemed distributed
by the Upper-Tier II REMIC to the Supplemental Interest Trust for deposit into
the Swap Account. On each Distribution Date, all amounts representing Prepayment
Charges deemed distributed on the Class MRII-P Interest shall be deemed
distributed by the Upper-Tier II REMIC in respect of the Class P Upper-Tier II
Interest. Such amount shall not reduce the Uncertificated Balance of the Class P
Upper-Tier II Interest. Other amounts deemed distributed by the Middle-Tier II
REMIC to the Upper-Tier II REMIC shall be deemed distributed with respect to
Upper-Tier II Interests (other than any Swap IO Regular Interests) so as to (i)
pay the Uncertificated Accrued Interest on such Upper-Tier II Interest plus any
amounts in respect thereof remaining unpaid from previous Distribution Dates and
(ii) reduce the Uncertificated Balance or Notional Amount of each such
Upper-Tier II Interest to the extent necessary so that it equals the Class
Certificate Balance or Notional Amount of the Corresponding Class of
Certificates. Any remaining amounts will be deemed distributed with respect to
the II-UR Interest.
(l) Allocation of Losses on the Uncertificated Lower-Tier II Interests, the
Uncertificated Middle-Tier II Interests and the Upper-Tier II Interests.
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(i) The Securities Administrator shall be deemed to cause the
following allocation of losses:
(a) For purposes of calculating the amount of Uncertificated
Accrued Interest for the Uncertificated Lower-Tier II Interests, the
aggregate amount of any Relief Act Reductions incurred in respect of
the Group T2 Mortgage Loans shall be allocated first, to the Class
LRII-I Interest and to the Uncertificated Lower-Tier II Interests
ending with the designation "B," pro rata based on, and to the extent
of, one month's interest at the then applicable respective
Uncertificated Lower-Tier II REMIC Pass-Through Rates on the
respective Uncertificated Balances of each such Uncertificated
Lower-Tier II Interest, and then, to Uncertificated Lower-Tier II
Interests ending with the designation "A," pro rata based on, and to
the extent of, one month's interest at the then applicable respective
Uncertificated Lower-Tier II REMIC Pass-Through Rates on the
respective Uncertificated Balances of each such Uncertificated
Lower-Tier II Interest.
(b) For purposes of calculating the amount of Uncertificated
Accrued Interest for the Uncertificated Middle-Tier II Interests, the
aggregate amount of any Relief Act Reductions incurred in respect of
the Group T2 Mortgage Loans for any Distribution Date shall be
allocated first, to Uncertificated Accrued Interest payable to (i) the
Class MRII-AA Interest and the Class MRII-P Interest and (ii) the
Class MRII-ZZ Interest up to an aggregate amount equal to the
Middle-Tier II REMIC Interest Loss Allocation Amount, 98% and 2%,
respectively, and thereafter among the Class MRII-AA Interest, the
Middle-Tier II Corresponding Marker Interests and the Class MRII-ZZ
Interest, pro rata based on, and to the extent of, one month's
interest at the then applicable respective Uncertificated Middle-Tier
II REMIC Pass-Through Rate on the respective Uncertificated Balance of
each such Uncertificated Middle-Tier II Interest;
(c) The aggregate amount of any Relief Act Reductions incurred in
respect of the Group T2 Mortgage Loans for any Distribution Date shall
be allocated to the Upper-Tier II Interests (other than any Swap IO
Regular Interests) pro rata based on, and to the extent of, the
Uncertificated Accrued Interest for such Upper-Tier II Interest for
such Distribution Date.
(ii) (a) All Realized Losses on the Group T2 Mortgage Loans shall be
allocated on each Distribution Date first, to the Class LRII-I Interest
until the Uncertificated Balance of such Uncertificated Lower-Tier II
Interest has been reduced to zero and second, pro rata (a) to the Class
LRIIA-1-A through the Class LRIIA-2-B Interests, the Class LRIIA-4-A
through the Class LRIIA-4-B Interests, the Class LRIIA-6-A through the
Class LRIIA-36-B Interests, the Class LRIIA-40-A through the Class
LRIIA-62-B Interests and (b) the Class LRIIB-1-A through the Class
LRIIB-24-B Interest and the Class LRIIB-28-A through the Class LRIIB-62-B
Interests, starting with the lowest numerical denomination in each of the
preceding clauses (a) and (b) until the Uncertificated Balance of such
Uncertificated Lower-Tier II Interest has been reduced to zero, provided
that, within each of the Class LRIIA-1-A through the Class LRIIA-2-B
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Interests, the Class LRIIA-4-A through the Class LRIIA-4-B Interests, the
Class LRIIA-6-A through the Class LRIIA-36-B Interests, the Class
LRIIA-40-A through the Class LRIIA-62-B Interests, the Class LRIIB-1-A
through the Class LRIIB-24-B Interest and the Class LRIIB-28-A through the
Class LRIIB-62-B Interests, with the same numerical denomination, such
Realized Losses shall be allocated pro rata between such Uncertificated
Lower-Tier II Interests.
(b) All Realized Losses on the Group T2 Mortgage Loans shall be
allocated by the Securities Administrator on each Distribution Date to
the following Uncertificated Middle-Tier II Interests in the specified
percentages, as follows: first, to Uncertificated Accrued Interest
payable to (i) the Class MRII-AA Interest and the Class MRII-P
Interest and (ii) the Class MRII-ZZ Interest up to an aggregate amount
equal to the Middle-Tier II REMIC Interest Loss Allocation Amount, 98%
and 2%, respectively; second, to the Uncertificated Balances of the
Class MRII-AA Interest and the Class MRII-ZZ Interest up to an
aggregate amount equal to the Middle-Tier II REMIC Principal Loss
Allocation Amount, 98% and 2%, respectively; third, to the
Uncertificated Balances of the Class MRII-AA Interest, the Class
MRII-M5 Interest and the Class MRII-ZZ Interest, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of the Class MRII-M5
Interest has been reduced to zero; fourth, to the Uncertificated
Balances of the Class MRII-AA Interest, the Class MRII-M4 Interest and
the Class MRII-ZZ Interest, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of the Class MRII-M4 Interest has been reduced
to zero; fifth, to the Uncertificated Balances of the Class MRII-AA
Interest, the Class MRII-M3 Interest and the Class MRII-ZZ Interest,
98%, 1% and 1%, respectively, until the Uncertificated Balance of the
Class MRII-M3 Interest has been reduced to zero; sixth, to the
Uncertificated Balances of the Class MRII-AA Interest, the Class
MRII-M2 Interest and the Class MRII-ZZ Interest, 98%, 1% and 1%,
respectively, until the Uncertificated Balances of the Class MRII-M2
Interest has been reduced to zero; seventh, to the Uncertificated
Balances of the Class MRII-AA Interest, the Class MRII-M1 Interest and
the Class MRII-ZZ Interest, 98%, 1% and 1%, respectively, until the
Uncertificated Balances of the Class MRII-M1 Interest has been reduced
to zero; and eighth, concurrently, (I) up to the amount of any Senior
Applied Realized Loss Amount for the Class T-A-1A Certificates, to the
Uncertificated Balances of the Class MRII-AA Interest, the Class
MRII-A1A Interest and the Class MRII-ZZ Interest, 98%, 1% and 1%,
respectively, until the MRII-A1A Interest is reduced to zero; (II) up
to the amount of any Senior Applied Realized Loss Amount for the Class
T-A-1B Certificates, to the Uncertificated Balances of the Class
MRII-AA Interest, the Class MRII-A1B Interest and the Class MRII-ZZ
Interest, 98%, 1% and 1%, respectively, until the MRII-A1B Interest is
reduced to zero; (III) up to the amount of any Senior Applied Realized
Loss Amount for the Class T-A-2 Certificates, to the Uncertificated
Balances of the Class MRII-AA Interest, the Class MRII-A2 Interest and
the Class MRII-ZZ Interest, 98%, 1% and 1%, respectively, until the
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MRII-A2 Interest is reduced to zero; (IV) up to the amount of any
Senior Applied Realized Loss Amount for the Class T-A-3 Certificates,
to the Uncertificated Balances of the Class MRII-AA Interest, the
Class MRII-A3A Interest and the Class MRII-ZZ Interest, 98%, 1% and
1%, respectively, until the Class MRII-A3A Interest is reduced to
zero, (V) up to the amount of any Senior Applied Realized Loss Amount
for the Class T-A-4 Certificates, to the Uncertificated Balances of
the Class MRII-AA Interest, the Class MRII-A4 Interest and the Class
MRII-ZZ Interest, 98%, 1% and 1%, respectively, until the Class
MRII-A4 Interest is reduced to zero; (VI) up to the amount of any
Senior Applied Realized Loss Amount for the Class T-A-5 Certificates,
to the Uncertificated Balances of the Class MRII-AA Interest, the
Class MRII-A5 Interest and the Class MRII-ZZ Interest, 98%, 1% and 1%,
respectively, until the Class MRII-A5 Interest is reduced to zero;
(VII) up to the amount of any Senior Applied Realized Loss Amount for
the Class T-A-6 Certificates, to the Uncertificated Balances of the
Class MRII-AA Interest, the Class MRII-A6 Interest and the Class
MRII-ZZ Interest, 98%, 1% and 1%, respectively, until the Class
MRII-A6 Interest is reduced to zero; (VIII) up to the amount of any
Senior Applied Realized Loss Amount for the Class T-A-7 Certificates,
to the Uncertificated Balances of the Class MRII-AA Interest, the
Class MRII-A7 Interest and the Class MRII-ZZ Interest, 98%, 1% and 1%,
respectively, until the Class MRII-A7 Interest is reduced to zero; and
up to the amount of any Senior Applied Realized Loss Amount for the
Class T-A-P1 Certificates, to the Uncertificated Balances of the Class
MRII-AA Interest, the Class MRII-AP1 Interest and the Class MRII-ZZ
Interest, 98%, 1% and 1%, respectively, until the Class MRII-AP1
Interest is reduced to zero; and (X) up to the amount of any Senior
Applied Realized Loss Amount for the Class T-A-P2 Certificates, to the
Uncertificated Balances of the Class MRII-AA Interest, the Class
MRII-AP2 Interest and the Class MRII-ZZ Interest, 98%, 1% and 1%,
respectively, until the Class MRII-AP2 Interest is reduced to zero;
provided, however, notwithstanding the foregoing, for so long as
the Class T-A-6 Certificates are outstanding, amounts equal to Senior
Applied Realized Loss Amounts for the Class T-A-5 and Class T-A-7
Certificates, up to a cumulative Applied Realized Loss Amount of
$330,000 with respect to the Class T-A-7 Certificates, will not be
allocated to the Corresponding Uncertificated Middle-Tier II Regular
Interests, but instead will be allocated to the Class MRII-A6 Interest
in the manner provided in (VII) above; provided, further,
notwithstanding the foregoing, for so long as the Class T-A-P2
Certificates are outstanding, amounts equal to the Senior Applied
Realized Loss Amounts for the Class T-A-P1 Certificates will not be
allocated to the Corresponding Uncertificated Middle-Tier II Regular
Interests, but instead will be allocated to the Class MRII-AP2
Interest in the manner provided in (X) above;
(c) All Realized Losses on the Group T2 Mortgage Loans shall be
allocated by the Securities Administrator on each Distribution Date to
the Upper-Tier II Interests such that the Uncertificated Balance or
Notional Amount of each such Upper-Tier II Interest equals the Class
Certificate Balance or Notional Amount of the corresponding Class of
Certificates.
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(m) Notwithstanding anything to the contrary contained herein, the above
distributions in Sections 5.03(h) through (l) (other than on the Certificates)
are deemed distributions, and distributions of funds from the Certificate
Account shall be made only in accordance with Sections 5.03(a) through (g)
hereof.
Section 5.04 Allocation of Losses.
(a) No later than five (5) Business Days prior to the related Distribution
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) with
respect to each Loan Group, the sum, with respect to each Shifting Interest
Mortgage Loan contributing to, or in, such Loan Group, of the Applicable
Percentage of the amount of Realized Losses on such Mortgage Loan. Based on such
information, the Securities Administrator shall determine the total amount of
Realized Losses on the Mortgage Loans allocable to each Loan Group with respect
to the related Distribution Date. Realized Losses shall be allocated to the
Certificates by a reduction in the Class Certificate Balances of the designated
Classes (i) in the case of the Shifting Interest Certificates, pursuant to the
operation of Section 5.04(b)(i) and (ii) in the case of the Overcollateralized
Certificates, pursuant to the operation of Section 5.04(c).
(b) Allocation of Losses on the Shifting Interest Certificates.
(i) The Class Certificate Balance of the Class 1-PO Certificates shall
be reduced on each Distribution Date by the amount, if any, by which the
Class Certificate Balance of the Class 1-PO Certificates (after giving
effect to the amount to be distributed as a distribution of principal on
such Distribution Date) exceeds the Adjusted Pool Amount (PO Portion) for
Loan Group 1 for such Distribution Date and the Component Balance of the PO
Component of each Group, if any, shall be reduced on each Distribution Date
by the amount, if any, by which the Component Balance of such PO Component
(after giving effect to the amount to be distributed as a distribution of
principal on such Distribution Date) exceeds the Adjusted Pool Amount (PO
Portion) for the Related Loan Group for such Distribution Date.
The Class Certificate Balance of the Class of Class N-M or Class N-B
Certificates then outstanding with the lowest payment priority shall be
reduced or increased on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of all
outstanding Classes of Senior Non-PO Shifting Interest Certificates of the
Group N and Class N-M and Class N-B Certificates (after giving effect to
the amount to be distributed as distributions of principal and the
allocation of PO Deferred Amounts on such Distribution Date) equals the
aggregate Adjusted Pool Amount (Non-PO Portion) for Loan Group N for such
Distribution Date.
The Class Certificate Balance of the Class of Class S-B Certificates
then outstanding with the lowest payment priority shall be reduced or
increased on each Distribution Date by the amount, if any, necessary such
that the aggregate of the Class Certificate Balances of all outstanding
Classes of Senior Non-PO Shifting Interest Certificates of Group S and
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Class S-B Certificates (after giving effect to the amount to be distributed
as distributions of principal and the allocation of PO Deferred Amounts on
such Distribution Date) equals the aggregate Adjusted Pool Amount (Non-PO
Portion) for Loan Group S for such Distribution Date.
After the Senior Credit Support Depletion Date for the Group N, the
sum of the aggregate Class Certificate Balances of all classes of Senior
Non-PO Shifting Interest Certificates of a Group in Group N 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
classes of Senior Non-PO Shifting Interest Certificates (after giving
effect to the amount to be distributed as distributions of principal on
such Distribution Date) in such Group equals the Adjusted Pool Amount
(Non-PO Portion) for the Related Loan Group for such Distribution Date.
After the Senior Credit Support Depletion Date for the Group S, the
sum of the aggregate Class Certificate Balances of all classes of Senior
Non-PO Shifting Interest Certificates of a Group in Group S 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
classes of Senior Non-PO Shifting Interest Certificates (after giving
effect to the amount to be distributed as distributions of principal on
such Distribution Date) in such Group equals the Adjusted Pool Amount
(Non-PO Portion) for the Related Loan Group for such Distribution Date.
Any such reduction or increase shall be allocated among the Senior
Non-PO Certificates, based on their Class Certificate Balances immediately
prior to such Distribution Date or, in the case of the Class 1-A-11 or
Class 1-A-12 Certificates, the respective Initial Class Certificate
Balance, if lower, until the Class Certificate Balances thereof have been
reduced to zero.
(ii) Any reduction or increase in the Class Certificate Balance of a
Class of Certificates or Component Balance pursuant to Section 5.04(b)(i)
above shall be allocated among the Certificates of such Class in proportion
to their respective Percentage Interests.
(iii) The calculation of the amount to be distributed as principal to
the Class N-M and Class N-B or Class S-B Certificates with respect to a
Distribution Date (the "Calculated Principal Distribution") shall be made
prior to the allocation of any Realized Losses with respect to the related
Shifting Interest Mortgage Loans for such Distribution Date; provided,
however, the actual payment of principal to the Class N-M and Class N-B or
Class S-B Certificates shall be made subsequent to the allocation of
Realized Losses with respect to the related Shifting Interest Mortgage
Loans for such Distribution Date. In the event that after the allocation of
Realized Losses with respect to the Shifting Interest Mortgage Loans in
Loan Group N or Loan Group S for a Distribution Date, the Calculated
Principal Distribution for a Class of Class N-M and Class N-B or Class S-B
Certificates, as applicable, is greater than the Class Certificate Balance
of such Class, the excess shall be distributed (i) first, sequentially, to
the Class N-M and Class N-B or Class S-B Certificates, as applicable, then
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outstanding (beginning with the Class of Class N-M and Class N-B or Class
S-B Certificates, as applicable, then outstanding with the highest payment
priority) until the respective Class Certificate Balance of each such Class
is reduced to zero and (ii) then to (x) the Senior Non-PO Shifting Interest
Certificates of the Group N, pro rata, on the basis of their respective
Class Certificate Balances (in the case of the Class N-M and Class N-B
Certificates) or (y) the the Senior Non-PO Shifting Interest Certificates
of the Group S, pro rata, on the basis of the their respective Class
Certificate Balances (in the case of the Class N-M and Class N-B
Certificates).
(iv) After the Senior Credit Support Depletion Date for Group N:
(A) On any Distribution Date on which the Class 1-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance
of the Class 1-A-2 Certificates will be reduced by the Class 1-A-2
Loss Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Class Certificate Balance of the Class 1-A-1 Certificates will not be
reduced by the Class 1-A-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 1-A-1 Loss
Amount exceeds the Class Certificate Balance of the Class 1-A-2
Certificates prior to any reduction for the Class 1-A-2 Loss
Allocation Amount, such excess will be distributed in reduction of the
Class Certificate Balance of the Class 1-A-1 Certificates. Any
increase in the Class Certificate Balance allocated to the Class 1-A-1
Certificates pursuant to Section 5.04(b)(i) will instead increase the
Class Certificate Balance of the Class 1-A-2 Certificates.
(B) On any Distribution Date on which the Class 2-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance
of the Class 2-A-2 Certificates will be reduced by the Class 2-A-2
Loss Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Class Certificate Balance of the Class 2-A-10 Certificates will not be
reduced by the Class 2-A-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 2-A-10 Loss
Amount exceeds the Class Certificate Balance of the Class 2-A-2
Certificates prior to any reduction for the Class 2-A-2 Loss
Allocation Amount, such excess will be distributed in reduction of the
Class Certificate Balance of the Class 2-A-10 Certificates. Any
increase in the Class Certificate Balance allocated to the Class
2-A-10 Certificates pursuant to Section 5.04(b)(i) will instead
increase the Class Certificate Balance of the Class 2-A-2
Certificates.
(C) On any Distribution Date on which the Class 2-A-5 Loss
Allocation Amount is greater than zero, the Class Certificate Balance
of the Class 2-A-5 Certificates will be reduced by the Class 2-A-5
Loss Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Class Certificate Balance of the Class 2-A-3 Certificates will not be
reduced by the Class 2-A-5 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 2-A-3 Loss
Amount exceeds the Class Certificate Balance of the Class 2-A-5
Certificates prior to any reduction for the Class 2-A-5 Loss
Allocation Amount, such excess will be distributed in reduction of the
Class Certificate Balance of the Class 2-A-3 Certificates. Any
increase in the Class Certificate Balance allocated to the Class 2-A-3
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Certificates pursuant to Section 5.04(b)(i) will instead increase the
Class Certificate Balance of the Class 2-A-5 Certificates.
(D) On any Distribution Date on which the Class 2-A-8 Loss
Allocation Amount is greater than zero, the Class Certificate Balance
of the Class 2-A-8 Certificates will be reduced by the Class 2-A-8
Loss Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Class Certificate Balance of the Class 2-A-7 Certificates will not be
reduced by the Class 2-A-8 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 2-A-7 Loss
Amount exceeds the Class Certificate Balance of the Class 2-A-8
Certificates prior to any reduction for the Class 2-A-8 Loss
Allocation Amount, such excess will be distributed in reduction of the
Class Certificate Balance of the Class 2-A-7 Certificates. Any
increase in the Class Certificate Balance allocated to the Class 2-A-7
Certificates pursuant to Section 5.04(b)(i) will instead increase the
Class Certificate Balance of the Class 2-A-8 Certificates.
(E) 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 will be reduced by the Class 3-A-2
Loss Allocation Amount and, notwithstanding Section 5.04(b)(i), the
Class Certificate Balance of the Class 3-A-1 Certificates will not be
reduced by the Class 3-A-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 3-A-1 Loss
Amount exceeds the Class Certificate Balance of the Class 3-A-2
Certificates prior to any reduction for the Class 3-A-2 Loss
Allocation Amount, such excess will be distributed in reduction of the
Class Certificate Balance of the Class 3-A-1 Certificates. Any
increase in the Class Certificate Balance allocated to the Class 3-A-1
Certificates pursuant to Section 5.04(b)(i) will instead increase the
Class Certificate Balance of the Class 3-A-2 Certificates.
(v) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.04(b) will be allocated to each Uncertificated
Shifting Interest Lower-Tier Interest as described in Section 5.02 and to
each Uncertificated Shifting Interest Middle-Tier Interest in an amount
equal to the Realized Losses allocated to such Uncertificated Shifting
Interest Middle-Tier Interest's Corresponding Shifting Interest Upper-Tier
Class or Classes of Certificates.
(vi) Notwithstanding any other provision of this Section 5.04(b), no
Class Certificate Balance of a Class of Shifting Interest Certificates or
Component Balance of a Component will be increased on any Distribution Date
such that the Class Certificate Balance of such Class or Component Balance
of such Component exceeds its Initial Class Certificate Balance or Initial
Component Balance plus, in the case of the Class 1-A-11 and Class 1-A-12
Certificates, any Class 1-A-11 Accrual Distribution Amounts and Class
1-A-12 Accrual Distribution Amounts, respectively, previously added
thereto) less all distributions of principal previously distributed in
respect of such Class or Component on prior Distribution Dates (excluding
in the case of any Class of Class N-M, Clsss N-B or Class S-B Certificates,
any principal otherwise payable to such Class of Certificates but used to
pay any PO Deferred Amount).
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(c) Allocation of Losses on the Overcollateralized Certificates. Any
Subordinated Applied Realized Loss Amount for a Distribution Date will be
allocated sequentialy in reduction of the Class Certificate Balances of the
Class T-M-5, Class T-M-4, Class T-M-3, Class T-M-2 and Class T-M-1 Certificates,
in that order, until the respective Class Certificate Balances thereof are
reduced to zero.
After the Distribution Date on which the Class Certificate Balances of the
Class T-M-1 Certificates have been reduced to zero, each Senior Applied Realized
Loss Amount for a Distribution Date will be allocated in reduction of the Class
Certificate Balance of the related Class of Senior Overcollateralized
Certificates; provided, however, that (i) for so long as the Class T-A-6
Certificates are outstanding, the Senior Applied Realized Loss Amounts for the
Class T-A-5 and Class T-A-7 Certificates (up to a cumulative Applied Realized
Loss Amount of $330,000 with respect to the Class T-A-7 Certificates), will be
allocated to the Class T-A-6 Certificates in addition to the Senior Applied
Realized Loss Amount for the Class T-A-6 Certificates and (ii) for so long as
the Class T-A-P2 Certificates are outstanding, the Senior Applied Realized Loss
Amount for the Class T-A-P1 Certificates will be allocated to the Class T-A-P2
Certificates in addition to the Senior Applied Realized Loss Amount for the
Class T-A-P2 Certificates. Once the aggregate Senior Applied Realized Loss
Amount for the Class T-A-7 Certificates exceeds $330,000, any further Senior
Applied Realized Loss Amounts for such Class will be allocated in reduction of
the Class Certificate Balance of such Class, rather than the Class Certificate
Balance of the Class T-A-6 Certificates.
Notwithstanding any other provision of this Section 5.04(c), no Class
Certificate Balance of a Class of Overcollateralized Certificates will 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.
Section 5.05 Statements to Certificateholders.
(a) (i) 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
and with respect to subsections (W) and (X) below, after consultation with the
Depositor, the Securities Administrator shall determine the following
information with respect to the Shifting Interest Certificates and such
Distribution Date:
(A) the actual Distribution Date, the LIBOR Determination Date for the
applicable Floating Rate Certificates, the related Record Date and the
Interest Accrual Period for each Class of Shifting Interest Certificates
for such Distribution Date;
(B) the Pool Distribution Amount for each Shifting Interest Loan
Group;
(C) the amount of the Pool Distribution Amount for each Shifting
Interest Loan Group allocable to principal, separately identifying the
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aggregate amount of any Principal Prepayments, Liquidation Proceeds and
other components included therein;
(D) the amount of the Pool Distribution Amount for each Shifting
Interest Loan Group allocable to interest and for each Related Group, the
Class 1-A-11 Accrual Distribution Amount, the Class 1-A-12 Accrual
Distribution Amount, any Class Unpaid Interest Shortfall or Component
Unpaid Interest Shortfall included in such distribution and any remaining
Class Unpaid Interest Shortfall or Component Unpaid Interest Shortfall
after giving effect to such distribution;
(E) if the distribution to the Holders of such Class of Shifting
Interest Certificates is less than the full amount that would be
distributable to such Holders if there were sufficient funds available
therefor, the amount of the shortfall and the allocation thereof as between
principal and interest;
(F) the Class Certificate Balance of each Class of Shifting Interest
Certificates and the Component Balance of each Component before and after
giving effect to the distribution of principal on such Distribution Date;
(G) for each Loan Group, the Pool Principal Balance for the preceding
Distribution Date and the related Distribution Date;
(H) the Senior Percentage, the Senior Prepayment Percentage, the
Subordinate Percentage and the Subordinate Prepayment Percentage for each
Loan Group for such Distribution Date;
(I) the amount of the Administrative Fees paid to or retained by the
Servicers with respect to each Loan Group and such Distribution Date;
(J) the Pass-Through Rate for each such Class of Shifting Interest
Certificates and each Component with respect to such Distribution Date;
(K) the amount of Periodic Advances with respect to the Mortgage Loans
included in the distribution on such Distribution Date and the aggregate
amount of Periodic Advances outstanding with respect to the Mortgage Loans
as of the close of business on the Determination Date immediately preceding
such Distribution Date;
(L) the number and aggregate principal amounts of the Shifting
Interest Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
foreclosure or bankruptcy) 31 to 60 days, 61 to 90 days and 91 or more
days, (B) in foreclosure, as of the close of business on the last day of
the calendar month preceding such Distribution Date and (C) in bankruptcy,
as of the close of business on the last day of the calendar month preceding
such Distribution Date;
(M) with respect to any Shifting Interest Mortgage Loans that became
REO Properties during the preceding calendar month, the aggregate number of
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such Mortgage Loans and the aggregate Stated Principal Balance of such
Mortgage Loans as of the close of business on the Determination Date
preceding such Distribution Date and the date of acquisition of the REO
Properties;
(N) for each Shifting Interest Loan Group, the total number and
principal balance of any REO Properties (and market value, if available) as
of the close of business on the Determination Date preceding such
Distribution Date;
(O) the aggregate amount of Realized Losses with respect to the
Shifting Interest Loan Group incurred during the preceding calendar month
and any PO Deferred Amounts for the Class 1-PO Certificates and each PO
Component for such Distribution Date;
(P) the Class 2-A-4 Notional Amount, the Class 3-A-3 Notional Amount,
the Class 3-IO Notional Amount, the Class 4-A-2 Notional Amount, the Class
S-IO Notional Amount, the Class 4-S-IO Notional Amount, the Class 5-S-IO
Notional Amount and the Class 8-S-IO Notional Amount for such Distribution
Date;
(Q) for each Shifting Interest Loan Group, the Reimbursement Amounts;
and
(R) for each Shifting Interest Loan Group, the amount of Recoveries,
the PO Recovery and the Non-PO Recovery;
(S) any expenses or indemnification amounts paid by the Trust, the
specific purpose of each payment and the parties to whom such payments were
made;
(T) any material modifications, extensions or waivers to Shifting
Interest Mortgage Loan terms, fees, penalties or payments since the
previous Distribution Date;
(U) for the Shifting Interest Mortgage Loans in each Loan Group, the
number and aggregate Stated Principal Balance, the weighted average
Mortgage Interest Rate, the weighted average remaining term, each as of the
close of business on the last day of the calendar month preceding such
Distribution Date;
(V) unless such information is otherwise set forth in the Form 10-D
relating to such Distribution Date and provided that the Securities
Administrator is reasonably able to include such information in the
statement, material breaches of Shifting Interest Mortgage Loan
representations and warranties of which the Securities Administrator has
knowledge or has received written notice;
(W) unless such information is otherwise set forth in the Form 10-D
relating to such Distribution Date and provided that the Securities
Administrator is reasonably able to include such information in the
statement, material breaches of any covenants under this Agreement of which
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the Securities Administrator has knowledge or has received written notice;
and
(X) the amount received, if any, under the Class 2-A-10 Interest Rate
Cap Agreement.
(ii) Prior to the Distribution Date in each month, based upon the
information provided to the Securities Administrator from the Master Servicer's
Certificate from the Master Servicer delivered to the Securities Administrator
pursuant to Section 4.01 and with respect to subsections (P) and (Q) below,
after consultation with the Depositor, the Securities Administrator shall
determine the following information with respect to the Overcollateralized
Certificates and such Distribution Date:
(A) the actual Distribution Date, the related Record Date, the LIBOR
Determination Date for the applicable Floating Rate Certificates and the
Interest Accrual Period for each Class of Overcollateralized Certificates
for such Distribution Date;
(B) if the distribution to the Holders of such Class of
Overcollateralized 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;
(C) the Class Certificate Balance of each Class of Overcollateralized
Certificates before and after giving effect to the distribution of
principal on such Distribution Date;
(D) the amount of the Administrative Fees paid to or retained by the
Servicers with respect to the Group T2 Mortgage Loans and such Distribution
Date;
(E) the Pass-Through Rate and Certificate Interest Rate for each such
Class of Overcollateralized Certificates with respect to such Distribution
Date;
(F) the amount of Periodic Advances with respect to the Mortgage Loans
included in the distribution on such Distribution Date and the aggregate
amount of Periodic Advances outstanding as of the close of business on the
Determination Date immediately preceding such Distribution Date;
(G) the number and aggregate principal amounts of Group T2 Mortgage
Loans (A) delinquent (exclusive of Group T2 Mortgage Loans in foreclosure
or bankruptcy) 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 or more
days, (B) in foreclosure, as of the close of business on the last day of
the calendar month preceding such Distribution Date and (C) in bankruptcy,
as of the close of business on the last day of the calendar month preceding
such Distribution Date;
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(H) with respect to any Group T2 Mortgage Loans that became REO
Properties during the preceding calendar month, the aggregate number of
such Group T2 Mortgage Loans and the aggregated Stated Principal Balance of
such Group T2 Mortgage Loans as of the close of business on the
Determination Date preceding such Distribution Date and the date of
acquisition of the REO Properties;
(I) the total number and principal balance (and market value, if
available) of any REO Properties with respect to Group T2 Mortgage Loans as
of the close of business on the Determination Date preceding such
Distribution Date;
(J) the aggregate amount of Realized Losses with respect to the Group
T2 Mortgage Loans and Applied Realized Loss Amounts incurred during the
related Collection Period separately identifying any reduction thereof due
to the allocations of Applied Realized Loss Amounts;
(K) for Loan Group T2, the Reimbursement Amount;
(L) for Loan Group T2, the amount of Recoveries;
(M) any expenses or indemnification amounts paid by the Trust, the
specific purpose of each payment and the parties to whom such payments were
made;
(N) any material modifications, extensions or waivers to Group T2
Mortgage Loan terms, fees, penalties or payments since the previous
Distribution Date;
(O) the number of Group T2 Mortgage Loans at the beginning and end of
the related Collection Period, the weighted average Mortgage Interest Rate
of the Mortgage Loans as of the last day of the related Collection Period
and the weighted average remaining term of such Mortgage Loans;
(P) unless such information is otherwise set forth in the Form 10-D
relating to such Distribution Date and provided that the Securities
Administrator is reasonably able to include such information in the
statement, material breaches of Group T2 Mortgage Loan representations and
warranties of which the Securities Administrator has knowledge or has
received written notice;
(Q) unless such information is otherwise set forth in the Form 10-D
relating to such Distribution Date and provided that the Securities
Administrator is reasonably able to include such information in the
statement, material breaches of any covenants under this Agreement of which
the Securities Administrator has knowledge or has received written notice;
(R) the Overcollateralized Accrued Certificate Interest in respect of
each Class of Overcollateralized Certificates for such Distribution Date
and any related Cap Carryover Amounts, and the respective portions thereof,
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if any, remaining unpaid following the distributions made in respect of
such Certificates on such Distribution Date;
(S) the Cap Carryover Amounts distributed on such Distribution Date,
the amounts remaining after giving effect to distributions thereof on such
Distribution Date, the amount of all Cap Carryover Amounts covered by
withdrawals from the Cap Carryover Reserve Account, the amount of all Cap
Carryover Amounts covered by withdrawals from the Class T-A-4 and Class
T-A-7 Reserve Account and the Swap Account on such Distribution Date;
(T) whether a Trigger Event has occurred and is continuing, and the
cumulative Realized Losses as a percentage of the Cut-off Date Pool
Principal Balance for Loan Group T2;
(U) the Overcollateralization Amount, the Overcollateralization
Release Amount, the Overcollateralization Deficiency and the Targeted
Overcollateralization Amount as of such Distribution Date and the Monthly
Excess Interest Amount and Monthly Excess Cashflow Amount for such
Distribution Date;
(V) the Principal Remittance Amount and the Interest Remittance
Amount;
(W) the Net Swap Payments for each Interest Rate Swap Agreement;
(X) the aggregate amount of Prepayment Charges collected or paid with
respect to the Group T2 Mortgage Loans during the related Prepayment Period
and the amounts thereof allocable to the Class P Certificates; and
(Y) the amount received under the Class T-A-4 and Class T-A-7 Interest
Rate Cap Agreement.
For all purposes of this Agreement, with respect to any Mortgage Loan,
delinquencies shall be determined and reported based on the so-called "MBA"
methodology for determining delinquencies on mortgage loans similar to the
Mortgage Loans. By way of example, a Mortgage Loan would be delinquent with
respect to a Monthly Payment due on a Due Date if such Monthly Payment is not
made by the close of business on the Mortgage Loan's next succeeding Due Date,
and a Mortgage Loan would be more than 30-days delinquent with respect to such
Monthly Payment if such Monthly Payment were not made by the close of business
on the Mortgage Loan's second succeeding Due Date.
(b) No later than each Distribution Date, the 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 single statement setting forth the information set forth in
Sections 5.05(a)(i) and (ii) (a "Monthly Statement").
On each Distribution Date, the Securities Administrator shall prepare and
furnish to each Financial Market Service, in electronic or such other format and
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media mutually agreed upon by the Securities Administrator, the Financial Market
Service and the Depositor, the information contained in the Master Servicer's
Certificate described in Section 4.01 for such Distribution Date.
The Securities Administrator will make the Monthly Statement to
Certificateholders (and, at its option, any additional files containing the same
or additional information in an alternative format) available each month to
Certificateholders, the NIMS Insurer 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 the NIMS Insurer and each Person who
at any time during the calendar year was the Holder of a Certificate, if
requested in writing by such Person, a statement containing the information set
forth in clauses (C) and (D) of Section 5.05(a)(i) and clauses (C) and (R) of
Section 5.05(a)(ii), 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 created hereunder, 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
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any adverse federal, state or local tax consequences associated with a change
subsequently required to be made in the Depositor's initial good faith
determinations of such fair market values (if subsequent determinations are
required pursuant to the REMIC Provisions) made from time to time.
Section 5.06 REMIC Tax Returns and Reports to Certificateholders.
(a) For federal income tax purposes, each REMIC created hereunder shall
have a taxable year ending on December 31st and shall maintain its books on the
accrual method of accounting.
(b) The Securities Administrator shall prepare or cause to be prepared,
shall execute or cause to be executed by such Person as is required by the Code,
Treasury Regulations or state or local tax laws, regulations or rules and shall
file or cause to be filed with the Internal Revenue Service and applicable state
or local tax authorities income tax and information returns for each taxable
year with respect to each REMIC created hereunder containing such information at
the times and in the manner as may be required by the Code, the Treasury
Regulations or state or local tax laws, regulations, or rules, and shall furnish
or cause to be furnished to each REMIC created hereunder and the
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby. The Master Servicer shall provide on a
timely basis to the Securities Administrator or its designee such information
with respect to the assets of the Trust Estate as is in its possession and
reasonably required by the Securities Administrator to enable it to perform its
obligations under this Article V. Within 30 days of the Closing Date, the
Securities Administrator shall obtain for each REMIC created hereunder a
taxpayer identification number on Form SS-4 and any similarly required state or
local forms or as otherwise permitted by the Internal Revenue Service, and shall
furnish or cause to be furnished to the Internal Revenue Service, on Form 8811
and any similarly required state or local forms or as otherwise required by the
Code or the Treasury Regulations, the name, title, address and telephone number
of the person that Holders of the Certificates may contact for tax information
relating thereto, together with such additional information at the time or times
and in the manner required by the Code or the Treasury Regulations. Such
federal, state, or local income tax and information returns shall be signed by
the Trustee, or such other Person as may be required to sign such returns by the
Code, the Treasury Regulations or state or local tax laws, regulations, or
rules.
(c) In the first federal income tax return (and any similar required state
or local income tax returns) of each REMIC created hereunder for its short
taxable year ending December 31, 2007, REMIC status shall be elected for such
taxable year and all succeeding taxable years.
(d) The Securities Administrator will maintain or cause to be maintained
such records relating to each REMIC created hereunder, including but not limited
to records relating to the income, expenses, assets and liabilities of the Trust
Estate, and the initial fair market value and adjusted basis of the Trust Estate
property and assets determined at such intervals as may be required by the Code
or the Treasury Regulations, as may be necessary to prepare the foregoing
returns, schedules, statements or information.
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Section 5.07 Tax Matters Person.
The Tax Matters Person shall have the same duties with respect to the
applicable REMIC as those of a "tax matters partner" under Subchapter C of
Chapter 63 of Subtitle F of the Code. The Holder of the Class 1-A-R Certificate
is hereby designated as the Tax Matters Person for the Shifting Interest
Upper-Tier REMIC, the Shifting Interest Middle-Tier REMIC, the Shifting Interest
Lower-Tier REMIC, the Upper-Tier II REMIC, the Middle-Tier II REMIC and the
Lower-Tier II REMIC. 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 Shifting Interest Upper-Tier
REMIC, the Shifting Interest Middle-Tier REMIC, the Shifting Interest Lower-Tier
REMIC, the Upper-Tier II REMIC, the Middle-Tier II REMIC and the Lower-Tier II
REMIC.
Section 5.08 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 5.09 REMIC and Grantor Trust 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 each grantor trust created hereunder as a "grantor
trust" within the meaning of the Code and related regulations and avoid the
imposition of tax on any REMIC or grantor trust created hereunder. In
particular:
(a) Neither the Securities Administrator nor the Trustee shall create, or
permit the creation of, any "interests" in any REMIC created hereunder within
the meaning of Code Section 860D(a)(2) other than the interests represented by
the Residual Certificate, the Upper-Tier II Regular Interests, the
Uncertificated Middle-Tier II Interests, the Uncetificated Lower-Tier II Regular
Interest, the Shifting Interest Upper-Tier Regular Interest, the Uncertificated
Shifting Interest Middle-Tier Interests and the Uncertificated Shifting Interest
Lower-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
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constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed, or deemed contributed, to any REMIC created hereunder after the
start-up day unless such contribution would not subject the Trust Estate to the
100% tax on contributions to a REMIC created hereunder after the start-up day of
such REMIC imposed by Code Section 860G(d).
(c) Neither the Securities Administrator, on behalf of the Trust Estate or
the Trustee, nor the Trustee shall accept on behalf of any REMIC created
hereunder 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 Trust Estate or
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 or 2.04),
unless such sale is pursuant to a "qualified liquidation" of the applicable
REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with Article X.
(e) The Securities Administrator shall maintain books with respect to the
Trust and each REMIC created hereunder on a calendar year taxable year basis and
on an accrual basis.
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 applicable 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. None of the
Master Servicer, the Securities Administrator, the Trustee or any Servicer
shall, unless the Mortgagor is in default with respect to the Mortgage Loan or
such default is, in the judgment of the Servicer, reasonably foreseeable, permit
any modification with respect to any Mortgage Loan that would (i) change the
Mortgage Interest Rate, defer or forgive the payment thereof of any principal or
interest payments, reduce the Stated Principal Balance (except for actual
payments of principal) or extend the final maturity date with respect to such
Mortgage Loan, (ii) affect adversely the status of any REMIC as a REMIC or (iii)
cause any REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions. Further, none of the Master
Servicer, the Securities Administrator, the Trustee or any Servicer shall permit
any modification with respect to any Mortgage Loan that would both (x) effect an
exchange or reissuance of such Mortgage Loan under Section 1.860G 2(b) of the
Treasury regulations and (y) cause any REMIC constituting part of the Trust
Estate to fail to qualify as a REMIC under the Code or the imposition of any tax
on "prohibited transactions" or "contributions" after the Start-up Day under the
REMIC Provisions.
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Section 5.10 Determination of One-Month LIBOR.
On each LIBOR Determination Date for a Class of Floating Rate Certificates
(other than the Class 2-A-10 Certificates), the Securities Administrator shall
determine One-Month LIBOR for the applicable Distribution Date on the basis of
the British Bankers' Association ("BBA") "Interest Settlement Rate" for
one-month deposits in U.S. Dollars as found on Reuters Screen LIBOR01 as of
11:00 A.M. London time on such LIBOR Determination Date. As used herein,
"Reuters Screen LIBOR01" means the display page designated on the Reuters
Monitor Money Rates Service (or such other screen as may replace that screen on
that service for the purpose of displaying comparable rates or prices).
If on any LIBOR Determination Date for a Class of Floating Rate
Certificates (other than the Class 2-A-10 Certificates), the Securities
Administrator is unable to determine One-Month LIBOR on the basis of the method
set forth in the preceding paragraph, One-Month LIBOR for the applicable
Distribution Date will be whichever is higher of (x) One-Month LIBOR as
determined on the previous LIBOR Determination Date for such Class of Floating
Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will
be the rate per annum which the 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 LIBOR Determination Date, to the principal London offices of at
least two leading banks in the London interbank market or (B) in the event that
the 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 LIBOR Determination Date to leading
European banks.
If on any LIBOR Determination Date for a Class of Floating Rate
Certificates (other than the Class 2-A-10 Certificates), the Securities
Administrator is required but is unable to determine the Reserve Interest Rate
in the manner provided in the preceding paragraph, One-Month LIBOR for the
applicable Distribution Date will be One-Month LIBOR as determined on the
previous LIBOR Determination Date for such Class of Floating Rate Certificates,
or, in the case of the first LIBOR Determination Date for which the Securities
Administrator is required to determine One-Month LIBOR, 5.320%.
The establishment of One-Month LIBOR by the Securities Administrator and
the Securities Administrator's subsequent calculation of the rates of interest
applicable to each of the Floating Rate Certificates in the absence of manifest
error, will be final and binding. After a LIBOR Determination Date, the
Securities Administrator shall provide the Pass-Through Rates and Certificate
Interest Rates of the Floating Rate Certificates for the related Distribution
Date to Beneficial Owners or Holders of Floating Rate Certificates who place a
telephone call to the Securities Administrator at (000) 000-0000 and make a
request therefor.
Section 5.11 Master Servicer, Securities Administrator and Trustee
Indemnification.
(a) In the event that any REMIC created hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Trustee of its
duties and obligations set forth herein or (ii) any state, local or franchise
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taxes imposed upon the Trust Estate as a result of the location of the Trustee
or any co-trustee, the Trustee shall indemnify the Trust Estate against any and
all losses, claims, damages, liabilities or expenses ("Losses") resulting from
such negligence, including, without limitation, any reasonable attorneys' fees
imposed on or incurred as a result of a breach of the Trustee's or any
co-trustee's covenants.
(b) In the event that any REMIC created hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Master Servicer of
its duties and obligations set forth herein or (ii) any state, local or
franchise taxes imposed upon the Trust Estate as a result of the location of the
Master Servicer, the Master Servicer shall indemnify the Trust Estate against
any and all Losses resulting from such negligence, including, without
limitation, any reasonable attorneys' fees imposed on or incurred as a result of
a breach of the Master Servicer's covenants.
(c) In the event that any REMIC created hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Securities
Administrator of its duties and obligations set forth herein or (ii) any state,
local or franchise taxes imposed upon the Trust Estate as a result of the
location of the Securities Administrator, the Securities Administrator shall
indemnify the Trust Estate against any and all Losses resulting from such
negligence, including, without limitation, any reasonable attorneys' fees
imposed on or incurred as a result of a breach of the Securities Administrator's
covenants.
Section 5.12 Grantor Trust Administration.
(a) The Trustee and the Securities Administrator shall treat the portions
of the Trust consisting of the Cap Carryover Reseve Account and the Supplemental
Interest Trust and rights and obligations with respect thereto as the Class CE
Grantor Trust, and the portions of the Trust consisting of the Class 2-A-10
Reserve Fund and Class 2-A-10 Interest Rate Cap Agreement and rights and
obligations with respect thereto as the Class 2-A-10 Grantor Trust, and
provisions of this Agreement shall be interpreted consistently with this
treatment.
(b) On each Distribution Date, the Securities Administrator shall be deemed
to deposit all distributions in respect of the Cap Carryover Reserve Account and
the Supplemental Interest Trust in the Class CE Grantor Trust, and shall
immediately distribute such amounts as provided in Section 5.03(c) and 5.03(d).
On each Distribution Date, the Securities Administrator shall be deemed to
deposit all distributions in respect of the Class 2-A-10 Reserve Fund in the
Class 2-A-10 Grantor Trust, and shall immediately distribute such amounts as
provided in Section 3.09(j).
(c) The Securities Administrator and the Trustee shall account for the
Class CE Grantor Trust and the Class 2-A-10 Grantor Trust and the respective
assets and rights with respect thereto as, for federal income tax purposes, two
separate grantor trusts as described in Subpart E of Part I of Subchapter J of
the Code and Treasury Regulation ss.301.7701-4(c)(2) and not as assets of any
REMIC created pursuant to this Agreement. The Securities Administrator shall
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apply for taxpayer identification numbers on IRS Form SS-4 and any similarly
required state or local forms for the Class CE Grantor Trust and the Class
2-A-10 Grantor Trust. The Securities Administrator shall furnish or cause to be
furnished to the Holders of the Class CE Certificates and Class 2-A-10
Certificates, respectively, and shall file or cause to be filed such forms as
may be required by the Code and regulations promulgated thereunder and any
similar state or local laws with respect to the allocable shares of income and
expenses with respect to the assets of the grantor trusts at the time and in the
manner required by the Code and regulations promulgated thereunder and any
similar state or local laws. The Securities Administrator shall sign any forms
required above.
(d) Each of the Class CE Grantor Trust and Class 2-A-10 Grantor Trust is a
WHFIT that is a NMWHFIT. The Securities Administrator will report as required
under the WHFIT Regulations to the extent such information as is reasonably
necessary to enable the Securities Administrator to do so, and is not in its
possession, is provided to the Securities Administrator on a timely basis. The
Securities Administrator shall assume that DTC is the only "middleman" (as such
term is defined in the WHFIT Regulations) with respect to the Book-Entry
Certificates. The Depositor shall pay for any tax reporting penalties that may
arise as a result of the Depositor incorrectly determining the status of a
grantor trust as a WHFIT.
(e) The Securities Administrator, in its discretion, will report required
WHFIT information using either the cash or accrual method, except to the extent
the WHFIT Regulations specifically require a different method. The Securities
Administrator will be under no obligation to determine whether any
Certificateholder or other beneficial owner of a Certificate uses the cash or
accrual method. The Securities Administrator will make available information as
required by the WHFIT Regulations to Certificateholders annually. In addition,
the Securities Administrator will not be responsible or liable for providing
subsequently amended, revised or updated information to any certificate holder,
unless requested by the Certificateholder.
(f) The Securities Administrator shall not be liable for failure to meet
the reporting requirements of the WHFIT Regulations nor for any penalties
thereunder if such failure is due to: (i) the lack of reasonably necessary
information being provided to the Securities Administrator, (ii) incomplete,
inaccurate or untimely information being provided to the Securities
Administrator or (iii) the inability of the Securities Administrator, after good
faith efforts, to alter its existing information reporting systems to capture
information necessary to fully comply with the WHFIT Regulations for the 2007
calendar year. Absent receipt of information regarding any sale of Certificates,
including the price, amount of proceeds and date of sale from the beneficial
owner thereof, the Depositor and the Securities Administrator may assume there
is no secondary market trading of WHFIT interests.
(g) To the extent required by the WHFIT Regulations, the Securities
Administrator will use reasonable efforts to publish on an appropriate website
the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs
so published will represent the Rule 144A CUSIPs. The Securities Administrator
will make reasonable good faith efforts to keep the website accurate and updated
to the extent CUSIPs have been received. The Securities Administrator will not
be liable for investor reporting delays that result from the receipt of
inaccurate or untimely CUSIP information.
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Section 5.13 [Reserved].
Section 5.14 Supplemental Interest Trust.
(a) A separate trust is hereby established (the "Supplemental Interest
Trust"), into which the Depositor shall deposit the Interest Rate Swap
Agreements and the Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement. The
Supplemental Interest Trust shall be maintained by the Supplemental Interest
Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust
Trustee shall establish and maintain a separate, segregated trust account to be
held in the Supplemental Interest Trust, titled, "Xxxxx Fargo Bank, N.A., as
Supplemental Interest Trust Trustee for U.S. Bank National Association, as
Trustee, in trust for registered holders of Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2007-4--Swap Account." Such account
shall be an Eligible Account and funds on deposit therein shall be held separate
and apart from, and shall not be commingled with, any other moneys, including,
without limitation, moneys of the Securities Administrator held pursuant to this
Agreement. Amounts therein shall be held uninvested.
(b) On each Distribution Date, prior to any distribution to any
Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap
Account the amount of any Net Swap Payments or Swap Termination Payment (other
than any Swap Termination Payment resulting from a Swap Provider Trigger Event
(as defined in each Interest Rate Swap Agreement)) owed to the Swap Providers
(after taking into account any upfront payment received from the counterparty to
a replacement interest rate swap agreement) from funds transferred from the
Trust that were collected and received with respect to the Mortgage Loans. For
federal income tax purposes, any amounts paid to the Swap Providers on each
Distribution Date shall first be deemed paid to the Supplemental Interest Trust
in respect of the Class Swap-IO1 Interest and the Class Swap-IO2 Interest to the
extent of the amount distributable on the Class Swap-IO1 Interest and the Class
Swap-IO2 Interest, on such Distribution Date, and any remaining amount shall be
deemed paid to the Supplemental Interest Trust for the benefit of the Swap
Providers in respect of a Class IO Distribution Amount (as defined below). Any
Swap Termination Payment triggered by a Swap Provider Trigger Event (as defined
in an Interest Rate Swap Agreement) owed to the Swap Providers pursuant to such
Interest Rate Swap Agreement will be subordinated to distributions to the
Holders of the Overcollateralized Certificates and shall be paid as set forth
under Section 5.03(c)(i) priority seventh.
(c) No later than the Closing Date, the Supplemental Interest Trust Trustee
shall establish and maintain a separate, segregated trust account to be held in
the Supplemental Interest Trust, titled, "Xxxxx Fargo Bank, N.A., as
Supplemental Interest Trust Trustee for U.S. Bank National Association, as
Trustee, in trust for registered holders of Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2007-4--Class T-A-4 and Class T-A-7
Reserve Fund." Such account shall be an Eligible Account and funds on deposit
therein shall be held separate and apart from, and shall not be commingled with,
any other moneys, including, without limitation, other moneys of the Securities
Administrator held pursuant to this Agreement. Amounts therein shall be held
uninvested. On each Distribution Date, the Supplemental Interest Trust Trustee
shall deposit into the Class T-A-4 and Class T-A-7 Reserve Fund the amount of
any payments received in respect of the Interest Rate Cap Agreements.
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(d) For federal income tax purposes, the Supplemental Interest Trust shall
be owned by the Class CE Grantor Trust as provided in Section 5.12. The
Supplemental Interest Trust constitutes an "outside reserve fund" within the
meaning of Treasury Regulation ss. 1.860G-2(h) and is not an asset of any REMIC
created hereunder.
(e) To the extent that the Supplemental Interest Trust is determined to be
a separate legal entity from the Supplemental Interest Trust Trustee, any
obligation of the Supplemental Interest Trust Trustee under the Interest Rate
Swap Agreements shall be deemed to be an obligation of the Supplemental Interest
Trust.
(f) The Securities Administrator and the Supplemental Interest Trust
Trustee shall treat the Holders of the Offered Overcollateralized Certificates
as having entered into a notional principal contract with respect to the Holders
of the Class CE Certificates. Pursuant to each such notional principal contract,
all Holders of Offered Overcollateralized Certificates shall be treated as
having agreed to pay, on each Distribution Date, to the Holder of the Class CE
Certificates an aggregate amount equal to the excess, if any, of (i) the amount
payable on such Distribution Date on the Upper-Tier II Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on such
Class of Certificates on such Distribution Date (such excess, a "Class IO
Distribution Amount"). A Class IO Distribution Amount payable from interest
collections shall be allocated pro rata among such Certificates based on the
excess of (a) the amount of interest otherwise payable to such Certificates over
(ii) the amount of interest payable to such Certificates at a per annum rate
equal to the Upper-Tier II REMIC Net WAC Cap, and a Class IO Distribution Amount
payable from principal collections shall be allocated to the most subordinate
Class of Overcollateralized Certificates with an outstanding Class Certificate
Balance to the extent of such balance. In addition, pursuant to such notional
principal contract, the Holder of the Class CE Certificates shall be treated as
having agreed to pay Cap Carryover Amounts to the Holders of the Offered
Overcollateralized Certificates in accordance with the terms of this Agreement.
Any payments to the Overcollateralized Certificates from amounts deemed received
in respect of this notional principal contract shall not be payments with
respect to a regular interest in a REMIC within the meaning of Code Section
860G(a)(1). However, any payment from the Offered Overcollateralized
Certificates of a Class IO Distribution Amount shall be treated for tax purposes
as having been received by the Holders of such Certificates in respect of the
corresponding Upper-Tier II Regular Interest and as having been paid by such
Holders to the Supplemental Interest Trust Trustee pursuant to the notional
principal contract. Thus, each Offered Overcollateralized Certificate shall be
treated as representing not only ownership of an Upper-Tier II Regular Interest,
but also ownership of an interest in, and obligations with respect to, a
notional principal contract.
Section 5.15 Tax Treatment of Swap Payments and Swap Termination Payments.
(a) For federal income tax purposes, each Holder of an Overcollateralized
Certificate is deemed to own an undivided beneficial ownership interest in an
Upper-Tier II Regular Interest and the right to receive payments in respect of
the Cap Carryover Amount or the obligation to make payments to the Supplemental
Interest Trust for deposit to the Swap Account. For federal income tax purposes,
the Supplemental Interest Trust Trustee will account for payments to each
Certificate as follows: each Offered Overcollateralized Certificate and will be
treated as receiving its entire payment from the corresponding Upper-Tier II
Regular Interest (regardless of any Swap Termination Payment or obligation under
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the Interest Rate Swap Agreements) and subsequently paying their portion of any
Swap Termination Payment (or shortfall in the Net Swap Payments) in respect of
each such Class' obligation under the Interest Rate Swap Agreements. In the
event that any such Class is resecuritized in a REMIC, the obligation under the
Interest Rate Swap Agreements to pay any such Swap Termination Payment (or any
shortfall in the Net Swap Payments), will be made by one or more of the REMIC
regular interests issued by the resecuritization REMIC subsequent to such REMIC
regular interest receiving its full payment from any such Offered
Overcollateralized Certificate. Resecuritization of any Overcollateralized
Certificate in a REMIC will be permissible only if the Securities Administrator
hereunder is the trustee in such resecuritization.
(b) The Upper-Tier II Regular Interest corresponding to an Offered
Overcollateralized Certificate will be entitled to receive interest and
principal payments at the times and in the amounts equal to those made on the
Certificate to which it corresponds, except that the maximum interest rate
payable on that Upper-Tier Interest will equal the Upper-Tier II REMIC Net WAC
Cap. As a result of the foregoing, the amount of distributions and taxable
income on the Upper-Tier II Regular Interest corresponding to a Certificate may
exceed the actual amount of distributions on the Offered Overcollateralized
Certificates.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates.
The Classes of Certificates shall be substantially in the forms attached
hereto as Exhibits A-1AR through A-TAP1, B-NM through B-P, 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 minimum denominations for the Class CE and
Class P Certificates shall be a 10% Percentage Interest in such Class. The
Offered Certificates (other than the Class 1-A-R Certificate) 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
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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 that
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
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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 such 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 (other than in connection with (i) the initial
transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor or, in the case of the Class 1-A-R Certificate, the first transfer by
an Affiliate of the Depositor, (ii) the transfer of any such Class CE or Class P
Certificate to the issuer under an Indenture or the indenture trustee under an
Indenture or (iii) a transfer of any such Class CE or Class P Certificate from
the issuer under an Indenture or the indenture trustee under an Indenture to the
Depositor or an Affiliate of the Depositor), (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, in the case of the Class
N-B-4, Class N-B-5, Class N-B-6, Class S-B-4, Class S-B-5 and Class S-B-6
Certificates only, 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 Sponsor, 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
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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. For purposes of clause (ii) of this Section 6.02(d) the
representations required in any transferor certificate (substantially in the
form of Exhibit G-1 hereto) and any investment letter (substantially in the form
of Exhibit G-2A hereto) shall be deemed to have made in connection with the
transfer of any Private Certificate that is a Book-Entry Certificate.
(e) No transfer of an ERISA Restricted Certificate (other than (i) a
transfer to the indenture trustee under an Indenture with respect to a related
NIM trust or (ii) a transfer from the indenture trustee under an Indenture with
respect to a related NIM trust to the Depositor or an Affiliate of the
Depositor) shall be made unless the transferee delivers to the Securities
Administrator either (i) a representation letter substantially in the form
attached hereto as 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 (other than the Class 1-A-R Certificate) presented
for registration in the name of an employee benefit plan or arrangement, subject
to Title I of ERISA or Section 4975 of the Code, or a Person acting on behalf of
or using assets of any such employee benefit plan or arrangement (collectively,
a "Plan") an Opinion of Counsel in form and substance satisfactory to the
Securities Administrator to the effect that the purchase or holding of such
ERISA Restricted Certificate will not constitute or result in a non-exempt
prohibited transaction within the meaning of Section 406 of ERISA or Section
4975 of the Code and will not subject the Trustee, the Depositor, 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 Depositor, 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 will 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 or Opinion of Counsel
acceptable in form and substance to the Depositor. Notwithstanding anything else
to the contrary herein, any purported transfer of an ERISA Restricted
Certificate to 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.
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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.
For so long as the Supplemental Interest Trust is in existence, each
beneficial owner of an Offered Overcollateralized Certificate or any interest
therein, shall be deemed to have represented, by virtue of its acquisition or
holding of such Certificate, or interest therein, that either (i) it is not a
Plan or (ii) (A) it is an accredited investor within the meaning of the
Underwriter's Exemption and (B) the acquisition and holding of such Certificate
or any interest therein and the separate right to receive payments from the
Supplemental Interest Trust are eligible for the exemptive relief available
under Department of Labor Prohibited Transaction Class Exemption ("PTCE") 84-14
(for transactions by independent "qualified professional asset managers"), PTCE
91-38 (for transactions by bank collective investment funds), XXXX 00-0 (for
transactions by insurance company pooled separate accounts), PTCE 95-60 (for
transactions by insurance company general accounts) or PTCE 96-23 (for
transactions effected by "in-house asset managers") or the prohibited
transaction statutory exemption set forth under section 408(b)(17) of ERISA (for
transactions with certain service providers).
(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 substantially in the form attached hereto as Exhibit I from the
proposed transferee and a certificate substantially in the form attached
hereto as Exhibit V.
(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.
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(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.
(g) 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.
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(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Certificate
Registrar or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (b) there is delivered to
the 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,
the NIMS Insurer or any agent of the Depositor, the Master Servicer, the
Trustee, the Securities Administrator, the NIMS Insurer 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 the 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
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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
Xxxxxx Xxx or Xxxxxxx Mac.
In connection with the succession to the Master Servicer under this
Agreement by any Person (i) into which the Master Servicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Master
Servicer, the Master Servicer shall notify the Depositor of such succession or
appointment and shall furnish to the Depositor and the Securities Administrator
in writing and in form and substance reasonably satisfactory to the Depositor
and the Securities Administrator, all information reasonably necessary for the
Securities Administrator to accurately and timely report, pursuant to Section
3.22(d), the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
such reports under the Exchange Act are required to be filed under the Exchange
Act).
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
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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 applicable 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 Trustee
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 Certificate 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 12:00 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
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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,
the NIMS Insurer or the Depositor, or to the Master Servicer, the Depositor, the
Securities Administrator, the NIMS Insurer 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; or
(e) failure by the Master Servicer to duly perform, within the required
time period, its obligations under Section 3.20, Section 3.21 or Section 3.22;
or
(f) failure by the Master Servicer to make a Periodic Advance required to
be made by it pursuant to Section 3.19 by 5:00 P.M. New York time on the
Business Day preceding the related Distribution Date.
then, (i) in the case of Event of Default described in clauses (a) through (e)
hereof, so long as such Event of Default is actually known by a Responsible
Officer of 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 and (ii) in the case of
an Event of Default described in clause (f) hereof, so long as such event is
known by a Responsible Officer of the Trustee, the Trustee shall be obligated to
make such Periodic Advance and then, so long as such Event of Default shall not
have been remedied by 5:00 P.M. New York time on the related Distribution Date
(including the reimbursement to the Trustee by the Master Servicer, with
interest thereon at the Prime Rate (as set forth in The Wall Street Journal),
for any Periodic Advance made), the Trustee may, by notice given in writing to
the Master Servicer and the Depositor, 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, unless and until such time as the Trustee shall appoint a successor Master
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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 (unless the predecessor Master Servicer is the Trustee, in which event
the previous Master Servicer shall be responsible for payment of such costs and
expenses so long as the transfer of servicing is not the result of an Event of
Default on the part of the Trustee in its capacity as 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
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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 master 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 the 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
Securities Administrator and the Securities Administrator shall give prompt
written notice thereof to the Certificateholders in accordance with Section
8.01.
Section 8.05 Trustee to Act; Appointment of Successor.
(a) 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, subject to Section 3.07, 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
3.19) 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 (a) acting in its capacity as successor to the Master Servicer in its
obligation to make advances (including Advances pursuant to Section 3.19) to
advance, expend or risk its own funds or otherwise incur any financial liability
in the performance of its duties hereunder if it shall have reasonable grounds
for believing that such funds are non-recoverable, (b) to be liable for any
losses of the Master Servicer or any acts or omissions of the predecessor Master
Servicer hereunder, (c) to be obligated to make Advances if it is prohibited
from doing so by applicable law, (d) to be obligated to effectuate repurchases
or substitutions of the Mortgage Loans hereunder or (e) to be obligated to
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perform any obligation of the Master Servicer under Section 3.20, Section 3.21
or Section 3.22 with respect to any period of time during which the Trustee was
not the Master Servicer. 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 a 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 a 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 (unless the predecessor Master Servicer is the
Trustee, in which event the previous Master Servicer shall be responsible for
payment of such costs and expenses so long as the transfer of servicing is not
the result of an Event of Default on the part of the Trustee in its capacity as
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).
(b) 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; provided, however, that such
compensation shall not exceed the compensation of the Master Servicer being
replaced.
(c) 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.
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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) (i) 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
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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 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 and the Securities Administrator 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 or
an Event of Default under Section 8.01 unless a Responsible Officer of the
Trustee obtains actual knowledge of such default or Event of Default or any
Responsible Officer of the Trustee receives written notice of such default
or Event of Default 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
or an Event of Default under Section 8.01 unless a Responsible Officer 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 default or Event of Default at its Corporate Trust
Office from the Master Servicer, the Trustee, the Depositor or any
Certificateholder; and
(v) 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.
(c) Subject to the conditions set forth in this Section 9.01(c), the
Securities Administrator is permitted to utilize one or more Subcontractors to
perform certain of its obligations hereunder. The Securities Administrator shall
promptly upon request provide to the Depositor a written description (in form
and substance satisfactory to the Depositor) of the role and function of each
Subcontractor utilized by the Securities Administrator, specifying (i) the
identity of each such Subcontractor that is a Servicing Function Participant and
(ii) which elements of the Servicing Criteria will be addressed in Assessments
of Compliance provided by each Servicing Function Participant. As a condition to
the utilization by the Securities Administrator of any Servicing Function
Participant, the Securities Administrator shall cause any such Servicing
Function Participant for the benefit of the Depositor to comply with the
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provisions of Section 3.21 of this Agreement to the same extent as if such
Servicing Function Participant were the Securities Administrator. The Securities
Administrator shall be responsible for obtaining from each such Servicing
Function Participant and delivering to the applicable Persons any Assessment of
Compliance and related Attestation Report required to be delivered by such
Servicing Function Participant under Section 3.21, in each case as and when
required to be delivered.
Notwithstanding the foregoing, if the Securities Administrator engages a
Subcontractor in connection with the performance of any of its duties under this
Agreement, the Securities Administrator shall be responsible for determining
whether such Subcontractor is an Additional Servicer.
The Securities Administrator shall indemnify the Depositor, the Sponsor,
the Trustee, the Custodian, the Master Servicer and any of their respective
directors, officers, employees or agents and hold them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain in any way related to a breach of the
Securities Administrator's obligation set forth in the preceding paragraph or
the failure of the Securities Administrator to perform any of its obligations
under Section 3.20, Section 3.21, Section 3.22 or this Section 9.01(c).
(d) The Securities Administrator is hereby directed, on behalf of the
Trust, to execute and deliver the Class 2-A-10 Interest Rate Cap Agreement
(including making any representations on behalf of the Trust), to perform the
obligations of the Trust under the Class 2-A-10 Interest Rate Cap Agreement on
the Closing Date and to enforce the obligations of the applicable Cap Provider
under the Class 2-A-10 Interest Rate Cap Agreement thereafter, including by
exercising any right that the Securities Administrator may have to designate an
"early termination date" under the Class 2-A-10 Interest Rate Cap Agreement upon
the occurrence of an "event of default" or a "termination event" thereunder.
Upon the occurrence of an "early termination date" under the Class 2-A-10
Interest Rate Cap Agreement, the Depositor shall use reasonable efforts to
replace the Class 2-A-10 Interest Rate Cap Agreement with one that is furnished
by a replacement for the applicable Cap Provider acceptable to each Rating
Agency, and the Securities Administrator shall hold in trust any amount that is
paid to it by the applicable Cap Provider in respect of any such "early
termination date" and apply such amount to the purchase of the related
replacement. If any portion of such amount cannot be so used (either because a
replacement for the Class 2-A-10 Interest Rate Cap Agreement is not available or
such amount exceeds the amount necessary to purchase such replacement), the
Securities Administrator shall deposit such portion in the Class 2-A-10 Reserve
Fund. If such amount is insufficient to purchase a replacement for the Class
2-A-10 Interest Rate Cap Agreement, the Securities Administrator shall apply
such amount to replace as much of the Class 2-A-10 Interest Rate Cap Agreement
as it is possible to replace with such amount. If the Cap Provider transfers its
rights and obligations under the Class 2-A-10 Interest Rate Cap Agreement to
another party in accordance therewith or the Depositor replaces the Class 2-A-10
Interest Rate Cap Agreement with one that is furnished by a replacement for the
applicable Cap Provider acceptable to each Rating Agency in accordance with this
Agreement, then the Securities Administrator shall execute and deliver the
related replacement for, or novation of, the Class 2-A-10 Interest Rate Cap
Agreement.
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The Depositor hereby represents to the Securities Administrator that any
representations made by the Securities Administrator under each Interest Rate
Cap Agreement on behalf of the Trust are true and accurate.
For so long as the Securities Administrator is required to file any report
with the Commission pursuant to Section 3.22 of this Agreement, upon its receipt
from BANA of the "significance estimate" for the Class 2-A-10 Interest Rate Cap
Agreement pursuant to the Mortgage Loan Purchase Agreement, the Securities
Administrator shall, on the basis of such "significance estimate," calculate the
aggregate "significance percentage" for the Class 2-A-10 Interest Rate Cap
Agreement of the Class Certificate Balance of the Class 2-A-10 as of the date of
such "significance estimate" in accordance with Item 1115 of Regulation AB. For
the avoidance of doubt, such aggregate "significance percentage" shall be a
fraction, expressed as a percentage, the numerator of which is such aggregate
"significance estimate" and the denominator of which is the Class Certificate
Balance of the Class 2-A-10 Certificates after distributions on the related
Distribution Date. The Securities Administrator also shall determine as of such
date whether such "significance percentage" would require disclosure of
financial information with respect to the applicable Cap Provider in any report
required to be filed with the Commission pursuant to Section 3.22, and if it
does, the Securities Administrator shall make a written request of the
applicable Cap Provider for such information in accordance with the Class 2-A-10
Interest Rate Cap Agreement not later than the third Business Day after it
receives the related "significance estimate." Upon its receipt of such
information, the Securities Administrator shall furnish such information to the
Depositor and, if such information is approved by the Depositor, shall include
such information in the related report as provided in Section 3.22.
(e) Xxxxx Fargo Bank, N.A., in its capacity as Supplemental Interest Trust
Trustee, is hereby directed, on behalf of the Supplemental Interest Trust, to
execute and deliver the Interest Rate Swap Agreements and the Class T-A-4 and
Class T-A-7 Interest Rate Cap Agreement (including making any representations on
behalf of the Supplemental Interest Trust), to perform the obligations of the
Supplemental Interest Trust under each Interest Rate Swap Agreement and the
Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement on the Closing Date and
to enforce the obligations of the Swap Providers and the applicable Cap Provider
under each Interest Rate Swap Agreement and the Class T-A-4 and Class T-A-7
Interest Rate Cap Agreement thereafter, including by exercising any right that
the Supplemental Interest Trust Trustee may have to designate an "Early
Termination Date" under an Interest Rate Swap Agreement or the Class T-A-4 and
Class T-A-7 Interest Rate Cap Agreement upon the occurrence of an "Event of
Default" or a "Termination Event" thereunder. Upon the occurrence of an "Early
Termination Date" under an Interest Rate Swap Agreement or the Class T-A-4 and
Class T-A-7 Interest Rate Cap Agreement, the Depositor shall use reasonable
efforts to replace such Interest Rate Swap Agreement or the Class T-A-4 and
Class T-A-7 Interest Rate Cap Agreement with one that is furnished by a
replacement for the related Swap Provider or Cap Provider, as the case may be,
acceptable to each Rating Agency, and the Supplemental Interest Trust Trustee
shall hold in trust any amount that is paid to it by the related Swap Provider
or Cap Provider, in respect of any such "Early Termination Date" and apply such
amount to the purchase of the related replacement. If any portion of such amount
cannot be so used (either because a replacement for such Interest Rate Swap
Agreement or the Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement is not
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available or such amount exceeds the amount necessary to purchase such
replacement), the Supplemental Interest Trust Trustee shall deposit such portion
in the Swap Account (with respect to any Interest Rate Swap Agreement) or the
Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement Account (with respect to
the Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement). If such amount is
insufficient to purchase a replacement for the applicable Interest Rate Swap
Agreement or the Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement, the
Supplemental Interest Trust Trustee shall apply such amount to replace so much
of such Interest Rate Swap Agreement or the Class T-A-4 and Class T-A-7 Interest
Rate Cap Agreement as it is possible to replace with such amount. If a Swap
Provider or the applicable Cap Provider transfers its rights and obligations
under the related Interest Rate Swap Agreement or the Class T-A-4 and Class
T-A-7 Interest Rate Cap Agreement to another party in accordance therewith or
the Depositor replaces an Interest Rate Swap Agreement or the Class T-A-4 and
Class T-A-7 Interest Rate Cap Agreement with one that is furnished by a
replacement for the related Swap Provider or Cap Provider, as the case may be,
acceptable to each Rating Agency in accordance with this Agreement, then the
Supplemental Interest Trust Trustee shall execute and deliver the related
replacement for or novation of the related Interest Rate Swap Agreement or the
Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement.
The Depositor hereby represents to the Supplemental Interest Trust Trustee
that any representations made by the Supplemental Interest Trust Trustee under
the Interest Rate Swap Agreements and the Class T-A-4 and Class T-A-7 Interest
Rate Cap Agreement on behalf of the Supplemental Interest Trust are true and
accurate.
Upon its receipt from BANA of each "significance estimate" of Interest Rate
Swap Agreement 1 and the Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement
pursuant to the Mortgage Loan Purchase Agreement, the Securities Administrator
shall, on the basis of such "significance estimate," calculate an aggregate
"significance percentage" for Interest Rate Swap Agreement 1 and the Class T-A-4
and Class T-A-7 Interest Rate Cap Agreement, based on the aggregate Class
Certificate Balance of the Overcollateralized Certificates (in the case of
Interest Rate Swap Agreement 1) and based on the aggregate Class Certificate
Balance of the Class T-A-4 and Class T-A-7 Certificates (in the case of the
Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement ) as of the date of each
such "significance estimate" in accordance with Item 1115 of Regulation AB. In
addition, upon its receipt from BANA of the "significance estimate" of Interest
Rate Swap Agreement 2 pursuant to the Mortgage Loan Purchase Agreement, the
Securities Administrator shall, on the basis of such "significance estimate,"
calculate the "significance percentage" for Interest Rate Swap Agreement 2,
based on the aggregate Class Certificate Balance of the Overcollateralized
Certificates, as of the date of such "significance estimate" in accordance with
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Item 1115 of Regulation AB. For the avoidance of doubt, each "significance
percentage" shall be (i) in the case of Interest Rate Swap Agreement 1 and the
Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement, the sum of each
fraction, expressed as a percentage, the numerator of which is equal to each
"significance estimate" and the denominator of which is the aggregate Class
Certificate Balance of the Overcollateralized Certificates (in the case of each
of Interest Rate Swap Agreement 1) or the Class Certificate Balance of the Class
T-A-4 and Class T-A-7 Certificates (in the case of the Class T-A-4 and Class
T-A-7 Interest Rate Cap Agreement) and (ii) in the case of Interest Rate Swap
Agreement 2, the fraction, expressed as a percentage, the numerator of which is
equal to the "significance estimate" thereof and the denominator of which is the
aggregate Class Certificate Balance of the Overcollateralized Certificates. The
Securities Administrator also shall determine as of such date whether either
"significance percentage" would require disclosure of financial information with
respect to a Swap Provider and/or Cap Provider, in any report required to be
filed with the Commission pursuant to Section 3.22, and if it does, the
Securities Administrator shall make a written request of such Swap Provider or
Cap Provider, for such information in accordance with the applicable schedule to
such Interest Rate Swap Agreement or Class T-A-4 and Class T-A-7 Interest Rate
Cap Agreement not later than the third Business Day after it receives the
related "significance estimate." Upon its receipt of such information, the
Securities Administrator shall furnish such information to the Depositor and, if
such information is approved by the Depositor, shall include such information in
the related report as provided in Section 3.22.
(f) The Trustee is hereby directed, on or prior to the Closing Date, not in
its individual capacity but solely on behalf of the Trust, to execute and
deliver the BANA Servicing Agreement and each assignment and recognition
agreement constituting a portion of a Servicing Agreement in the forms presented
to it by the Depositor, for the benefit of the Holders of the Certificates. The
Trustee shall not be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trustee on behalf
of the Trust under any Servicing Agreement or any other related documents, as to
all of which recourse shall be had solely to the assets of the Trust in
accordance with the terms of this Agreement. Every provision of this Agreement
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall apply to the Trustee's execution of any Servicing Agreement
and the performance of any obligations thereunder.
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
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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; however, subject to Section
9.01(b)(v), nothing contained herein shall 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 the
case may be, 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 the 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
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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 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 to the 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 to the 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 to the 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 to the Master Servicer) taken in the name of the
Trust or 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 to the
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 file any continuation
statement with respect to any financing statement for which the Trustee is the
secured party 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.
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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 Moody's and "A" by 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 either an institution (a) the long-term
unsecured debt obligations of which are rated at xxxxx "X0" by Moody's and at
least "A" by S&P and or (b) whose serving as Securities Administrator hereunder
would not result in the lowering of the ratings originally assigned to any Class
of Certificates. 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;
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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, the NIMS Insurer 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, or if at any time the Securities
Administrator has failed to duly perform, within the required time period, its
obligations under Section 3.20, Section 3.21 or Section 3.22, then the Master
Servicer or the Depositor may remove the Trustee or the Securities
Administrator, as the case may be, and appoint a successor trustee or securities
administrator 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.
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Notwithstanding anything to the contrary contained herein, the Master
Servicer and the Securities Administrator shall at all times be the same Person.
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 the NIMS Insurer, 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
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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. In
connection with the succession to the Trustee or the Securities Administrator
under this Agreement by any Person (i) into which the Trustee or the Securities
Administrator may be merged or consolidated, or (ii) which may be appointed as a
successor to the Trustee or the Securities Administrator, the Trustee or the
Securities Administrator, as the case may be, shall notify the Depositor of such
succession or appointment and shall furnish to the Depositor in writing and in
form and substance reasonably satisfactory to the Depositor, all information
reasonably necessary for the Securities Administrator to accurately and timely
report, pursuant to Section 3.22(d), the event under Item 6.02 of Form 8-K
pursuant to the Exchange Act (if such reports under the Exchange Act are
required to be filed under the Exchange Act).
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 one or both of 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
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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") that 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
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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 shall be
entitled to investment income from amounts on deposit in the Certificate Account
as compensation for its services hereunder. 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 the 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 enforce the terms
and provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian shall be a depository institution subject to
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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.
Each Custodian shall indemnify the Depositor, the Sponsor, the Trustee, the
Master Servicer, the Securities Administrator and any of their respective
directors, officers, employees or agents and hold them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other reasonable
costs, fees and expenses that any of them may sustain in any way related to the
failure of a Custodian to perform any of its obligations under Section 3.21.
Notwithstanding the foregoing, in no event shall a Custodian be liable for any
consequential, indirect or punitive damages pursuant to this Section 9.12.
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 Certificate Account and
distributions to Certificateholders as provided in Section 3.09 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from the
Certificate 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 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
Certificate 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 Certificate Account
or otherwise accounted, to the reasonable satisfaction of the Securities
Administrator, for all amounts it has withdrawn from the Certificate 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
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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.
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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 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 5.05(b) and
5.06(b)) shall terminate upon the last action required to be taken by the
Securities Administrator on the Final Distribution Date pursuant to this Article
X following the earlier of (a) the later of (I) the purchase by the Master
Servicer of all of the Shifting Interest Mortgage Loans and all related REO
Property remaining in the Trust Estate at a price equal to the sum of (x) 100%
of the unpaid principal balance of each Shifting Interest Mortgage Loan (other
than any Shifting Interest Mortgage Loan as to which REO Property has been
acquired and whose fair market value is included pursuant to clause (y) below),
(y) the fair market value of such REO Property plus one month's interest at the
related Mortgage Interest Rate on the unpaid principal balance of each Shifting
Interest Mortgage Loan (including any Shifting Interest Mortgage Loan as to
which REO Property has been acquired) and (z) any Reimbursement Amount owed to
the Trust pursuant to Section 2.02 related to a Shifting Interest Mortgage Loan
and (II) the purchase by the NIMS Insurer, if there is a NIMS Insurer, or if
there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or
if (i) such Holder fails to purchase on the Group T2 Optional Termination Date
or (ii) such Holder is the Sponsor, an affiliate of the Sponsor or the Master
Servicer) of all of the Group T2 Mortgage Loans and all related REO Property
remaining in the Trust Estate at a price equal to the sum of (w) 100% of the
unpaid principal balance of each Group T2 Mortgage Loan (other than any Group T2
Mortgage Loan as to which REO Property has been acquired and whose fair market
value is included pursuant to clause (y) below), (x) the fair market value of
such REO Property plus one month's interest at the related Mortgage Interest
Rate on the unpaid principal balance of each Group T2 Mortgage Loan (including
any Group T2 Mortgage Loan as to which REO Property has been acquired), (y) any
Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a
Group T2 Mortgage Loan and (z) any Swap Termination Payments owed to the Swap
Providers pursuant to the Interest Rate Swap Agreements 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.
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No party may exercise its purchase option for the Shifting Interest
Mortgage Loans or the Group T2 Mortgage Loans, as the case may be, until all
Reimbursement Amounts for such Mortgage Loans have been paid. The Securities
Administrator shall notify the Sponsor, upon notice of a party's intent to
exercise its purchase option of any related Reimbursement Amount outstanding.
Regardless of the foregoing, in no event shall the Trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States to the Court of St. Xxxxx, living on the date hereof.
The right of the Master Servicer to exercise its purchase option with
respect to the Shifting Interest Mortgage Loans is conditioned upon (A) the
aggregate Stated Principal Balance of all the Shifting Interest Mortgage Loans
being less than 1% of the aggregate unpaid principal balance of all the Shifting
Interest Mortgage Loans as of the Cut-off Date and (B) the purchase price
calculated pursuant to clause (a)(I) of the first paragraph of this Section
10.01 being less than or equal to the aggregate fair market value of the
Shifting Interest Mortgage Loans (other than any Shifting Interest Mortgage Loan
as to which REO Property has been acquired) and the related REO Properties;
provided, however, that this clause (B) shall not apply to any purchase by the
Master Servicer if, at the time of the purchase, the Master Servicer is no
longer subject to regulation by the Office of the Comptroller of the Currency,
the FDIC, the Federal Reserve or the OTS. Fair market value for purposes of this
paragraph and the first paragraph of this Section 10.01 will be determined by
the 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 this Article X. If such right is exercised, the
Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment
of the purchase price, release to the Master Servicer or its designee the
Mortgage Files pertaining to the Shifting Interest Mortgage Loans being
purchased. The Master Servicer's right, title and interest in and to such
purchased Shifting Interest Mortgage Loans and the related Mortgage Files shall
be subject to the servicing rights of the Servicers pursuant to the related
Servicing Agreements.
The right of a party to exercise its purchase option with respect to the
Group T2 Mortgage Loans is conditioned upon (A) the aggregate Stated Principal
Balance of all of the Group T2 Mortgage Loans being less than 10% of the
aggregate unpaid principal balance of the Group T2 Mortgage Loans as of the
Cut-off Date and (B) the purchase price calculated pursuant to clause (a)(II) of
the first paragraph of this Section 10.01 being less than or equal to the
aggregate fair market value of the Group T2 Mortgage Loans (other than any Group
T2 Mortgage Loan as to which REO Property has been acquired) and the REO
Properties; provided, however, that this clause (B) shall not apply to any
purchase by a party if, at the time of the purchase, such party is not subject
to regulation by the Office of the Comptroller of the Currency, the FDIC, the
Federal Reserve or the OTS. Fair market value for purposes of this paragraph and
the first paragraph of this Section 10.01 will be determined by the 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 this Article X. If such right is exercised, the
Trustee (or Custodian on the Trustee's behalf) shall, promptly following payment
of the purchase price, release to the party exercising its purchase option or
its designee the Mortgage Files pertaining to the Mortgage Loans being
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purchased. The right, title and interest of the party exercising its purchase
option with respect to the Group T2 Mortgage Loans in and to such purchased
Group T2 Mortgage Loans and the related Mortgage Files shall be subject to the
servicing rights of the Servicers pursuant to the related Servicing Agreements.
Notice of the exercise of any purchase option pursuant to this Section
10.01 and notice of any termination of the Trust or any portion of the Trust,
specifying the Final Distribution Date or the applicable Distribution Date, upon
which the applicable Certificateholders may surrender their Certificates to the
Securities Administrator for payment of the final distribution and for
cancellation, shall be given promptly by the Securities Administrator by letter
to the Certificateholders mailed not earlier than the 10th day and not later
than the 15th day of the month next preceding the month of such final
distribution specifying (1) the Final Distribution Date or the applicable
Distribution Date, upon which final payment of the applicable Certificates will
be made upon presentation and surrender of such Certificates at the office or
agency of the 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.
Upon the exercise of its purchase option, the applicable party shall remit
to the Securities Administrator for deposit to the Certificate Account on or
before the Final Distribution Date or the applicable Distribution Date, in
immediately available funds an amount equal to the amount necessary to make the
amount, if any, on deposit in the Certificate Account on such Final Distribution
Date or Distribution Date, as applicable, equal to the purchase price for the
related assets of the Trust Estate or any portion of the Trust Estate computed
as above provided together with a statement as to the amount to be distributed
on each applicable Class of Certificates pursuant to the next succeeding
paragraph.
Upon the exercise of any purchase option pursuant to this Section 10.01,
the Trustee shall assign to the applicable party exercising its purchase option
each of the applicable mortgage loan representations and warranties made
pursuant to the applicable Servicing Agreement, underlying sale agreement or the
North Fork Bank Assignment Agreement and the Mortgage Loan Purchase Agreement,
without recourse, representation or warranty.
Upon presentation and surrender of the applicable Certificates, the
Securities Administrator shall cause to be distributed to Certificateholders of
each Class, in the order set forth in Section 5.02 or 5.03 hereof, as
applicable, on the Final Distribution Date or the applicable Distribution Date,
and in proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, all cash on hand with respect to the
related REMICs (other than the amounts retained to meet claims). An amount shall
be distributed in respect of interest and principal to the Uncertificated
Lower-Tier II Interests, the Uncertificated Middle-Tier II Interests, the
Uncertificated Shifting Interest Lower-Tier Interests and the Uncertificated
Shifting Interest Middle-Tier Interests, as applicable, in the same manner as
principal and interest are distributed to such Uncertificated Lower-Tier II
Interests, Uncertificated Middle-Tier II Interests, Uncertificated Shifting
Interest Lower-Tier Interests and Uncertificated Shifting Interest Middle-Tier
Interests, respectively, as provided in Section 5.02 or 5.03, as applicable.
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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 related funds in the
Certificate 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 (1) 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) (i) If a party exercises its purchase option as provided in Section
10.01, the related REMIC or REMICs shall be terminated in accordance with the
following additional requirements, unless the Securities Administrator and the
Trustee have received an Opinion of Counsel to the effect that the failure of
the Trust to comply with the requirements of this Section 10.02 will not (x)
result in the imposition of taxes on "prohibited transactions" or "prohibited
contributions" in respect of any REMIC created hereunder as defined in the REMIC
Provisions, or (y) cause any REMIC created hereunder to fail to qualify as a
REMIC at any time that any related Certificates are outstanding:
(b) Within 90 days prior to the related Final Distribution Date set forth
in the notice given by the Securities Administrator pursuant to Section 10.01,
the Securities Administrator shall adopt plans of liquidation for each related
REMIC created hereunder specifying the first day in the 90-day liquidation
period and meeting the requirements of a "qualified liquidation" under Section
860F of the Code and any regulations thereunder. The Securities Administrator
shall attach such plans of liquidation to each related REMIC's final tax return;
(c) During such 90-day liquidation period, and at or prior to the time of
making the final payment on the related Certificates, the Securities
Administrator shall sell the related Mortgage Loans and REO Properties to the
Master Servicer, the majority Holder of the Class CE Certificates or the NIMS
Insurer, as the case may be, for cash;
(d) On the date specified for final payment on the related Certificates,
the Securities Administrator shall make final distributions of principal and
interest on the related Certificates in accordance with Section 5.02 or 5.03, as
applicable, and shall distribute or credit, or cause to be distributed or
credited, to holders of the Residual Certificates all cash on hand in the
related REMICs after such final payment (other than cash retained to meet
claims) in complete liquidation of the related REMICs;
(e) the Upper-Tier II REMIC and the Middle-Tier II REMIC will be terminated
on the same date that the Lower-Tier II REMIC is terminated, and the Shifting
Interest Middle-Tier REMIC and the Shifting Interest Upper-Tier REMIC will be
terminated on the same date that the Shifting Interest Lower-Tier REMIC is
terminated.
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(f) By its acceptance of the Residual Certificate, the Holder thereof
hereby agree to take such other action in connection with such plan of complete
liquidation as may be reasonably requested by the Depositor, the Trustee, the
NIMS Insurer or the Securities Administrator and if such action is not
requested, is deemed to adopt such a plan of complete liquidation when the
related Mortgage Loans are purchased pursuant to Section 10.01.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Securities Administrator and the Trustee with the consent
of the NIMS Insurer (only to the extent such amendment relates to the
Overcollateralized Certificates), without the consent of any of the
Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct or
supplement any provisions herein or therein which may be inconsistent with any
other provisions of this Agreement, any amendment to this Agreement or the
related Prospectus Supplement, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
any REMIC created hereunder as a REMIC within the meaning of the Code and
related regulations at all times that any related Certificates are outstanding
or to avoid or minimize the risk of the imposition of any tax on any REMIC
created hereunder 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 Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency rating such
Certificates to such effect, (v) to provide for the rights of the NIMS Insurer
and (vi) to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder, provided that the amendment shall not be deemed to
adversely affect in any material respect the interests of the Certificateholders
and no Opinion of Counsel to that effect shall be required if the Person
requesting the amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates. Notwithstanding any
contrary provision of this Agreement, the Trustee shall not consent to any
amendment to this Agreement pursuant to clause (i) through (vi) above unless it
shall have first received an Opinion of Counsel to the effect that such
amendment shall not cause the imposition of any United States federal income tax
on any REMIC created hereunder or the Certificateholders or cause any REMIC
created hereunder to fail to qualify as a REMIC within the meaning of the Code
and related regulations at any time that any Certificates are outstanding.
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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 NIMS Insurer (if the NIMS Insurer is affected by such amendment) and 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, the NIMS Insurer and the Securities Administrator with an Opinion of
Counsel stating that such amendment would not adversely affect the qualification
of any REMIC created hereunder as a REMIC within the meaning of the Code and
related regulations or result in the imposition of any tax on any REMIC created
hereunder and notice of the conclusion expressed in such Opinion of Counsel
shall be included with any such solicitation.
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, the NIMS Insurer 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.
Prior to the execution of any amendment to this Agreement, each of the
Trustee and the Securities Administrator shall receive and be entitled to
conclusively rely on any Opinion of Counsel (at the expense of the Person
seeking such amendment) stating that such amendment is authorized and permitted
by this Agreement. The Trustee and the Securities Administrator may, but shall
not be obligated to, enter into any such amendment which affects the Trustee's
or the Securities Administrator's own rights, duties or immunities under this
Agreement.
Notwithstanding the foregoing, any amendment to this Agreement shall
require the prior written consent of each Swap Provider if such amendment
materially and adversely affects the rights or interests of such Swap Provider.
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
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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.
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Section 11.04 Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT
REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW).
With respect to any claim arising out of this Agreement, each party
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York and the United States District Court located in the Borough of
Manhattan in The City of New York, and each party irrevocably waives any
objection which it may have at any time to the laying of venue of any suit,
action or proceeding arising out of or relating hereto brought in any such
courts, irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum and further
irrevocably waives the right to object, with respect to such claim, suit, action
or proceeding brought in any such court, that such court does not have
jurisdiction over such party, provided that service of process has been made by
any lawful means.
Section 11.05 Notices.
All demands, notices, instructions, directions, requests and communications
required or permitted to be delivered hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by certified
mail, return receipt requested, (provided, however, that notices to the
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: Xxxxx Xxxxx, with a copy to: Bank of America Legal Department, 000
Xxxxx Xxxxx Xxxxxx, 30th Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000,
Attention: Associate General Counsel, (b) in the case of the Master Servicer,
Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000,
Attention: Client Manager - BAFC 2007-4, (c) in the case of the Securities
Administrator, Xxxxx Fargo Bank, N.A., X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000,
Attention: Client Manager - BAFC, Series 2007-4, and for overnight delivery
purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
00000-0000, Attention: Client Manager - BAFC, Series 2007-4, with a copy to
Xxxxx Fargo Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx, 00000, Attention: Corporate Trust Services - BAFC, Series 2007-4, (d)
in the case of the Trustee, U.S. Bank National Association, 000 Xxxxx XxXxxxx
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Services,
BAFC, Series 0000-0, Xxxxxxxxx: Structured Finance Services, BAFC 2007-4; (e) in
the case of S&P, Standard & Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Residential Mortgage
Surveillance Group; and (f) in the case of Moody's, Xxxxx'x Investors Service,
Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Residential Mortgage
Surveillance Group or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in the
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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 fifteen (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 (5) Business Days after the receipt of such
application, afford such applicants access during normal business hours to the
most recent list of Certificateholders held by the 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.
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Section 11.09 Recharacterization.
The parties to this Agreement intend the conveyance by the Depositor to the
Trustee of all of its right, title and interest in and to the Mortgage Loans and
the related Mortgage Files, including all interest and principal received on or
with respect to the Mortgage Loans (other than payments of principal and
interest due and payable on the Mortgage Loans on or before the Cut-off Date)
and the Depositor's rights under the Mortgage Loan Purchase Agreement, including
the rights of the Depositor as assignee of the Sponsor with respect to the
Sponsor's rights under the Servicing Agreements pursuant to this Agreement to
constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to
the extent that such conveyance is held not to constitute a sale under
applicable law, it is intended that this Agreement shall constitute a security
agreement under applicable law and that the Depositor shall be deemed to have
granted to the Trustee a first priority security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans.
Section 11.10 Regulation AB Compliance; Intent of the Parties;
Reasonableness.
The parties hereto acknowledge that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agree to
use its commercially reasonable efforts to comply with requests made by the
Depositor in good faith for delivery of information under these provisions on
the basis of evolving interpretations of Regulation AB. In connection with the
Trust, the Master Servicer, the Securities Administrator, the Trustee and the
Custodian shall cooperate fully with the Depositor to deliver to the Depositor
(including its assignees or designees), any and all statements, reports,
certifications, records and any other information available to such party and
reasonably necessary in the good faith determination of the Depositor to permit
the Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Master Servicer, the Securities Administrator, the
Trustee and the Custodian, as applicable, reasonably believed by the Depositor
to be necessary in order to effect such compliance.
Section 11.11 Third Party Beneficiary.
Nothing in this Agreement or in the Certificates, expressed or implied,
shall give to any Person, other than the Certificateholders, the parties hereto
and their successors hereunder, the NIMS Insurer and the Swap Providers, any
benefit or any legal or equitable right, remedy or claim under this Agreement.
The NIMS Insurer and the Swap Providers shall be deemed third-party
beneficiaries of this Agreement to the same extent as if they were a party
hereto, and shall have the right to enforce the provisions of this Agreement
directly against the parties to this Agreement.
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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: /s/ Xxxxx Xxxxx
---------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
XXXXX FARGO BANK, N.A., as Master Servicer
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
XXXXX FARGO BANK, N.A., as Securities
Administrator
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
U.S. BANK NATIONAL
ASSOCIATION, as Trustee
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
[Signature Page to the Pooling and Servicing Agreement]
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STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the 25th day of May, 2007, before me, a notary public in and for the
State of North Carolina, personally appeared Xxxxx Xxxxx, known to me who, being
by me duly sworn, did depose and say that he is a Senior Vice President of Banc
of America Funding Corporation, a Delaware corporation, one of the parties that
executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the Board of Directors of such corporation.
E. Xxxxx Xxxxxx
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires October 4, 2010.
[Notary Page to the Pooling and Servicing Agreement]
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STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXX )
)
On the 31st day of May, 2007, before me, a notary public in and for the
State of Maryland, personally appeared Xxxxxx Xxxxxx, known to me who, being by
me duly sworn, did depose and say that he is a Assistant 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.
Xxxxxx X. Xxxxxxx
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires January 7, 2009.
[Notary Page to the Pooling and Servicing Agreement]
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STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXX )
)
On the 31st day of May, 2007, before me, a notary public in and for the
State of Maryland, personally appeared Xxxxxx Xxxxxx, known to me who, being by
me duly sworn, did depose and say that he is a Assistant 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.
Xxxxxx X. Xxxxxxx
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires January 7, 2009.
[Notary Page to the Pooling and Servicing Agreement]
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STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
)
On the 31st day of May, 2007, before me, a notary public in and for the
State of Illinois, personally appeared Xxxxxxx X. Xxxxx, known to me who, being
by me duly sworn, did depose and say that she is a Vice President of U.S. Bank
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that she signed her name thereto by order
of the Board of Directors of such association.
Xxxxx Xxxxxxxx
---------------------------------------
Notary Public
[Notarial Seal]
My commission expires November 6, 2010.
[Notary Page to the Pooling and Servicing Agreement]
-237-
EXHIBIT A-1AR
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 1-A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
THIS CLASS 1-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PLAN
(AS DEFINED IN THE POOLING AND SERVICING AGREEMENT).
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS CLASS 1-A-R CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
A-1AR-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
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 nine loan groups of fixed interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $100.00
Initial Class Certificate
Balance of this Class: $100.00
Pass-Through Rate: 5.5000%
CUSIP No.: 05953Y AS 0
ISIN No.: US05953YAS00
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-1AR-2
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.
Any distribution of the proceeds of any remaining assets of the applicable
subaccounts of the Certificate Account will be made only upon presentment and
surrender of this Class 1-A-R Certificate at the Corporate Trust Office.
Each Person who has or who acquires this Class 1-A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the 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 and a certificate substantially in the form set forth in Exhibit V 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.
This Class 1-A-R Certificate may not be purchased by or transferred to any
Plan (as defined in the Pooling and Servicing Agreement).
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
A-1AR-3
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1A1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 1-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 1-A-1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $47,802,000.00
Pass-Through Rate: 5.5000%
CUSIP No.: 05953Y AT 8
ISIN No.: US05953YAT82
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-1A1-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-1A1-3
EXHIBIT A-1A2
[FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
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 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.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 1-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS 1-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 1-A-2
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,312,000.00
Pass-Through Rate: 5.5000%
CUSIP No.: 00000X XX 5
ISIN No.: US05953YAU55
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-1A2-2
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.
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.
* * *
X-0X0-0
XXXXXXX X-0XX
[FORM OF FACE OF CLASS 1-PO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 1-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-1PO-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 1-PO
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $305,077.00
CUSIP No.: 05953Y AV 3
ISIN No.: US05953YAV39
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 I-PO Certificate represents the right to receive principal only
and holders of these Certificates are not entitled to distributions in respect
of interest.
A-1PO-2
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.
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.
* * *
A-1PO-3
EXHIBIT A-2A1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $22,192,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 05953Y AW 1
ISIN No.: US05953YAW12
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A1-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A1-3
EXHIBIT A-2A2
[FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 2-A-10 CERTIFICATES WILL BE BORNE BY THE
CLASS 2-A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-2
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,145,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 05953Y AX 9
ISIN No.: US05953YAX94
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A2-2
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.
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.
* * *
A-2A2-3
EXHIBIT A-2A3
[FORM OF FACE OF CLASS 2-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
FINTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-3
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $32,474,000.00
Pass-Through Rate: 5.5000%
CUSIP No.: 05953Y AY 7
ISIN No.: US05953YAY77
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A3-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A3-3
EXHIBIT A-2A4
[FORM OF FACE OF CLASS 2-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-4
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,706,166.00
Pass-Through Rate: 6.0000%
CUSIP No.: 05953Y AZ 4
ISIN No.: US05953YAZ43
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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-A-4 Certificate is not entitled to any distributions with
respect to principal.
A-2A4-2
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.
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.
* * *
A-2A4-3
EXHIBIT A-2A5
[FORM OF FACE OF CLASS 2-A-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-5
[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, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 2-A-3 CERTIFICATES WILL BE BORNE BY THE
FCLASS 2-A-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-5
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,597,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 05953Y BA 8
ISIN No.: US05953YBA82
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A5-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A5-3
EXHIBIT A-2A6
[FORM OF FACE OF CLASS 2-A-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-6
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $8,233,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 05953Y BB 6
ISIN No.: US05953YBB65
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A6-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A6-3
EXHIBIT A-2A7
[FORM OF FACE OF CLASS 2-A-7 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-7
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-7
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $14,201,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 00000X XX 4
ISIN No.: US05953YBC49
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A7-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A7-3
EXHIBIT A-2A8
[FORM OF FACE OF CLASS 2-A-8 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-8
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, 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, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 2-A-7 CERTIFICATES WILL BE BORNE BY THE
CLASS 2-A-8 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-8
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,578,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 05953Y BD 2
ISIN No.: US05953YBD22
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A8-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A8-3
EXHIBIT A-2A9
[FORM OF FACE OF CLASS 2-A-9 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-9
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-9
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $25,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 05953Y BE 0
ISIN No.: US05953YBE05
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A9-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A9-3
EXHIBIT A-2A10
[FORM OF FACE OF CLASS 2-A-10 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-10
[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") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-10
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $41,615,000.00
Pass-Through Rate: Floating
CUSIP No.: 05953Y BF 7
ISIN No.: US05953YBF79
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A10-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-2A10-3
EXHIBIT A-2A11
[FORM OF FACE OF CLASS 2-A-11 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-11
[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
FDEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE CERTIFICATE BALANCE OF THIS CERTIFICATE AND
BECAUSE REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MORE OR LESS THAN
THE AMOUNT SET FORTH BELOW.
X-0X00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-11
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $10,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 00000X XX 5
ISIN No.: US05953YBG52
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A11-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A11-3
EXHIBIT A-2A12
[FORM OF FACE OF CLASS 2-A-12 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-12
[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").
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE CERTIFICATE BALANCE OF THIS CERTIFICATE AND
BECAUSE REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MORE OR LESS THAN
THE AMOUNT SET FORTH BELOW.
X-0X00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-12
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $10,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 05953Y BH 3
ISIN No.: US05953YBH36
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A12-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A12-3
EXHIBIT A-2A13
[FORM OF FACE OF CLASS 2-A-13 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-13
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-13
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $90,000,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 05953Y BJ 9
ISIN No.: US05953YBJ91
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A13-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A13-3
EXHIBIT A-2A14
[FORM OF FACE OF CLASS 2-A-14 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-14
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-14
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,679,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 05953Y BK 6
ISIN No.: US05953YBK64
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A14-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A14-3
EXHIBIT A-2A15
[FORM OF FACE OF CLASS 2-A-15 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-15
[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
FINTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X00-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 2-A-15
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,678,000.00
Pass-Through Rate: 6.0000%
CUSIP No.: 05953Y BL 4
ISIN No.: US05953YBL48
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-2A15-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-2A15-3
EXHIBIT A-3A1
[FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 3-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 3-A-1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $57,921,000.00
Pass-Through Rate: Floating
CUSIP No.: 05953Y BM 2
ISIN No.: US05953YBM21
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-3A1-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-3A1-3
EXHIBIT A-3A2
[FORM OF FACE OF CLASS 3-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 3-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, 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.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 3-A-2
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,985,000.00
Pass-Through Rate: Floating
CUSIP No.: 05953Y BN 0
ISIN No.: US05953YBN04
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-3A2-2
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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-3A2-3
EXHIBIT A-3A3
[FORM OF FACE OF CLASS 3-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 3-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MORE OR LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 3-A-3
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Notional Amount of this
Certificate
("Denomination"):
Initial Notional Amount
of this Class: $60,906,000.00
Pass-Through Rate: Inverse Floating
CUSIP No.: 05953Y BP 5
ISIN No.: US05953YBP51
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 3-A-3 Certificate is not entitled to any distributions with
respect to principal.
A-3A3-2
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.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-3A3-3
EXHIBIT A-3IO
[FORM OF FACE OF CLASS 3-IO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 3-IO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MORE OR LESS THAN THE
AMOUNT SET FORTH BELOW.
A-3IO-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 3-A-IO
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Notional Amount of this
Certificate
("Denomination"):
Initial Notional Amount
of this Class: $424,063.00
Pass-Through Rate: 7.0000%
CUSIP No.: 05953Y BQ 3
ISIN No.: US05953YBQ35
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 3-IO Certificate is not entitled to any distributions with
respect to principal.
A-3IO-2
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.
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.
* * *
A-3IO-3
EXHIBIT A-4A1
[FORM OF FACE OF CLASS 4-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
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.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 4-A-1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $132,564,000.00
CUSIP No.: 05953Y BR 1
ISIN No.: US05953YBR18
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 4-A-1 Certificate is not entitled to any distributions with
respect to interest.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
A-4A1-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-4A1-3
EXHIBIT A-4A2
[FORM OF FACE OF CLASS 4-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
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 NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MORE OR LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 4-A-2
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Notional Amount of this
Certificate
("Denomination"):
Initial Notional Amount
of this Class: $132,564,000.00
Pass-Through Rate: 5.5000%
CUSIP No.: 05953Y BS 9
ISIN No.: US05953YBS90
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 4-A-2 Certificate is not entitled to any distributions with
respect to principal.
A-4A2-2
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.
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.
* * *
A-4A2-3
EXHIBIT A-5A1
[FORM OF FACE OF CLASS 5-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 5-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 5-A-1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,181,000.00
Pass-Through Rate: 5.5000%
CUSIP No.: 05953Y BT 7
ISIN No.: US05953YBT73
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-5A1-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-5A1-3
EXHIBIT A-5A2
[FORM OF FACE OF CLASS 5-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
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.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 5-A-2
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $49,874,000.00
Pass-Through Rate: 5.5000%
CUSIP No.: 05953Y BU 4
ISIN No.: US05953YBU47
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-5A2-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-5A2-3
EXHIBIT A-5A3
[FORM OF FACE OF CLASS 5-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 5-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 5-A-3
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,718,000.00
Pass-Through Rate: 5.5000%
CUSIP No.: 05953Y BV 2
ISIN No.: US05953YBV20
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-5A3-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-5A3-3
EXHIBIT A-6A1
[FORM OF FACE OF CLASS 6-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 6-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 6-A-1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $11,702,000.00
Pass-Through Rate: 4.5000%
CUSIP No.: 05953Y BW 0
ISIN No.: US05953YBW03
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-6A1-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-6A1-3
EXHIBIT A-7A1
[FORM OF FACE OF CLASS 7-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 7-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").
FREDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS
THAN THE AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 7-A-1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $44,284,000.00
Pass-Through Rate: 5.2500%
CUSIP No.: 05953Y BX 8
ISIN No.: US05953YBX85
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-7A1-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-7A1-3
EXHIBIT A-8A1
[FORM OF FACE OF CLASS 8-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 8-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
X-0X0-0
XXXX XX XXXXXXX FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class 8-A-1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $20,121,000.00
Pass-Through Rate: 5.5000%
CUSIP No.: 05953Y BY 6
ISIN No.: US05953YBY68
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-8A1-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
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.
* * *
A-8A1-3
EXHIBIT A-TA1A
[FORM OF FACE OF CLASS T-A-1A CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-1A
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
A-TA1A-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-1A
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $67,650,000.00
CUSIP No.: 05953Y AG 6
ISIN No.: US05953YAG61
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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.
A-TA1A-2
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-TA1A-3
EXHIBIT A-TA1B
[FORM OF FACE OF CLASS T-A-1B CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-1B
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
A-TA1B-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-1B
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50,000,000.00
CUSIP No.: 05953Y AH 4
ISIN No.: US05953YAH45
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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.
A-TA1B-2
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-TA1B-3
EXHIBIT A-TA2
[FORM OF FACE OF CLASS T-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
A-TA2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-2
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $37,167,000.00
CUSIP No.: 05953Y AJ 0
ISIN No.: US05953YAJ01
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-TA2-2
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.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-TA2-3
EXHIBIT A-TA3
[FORM OF FACE OF CLASS T-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-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 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.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
A-TA3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-3
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $22,509,000.00
CUSIP No.: 00000X XX 9
ISIN No.: US05953YAA91
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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.
A-TA3-2
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-TA3-3
EXHIBIT A-TA4
[FORM OF FACE OF CLASS T-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
A-TA4-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-4
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $30,000,000.00
CUSIP No.: 00000X XX 7
ISIN No.: US05953YAB74
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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.
A-TA4-2
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-TA4-3
EXHIBIT A-TA5
[FORM OF FACE OF CLASS T-A-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-5
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
A-TA5-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-5
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $45,145,000.00
CUSIP No.: 05953Y AK 7
ISIN No.: US05953YAK73
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-TA5-2
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.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-TA5-3
EXHIBIT A-TA6
[FORM OF FACE OF CLASS T-A-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-6
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE AGGREGATE CLASS CERTIFICATE BALANCE OF THE MEZZANINE CERTIFICATES HAS
BEEN REDUCED ZERO AND THE OVERCOLLATERALIZATION AMOUNT IS ZERO, THE PRINCIPAL
PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS T-A-5 CERTIFICATES WILL BE
BORNE BY THE CLASS T-A-6 CERTIFICATES (SUBJECT TO THE APPLICABLE SUPER SENIOR
SUPPORT CAPS) AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
A-TA6-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-6
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,382,000.00
CUSIP No.: 05953Y AC 5
ISIN No.: US05953YAC57
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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.
A-TA6-2
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-TA6-3
EXHIBIT A-TA7
[FORM OF FACE OF CLASS T-A-7 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-7
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
A-TA7-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-7
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,966,000.00
CUSIP No.: [ ]
ISIN No.: US[ ]
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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.
A-TA7-2
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-TA7-3
EXHIBIT A-TAP1
[FORM OF FACE OF CLASS T-A-P1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-P1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
A-TAP1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-P1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $100,000,000.00
CUSIP No.: 05953Y AD 3
ISIN No.: US05953YAD31
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
A-TAP1-2
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.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-TAP1-3
EXHIBIT A-TAP2
[FORM OF FACE OF CLASS T-A-P2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-P2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
AFTER THE AGGREGATE CLASS CERTIFICATE BALANCE OF THE MEZZANINE CERTIFICATES HAS
BEEN REDUCED ZERO AND THE OVERCOLLATERALIZATION AMOUNT IS ZERO, THE PRINCIPAL
PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS T-A-P1 CERTIFICATES WILL BE
BORNE BY THE CLASS T-A-P2 CERTIFICATES (SUBJECT TO THE APPLICABLE SUPER SENIOR
SUPPORT CAPS) AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
A-TAP2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-A-P2
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $11,111,000.00
CUSIP No.: 05953Y AL 5
ISIN No.: US05953YAL56
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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.
A-TAP2-2
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
A-TAP2-3
EXHIBIT A-S-IO
[FORM OF FACE OF CLASS S-IO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-IO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
A-SIO-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-IO
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $3,778,156.00
CUSIP No.: 05953Y BZ 3
ISIN No.: US05953YBZ34
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Notional Amount of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 S-IO Certificate is not entitled to any distributions with
respect to principal.
For the purposes of determining distributions of interest, the Class S-IO
Certificates will be deemed to consist of three components (each, a
"Component"). The amount of interest which accrues on the Class S-IO
Certificates in any month will equal the sum of the interest which accrues on
the Components. The Components are not severable.
A-SIO-2
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.
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.
* * *
A-SIO-3
EXHIBIT A-SPO
[FORM OF FACE OF CLASS S-PO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-PO
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, EACH COMPONENT OF THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
A-SPO-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-PO
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate*
Balance of this Class: $2,470,000.00
CUSIP No.: 05953Y CA 7
ISIN No.: US05953YCA73
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 S-PO Certificate is not entitled to any distributions with
respect to interest.
Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein.
A-SPO-2
For the purposes of determining distributions in reduction of Class
Certificate Balance, the Class S-PO Certificates will be deemed to consist of
two components which are not severable: the Class 4-S-PO Component, the Class
5-S-PO Component and the Class 6-S-PO Component (each, a "Component"). The
Components are not severable.
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.
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.
* * *
A-SPO-3
EXHIBIT B-N-M
[FORM OF FACE OF CLASS N-M CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-M
[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 RELATED GROUP OF
SENIOR CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-NM-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-M
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,364,000.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CB 5
ISIN No.: US05953YCB56
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 and
B-NM-2
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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-NM-3
EXHIBIT B-NB1
[FORM OF FACE OF CLASS N-B-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-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 RELATED GROUP OF
SENIOR CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-NB1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-B-1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,545,000.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CC 3
ISIN No.: US05953YCC30
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 and
B-NB1-2
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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-NB1-3
EXHIBIT B-NB2
[FORM OF FACE OF CLASS N-B-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-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 RELATED GROUP OF
SENIOR CERTIFICATES AND THE CLASS N-B-1 CERTIFICATES AS DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-NB2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-B-2
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,363,000.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CD 1
ISIN No.: US05953YCD13
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 and
B-NB2-2
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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-NB2-3
EXHIBIT B-NB3
[FORM OF FACE OF CLASS N-B-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-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 RELATED GROUP OF
SENIOR CERTIFICATES, THE CLASS N-B-1 CERTIFICATES AND THE CLASS N-B-2
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-NB3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-B-3
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,272,000.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CE 9
ISIN No.: US05953YCE95
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 and
B-NB3-2
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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-NB3-3
EXHIBIT B-NB4
[FORM OF FACE OF CLASS N-B-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-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 RELATED GROUP OF
SENIOR CERTIFICATES, THE CLASS N-B-1 CERTIFICATES, THE CLASS N-B-2 CERTIFICATES
AND THE CLASS N-B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-NB4-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-B-4
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,455,000.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CJ 8
ISIN No.: US05953YCJ82
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
B-NB4-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the 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 Sponsor, 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.
* * *
B-NB4-3
EXHIBIT B-NB5
[FORM OF FACE OF CLASS N-B-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-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 RELATED GROUP OF
SENIOR CERTIFICATES, THE CLASS N-B-1 CERTIFICATES, THE CLASS N-B-2 CERTIFICATES,
THE CLASS N-B-3 CERTIFICATES AND THE CLASS N-B-4 CERTIFICATES AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-NB5-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-B-5
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,090,000.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CK 5
ISIN No.: US05953YCK55
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
B-NB5-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the 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 Sponsor, 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.
* * *
B-NB5-3
EXHIBIT B-NB6
[FORM OF FACE OF CLASS N-B-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-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 RELATED GROUP OF
SENIOR CERTIFICATES, THE CLASS N-B-1 CERTIFICATES, THE CLASS N-B-2 CERTIFICATES,
THE CLASS N-B-3 CERTIFICATES, THE CLASS N-B-4 CERTIFICATES AND THE CLASS N-B-5
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-NB6-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class N-B-6
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $728,096.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CL 3
ISIN No.: US05953YCL39
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
B-NB6-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the 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 Sponsor, 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.
* * *
B-NB6-3
EXHIBIT B-SB1
[FORM OF FACE OF CLASS S-B-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE RELATED GROUP OF
SENIOR CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-SB1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-B-1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,476,000.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CF 6
ISIN No.: US05953YCF60
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 and
B-SB1-2
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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-SB1-3
EXHIBIT B-SB2
[FORM OF FACE OF CLASS S-B-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE RELATED GROUP OF
SENIOR CERTIFICATES AND THE CLASS S-B-1 CERTIFICATES AS DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-SB2-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-B-2
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $550,000.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CG 4
ISIN No.: US05953YCG44
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 and
B-SB2-2
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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-SB2-3
EXHIBIT B-SB3
[FORM OF FACE OF CLASS S-B-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE RELATED GROUP OF
SENIOR CERTIFICATES, THE CLASS S-B-1 CERTIFICATES AND THE CLASS S-B-2
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-SB3-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-B-3
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $413,000.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CH 2
ISIN No.: US05953YCH27
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 and
B-SB3-2
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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-SB3-3
EXHIBIT B-SB4
[FORM OF FACE OF CLASS S-B-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-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 RELATED GROUP OF
SENIOR CERTIFICATES, THE CLASS S-B-1 CERTIFICATES, THE CLASS S-B-2 CERTIFICATES
AND THE CLASS S-B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-SB4-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-B-4
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $275,000.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CM 1
ISIN No.: US05953YCM12
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
B-SB4-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the 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 Sponsor, 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.
* * *
B-SB4-3
EXHIBIT B-SB5
[FORM OF FACE OF CLASS S-B-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-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 RELATED GROUP OF
SENIOR CERTIFICATES, THE CLASS S-B-1 CERTIFICATES, THE CLASS S-B-2 CERTIFICATES,
THE CLASS S-B-3 CERTIFICATES AND THE CLASS S-B-4 CERTIFICATES AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-SB5-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-B-5
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $137,000.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CN 9
ISIN No.: US05953YCN94
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
B-SB5-2
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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the 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 Sponsor, 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.
* * *
B-SB5-3
EXHIBIT B-SB6
[FORM OF FACE OF CLASS S-B-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-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 RELATED GROUP OF
SENIOR CERTIFICATES, THE CLASS S-B-1 CERTIFICATES, THE CLASS S-B-2 CERTIFICATES,
THE CLASS S-B-3 CERTIFICATES, THE CLASS S-B-4 CERTIFICATES AND THE CLASS S-B-5
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-SB6-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class S-B-6
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $275,970.00
Pass-Through Rate: Variable
CUSIP No.: 05953Y CP 4
ISIN No.: US05953YCP43
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
B-SB6-2
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the 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.
Interest will accrue on these Certificates at a per annum rate as provided
in the Pooling and Servicing Agreement.
No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the 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 Sponsor, 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.
* * *
B-SB6-3
EXHIBIT B-TM1
[FORM OF FACE OF CLASS T-M-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-M-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
OVERCOLLATERALIZED CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-TM1-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-M-1
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $11,392,000.00
CUSIP No.: 05953Y AE 1
ISIN No.: US05953YAE14
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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 and
B-TM1-2
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.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-TM1-3
EXHIBIT B-TM2
[FORM OF FACE OF CLASS T-M-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-M-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
OVERCOLLATERALIZED CERTIFICATES AND THE CLASS T-M-1 CERTIFICATES AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
B-TM2-1
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-TM2-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-M-2
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,596,000.00
CUSIP No.: 05953Y AF 8
ISIN No.: US05953YAF88
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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
B-TM2-3
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.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-TM2-4
EXHIBIT B-TM3
[FORM OF FACE OF CLASS T-M-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-M-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 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.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
OVERCOLLATERALIZED CERTIFICATES, THE CLASS T-M-1 CERTIFICATES AND THE CLASS
T-M-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
B-TM3-1
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-TM3-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-M-3
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,999,000.00
CUSIP No.: 05953Y AM 3
ISIN No.: US05953YAM30
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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.
b-TM3-3
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-TM3-4
EXHIBIT B-TM4
[FORM OF FACE OF CLASS T-M42 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-M-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
OVERCOLLATERALIZED CERTIFICATES, THE CLASS T-M-1 CERTIFICATES, THE CLASS T-M-2
CERTIFICATES AND THE CLASS T-M-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
B-TM4-1
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-TM4-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-M-4
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,998,000.00
CUSIP No.: 05953Y AN 1
ISIN No.: US059515AN13
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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.
B-TM4-3
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-TM4-4
EXHIBIT B-TM5
[FORM OF FACE OF CLASS T-M-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-M-5
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY.
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
OVERCOLLATERALIZED CERTIFICATES, THE CLASS T-M-1 CERTIFICATES, THE CLASS T-M-2
CERTIFICATES, THE CLASS T-M-3 CERTIFICATES AND THE CLASS T-M-4 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
FOR SO LONG AS THE SUPPLEMENTAL INTEREST TRUST IS IN EXISTENCE, NO TRANSFER OF
THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT),
SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
IN THE EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS
EQUIVALENT, NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING
B-TM5-1
AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-TM5-2
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class T-M-5
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,999,000.00
CUSIP No.: 05953Y AP 6
ISIN No.: US05953YAP60
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting of the Mortgage Loans deposited by Banc of America Funding
Corporation (the "Depositor"). The Trust was created pursuant to a Pooling and
Servicing Agreement, dated May 31, 2007 (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
U.S. 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.
B-TM5-3
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
Interest will accrue on this Certificate at a per annum rate as provided in
the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement or be valid for any purpose unless manually authenticated by
an authorized signatory of the Securities Administrator.
* * *
B-TM5-4
EXHIBIT B-CE
[FORM OF FACE OF CLASS CE CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class CE
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") AND CERTAIN OTHER PROPERTY.
THE CLASS CE CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
OVERCOLLATERALIZED CERTIFICATES AND THE MEZZANINE CERTIFICATES AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-CE-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class CE
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.: 1
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Percentage Interest:
CUSIP No.: 05953Y AQ 4
ISIN No.: US05953YAQ44
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate 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 May 31, 2007 (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 U.S. 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.
The Class CE Certificates are limited in right of payment to certain
collections and recoveries respecting the Group T2 Mortgage Loans, all as more
specifically set forth herein and in the Pooling and Servicing Agreement.
Further, no transfer of a Class CE Certificate shall be made to a Plan (as
defined in the Pooling and Servicing Agreement), except as provided in Section
6.02 of the Pooling and Servicing Agreement.
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.
B-CE-2
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 as Exhibit G-2A, 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 Sponsor, 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.
* * *
B-CE-3
EXHIBIT B-P
[FORM OF FACE OF CLASS P CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class P
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") AND CERTAIN OTHER PROPERTY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
B-P-1
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2007-4
Class P
evidencing an interest in a Trust consisting primarily of nine loan groups of
fixed interest rate mortgage loans (the "Mortgage Loans") secured by first liens
on one- to four-family residential properties deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-off Date: May 1, 2007
First Distribution Date: June 25, 2007
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $100.00
CUSIP No.: 05953Y AR 2
ISIN No.: US05953YAR27
THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate 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 May 31, 2007 (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 U.S. 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.
The Class P Certificates are limited in right of payment to Prepayment
Charges received on the Group T2 Mortgage Loans and their Class Certificate
Balance, as more specifically set forth in the Pooling and Servicing Agreement.
B-P-2
Further, no transfer of a Class P Certificate shall be made to a Plan (as
defined in the Pooling and Servicing Agreement), except as provided in Section
6.02 of the Pooling and Servicing Agreement.
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.
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 as Exhibit G-2A, 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 Sponsor, 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.
* * *
B-P-3
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Banc of America Funding Corporation Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (collectively, the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Pooling and Servicing Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the 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 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement.
On each Distribution Date, the Securities Administrator shall distribute
out of the Certificate Account to each Certificateholder of record on the
related Record Date (other than respecting the final distribution) (a) by check
mailed to such Certificateholder entitled to receive a distribution on such
Distribution Date at the address appearing in the Certificate Register, or (b)
upon written request by the Holder of a Certificate (other than a Residual
Certificate), by wire transfer or by such other means of payment as such
Certificateholder and the 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
Article V of the Pooling and Servicing Agreement. The final distribution on each
Certificate will be made in like manner, but only upon presentation and
surrender of such Certificate to the 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
C-1
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 of
the Securities Administrator 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.
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 Trustee, the Securities Administrator or any such
agent shall be affected by any notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal Balance of
the Shifting Interest Mortgage Loans is less than 1% of the aggregate unpaid
principal balance of the Shifting Interest Mortgage Loans as of the Cut-off
Date, the Master Servicer has the option to purchase the Shifting Interest
Mortgage Loans and related REO Properties under the conditions set forth in
Section 10.01 of the Pooling and Servicing Agreement. On any Distribution Date
on which the aggregate Stated Principal Balance of the Group T2 Mortgage Loans
is less than 10% of the aggregate unpaid principal balance of the Group T2
Mortgage Loans as of the Cut-off Date, certain parties specified in the Pooling
and Servicing Agreement have the option to purchase the Group T2 Mortgage Loans
and related REO Properties under the conditions set forth in Section 10.01 of
the Pooling and Servicing Agreement. In the event that no such terminations
occur, 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
C-2
the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. Xxxxx, living on the date
thereof.
Any term used herein that is defined in the Pooling and Servicing Agreement
shall have the meaning assigned in the Pooling and Servicing Agreement, and
nothing herein shall be deemed inconsistent with that meaning.
C-3
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
C-4
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.
X-0
XXXXXXX X-0
LOAN GROUP 1 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted
by the Securities and Exchange Commission on May 30, 2007,
with a filing date of May 30, 2007 and accession number
0001379434-07-000105.]
X-0-0
XXXXXXX X-0
LOAN GROUP 2 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted
by the Securities and Exchange Commission on May 30, 2007,
with a filing date of May 30, 2007 and accession number
0001379434-07-000105.]
X-0-0
XXXXXXX X-0
LOAN GROUP 3 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted
by the Securities and Exchange Commission on May 30, 2007,
with a filing date of May 30, 2007 and accession number
0001379434-07-000105.]
X-0-0
XXXXXXX X-0
LOAN GROUP 4 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted
by the Securities and Exchange Commission on May 30, 2007,
with a filing date of May 30, 2007 and accession number
0001379434-07-000105.]
X-0-0
XXXXXXX X-0
LOAN GROUP 5 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted
by the Securities and Exchange Commission on May 30, 2007,
with a filing date of May 30, 2007 and accession number
0001379434-07-000105.]
X-0-0
XXXXXXX X-0
LOAN GROUP 6 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted
by the Securities and Exchange Commission on May 30, 2007,
with a filing date of May 30, 2007 and accession number
0001379434-07-000105.]
X-0-0
XXXXXXX X-0
LOAN GROUP 7 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted
by the Securities and Exchange Commission on May 30, 2007,
with a filing date of May 30, 2007 and accession number
0001379434-07-000105.]
X-0-0
XXXXXXX X-0
LOAN GROUP 8 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted
by the Securities and Exchange Commission on May 30, 2007,
with a filing date of May 30, 2007 and accession number
0001379434-07-000105.]
D-8-1
EXHIBIT D-T2
LOAN GROUP T2 MORTGAGE LOAN SCHEDULE
[Please see the Free Writing Prospectus filed and accepted
by the Securities and Exchange Commission on May 30, 2007,
with a filing date of May 30, 2007 and accession number
0001379434-07-000105.]
D-T2-1
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[Date]
To: U.S. Bank National Association
0000 Xxxxxxxxxxxx Xx., Xxxxx X
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Re: The Pooling and Servicing Agreement, dated May 31, 2007, among Banc of
America Funding Corporation, as Depositor, Xxxxx Fargo Bank, N.A., as
Securities Administrator and Master Servicer, and U.S. 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 Servicer)
Issuer:___________________________________________________
Address:__________________________________________________
__________________________________________________________
Date:_____________________________________________________
E-1
Custodian
---------
U.S. Bank National Association
Please acknowledge the execution of the above request by your signature and date
below:
__________________________________ ______________
Signature Date
Documents returned to Custodian:
__________________________________ ______________
Custodian Date
E-2
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
May 31, 2007
[_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated May 31, 2007, among Banc of America Funding Corporation, as Depositor,
Xxxxx Fargo Bank, N.A., as Securities Administrator and Master Servicer, and
U.S. Bank National Association, as Trustee.
[____________________],
By:_________________________________
Name:_______________________________
Title:______________________________
F-1
EXHIBIT G-1
FORM OF TRANSFEROR'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Corporate Trust Services - BAFC 2007-4
Re: Banc of America Funding Corporation, Mortgage Pass-Through Certificates,
Series 2007-4, Class ___, having an initial aggregate Certificate Balance
as of May 31, 2007 of $___________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated May 31, 2007, among Banc of America Funding Corporation, as
Depositor, Xxxxx Fargo Bank, N.A., as Securities Administrator and Master
Servicer, and U.S. 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
G-1-1
Section 5 of the 1933 Act or any state securities laws, or would require
registration or qualification of the Transferred Certificates pursuant to
the 1933 Act or any state securities laws.
Very truly yours,
____________________________________
(Transferor)
By:_________________________________
Name:_______________________________
Title:______________________________
G-1-2
EXHIBIT G-2A
FORM 1 OF TRANSFEREE'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Corporate Trust Services - BAFC 2007-4
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-4, Class ___, having an initial aggregate
Certificate Balance as of May 31, 2007 of $_________]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated May 31, 2007, among Banc of America Funding
Corporation, as Depositor, Xxxxx Fargo Bank, N.A., as Securities Administrator
and Master Servicer, and U.S. 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
G-2A-1
Transferred Certificate, and (f) all related matters, that it has
requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
____________________________________
(Transferor)
By:_________________________________
Name:_______________________________
Title:______________________________
G-2A-2
Nominee Acknowledgment
----------------------
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
____________________________________
(Nominee)
By:_________________________________
Name:_______________________________
Title:______________________________
G-2A-3
ANNEX 1 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [__________________] (the
"Transferor") Xxxxx Fargo Bank, N.A., as 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
_____________________
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and , in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
G-2A-4
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.
___ Broker-dealer. The Transferee is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934, as
amended.
___ Insurance Company. The Transferee is an insurance company
whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by
insurance companies and which is subject to supervision by the
insurance commissioner or a similar official or agency of a
state, U.S. territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any
agency or instrumentality of the state or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under
subsection (a)(1) of Rule 144A pursuant to which it qualifies.
Note that registered investment companies should complete
Annex 2 rather than this Annex 1.)
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
G-2A-5
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
___________________________________________
Print Name of Transferee
By:________________________________________
Name:______________________________________
Title:_____________________________________
Date:______________________________________
G-2A-6
ANNEX 2 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [_________________] (the
"Transferor") Xxxxx Fargo Bank, N.A., as 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).
G-2A-7
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
___________________________________________
Print Name of Transferee or Adviser
By:________________________________________
Name:______________________________________
Title:_____________________________________
IF AN ADVISER:
___________________________________________
Print Name of Transferee
By:________________________________________
Date:______________________________________
G-2A-8
EXHIBIT G-2B
FORM 2 OF TRANSFEREE'S CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Corporate Trust Services - BAFC 2007-4
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-4, Class ___, having an initial aggregate
Certificate Balance as of May 31, 2007 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[_________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
May 31, 2007, among Banc of America Funding Corporation, as Depositor, Xxxxx
Fargo Bank, N.A., as Securities Administrator and Master Servicer, and U.S. 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 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
G-2B-1
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, in the case of the Class N-B-4,
Class N-B-5, Class N-B-6, Class S-B-4, Class S-B-5 and Class S-B-6 Certificates
only, 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.
NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02
OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(d) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
G-2B-2
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
___________________________________________
(Transferee)
___________________________________________
Print Name of Transferee
By:________________________________________
Name:______________________________________
Title:_____________________________________
Date:______________________________________
G-2B-3
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
___________________________________________
(Nominee)
By:________________________________________
Name:______________________________________
Title:_____________________________________
G-2B-4
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR ERISA RESTRICTED CERTIFICATES
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Corporate Trust Services - BAFC 2007-4
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2007-4, Class ___, having an initial aggregate
Certificate Balance as of May 31, 2007 of $_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
May 31, 2007, among Banc of America Funding Corporation, as Depositor, Xxxxx
Fargo Bank, N.A., as Securities Administrator and Master Servicer, and U.S. 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 an employee benefit plan or arrangement, subject to Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a
Person acting on behalf of or using the assets of any such employee benefit plan
or arrangement (collectively, a "Plan") to effect the purchase of the
Transferred Certificates; or
(b) with respect to any ERISA Restricted Certificate other than a Class CE,
Class P or Class 1-A-R Certificate, it is an insurance company using funds from
an "insurance company general account" (as defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925 (July 12,
1995)), to purchase the Transferred Certificates and the purchase and holding of
the Transferred Certificates are covered by Section I and Section III of PTCE
95-60.
H-1
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:______________________________________
H-2
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF
RESIDUAL CERTIFICATE
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2007-4
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 May 31, 2007, among Banc of America Funding Corporation, as Depositor,
Xxxxx Fargo Bank, N.A., as Securities Administrator and Master Servicer, and
U.S. 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
I-1
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Residual Certificate including, without limitation, the restrictions on
subsequent transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 6.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the transfer
to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Residual Certificate, and in connection with any transfer by a Person for whom
the Transferee is acting as nominee, trustee or agent, and the Transferee will
not transfer the Residual Certificate or cause the Residual Certificate to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such transfer by the Transferee, the
Transferee agrees to deliver to the Securities Administrator a certificate
substantially in the form set forth in Exhibit Y to this Agreement (a
"Transferor Certificate") to the effect that such Transferee has no actual
knowledge that the Person to which the transfer is to be made is not a Permitted
Transferee and no reason to believe that the statements in such Person's
transfer affidavit are false.
7. The Transferee historically has paid its debts as they have become due,
and it intends to do so in the future.
8. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the Residual
Certificate.
9. The taxpayer identification number of the Transferee (or the
Transferee's nominee, if applicable) is ___________.
10. The Transferee is a (i) U.S. Person as defined in Code Section
7701(a)(30) or (ii) (A) the Transferee holds the Residual Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Securities Administrator with an effective
Internal Revenue Service Form W-8ECI (or successor thereto) or (B) the
Transferee has delivered 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 the Residual
Certificate will not be disregarded for federal income tax purposes.
11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
I-2
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
12. The Transferee will not cause income from the Residual Certificate to
be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other U.S.
Person.
13. If the Transferee is purchasing the Residual Certificate in a transfer
intended to meet the safe harbor provisions of Treasury Regulations Sections
1.860E-1(c), the Transferee has executed and attached Attachment A hereto.
14. The Transferee is not an employee benefit plan or arrangement, subject
to Title I of ERISA, or Section 4975 of the Code and the Transferee is not
acting on behalf of, or using assets of, such an employee benefit plan or
arrangement.
15. The Transferee understands that it may incur tax liabilities with
respect to the Residual Certificate in excess of cash flows generated thereby.
16. The Transferee intends to pay taxes associated with holding the
Residual Certificate as such taxes become due.
* * *
I-3
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.
__________________________________
Print Name of Transferee
By:_______________________________
Name:
Title:
Personally appeared before me the above-named
______________________________, known or proved to me to be the same person who
executed the foregoing instrument and to be the _______________________ of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.
Subscribed and sworn before me this _____ day of _______________________,
____
________________________________________
NOTARY PUBLIC
My Commission expires the ____ day of
______________, ____
I-4
ATTACHMENT A
to
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
Check the appropriate box:
[ ] The consideration paid to the Transferee to acquire the Residual
Certificate equals or exceeds the excess of (a) the present value of
the anticipated tax liabilities over (b) the present value of the
anticipated savings associated with holding such Residual Certificate,
in each case calculated in accordance with U.S. Treasury Regulations
Sections 1.860E-1(c)(7) and (8), computing present values using a
discount rate equal to the short-term Federal rate prescribed by
Section 1274(d) of the Code and the compounding period used by the
Transferee.
OR
--
[ ] The transfer of the Residual Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Transferee is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from Residual Certificate will only be taxed in the United
States;
(ii) at the time of the transfer, and at the close of the Transferee's
two fiscal years preceding the year of the transfer, the
Transferee had gross assets for financial reporting purposes
(excluding any obligation of a person related to the Transferee
within the meaning of U.S. Treasury Regulations Section
1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in
excess of $10 million;
(iii) the Transferee will transfer the Residual Certificate only to
another "eligible corporation," as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that
satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
Regulations;
(iv) the Transferee has determined the consideration paid to it to
acquire the Residual Certificate based on reasonable market
assumptions (including, but not limited to, borrowing and
investment rates, prepayment and loss assumptions, expense and
reinvestment assumptions, tax rates and other factors specific to
the Transferee) that it has determined in good faith; and
I-5
(v) in the event of any transfer of the Residual Certificate by the
Transferee, the Transferee will require its transferee to
complete a representation in the form of this Attachment A as a
condition of such transferee's purchase of the Residual
Certificate.
I-6
EXHIBIT J
LIST OF RECORDATION STATES
Florida
Maryland
J-1
EXHIBIT K
FORM OF INITIAL CERTIFICATION
May 31, 0000
Xxxx xx Xxxxxxx 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 2007-4
[Insert NIMS Insurer information, if applicable]
Re: The Pooling and Servicing Agreement, dated May 31, 2007 (the "Pooling
and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as securities administrator and as master servicer, and U.S.
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 undersigned, as [Trustee] [Custodian],
hereby certifies that, except as specified in any list of exceptions attached
hereto, it has received the original Mortgage Note relating to each of the
Mortgage Loans listed on the Mortgage Loan Schedule.
The [Trustee] [Custodian] has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement in connection with this Initial
Certification. The [Trustee] [Custodian] makes no representations as to: (i) the
validity, legality, sufficiency, enforceability, recordability or genuineness of
any of the documents contained in each Mortgage File or any of the Mortgage
Loans identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
K-1
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
[U.S. BANK NATIONAL ASSOCIATION,
as Trustee]
[_________________________,
as Custodian]
By:________________________________________
Name:______________________________________
Title:_____________________________________
K-2
EXHIBIT L
FORM OF FINAL CERTIFICATION
[---------- --, ----]
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 2007-4
[Insert NIMS Insurer information, if applicable]
Re: The Pooling and Servicing Agreement, dated May 31, 2007 (the "Pooling
and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as securities administrator and as master servicer, and U.S.
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 undersigned, as [Trustee] [Custodian],
hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan
Schedule, except as may be specified in any list of exceptions attached hereto,
such Mortgage File contains all of the items required to be delivered pursuant
to Section 2.01(b) of the Pooling and Servicing Agreement.
The [Trustee] [Custodian] has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement in connection with this Final
Certification. The [Trustee] [Custodian] makes no representations as to: (i) the
validity, legality, sufficiency, enforceability, recordability or genuineness of
any of the documents contained in each Mortgage File or any of the Mortgage
Loans identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
L-1
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
[U.S. BANK NATIONAL ASSOCIATION,
as Trustee]
[_________________________,
as Custodian]
By:________________________________________
Name:______________________________________
Title:_____________________________________
L-2
EXHIBIT M
Form of Xxxxxxxx-Xxxxx Certification
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2007-4
I, [________], a [_____________] of Banc of America Funding Corporation
(the "Depositor"), certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K of the Banc of America Funding 2007-4 Trust (the "Exchange Act
Periodic Reports");
2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole,
do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered
by this report is included in the Exchange Act Periodic Reports;
4. Based on my knowledge and the servicer compliance statements required in
this report under Item 1123 of Regulation AB, and except as disclosed in
the Exchange Act Periodic Reports, the servicers have fulfilled their
obligations under the servicing agreements in all material respects; and
5. All of the reports on assessment of compliance with the servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with Item
1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in
this report. Any material instances of noncompliance described in such
reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: [----------------------]
[_________], 20[__]
M-1
EXHIBIT N
Relevant Servicing Criteria
------------------------------------------------------------------------------------------------------------------------------------
Servicing Criteria Parties Responsible
------------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
------------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any Master Servicer and
performance or other triggers and events of default in Securities Administrator
accordance with the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third Master Servicer and
parties, policies and procedures are instituted to monitor the Securities Administrator
third party's performance and compliance with such
servicing activities.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a Not applicable
back-up servicer for the mortgage loans are maintained.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect Master Servicer
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of the
transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
Cash Collection and Administration
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the Master Servicer and
appropriate custodial bank accounts and related bank clearing Securities Administrator
accounts no more than two business days following receipt,
or such other number of days specified in the transaction
agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor Master Servicer and
or to an investor are made only by authorized personnel. Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash Master Servicer and
flows or distributions, and any interest or other fees charged Securities Administrator
for such advances, are made, reviewed and approved as
specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve Master Servicer and
accounts or accounts established as a form of Securities Administrator
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
agreements.
------------------------------------------------------------------------------------------------------------------------------------
N-1
------------------------------------------------------------------------------------------------------------------------------------
Servicing Criteria Parties Responsible
------------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
------------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured Master Servicer and
depository institution as set forth in the transaction Securities Administrator
agreements. For purposes of this criterion, "federally insured
depository institution" with respect to a foreign financial
institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent Master Servicer and
unauthorized access. Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset- Master Servicer and
backed securities related bank accounts, including custodial Securities Administrator
accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B) prepared
within 30 calendar days after the bank statement cutoff date,
or such other number of days specified in the transaction
agreements; (C) reviewed and approved by someone other
than the person who prepared the reconciliation; and (D)
contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of
their original identification, or such other number of
days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Master Servicer and
Commission, are maintained in accordance with the Securities Administrator
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the
transaction agreements; (B) provide information calculated in
accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid principal balance and
number of mortgage loans serviced by the Servicer.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in Master Servicer and
accordance with timeframes, distribution priority and other Securities Administrator
terms set forth in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two Master Servicer and
business days to the Servicer's investor records, or such other Securities Administrator
number of days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree Master Servicer and
with cancelled checks, or other form of payment, or custodial Securities Administrator
bank statements.
------------------------------------------------------------------------------------------------------------------------------------
N-2
------------------------------------------------------------------------------------------------------------------------------------
Servicing Criteria Parties Responsible
------------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
------------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Pool Asset Administration
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as Custodian
required by the transaction agreements or related mortgage
loan documents.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as Custodian
required by the transaction agreements
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any
conditions or requirements in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are
posted to the Servicer's obligor records maintained no more
than two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree
with the Servicer's records with respect to an obligor's
unpaid principal balance.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are
made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related pool
asset documents.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other
requirements established by the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained
during the period a mortgage loan is delinquent in
accordance with the transaction agreements. Such records
are maintained on at least a monthly basis, or such other
period specified in the transaction agreements, and describe
the entity's activities in monitoring delinquent mortgage
loans including, for example, phone calls, letters and
payment rescheduling plans in cases where delinquency is
deemed temporary (e.g., illness or unemployment).
------------------------------------------------------------------------------------------------------------------------------------
N-3
------------------------------------------------------------------------------------------------------------------------------------
Servicing Criteria Parties Responsible
------------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
------------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage
loans with variable rates are computed based on the related
mortgage loan documents.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as
escrow accounts): (A) such funds are analyzed, in
accordance with the obligor's mortgage loan documents, on
at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage
loan documents and state laws; and (C) such funds are
returned to the obligor within 30 calendar days of full
repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such support
has been received by the servicer at least 30 calendar days
prior to these dates, or such other number of days specified in
the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment
to be made on behalf of an obligor are paid from the
servicer's funds and not charged to the obligor, unless the
late payment was due to the obligor's error or omission.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted
within two business days to the obligor's records maintained
by the servicer, or such other number of days specified in the
transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are Master Servicer and
recognized and recorded in accordance with the transaction Securities Administrator
agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in Master Servicer and
Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, Securities Administrator
is maintained as set forth in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
N-4
EXHIBIT O
Additional Form 10-D Disclosure
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-D DISCLOSURE
------------------------------------------------------------------------------------------------------------------------------------
Item on Form 10-D Party Responsible
------------------------------------------------------------------------------------------------------------------------------------
Item 1: Distribution and Pool Master Servicer
Performance Information Securities Administrator
Depositor
Any information required by 1121 which is NOT
included on the Monthly Statement
------------------------------------------------------------------------------------------------------------------------------------
Item 2: Legal Proceedings
Any legal proceeding pending against the
following entities or their respective property,
that is material to Certificateholders, including
any proceedings known to be contemplated by
governmental authorities:
------------------------------------------------------------------------------------------------------------------------------------
o Issuing Entity (Trust Fund) Trustee, Master Servicer, Securities Administrator
and Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Sponsor (Seller) Seller (if a party to the Pooling and Servicing
Agreement) or Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Depositor Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Trustee Trustee
------------------------------------------------------------------------------------------------------------------------------------
o Securities Administrator Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
o Master Servicer Master Servicer
------------------------------------------------------------------------------------------------------------------------------------
o Custodian Custodian
------------------------------------------------------------------------------------------------------------------------------------
o 1110(b) Originator Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Any 1108(a)(2) Servicer (other than the Master Servicer or Securities Master Servicer
Administrator)
------------------------------------------------------------------------------------------------------------------------------------
o Any other party contemplated by 1100(d)(1) Depositor
------------------------------------------------------------------------------------------------------------------------------------
Item 3: Sale of Securities and Use of Depositor
Proceeds
Information from Item 2(a) of Part II of Form
10-Q:
With respect to any sale of securities by the
sponsor, depositor or issuing entity, that are
backed by the same asset pool or are otherwise
issued by the issuing entity, whether or not
registered, provide the sales and use of proceeds
information in Item 701 of Regulation S-K.
Pricing information can be omitted if securities
were not registered.
------------------------------------------------------------------------------------------------------------------------------------
Item 4: Defaults Upon Senior Securities Securities Administrator
Information from Item 3 of Part II of Form 10-Q:
------------------------------------------------------------------------------------------------------------------------------------
O-1
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-D DISCLOSURE
------------------------------------------------------------------------------------------------------------------------------------
Item on Form 10-D Party Responsible
------------------------------------------------------------------------------------------------------------------------------------
Report the occurrence of any Event of Default
(after expiration of any grace period and
provision of any required notice)
------------------------------------------------------------------------------------------------------------------------------------
Item 5: Submission of Matters to a Vote
of Security Holders Securities Administrator
Information from Item 4 of Part II of Form 10-Q
------------------------------------------------------------------------------------------------------------------------------------
Item 6: Significant Obligors of Pool Depositor
Assets
Item 1112(b) - Significant Obligor Financial
Information*
------------------------------------------------------------------------------------------------------------------------------------
*This information need only be reported on the
Form 10-D for the distribution period in which
updated information is required pursuant to the
Item.
------------------------------------------------------------------------------------------------------------------------------------
Item 7: Significant Enhancement
Provider Information
Item 1114(b)(2) - Credit Enhancement Provider
Financial Information*
------------------------------------------------------------------------------------------------------------------------------------
o Determining applicable disclosure threshold Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
o Requesting required financial information or Securities Administrator
effecting incorporation by reference
------------------------------------------------------------------------------------------------------------------------------------
Item 1115(b) - Derivative Counterparty
Financial Information*
------------------------------------------------------------------------------------------------------------------------------------
o Determining current maximum probable eSPOsure Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Determining current significance percentage Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
o Requesting required financial information or Securities Administrator
effecting incorporation by reference
------------------------------------------------------------------------------------------------------------------------------------
*This information need only be reported on the
Form 10-D for the distribution period in which
updated information is required pursuant to the
Items.
------------------------------------------------------------------------------------------------------------------------------------
Item 8: Other Information Any party responsible for the applicable Form 8-
K Disclosure item
Disclose any information required to be reported
on Form 8-K during the period covered by the
Form 10-D but not reported
------------------------------------------------------------------------------------------------------------------------------------
Item 9: Exhibits
------------------------------------------------------------------------------------------------------------------------------------
Monthly Statement to Certificateholders Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
Exhibits required by Item 601 of Regulation S-K, Depositor
such as material agreements
------------------------------------------------------------------------------------------------------------------------------------
O-2
EXHIBIT P
Additional Form 10-K Disclosure
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-k DISCLOSURE
------------------------------------------------------------------------------------------------------------------------------------
Item on Form 10-k Party Responsible
------------------------------------------------------------------------------------------------------------------------------------
Item 9B: Other Information Any party responsible for disclosure items on
Disclose any information required to be reported Form 8-K
on Form 8-K during the fourth quarter covered
by the Form 10-K but not reported
------------------------------------------------------------------------------------------------------------------------------------
Item 15: Exhibits, Financial Statement Securities Administrator
Schedules Depositor
------------------------------------------------------------------------------------------------------------------------------------
Reg AB Item 1112(b): Significant
Obligors of Pool Assets
------------------------------------------------------------------------------------------------------------------------------------
Significant Obligor Financial Information* Depositor
------------------------------------------------------------------------------------------------------------------------------------
*This information need only be reported on the
Form 10-D for the distribution period in which
updated information is required pursuant to the
Item.
------------------------------------------------------------------------------------------------------------------------------------
Reg AB Item 1114(b)(2): Credit
Enhancement Provider Financial
Information
------------------------------------------------------------------------------------------------------------------------------------
o Determining applicable disclosure threshold Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
o Requesting required financial information or Securities Administrator
effecting incorporation by reference
------------------------------------------------------------------------------------------------------------------------------------
*This information need only be reported on the
Form 10-D for the distribution period in which
updated information is required pursuant to the
Items.
------------------------------------------------------------------------------------------------------------------------------------
Reg AB Item 1115(b): Derivative
Counterparty Financial Information
------------------------------------------------------------------------------------------------------------------------------------
o Determining current maximum probable eSPOsure Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Determining current significance percentage Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
o Requesting required financial information or Securities Administrator
effecting incorporation by reference
------------------------------------------------------------------------------------------------------------------------------------
*This information need only be reported on the \
Form 10-D for the distribution period in which
updated information is required pursuant to the
Items.
------------------------------------------------------------------------------------------------------------------------------------
Reg AB Item 1117: Legal Proceedings
Any legal proceeding pending against the
following entities or their respective property,
that is material to Certificateholders, including
any proceedings known to be contemplated by
governmental authorities:
------------------------------------------------------------------------------------------------------------------------------------
o Issuing Entity (Trust Fund) Trustee, Master Servicer, Securities Administrator
and Depositor
------------------------------------------------------------------------------------------------------------------------------------
P-1
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-k DISCLOSURE
------------------------------------------------------------------------------------------------------------------------------------
Item on Form 10-k Party Responsible
------------------------------------------------------------------------------------------------------------------------------------
o Sponsor (Seller) Seller (if a party to the Pooling and Servicing
Agreement) or Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Depositor Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Trustee Trustee
------------------------------------------------------------------------------------------------------------------------------------
o Securities Administrator Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
o Master Servicer Master Servicer
------------------------------------------------------------------------------------------------------------------------------------
o Custodian Custodian
------------------------------------------------------------------------------------------------------------------------------------
o 1110(b) Originator Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Any 1108(a)(2) Servicer (other than the Master Master Servicer
Servicer or Securities Administrator)
------------------------------------------------------------------------------------------------------------------------------------
o Any other party contemplated by 1100(d)(1) Depositor
------------------------------------------------------------------------------------------------------------------------------------
Reg AB Item 1119: Affiliations and
Relationships
------------------------------------------------------------------------------------------------------------------------------------
Whether (a) the Sponsor (Seller), Depositor or Depositor as to (a)
Issuing Entity is an affiliate of the following Sponsor/Seller as to (a)
parties, and (b) to the extent known and material,
any of the following parties are affiliated
with one another:
------------------------------------------------------------------------------------------------------------------------------------
o Master Servicer Master Servicer
------------------------------------------------------------------------------------------------------------------------------------
o Securities Administrator Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
o Trustee Trustee
------------------------------------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer Master Servicer
------------------------------------------------------------------------------------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
Whether there are any "outside the ordinary Depositor as to (a)
course business arrangements" other than would Sponsor/Seller as to (a)
be obtained in an arm's length transaction
between (a) the Sponsor (Seller), Depositor or
Issuing Entity on the one hand, and (b) any of the
following parties (or their affiliates) on the other
hand, that exist currently or within the past two
years and that are material to a
Certificateholder's understanding of the
Certificates:
------------------------------------------------------------------------------------------------------------------------------------
o Master Servicer Master Servicer
------------------------------------------------------------------------------------------------------------------------------------
o Securities Administrator Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
o Trustee Trustee
------------------------------------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer Master Servicer
------------------------------------------------------------------------------------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
P-2
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-k DISCLOSURE
------------------------------------------------------------------------------------------------------------------------------------
Item on Form 10-k Party Responsible
------------------------------------------------------------------------------------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
Whether there are any specific relationships Depositor as to (a)
involving the transaction or the pool assets Sponsor/Seller as to (a)
between (a) the Sponsor (Seller), Depositor or
Issuing Entity on the one hand, and (b) any of the
following parties (or their affiliates) on the other
hand, that exist currently or within the past two
years and that are material:
------------------------------------------------------------------------------------------------------------------------------------
o Master Servicer Master Servicer
------------------------------------------------------------------------------------------------------------------------------------
o Securities Administrator Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
o Trustee Trustee
------------------------------------------------------------------------------------------------------------------------------------
o Any other 1108(a)(3) servicer Master Servicer
------------------------------------------------------------------------------------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
------------------------------------------------------------------------------------------------------------------------------------
P-3
EXHIBIT Q
Form 8-K Disclosure Information
------------------------------------------------------------------------------------------------------------------------------------
FORM 8-K DISCLOSURE INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
Item on Form 8-K Party Responsible
------------------------------------------------------------------------------------------------------------------------------------
Item 1.01- Entry into a Material Definitive All parties, but only to the extent they are a party
Agreement
Disclosure is required regarding entry into
or amendment of any definitive agreement that is
material to the securitization, even if depositor is
not a party.
Examples: servicing agreement, custodial
agreement.
Note: disclosure not required as to definitive
agreements that are fully disclosed in the
prospectus
------------------------------------------------------------------------------------------------------------------------------------
Item 1.02- Termination of a Material All parties, but only to the extent they are a party
Definitive Agreement
Disclosure is required regarding termination of
any definitive agreement that is material to the
securitization (other than expiration in
accordance with its terms), even if depositor is
not a party.
Examples: servicing agreement, custodial
agreement.
------------------------------------------------------------------------------------------------------------------------------------
Item 1.03- Bankruptcy or Receivership Depositor
Disclosure is required regarding the bankruptcy
or receivership, with respect to any of the
following:
------------------------------------------------------------------------------------------------------------------------------------
o Sponsor (Seller) Depositor/Sponsor (Seller)
------------------------------------------------------------------------------------------------------------------------------------
o Depositor Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Master Servicer Master Servicer
------------------------------------------------------------------------------------------------------------------------------------
o Affiliated Servicer Master Servicer
------------------------------------------------------------------------------------------------------------------------------------
o Other Servicer servicing 20% or more of the pool assets at the time of Master Servicer
the report
------------------------------------------------------------------------------------------------------------------------------------
o Other material servicers Master Servicer
------------------------------------------------------------------------------------------------------------------------------------
o Trustee Trustee
------------------------------------------------------------------------------------------------------------------------------------
o Securities Administrator Securities Administrator
------------------------------------------------------------------------------------------------------------------------------------
o Significant Obligor Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Credit Enhancer (10% or more) Depositor
------------------------------------------------------------------------------------------------------------------------------------
o Derivative Counterparty Depositor
------------------------------------------------------------------------------------------------------------------------------------
Q-1
------------------------------------------------------------------------------------------------------------------------------------
FORM 8-K DISCLOSURE INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
Item on Form 8-K Party Responsible
------------------------------------------------------------------------------------------------------------------------------------
o Custodian Custodian
------------------------------------------------------------------------------------------------------------------------------------
Item 2.04- Triggering Events that Depositor
Accelerate or Increase a Direct Financial Master Servicer
Obligation or an Obligation under an Off- Securities Administrator
Balance Sheet Arrangement
Includes an early amortization, performance
trigger or other event, including event of default,
that would materially alter the payment
priority/distribution of cash flows/amortization
schedule.
Disclosure will be made of events other than
waterfall triggers which are disclosed in the
monthly statements to the certificateholders.
------------------------------------------------------------------------------------------------------------------------------------
Item 3.03- Material Modification to Rights Securities Administrator
of Security Holders Trustee
Depositor
Disclosure is required of any material (with respect to each, only to the extent they are
modification to documents defining the rights of a party)
Certificateholders, including the Pooling and
Servicing Agreement.
------------------------------------------------------------------------------------------------------------------------------------
Item 5.03- Amendments of Articles of Depositor
Incorporation or Bylaws; Change of Fiscal
Year
Disclosure is required of any amendment "to the
governing documents of the issuing entity".
------------------------------------------------------------------------------------------------------------------------------------
Item 6.01- ABS Informational and Depositor
Computational Material
------------------------------------------------------------------------------------------------------------------------------------
Item 6.02- Change of Servicer or Master Servicer/Securities
Securities Administrator Administrator/Depositor
Requires disclosure of any removal, replacement,
substitution or addition of any Master Servicer,
affiliated servicer, other servicer servicing 10%
or more of pool assets at time of report, other
material servicers or trustee.
------------------------------------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new Master Master Servicer
Servicer is also required.
------------------------------------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new Trustee is also Trustee
required.
------------------------------------------------------------------------------------------------------------------------------------
Item 6.03- Change in Credit Enhancement Depositor/Securities Administrator
or External Support
Covers termination of any enhancement in
manner other than by its terms, the addition of an
------------------------------------------------------------------------------------------------------------------------------------
Q-2
------------------------------------------------------------------------------------------------------------------------------------
FORM 8-K DISCLOSURE INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
Item on Form 8-K Party Responsible
------------------------------------------------------------------------------------------------------------------------------------
enhancement, or a material change in the
enhancement provided. Applies to external
credit enhancements as well as derivatives.
------------------------------------------------------------------------------------------------------------------------------------
Reg AB disclosure about any new enhancement Depositor
provider is also required.
------------------------------------------------------------------------------------------------------------------------------------
Item 6.04- Failure to Make a Required Securities Administrator
Distribution
------------------------------------------------------------------------------------------------------------------------------------
Item 6.05- Securities Act Updating Depositor
Disclosure
If any material pool characteristic differs by 5%
or more at the time of issuance of the securities
from the description in the final prospectus,
provide updated Reg AB disclosure about the
actual asset pool.
------------------------------------------------------------------------------------------------------------------------------------
If there are any new servicers or originators Depositor
required to be disclosed under Regulation AB as
a result of the foregoing, provide the information
called for in Items 1108 and 1110 respectively.
------------------------------------------------------------------------------------------------------------------------------------
Item 7.01- Reg FD Disclosure Depositor
------------------------------------------------------------------------------------------------------------------------------------
Item 8.01- Other Events Depositor
Any event, with respect to which information is
not otherwise called for in Form 8-K, that the
registrant deems of importance to
certificateholders.
------------------------------------------------------------------------------------------------------------------------------------
Item 9.01- Financial Statements and Responsible party for reporting/disclosing the
Exhibits financial statement or exhibit
------------------------------------------------------------------------------------------------------------------------------------
Q-3
EXHIBIT R
Form of Back-up Certification
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2007-4
The [________] hereby certifies to the Depositor, and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the fiscal year
[____] (the "Annual Report"), and all reports on Form 10-D required to be filed
in respect of period covered by the Annual Report (collectively with the Annual
Report, the "Reports"), of the Trust;
2. To my knowledge, (a) the Reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by the
Annual Report, and (b) the [___________]'s assessment of compliance and related
attestation report referred to below, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by such
assessment of compliance and attestation report;
3. To my knowledge, the distribution information required to be provided by
the [__________] under the Pooling and Servicing Agreement for inclusion in the
Reports is included in the Reports;
4. I am responsible for reviewing the activities performed by the
[_________] under the Pooling and Servicing Agreement, and based on my knowledge
and the compliance review conducted in preparing the compliance statement of the
[_________] required by the Pooling and Servicing Agreement, and except as
disclosed in the Reports, the [_________] has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and
5. The report on assessment of compliance with servicing criteria
applicable to the [_________] for asset-backed securities of the [_________] and
each Subcontractor utilized by the [_________] and related attestation report on
assessment of compliance with servicing criteria applicable to it required to be
included in the Annual Report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit to the
Annual Report. Any material instances of non-compliance are described in such
report and have been disclosed in the Annual Report.
In giving the certifications above, the [_________] has reasonably relied
on information provided to it by the following unaffiliated parties: [names of
servicer(s), master servicer, subservicer, depositor, trustee, custodian(s)]
R-1
Date: _____________
[_________________________]
as [______________]
By:________________________
Name:
Title:
R-2
EXHIBIT S
Form of Additional Disclosure Notification
**SEND VIA FAX TO 000-000-0000 AND VIA EMAIL TO
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx AND VIA OVERNIGHT MAIL TO THE
ADDRESSES IMMEDIATELY BELOW**
Xxxxx Fargo Bank, N.A., as Securities Administrator
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Corporate Trust Services- BAFC 2007-4--SEC REPORT PROCESSING
with a copy to:
Banc of America Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: General Counsel and Chief Financial Officer
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Section [ ] of the Pooling and Servicing Agreement, dated as
of [ ][ ], 2006, among [ ], as [ ], [ ], as [ ], [ ], as [ ] and [ ], as [ ].
the undersigned, as [ ], hereby notifies you that certain events have come to
our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
------------------------------------------------------------
S-1
List of any Attachments hereto to be included in the Additional Form
--------------------------------------------------------------------------------
[10-D][10-K][8-K] Disclosure:
-----------------------------
Any inquiries related to this notification should be directed to [ ], phone
number: [ ]; email address: [ ].
[NAME OF PARTY],
as [role]
By: _____________________________
Name:
Title:
S-2
EXHIBIT T-1
Class 2-A-10 Interest Rate Cap Agreement
[Included as Exhibit 10.6 to the Current Report on Form 8-K
pursuant to which this Pooling and Servicing Agreement is filed.]
T-1-1
EXHIBIT T-2
Class T-A-4 and Class T-A-7 Interest Rate Cap Agreement
[Included as Exhibit 10.7 to the Current Report on Form 8-K
pursuant to which this Pooling and Servicing Agreement is filed.]
T-2-1
EXHIBIT U-1
Interest Rate Swap Agreement 1
[Included as Exhibit 10.8 to the Current Report on Form 8-K
pursuant to which this Pooling and Servicing Agreement is filed.]
U-1-1
EXHIBIT U-2
Interest Rate Swap Agreement 2
[Included as Exhibit 10.9 to the Current Report on Form 8-K
pursuant to which this Pooling and Servicing Agreement is filed.]
U-2-1
EXHIBIT V
Form of Transferor Certificate Regarding Transfer of Residual Certificate
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Corporate Trust Services - BAFC 0000-0
Xxxx xx Xxxxxxx Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: BAFC Mortgage Pass-Through Certificates, Series 2007-4
Ladies and Gentlemen:
In connection with our disposition of the BAFC Mortgage Pass-Through
Certificates, Series 2007-4, Class 1-A-R Certificate (the "Residual
Certificate"), we certify that we have no knowledge that the transferee is not a
Permitted Transferee and we have no reason to believe that the statements made
in the transferee's Affidavit Regarding Transfer of Residual Certificate are
false.
Very truly yours,
[_____________________________]
V-1
EXHIBIT W
Principal Balance Schedules
Distribution Date PAC Certificates TAC Certificates
--------------------------------------------------------------------------------
Initial Balance 62,108,000.00 41,625,000.00
June 25, 2007 61,968,885.00 41,504,038.26
July 25, 2007 61,803,977.39 41,336,671.10
August 25, 2007 61,613,317.74 41,122,937.84
September 25, 2007 61,396,963.07 40,862,988.88
October 25, 2007 61,154,986.86 40,557,086.60
November 25, 2007 60,887,479.01 40,205,605.93
December 25, 2007 60,594,545.85 39,809,034.51
January 25, 2008 60,276,310.10 39,367,972.54
February 25, 2008 59,932,910.78 38,883,132.22
March 25, 2008 59,564,503.16 38,355,336.90
April 25, 2008 59,171,258.65 37,785,519.75
May 25, 2008 58,753,364.71 37,174,722.14
June 25, 2008 58,311,024.69 36,524,091.66
July 25, 2008 57,844,457.72 35,834,879.69
August 25, 2008 57,353,898.49 35,108,438.72
September 25, 2008 56,839,597.15 34,346,219.16
October 25, 2008 56,301,819.05 33,549,765.94
November 25, 2008 55,740,844.53 32,720,714.74
December 25, 2008 55,156,968.72 31,860,787.81
January 25, 2009 54,550,501.27 30,971,789.51
February 25, 2009 53,921,766.11 30,055,601.61
March 25, 2009 53,271,101.11 29,114,178.22
April 25, 2009 52,598,857.89 28,149,540.40
May 25, 2009 51,905,401.40 27,163,770.68
June 25, 2009 51,191,117.95 26,159,021.17
July 25, 2009 50,456,398.10 25,137,478.54
August 25, 2009 49,701,693.59 24,101,454.85
September 25, 2009 48,929,863.96 23,057,319.66
October 25, 2009 48,151,631.11 22,024,406.53
November 25, 2009 47,378,055.56 21,021,651.17
December 25, 2009 46,609,639.66 20,049,313.74
January 25, 2010 45,846,350.14 19,106,722.91
February 25, 2010 45,088,153.94 18,193,221.00
March 25, 2010 44,335,018.23 17,308,163.76
April 25, 2010 43,586,910.39 16,450,920.06
May 25, 2010 42,843,798.00 15,620,871.68
June 25, 2010 42,105,648.88 14,817,412.97
July 25, 2010 41,372,431.03 14,039,950.72
August 25, 2010 40,644,112.67 13,287,903.82
September 25, 2010 39,920,662.23 12,560,703.03
October 25, 2010 39,202,048.35 11,857,790.79
November 25, 2010 38,488,239.87 11,178,620.93
December 25, 2010 37,779,205.82 10,522,658.51
January 25, 2011 37,074,915.46 9,889,379.52
February 25, 2011 36,375,338.24 9,278,270.71
March 25, 2011 35,680,443.78 8,688,829.40
April 25, 2011 34,990,201.95 8,120,563.19
May 25, 2011 34,304,582.78 7,572,989.84
June 25, 2011 33,623,556.50 7,045,637.01
W-1
Distribution Date PAC Certificates TAC Certificates
--------------------------------------------------------------------------------
July 25, 2011 32,947,093.55 6,538,042.09
August 25, 2011 32,275,164.56 6,049,751.98
September 25, 2011 31,607,740.33 5,580,322.95
October 25, 2011 30,944,791.87 5,129,320.40
November 25, 2011 30,286,290.39 4,696,318.70
December 25, 2011 29,632,207.26 4,280,901.04
January 25, 2012 28,982,514.06 3,882,659.18
February 25, 2012 28,337,182.54 3,501,193.36
March 25, 2012 27,696,184.65 3,136,112.08
April 25, 2012 27,059,492.51 2,787,031.95
May 25, 2012 26,427,078.43 2,453,577.53
June 25, 2012 25,836,942.39 2,205,006.73
July 25, 2012 25,250,948.55 1,970,726.97
August 25, 2012 24,669,069.86 1,750,389.36
September 25, 2012 24,091,279.42 1,543,652.32
October 25, 2012 23,517,550.52 1,350,181.42
November 25, 2012 22,947,856.60 1,169,649.29
December 25, 2012 22,382,171.31 1,001,735.39
January 25, 2013 21,820,468.45 846,125.94
February 25, 2013 21,262,721.99 702,513.78
March 25, 2013 20,708,906.08 570,598.20
April 25, 2013 20,158,995.04 450,084.83
May 25, 2013 19,612,963.35 340,685.54
June 25, 2013 19,083,181.19 263,058.67
July 25, 2013 18,557,165.88 195,567.32
August 25, 2013 18,034,892.56 137,946.09
September 25, 2013 17,516,336.55 89,935.25
October 25, 2013 17,001,473.34 51,280.62
November 25, 2013 16,490,278.54 21,733.53
December 25, 2013 15,982,727.97 1,050.62
January 25, 2014 15,478,797.57 -
February 25, 2014 14,978,463.46 -
March 25, 2014 14,486,278.17 -
April 25, 2014 14,005,584.34 -
May 25, 2014 13,536,140.36 -
June 25, 2014 13,138,144.64 -
July 25, 2014 12,749,686.38 -
August 25, 2014 12,370,557.10 -
September 25, 2014 12,000,552.68 -
October 25, 2014 11,639,473.26 -
November 25, 2014 11,287,123.12 -
December 25, 2014 10,943,310.66 -
January 25, 2015 10,607,848.27 -
February 25, 2015 10,280,552.24 -
March 25, 2015 9,961,242.74 -
April 25, 2015 9,649,743.66 -
May 25, 2015 9,345,882.63 -
June 25, 2015 9,101,640.12 -
July 25, 2015 8,863,202.30 -
August 25, 2015 8,630,439.15 -
September 25, 2015 8,403,223.46 -
October 25, 2015 8,181,430.76 -
November 25, 2015 7,964,939.27 -
December 25, 2015 7,753,629.82 -
January 25, 2016 7,547,385.85 -
W-2
Distribution Date PAC Certificates TAC Certificates
--------------------------------------------------------------------------------
February 25, 2016 7,346,093.27 -
March 25, 2016 7,149,640.50 -
April 25, 2016 6,957,918.34 -
May 25, 2016 6,770,819.98 -
June 25, 2016 6,631,055.38 -
July 25, 2016 6,494,124.53 -
August 25, 2016 6,359,970.66 -
September 25, 2016 6,228,538.14 -
October 25, 2016 6,099,772.41 -
November 25, 2016 5,973,620.05 -
December 25, 2016 5,850,028.67 -
January 25, 2017 5,728,946.90 -
February 25, 2017 5,610,324.44 -
March 25, 2017 5,494,095.72 -
April 25, 2017 5,378,974.50 -
May 25, 2017 5,264,898.57 -
June 25, 2017 5,153,134.05 -
July 25, 2017 5,043,677.03 -
August 25, 2017 4,936,480.70 -
September 25, 2017 4,831,499.22 -
October 25, 2017 4,728,687.65 -
November 25, 2017 4,628,001.96 -
December 25, 2017 4,529,398.99 -
January 25, 2018 4,432,836.45 -
February 25, 2018 4,338,272.92 -
March 25, 2018 4,245,667.77 -
April 25, 2018 4,154,981.23 -
May 25, 2018 4,066,174.29 -
June 25, 2018 3,979,208.73 -
July 25, 2018 3,894,047.13 -
August 25, 2018 3,810,652.77 -
September 25, 2018 3,728,989.71 -
October 25, 2018 3,649,022.71 -
November 25, 2018 3,570,717.24 -
December 25, 2018 3,494,039.47 -
January 25, 2019 3,418,956.23 -
February 25, 2019 3,345,435.06 -
March 25, 2019 3,273,444.10 -
April 25, 2019 3,202,952.17 -
May 25, 2019 3,133,928.70 -
June 25, 2019 3,066,343.73 -
July 25, 2019 3,000,167.91 -
August 25, 2019 2,935,372.49 -
September 25, 2019 2,871,929.28 -
October 25, 2019 2,809,810.66 -
November 25, 2019 2,748,989.59 -
December 25, 2019 2,689,439.54 -
January 25, 2020 2,631,134.53 -
February 25, 2020 2,574,049.12 -
March 25, 2020 2,518,158.35 -
April 25, 2020 2,463,437.78 -
May 25, 2020 2,409,863.48 -
June 25, 2020 2,357,411.96 -
July 25, 2020 2,306,060.24 -
August 25, 2020 2,255,785.79 -
W-3
Distribution Date PAC Certificates TAC Certificates
--------------------------------------------------------------------------------
September 25, 2020 2,206,566.54 -
October 25, 2020 2,158,380.85 -
November 25, 2020 2,111,207.54 -
December 25, 2020 2,065,025.84 -
January 25, 2021 2,019,815.40 -
February 25, 2021 1,975,556.30 -
March 25, 2021 1,932,228.99 -
April 25, 2021 1,889,814.34 -
May 25, 2021 1,848,293.60 -
June 25, 2021 1,807,648.40 -
July 25, 2021 1,767,860.74 -
August 25, 2021 1,728,912.98 -
September 25, 2021 1,690,787.84 -
October 25, 2021 1,653,468.39 -
November 25, 2021 1,616,938.05 -
December 25, 2021 1,581,180.57 -
January 25, 2022 1,546,180.01 -
February 25, 2022 1,511,920.78 -
March 25, 2022 1,478,387.60 -
April 25, 2022 1,445,491.94 -
May 25, 2022 1,413,088.08 -
June 25, 2022 1,381,266.44 -
July 25, 2022 1,350,125.58 -
August 25, 2022 1,319,651.37 -
September 25, 2022 1,289,829.99 -
October 25, 2022 1,260,647.87 -
November 25, 2022 1,232,091.73 -
December 25, 2022 1,204,148.58 -
January 25, 2023 1,176,805.65 -
February 25, 2023 1,150,050.46 -
March 25, 2023 1,123,870.80 -
April 25, 2023 1,098,254.66 -
May 25, 2023 1,073,190.32 -
June 25, 2023 1,048,666.29 -
July 25, 2023 1,024,671.29 -
August 25, 2023 1,001,194.29 -
September 25, 2023 978,224.49 -
October 25, 2023 955,751.29 -
November 25, 2023 933,764.33 -
December 25, 2023 912,253.45 -
January 25, 2024 891,208.70 -
February 25, 2024 870,620.33 -
March 25, 2024 850,478.78 -
April 25, 2024 830,774.72 -
May 25, 2024 811,498.96 -
June 25, 2024 792,642.55 -
July 25, 2024 774,196.69 -
August 25, 2024 756,152.76 -
September 25, 2024 738,502.34 -
October 25, 2024 721,237.16 -
November 25, 2024 704,349.14 -
December 25, 2024 687,830.33 -
January 25, 2025 671,672.99 -
February 25, 2025 655,869.51 -
March 25, 2025 640,412.43 -
W-4
Distribution Date PAC Certificates TAC Certificates
--------------------------------------------------------------------------------
April 25, 2025 625,294.47 -
May 25, 2025 610,508.48 -
June 25, 2025 596,047.46 -
July 25, 2025 581,904.55 -
August 25, 2025 568,073.05 -
September 25, 2025 554,546.37 -
October 25, 2025 541,318.08 -
November 25, 2025 528,381.87 -
December 25, 2025 515,731.56 -
January 25, 2026 503,361.10 -
February 25, 2026 491,264.56 -
March 25, 2026 479,436.14 -
April 25, 2026 467,870.16 -
May 25, 2026 456,561.05 -
June 25, 2026 445,503.36 -
July 25, 2026 434,691.75 -
August 25, 2026 424,120.99 -
September 25, 2026 413,785.95 -
October 25, 2026 403,681.63 -
November 25, 2026 393,803.12 -
December 25, 2026 384,145.59 -
January 25, 2027 374,704.35 -
February 25, 2027 365,474.77 -
March 25, 2027 356,452.35 -
April 25, 2027 347,632.65 -
May 25, 2027 339,011.35 -
June 25, 2027 330,584.20 -
July 25, 2027 322,347.05 -
August 25, 2027 314,295.83 -
September 25, 2027 306,426.56 -
October 25, 2027 298,735.34 -
November 25, 2027 291,218.34 -
December 25, 2027 283,871.83 -
January 25, 2028 276,692.15 -
February 25, 2028 269,675.69 -
March 25, 2028 262,818.97 -
April 25, 2028 256,118.53 -
May 25, 2028 249,571.01 -
June 25, 2028 243,173.11 -
July 25, 2028 236,921.61 -
August 25, 2028 230,813.33 -
September 25, 2028 224,845.20 -
October 25, 2028 219,014.18 -
November 25, 2028 213,317.29 -
December 25, 2028 207,751.64 -
January 25, 2029 202,314.39 -
February 25, 2029 197,002.74 -
March 25, 2029 191,813.97 -
April 25, 2029 186,745.41 -
May 25, 2029 181,794.44 -
June 25, 2029 176,958.52 -
July 25, 2029 172,235.13 -
August 25, 2029 167,621.82 -
September 25, 2029 163,116.19 -
October 25, 2029 158,715.88 -
W-5
Distribution Date PAC Certificates TAC Certificates
--------------------------------------------------------------------------------
November 25, 2029 154,418.61 -
December 25, 2029 150,222.11 -
January 25, 2030 146,124.18 -
February 25, 2030 142,122.66 -
March 25, 2030 138,215.43 -
April 25, 2030 134,400.44 -
May 25, 2030 130,675.64 -
June 25, 2030 127,039.06 -
July 25, 2030 123,488.76 -
August 25, 2030 120,022.84 -
September 25, 2030 116,639.43 -
October 25, 2030 113,336.72 -
November 25, 2030 110,112.93 -
December 25, 2030 106,966.30 -
January 25, 2031 103,895.14 -
February 25, 2031 100,897.77 -
March 25, 2031 97,972.56 -
April 25, 2031 95,117.89 -
May 25, 2031 92,332.22 -
June 25, 2031 89,614.00 -
July 25, 2031 86,961.73 -
August 25, 2031 84,373.94 -
September 25, 2031 81,849.19 -
October 25, 2031 79,386.08 -
November 25, 2031 76,983.23 -
December 25, 2031 74,639.29 -
January 25, 2032 72,352.93 -
February 25, 2032 70,122.88 -
March 25, 2032 67,947.86 -
April 25, 2032 65,826.64 -
May 25, 2032 63,758.00 -
June 25, 2032 61,740.77 -
July 25, 2032 59,773.78 -
August 25, 2032 57,855.91 -
September 25, 2032 55,986.02 -
October 25, 2032 54,163.06 -
November 25, 2032 52,385.94 -
December 25, 2032 50,653.63 -
January 25, 2033 48,965.11 -
February 25, 2033 47,319.39 -
March 25, 2033 45,715.49 -
April 25, 2033 44,152.46 -
May 25, 2033 42,629.36 -
June 25, 2033 41,145.28 -
July 25, 2033 39,699.34 -
August 25, 2033 38,290.65 -
September 25, 2033 36,918.35 -
October 25, 2033 35,581.62 -
November 25, 2033 34,279.64 -
December 25, 2033 33,011.60 -
January 25, 2034 31,776.72 -
February 25, 2034 30,574.24 -
March 25, 2034 29,403.40 -
April 25, 2034 28,263.47 -
May 25, 2034 27,153.74 -
W-6
Distribution Date PAC Certificates TAC Certificates
--------------------------------------------------------------------------------
June 25, 2034 26,073.50 -
July 25, 2034 25,022.07 -
August 25, 2034 23,998.77 -
September 25, 2034 23,002.94 -
October 25, 2034 22,033.96 -
November 25, 2034 21,091.18 -
December 25, 2034 20,173.99 -
January 25, 2035 19,281.79 -
February 25, 2035 18,413.99 -
March 25, 2035 17,570.02 -
April 25, 2035 16,749.31 -
May 25, 2035 15,951.32 -
June 25, 2035 15,175.50 -
July 25, 2035 14,421.34 -
August 25, 2035 13,688.30 -
September 25, 2035 12,975.90 -
October 25, 2035 12,283.64 -
November 25, 2035 11,611.04 -
December 25, 2035 10,957.62 -
January 25, 2036 10,322.93 -
February 25, 2036 9,706.51 -
March 25, 2036 9,107.94 -
April 25, 2036 8,526.76 -
May 25, 2036 7,962.58 -
June 25, 2036 7,421.35 -
July 25, 2036 6,896.09 -
August 25, 2036 6,386.39 -
September 25, 2036 5,891.89 -
October 25, 2036 5,412.21 -
November 25, 2036 4,937.06 -
December 25, 2036 4,486.19 -
January 25, 2037 4,005.99 -
February 25, 2037 2,328.59 -
W-7
