--------------------------------------------------------------------------------
BANC OF AMERICA FUNDING CORPORATION,
as Depositor,
XXXXX FARGO BANK, N.A.,
as the Master Servicer and Securities Administrator,
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated May 27, 2005
-------------------------------------
Mortgage Pass-Through Certificates
Series 2005-3
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.................................................
Section 1.02 Interest Calculations.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage
Loans and Mortgage Certificates..............................
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer.....................................................
Section 2.04 Representations and Warranties as to the Mortgage Loans
and the Mortgage Certificates................................
Section 2.05 Designation of Interests in the REMICs........................
Section 2.06 Designation of Start-up Day...................................
Section 2.07 REMIC Certificate Maturity Date...............................
Section 2.08 Execution and Delivery of Certificates........................
ARTICLE III
ADMINISTRATION AND MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage Loans........................
Section 3.02 Monitoring of Servicers.......................................
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.................
Section 3.04 Access to Certain Documentation...............................
Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims......
Section 3.06 Rights of the Depositor, the Securities Administrator and
the Trustee in Respect of the Master Servicer................
Section 3.07 Trustee to Act as Master Servicer.............................
Section 3.08 Servicer Custodial Accounts and Escrow Accounts...............
Section 3.09 Collection of Mortgage Loan Payments; Collection of
Distributions on Mortgage Certificates; Master Servicer
Custodial Accounts and Certificate Account...................
Section 3.10 Access to Certain Documentation and Information Regarding
the Mortgage Loans...........................................
Section 3.11 Permitted Withdrawals from the Certificate Account and
the Master Servicer Custodial Account........................
Section 3.12 Maintenance of Hazard Insurance and Other Insurance...........
Section 3.13 Presentment of Claims and Collection of Proceeds..............
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption Agreements.....
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO Property.......
Section 3.16 Trustee to Cooperate; Release of Mortgage Files...............
Section 3.17 Documents, Records and Funds in Possession of the Master
Servicer to be Held for the Trustee..........................
Section 3.18 Master Servicer Compensation..................................
Section 3.19 Annual Statement as to Compliance.............................
Section 3.20 Annual Independent Public Accountants' Servicing
Statement; Financial Statements..............................
Section 3.21 Advances......................................................
Section 3.22 Reports to the Securities and Exchange Commission.............
Section 3.23 Maintenance of the Rounding Account; Collections
Thereunder...................................................
ARTICLE IV
MASTER SERVICER'S CERTIFICATE AND MORTGAGE CERTIFICATE DISTRIBUTION DATE
STATEMENTS
Section 4.01 Master Servicer's Certificate; Mortgage Certificate
Distribution Date Statements................................
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions................................................
Section 5.02 Priorities of Distributions for Group 1......................
Section 5.03 Priorities of Distributions for Group 2......................
Section 5.04 Allocation of Losses for Group 1.............................
Section 5.05 Allocation of Losses for Group 2.............................
Section 5.06 Statements to Certificateholders.............................
Section 5.07 Tax Returns and Reports to Certificateholders................
Section 5.08 Tax Matters Person...........................................
Section 5.09 Rights of the Tax Matters Person in Respect of the
Securities Administrator....................................
Section 5.10 REMIC Related Covenants......................................
Section 5.11 Master Servicer, Securities Administrator and Trustee
Indemnification.............................................
Section 5.12 Principal Distributions on the Special Retail
Certificates................................................
Section 5.13 Determination of LIBOR.......................................
Section 5.14 REMIC Distributions..........................................
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates.............................................
Section 6.02 Registration of Transfer and Exchange of Certificates........
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 6.04 Persons Deemed Owners........................................
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Master
Servicer....................................................
Section 7.02 Merger or Consolidation of the Depositor or the Master
Servicer....................................................
Section 7.03 Limitation on Liability of the Depositor, the Master
Servicer and Others.........................................
Section 7.04 Depositor and Master Servicer Not to Resign..................
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default............................................
Section 8.02 Remedies of Trustee..........................................
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.....................................
Section 8.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default.......................................
Section 8.05 Trustee to Act; Appointment of Successor.....................
Section 8.06 Notification to Certificateholders...........................
ARTICLE IX
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities Administrator...............
Section 9.02 Certain Matters Affecting the Trustee and the Securities
Administrator...............................................
Section 9.03 Neither Trustee nor Securities Administrator Liable for
Certificates or Mortgage Loans..............................
Section 9.04 Trustee and Securities Administrator May Own Certificates....
Section 9.05 Eligibility Requirements for Trustee and the Securities
Administrator...............................................
Section 9.06 Resignation and Removal of Trustee and the Securities
Administrator...............................................
Section 9.07 Successor Trustee or Securities Administrator................
Section 9.08 Merger or Consolidation of Trustee or Securities
Administrator...............................................
Section 9.09 Appointment of Co-Trustee or Separate Trustee................
Section 9.10 Authenticating Agents........................................
Section 9.11 Securities Administrator's Fees and Expenses and
Trustee's Fees and Expenses.................................
Section 9.12 Appointment of Custodian.....................................
Section 9.13 Paying Agents................................................
Section 9.14 Limitation of Liability......................................
Section 9.15 Trustee or Securities Administrator May Enforce Claims
Without Possession of Certificates..........................
Section 9.16 Suits for Enforcement........................................
Section 9.17 Waiver of Bond Requirement...................................
Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement....
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase or Liquidation of All Mortgage
Loans.......................................................
Section 10.02 Additional Termination Requirements..........................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement; Counterparts.......................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Certificates Nonassessable and Fully Paid....................
Section 11.08 Access to List of Certificateholders.........................
Section 11.09 Recharacterization...........................................
NYLIB5 836860.5 -vi-
EXHIBITS
Exhibit A-1-A-1 Form of Face of Class 1-A-1 Certificate
Exhibit A-1-A-2 Form of Face of Class 1-A-2 Certificate
Exhibit A-1-A-3 Form of Face of Class 1-A-3 Certificate
Exhibit A-1-A-4 Form of Face of Class 1-A-4 Certificate
Exhibit A-1-A-5 Form of Face of Class 1-A-5 Certificate
Exhibit A-1-A-6 Form of Face of Class 1-A-6 Certificate
Exhibit A-1-A-7 Form of Face of Class 1-A-7 Certificate
Exhibit A-1-A-8 Form of Face of Class 1-A-8 Certificate
Exhibit A-1-A-9 Form of Face of Class 1-A-9 Certificate
Exhibit A-1-A-10 Form of Face of Class 1-A-10 Certificate
Exhibit A-1-A-11 Form of Face of Class 1-A-11 Certificate
Exhibit A-1-A-12 Form of Face of Class 1-A-12 Certificate
Exhibit A-1-A-13 Form of Face of Class 1-A-13 Certificate
Exhibit A-1-A-14 Form of Face of Class 1-A-14 Certificate
Exhibit A-1-A-15 Form of Face of Class 1-A-15 Certificate
Exhibit A-1-A-16 Form of Face of Class 1-A-16 Certificate
Exhibit A-1-A-17 Form of Face of Class 1-A-17 Certificate
Exhibit A-1-A-18 Form of Face of Class 1-A-18 Certificate
Exhibit A-1-A-19 Form of Face of Class 1-A-19 Certificate
Exhibit A-1-A-20 Form of Face of Class 1-A-20 Certificate
Exhibit A-1-A-21 Form of Face of Class 1-A-21 Certificate
Exhibit A-1-A-22 Form of Face of Class 1-A-22 Certificate
Exhibit A-1-A-23 Form of Face of Class 1-A-23 Certificate
Exhibit A-1-A-24 Form of Face of Class 1-A-24 Certificate
Exhibit A-1-A-25 Form of Face of Class 1-A-25 Certificate
Exhibit A-1-A-R Form of Face of Class 1-A-R Certificate
Exhibit A-1-A-LR Form of Face of Class 1-A-LR Certificate
Exhibit A-30-IO Form of Face of Class 30-IO Certificate
Exhibit A-30-PO Form of Face of Class 30-PO Certificate
Exhibit A-2-A-1 Form of Face of Class 2-A-1 Certificate
Exhibit A-2-A-2 Form of Face of Class 2-A-2 Certificate
Exhibit A-2-A-3 Form of Face of Class 2-A-3 Certificate
Exhibit A-2-A-4 Form of Face of Class 2-A-4 Certificate
Exhibit A-2-A-5 Form of Face of Class 2-A-5 Certificate
Exhibit A-2-A-6 Form of Face of Class 2-A-6 Certificate
Exhibit A-2-A-7 Form of Face of Class 2-A-7 Certificate
Exhibit A-2-A-8 Form of Face of Class 2-A-8 Certificate
Exhibit A-A-1/2 Form of Face of Class A-1/2 Certificate
Exhibit B-1 Form of Face of Class B-1 Certificate
Exhibit B-2 Form of Face of Class B-2 Certificate
Exhibit B-3 Form of Face of Class B-3 Certificate
Exhibit B-4 Form of Face of Class B-4 Certificate
Exhibit B-5 Form of Face of Class B-5 Certificate
Exhibit B-6 Form of Face of Class B-6 Certificate
Exhibit C Form of Reverse of all Certificates
Exhibit D-1 Mortgage Loan Schedule
Exhibit D-2 Mortgage Certificate Schedule
Exhibit E Request for Release of Documents
Exhibit F Form of Certification of Establishment of Account
Exhibit G-1 Form of Transferor Certificate
Exhibit G-2A Form I of Transferee Certificate
Exhibit G-2B Form II of Transferee Certificate
Exhibit H Form of Transferee Representation Letter for Benefit
Plan-Restricted Certificates
Exhibit I Form of Affidavit Regarding Transfer of Residual Certificates
Exhibit J Reserved
Exhibit K-1 Form of Initial Mortgage Loan Certification of the Trustee
Exhibit K-2 Form of Initial Mortgage Certificate Certification of the
Securities Administrator
Exhibit L Form of Final Certification of the Trustee
Exhibit M Form of Xxxxxxxx-Xxxxx Certification
Exhibit N-1 Form of Securities Administrator's Certification
Exhibit N-2 Form of Master Servicer's Certification
Exhibit O PAC 1 Group Schedule
Exhibit P Scheduled 1 Group Schedule
Exhibit Q Group 2 Aggregate Schedule Certificates Schedule
Exhibit R Class 2-A-1 Certificates Schedule
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated May 27, 2005 is hereby
executed by and among BANC OF AMERICA FUNDING CORPORATION, as depositor
(together with its permitted successors and assigns, the "Depositor"), XXXXX
FARGO BANK, N.A., as master servicer (together with its permitted successors and
assigns, in such capacity, the "Master Servicer") and as securities
administrator (together with its permitted successors and assigns, in such
capacity, the "Securities Administrator") and WACHOVIA BANK, NATIONAL
ASSOCIATION, as trustee (together with its permitted successors and assigns, the
"Trustee").
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Securities Administrator and the Trustee
agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. As provided herein, the Trustee
will make an election to treat the segregated pool of assets consisting of the
Mortgage Loans and certain other related assets subject to this Agreement as a
real estate investment conduit (a "REMIC") for federal income tax purposes, and
such segregated pool of assets will be designated as the "Lower-Tier REMIC." The
Uncertificated Lower-Tier Interests will represent the "regular interests" in
the Lower-Tier REMIC for purposes of the REMIC Provisions. The Class 1-A-LR
Certificate will represent the sole class of "residual interest" in the
Lower-Tier REMIC for purposes of the REMIC Provisions. The Trustee will make
another election to treat the Uncertificated Lower-Tier Interests and the
Mortgage Certificates as another REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as the "Upper-Tier REMIC." The
Senior Certificates (other than the Class A-1/2, Class 1-A-R and Class 1-A-LR
Certificates) and the Class B Certificates are referred to collectively as the
"Regular Certificates" and shall constitute "regular interests" in the
Upper-Tier REMIC for purposes of the REMIC Provisions. The Class 1-A-1/2 and
Class 2-A-1/2 Components (collectively, the "Components") shall also constitute
"regular interests" in the Upper-Tier REMIC for purposes of the REMIC
Provisions. The Class 1-A-R Certificate will represent the sole class of
"residual interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions. The "latest possible maturity date" for federal income tax purposes
of all interests created hereby will be the REMIC Certificate Maturity Date.
Lower-Tier REMIC
The following table sets forth the designation, the Lower-Tier REMIC
Rate and the initial uncertificated principal balance or notional balance of
such interest. None of the Uncertificated Lower-Tier Interests will be
certificated.
Uncertificated Lower-Tier
Interest or Certificate Uncertificated Initial Uncertificated Corresponding Upper-Tier Class,
Designation Lower-Tier REMIC Rate Balance Classes or Component
-------------------------- --------------------- ---------------------- ---------------------------------
LT1A1 5.50% $167,874,000.00 Class 1-A-1, Class 1-A-2,
Class 1-A-3, Class 1-A-4,
Class 1-A-5, Class 1-A-13, Class
1-A-14, Class 1-A-15, Class
1-A-18, Class 1-A-20, Class
1-A-21, Class 1-A-23, Class
1-A-24 and Class 1-A-25
LT1A6 5.50% $7,184,000.00 Class 1-A-6 and Class 1-A-7
LT1A8 5.50% $10,000,000.00 Class 1-A-8, Class 1-A-9 and
Class 1-A-19
LT1A10 5.50% $7,502,000.00 Class 1-A-10 and Class 1-A-11
LT1A12 5.50% $24,662,000.00 Class 1-A-12 and Class 1-A-22
LT1A16 5.50% $28,125,000.00 Class 1-A-16 and Class 1-A-17
LT1A1/2 5.50% $25,025.00 Class 1-A-1/2 Component
LT1AIO 5.50% (1) Class 30-IO
LT1APO (2) $1,290,510.00 Class 30-PO
LT1AR 5.50% $50.00 Class 1-A-R
LT1B 5.50% $8,814,403.00 Class B-1, Class B-2,
Class B-3, Class B-4,
Class B-5 and Class B-6
1-A-LR (3) 5.50% $50.00 N/A
(1) For each Distribution Date, the notional balance of the LT1AIO Interest will
equal the Class 30-IO Notional Amount.
(2) The LT1APO Interest will not bear interest.
(3) The Class 1-A-LR Certificate will not be an Uncertificated Lower-Tier
Interest. The Class 1-A-LR Certificate will represent the residual interest
in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Class
1-A-LR Certificate will not represent an interest in the Upper-Tier REMIC.
[Remainder of Page Intentionally Left Blank]
Upper-Tier REMIC
The following table sets forth characteristics of the Certificates
and the Components, together with the minimum denominations and integral
multiples in excess thereof in which the Classes of Certificates shall be
issuable:
Initial Class Integral
Certificate Balance or Pass-Through Minimum Multiples in
Classes Notional Amount Rate Denomination Excess of Minimum
---------- ----------------------- ------------ ------------ -----------------
Class 1-A-1 $19,723,000.00 5.500% $1,000 $1
Class 1-A-2 $2,547,000.00 5.500% $1,000 $1
Class 1-A-3 $2,703,000.00 5.500% $1,000 $1
Class 1-A-4 $2,684,000.00 5.500% $1,000 $1
Class 1-A-5 $2,000,000.00 5.500% $1,000 $1,000
Class 1-A-6 $4,490,000.00 (1) $1,000 $1
Class 1-A-7 $2,694,000.00 (2) $1,000 $1
Class 1-A-8 $1,982,000.00 5.250% $1,000 $1
Class 1-A-9 $3,018,000.00 5.250% $1,000 $1
Class 1-A-10 $7,502,000.00 5.250% $1,000 $1
Class 1-A-11 $341,000.00 (3) 5.500% $341,000 N/A
Class 1-A-12 $2,242,000.00 (3) 5.500% $1,000,000 $1
Class 1-A-13 $12,149,000.00 5.500% $1,000 $1
Class 1-A-14 $851,000.00 5.500% $1,000 $1
Class 1-A-15 $50,328,000.00 5.500% $1,000 $1
Class 1-A-16 $25,000,000.00 5.250% $1,000 $1
Class 1-A-17 $3,125,000.00 7.500% $1,000 $1
Class 1-A-18 $10,000,000.00 5.500% $1,000 $1
Class 1-A-19 $5,000,000.00 5.750% $1,000 $1
Class 1-A-20 $3,609,000.00 5.500% $1,000 $1
Class 1-A-21 $33,990,000.00 5.500% $1,000 $1
Class 1-A-22 $24,662,000.00 5.000% $1,000 $1
Class 1-A-23 $19,528,000.00 5.500% $1,000 $1
Class 1-A-24 $982,000.00 5.500% $1,000 $1
Class 1-A-25 $6,780,000.00 5.500% $1,000 $1
Class 1-A-R $50.00 5.500% $50 N/A
Class 30-IO $4,837,161.00 (3) 5.500% $1,000,000 $1
Class 30-PO $1,290,510.00 (4) $25,000 $1
Class 2-A-1 $14,833,000.00 4.500% $1,000 $1
Class 2-A-2 $3,399,500.00 4.500% $1,000 $1
Class 2-A-3 $33,580,000.00 5.500% $1,000 $1
Class 2-A-4 $21,117,500.00 5.500% $1,000 $1
Class 2-A-5 $63,653,730.00 (5) $1,000 $1
Class 2-A-6 $25,643,170.00 (6) $1,000 $1
Class 2-A-7 $1,637,000.00 (6) $1,000 $1
Class 2-A-8 $1,726,417.00 (3) 5.500% $1,000,000 $1
Class A-1/2 (7) (7) $1,000 $1
Class B-1 $4,726,000.00 5.500% $25,000 $1
Class B-2 $1,533,000.00 5.500% $25,000 $1
Class B-3 $767,000.00 5.500% $25,000 $1
Class B-4 $766,000.00 5.500% $25,000 $1
Class B-5 $639,000.00 5.500% $25,000 $1
Class B-6 $383,403.00 5.500% $25,000 $1
Integral
Pass-Through Minimum Multiples In
Components Initial Component Balance Rate Denomination Excess Of Minimum
---------- ------------------------- ------------ ------------ -----------------
Class 1-A-1/2 $25,025.62 5.500% N/A N/A
Class 2-A-1/2 $25,074.38 5.250% N/A N/A
------------
(1) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-6 Certificates at the rate of 4.190% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 1-A-6
Certificates at a per annum rate equal to (i) 1.100% plus (ii) LIBOR,
subject to a minimum rate of 1.100% and a maximum rate of 7.000%.
(2) During the initial Interest Accrual Period, interest will accrue on the
Class 1-A-7 Certificates at the rate of 7.68333332% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 1-A-7
Certificates at a per annum rate equal to (i) 12.83333333% minus (ii) the
product of 1.66666667 and LIBOR, subject to a minimum rate of 3.000% and a
maximum rate of 12.83333333%.
(3) The Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8 Certificates are
Interest Only Certificates, have no Class Certificate Balance and will not
be entitled to distributions in respect of principal. Interest will accrue
on the Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8 Certificates
based on their Notional Amounts.
(4) The Class 30-PO Certificates are Principal Only Certificates and will not
bear interest.
(5) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-5 Certificates at the rate of 3.350% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 2-A-5
Certificates at a per annum rate equal to (i) 0.350% plus (ii) LIBOR,
subject to a minimum rate of 0.350% and a maximum rate of 7.500%.
(6) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-6 and Class 2-A-7 Certificates at the rate of 9.68333334% per
annum. During each Interest Accrual Period thereafter, interest will accrue
on the Class 2-A-6 and Class 2-A-7 Certificates at a per annum rate equal to
(i) 16.68333333% minus (ii) the product of 2.33333333 and LIBOR, subject to
a minimum rate of 3.000% and a maximum rate of 16.68333333%.
(7) The Class A-1/2 Certificates will be deemed for purposes of distributions of
principal and interest to consist of two Components as described in the
table. The Initial Class Certificate Balance of the Class A-1/2 Certificates
will be $50,100.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class of Group 1, one month's interest accrued during the
related Interest Accrual Period at the applicable Pass-Through Rate on the
applicable Class Certificate Balance or Notional Amount, as applicable.
Accrued Component Interest: For any Distribution Date and the Class
1-A-1/2 Component, one month's interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate on the Component Balance for
such Component.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Pool Principal Balance of the Mortgage Loans minus the sum of (i)
all amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to the Group 1 Certificates and the Class
1-A-1/2 Component on such Distribution Date and all prior Distribution Dates and
(ii) the principal portion of all Realized Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans 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, the difference between the Adjusted Pool Amount and the
Adjusted Pool Amount (PO Portion).
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amount, calculated as follows, with respect to each
Outstanding Mortgage Loan: the product of (i) the PO Percentage for such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) 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 to Holders of the Group 1 Certificates and to the Class 1-A-1/2
Component on such Distribution Date and all prior Distribution Dates and (y) the
principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Advance: A Periodic Advance or a Servicing Advance.
Advance Date: As to any Distribution Date and each Mortgage
Loan, the Business Day preceding the related Remittance Date.
Agreement: This Pooling and Servicing Agreement together with
all amendments hereof and supplements hereto.
Allocable Percentage: With respect to any Distribution
Date and any Class of Group 2 Certificates or the Class 2-A-1/2 Component, a
fraction the numerator of which is equal to the Group 2 Interest Accrual
Amount for such Class or Component and the denominator of which is equal to
the sum of the Group 2 Interest Accrual Amounts for all Classes of Group 2
Certificates and the Class 2-A-1/2 Component, in each case without giving
effect to clause (b) of the definition of Group 2 Interest Accrual Amount.
Ancillary Income: All prepayment premiums (if any), assumption fees,
late payment charges and all other ancillary income and fees with respect to the
Mortgage Loans.
Appraised Value: With respect to any Mortgaged Property, either (i)
the lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan or, in certain cases, an
automated valuation model (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.
Assignment of Mortgage: An individual assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
BAFC: Banc of America Funding Corporation.
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 27,
2005, by and between BAFC, as depositor, and BANA, as servicer.
Book-Entry Certificate: All Classes of Certificates other than
the Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the states in which the servicing offices
of any Servicer, as applicable, are located, the state in which the master
servicing offices of the Master Servicer is located or the state or states in
which the Corporate Trust Offices of the Trustee and the Securities
Administrator are located are required or authorized by law or executive order
to be closed.
Calculated Principal Distribution: As defined in Section 5.04(d).
Certificate: Any of the Banc of America Funding Corporation
Mortgage Pass-Through Certificates, Series 2005-3 that are issued pursuant to
this Agreement.
Certificate Account: The Eligible Account created and maintained by
the Securities Administrator pursuant to Section 3.09(c) in the name of the
Securities Administrator, on behalf of the Trustee, for the benefit of the
Certificateholders and designated "Xxxxx Fargo Bank, N.A., as Securities
Administrator for Wachovia Bank, National Association, as Trustee, in trust for
registered holders of Banc of America Funding Corporation Mortgage Pass-Through
Certificates, Series 2005-3." The Certificate Account shall be deemed to consist
of three sub-accounts; one for each group of assets and a third sub-account
referred to herein as the Upper-Tier Certificate Sub-Account. Funds in the
Certificate Account shall be held in trust for the Holders of the Certificates
for the uses and purposes set forth in this Agreement.
Certificate Balance: With respect to any Certificate (other than
Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8 Certificates) at any
date, the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the product of the Percentage
Interest of such Certificate and the Class Certificate Balance of the Class of
Certificates of which such Certificate is a part. The Class 1-A-11, Class
1-A-12, Class 30-IO and Class 2-A-8 Certificates have no Certificate Balance.
Certificate Custodian: Initially, Xxxxx Fargo Bank, N.A.;
thereafter any other Certificate Custodian acceptable to the Depository and
selected by the Securities Administrator.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect
to any Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to
Section 6.02.
Certificate Registrar: The registrar appointed pursuant to
Section 6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the Master Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Percentage Interest and Voting Rights
evidenced thereby shall not be taken into account in determining whether the
requisite amount of Percentage Interests or Voting Rights, as the case may be,
necessary to effect any such consent has been obtained, unless such entity is
the registered owner of the entire Class of Certificates, provided that the
Securities Administrator shall not be responsible for knowing that any
Certificate is registered in the name of an affiliate of the Depositor or the
Master Servicer unless one of its Responsible Officers has actual knowledge
thereof.
Certification: As defined in Section 3.22.
Chase Servicing Agreement: Collectively, the Mortgage Loan Purchase,
Warranties and Servicing Agreement, Whole Loan Series 2005 WL-B, dated as of
January 1, 2004, and the Mortgage Loan Purchase, Warranties and Servicing
Agreement, Whole Loan Series 2005 WL-F, dated as of March 1, 2005, each by and
among BANA, CHF and XX Xxxxxx Xxxxx Bank, N.A. (as successor in interest to CHF
with respect to the servicing of the Mortgage Loans), as amended by the
Assignment, Assumption and Recognition Agreement, dated May 27, 2005, among
BANA, the Depositor, the Trustee, the Master Servicer, CHF and JPMorgan Chase
Bank, N.A.
CHF: Chase Home Finance LLC.
Class: As to the Certificates, the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14,
Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class
1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25,
Class 30-IO, Class 30-PO, Class 1-A-R, Class 1-A-LR, 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 A-1/2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6, as the case may be.
Class 1-A-11 Notional Amount: As to any Distribution Date and the
Class 1-A-11 Certificates, 4.0000000000% of the Class Certificate Balance of the
Class 1-A-10 Certificates.
Class 1-A-12 Notional Amount: As to any Distribution Date and the
Class 1-A-12 Certificates, 9.0909090909% of the Class Certificate Balance of the
Class 1-A-22 Certificates.
Class 1-A-13 Loss Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the amount, if any, by which the
Class Certificate Balance of the Class 1-A-13 Certificates would be reduced as a
result of the allocation of any reduction pursuant to Section 5.04(b) to such
Class, without regard to the operation of Section 5.04(e).
Class 1-A-14 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date, the lesser of
(a) the Class Certificate Balance of the Class 1-A-14 Certificates with respect
to such Distribution Date prior to any reduction for the Class 1-A-14 Loss
Allocation Amount and (b) the Class 1-A-13 Loss Amount with respect to such
Distribution Date.
Class 2-A-1 PAC Principal Amount: As to any Distribution Date and
the Class 2-A-1 Certificates, the amount, if any, that would reduce the Class
Certificate Balance of the Class 2-A-1 Certificates to the balance shown in the
table set forth in Exhibit R with respect to such Distribution Date.
Class 2-A-6 Loss Amount: With respect to any Distribution Date, the
amount, if any, by which the Class Certificate Balance of the Class 2-A-6
Certificates would be reduced as a result of the allocation of any reduction
pursuant to Section 5.05(a) to such Class, without regard to the operation of
Section 5.05(b).
Class 2-A-7 Loss Allocation Amount: With respect to any Distribution
Date, the lesser of (a) the Class Certificate Balance of the Class 2-A-7
Certificates with respect to such Distribution Date prior to any reduction for
the Class 2-A-7 Loss Allocation Amount and (b) the Class 2-A-6 Loss Amount with
respect to such Distribution Date.
Class 2-A-8 Notional Amount: With respect to each Distribution Date
and the Class 2-A-8 Certificates, an amount equal to the product of (i) the
class certificate balance of the Banc of America Mortgage Securities, Inc.,
Mortgage Pass-Through Certificates Series 2005-2, Class 1-A-7 Certificates as of
the first day of the month preceding the month of such Distribution Date and
(ii) a fraction, (a) the numerator of which is equal to 0.25% and (b) the
denominator of which is equal to 5.500%.
Class 30-IO Notional Amount: With respect to each Distribution Date
and the Class 30-IO Certificates, an amount equal to the product of (i) the
aggregate of the Stated Principal Balances of the 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 Premium Mortgage Loans (based on the Stated
Principal Balances of the Premium Mortgage Loans as of the Due Date in the month
preceding the month of such Distribution Date) minus 5.500% and (b) the
denominator of which is equal to 5.500%.
Class A-1/2 Component: Either of the Class 1-A-1/2 Component or the
Class 2-A-1/2 Component.
Class B Certificates: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.
Class Certificate Balance: With respect to any Class (other than the
Class 1-A-11, Class 1-A-12, Class 30-IO, Class 2-A-8 and Class A-1/2
Certificates) and any date of determination, and subject to Section 5.04(f), the
Initial Class Certificate Balance of such Class minus (A) the sum of (i) all
distributions of principal made with respect thereto (including in the case of a
Class of Class B Certificates, any principal otherwise payable to such Class of
Class B Certificates used to pay any Class PO Deferred Amount), (ii) all
reductions in Class Certificate Balance previously allocated thereto pursuant to
Section 5.04(b) or Section 5.05(a), as applicable, and (iii) in the case of the
Class 1-A-14 Certificates, any reduction allocated thereto pursuant to Section
5.04(e) and in the case of the Class 2-A-7 Certificates, any reduction allocated
thereto pursuant to Section 5.05(b) plus (B) the sum of (i) all increases in
Class Certificate Balance previously allocated thereto pursuant to Section
5.04(b), if applicable, and (ii) in the case of the Class 1-A-13 Certificates,
any increases allocated thereto pursuant to Section 5.04(e). The Class
Certificate Balance of the Class A-1/2 Certificates as of any date of
determination shall equal the sum of the Component Balances of the Class A-1/2
Components. The Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8
Certificates are Interest-Only Certificates and have no Class Certificate
Balance.
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class of Group 1 Certificates and the Class 1-A-1/2 Component,
the amount by which Accrued Certificate Interest or Accrued Component Interest
for such Class or Component (as reduced pursuant to Section 5.02(c)) exceeds the
amount of interest actually distributed on such Class or Component on such
Distribution Date pursuant to clause (i) of the definition of "Group 1 Interest
Distribution Amount."
Class PO Deferred Amount: As to any Distribution Date and the Class
30-PO Certificates, the amount by which the Class Certificate Balance of the
Class 30-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 Class PO Recoveries for prior Distribution Dates and (b) the amounts
distributed to the Class 30-PO Certificates pursuant to Section 5.02(a)(iii) on
prior Distribution Dates.
Class PO Principal Distribution Amount: As to each Distribution
Date, distributions of principal of the Class 30-PO Certificates will be made in
an amount equal to the lesser of:
(a) the PO Principal Amount for such Distribution Date; and (b) the product of
(1) the Group 1 Pool Distribution Amount remaining after distributions of
interest on the Group 1 Senior Certificates and the Class 1-A-1/2 Component and
(2) a fraction, the numerator of which is the PO Principal Amount and the
denominator of which is the sum of the PO Principal Amount and the Group 1
Senior Principal Distribution Amount.
Class PO Recovery: As to any Distribution Date, the lesser of (a)
the Class PO Deferred Amounts for such Distribution Date and (b) an amount equal
to the sum, as to each Mortgage Loan as to which there has been a Recovery
received during the Prior Period, of the product of (x) the PO Percentage with
respect to such Mortgage Loan and (y) the amount of the Recovery received during
the Prior Period with respect to such Mortgage Loan.
Class Unpaid Interest Shortfall: As to any Distribution Date and
each interest-bearing Class of Group 1 Certificates, the amount by which the
aggregate Class Interest Shortfalls for such Class on prior Distribution Dates
exceeds the amount of interest actually distributed on such Class on such prior
Distribution Dates pursuant to clause (ii) of the definition of "Group 1
Interest Distribution Amount."
Closing Date: May 27, 2005.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: With respect to any Distribution Date and
Servicer, 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 on such Mortgage
Loans during the related Prior Period; provided, however, that Compensating
Interest for any Distribution Date payable by RFC will be capped at 1/12th of
0.125% of the aggregate Stated Principal Balance of the Mortgage Loans serviced
by RFC (calculated as of the Remittance Date relating to such Distribution
Date).
Component: Any of the Class A-1/2 Components.
Component Balance: With respect to either Component and any date of
determination, the Initial Component Balance of such Component minus 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 5.04(b) or Section 5.05(a), as applicable.
Component Interest Distribution Amount: For any Distribution Date
and the Class 1-A-1/2 Component, the sum of (i) the Accrued Component Interest
for such Component and (ii) any Component Unpaid Interest Shortfall for such
Component.
Component Interest Shortfall: For any Distribution Date and the
Class 1-A-1/2 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 Unpaid Interest Shortfall: As to any Distribution Date and
the Class 1-A-1/2 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."
Cooperative: A private, cooperative housing corporation which owns
or leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary lease or occupancy agreement with respect to the Cooperative
Apartment occupied by the Mortgagor and relating to the related Cooperative
Stock, which lease or agreement confers an exclusive right to the holder of such
Cooperative Stock to occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment or mortgage of the Cooperative Lease, (iv) financing statements and
(v) a stock power (or other similar instrument), and ancillary thereto, a
Recognition Agreement, each of which was transferred and assigned to the Trust
pursuant to Section 2.01.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan,
the stock certificate or other instrument evidencing the related Cooperative
Stock.
Corporate Trust Office: With respect to the Trustee, the principal
office of the Trustee, which office at the date of the execution of this
instrument is located at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx,
00000-0000 Attention: Structured Finance Trust Services, BAFC, Series 2005-3, or
at such other address as the Trustee may designate from time to time by notice
to the Certificateholders, the Depositor, the Securities Administrator and the
Master Servicer. With respect to the Securities Administrator, the principal
corporate trust office of the Securities Administrator at which at any
particular time its corporate trust business with respect to this Agreement is
conducted, which office at the date of the execution of this instrument is
located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention:
Corporate Trust Services - BAFC 2005-3, and for certificate transfer purposes is
located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Corporate Trust Services - BAFC 2005-3, or at such other address as
the Securities Administrator may designate from time to time by notice to the
Certificateholders, the Depositor, the Trustee and the Master Servicer.
Corresponding Upper-Tier Class, Classes or Component: As defined
in the Preliminary Statement.
Custodian: Initially, the Trustee and thereafter the Custodian or
Custodians, if any, hereafter 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
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, 2005.
Cut-Off Date Pool Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans which is $255,477,039.93.
Cut-Off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-Off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the Servicer of such
Mortgage Loan is pursuing an appeal of the court order giving rise to any such
modification and (b)(1) such Mortgage Loan is not in default with respect to
payment due thereunder in accordance with the terms of such Mortgage Loan as in
effect on the Cut-Off Date or (2) Monthly Payments are being advanced by the
applicable Servicer, the Master Servicer or the Trustee, as applicable, in
accordance with the terms of such Mortgage Loan as in effect on the Cut-Off
Date.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.
Deceased Holder: A Certificate Owner of a Special Retail Certificate
who was living at the time such interest was acquired and whose executor or
other authorized representative causes to be furnished to the Depository
Participant a certified copy of the death certificate and any additional
evidence of death satisfactory to the Depository Participant and any tax waivers
requested by the Depository Participant.
Defective Mortgage Loan: Any Mortgage Loan which is required to
be cured, repurchased or substituted for pursuant to Sections 2.02.
Deficient Valuation: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the applicable Servicer
is pursuing an appeal of the court order giving rise to any such modification
and (b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-Off Date or (2) Monthly Payments are being advanced by the applicable
Servicer, the Master Servicer or the Trustee, as applicable, in accordance with
the terms of such Mortgage Loan as in effect on the Cut-Off Date.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the
subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Banc of America Funding Corporation, a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.
Depositor Indemnified Parties: As defined in Section 3.22(c)
Depository: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: With respect to any Distribution Date and for
each Servicer, as defined in the applicable Servicing Agreement.
Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-Off Date that is less than 5.500% per annum.
Distribution Date: The 25th day of each month beginning in June
2005 (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 Bank is no longer the Servicer of any of the Mortgage
Loans purchased by the Seller 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.
Due Date: As to any Distribution Date and each Mortgage Loan, the
first day in the calendar month of such Distribution Date.
Eligible Account: Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee, the Securities Administrator, the Master Servicer 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. Notwithstanding anything in the
foregoing to the contrary, an account shall not fail to be an Eligible Account
solely because it is maintained with Xxxxx Fargo Bank, N.A., a wholly owned
subsidiary of Xxxxx Fargo & Co., provided that such subsidiary or its parent's
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are at least "P-1" in the case of Xxxxx'x, "F-1" in the case of Fitch
and "A-1+" in the case of S&P, if the deposits are to be held in the account for
30 days or less, or (B) long-term unsecured debt obligations are rated at least
"Aa3" in the case of Xxxxx'x, "AA-" in the case of Fitch and "AA-" (or "A"
(without regard to any plus or minus), if the short-term unsecured debt
obligations are rated at least "A-1+") in the case of S&P, if the deposits are
to be held in the account for more than 30 days.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Restricted Certificates: Any Class B-4, Class B-5 or
Class B-6 Certificate.
Escrow Account: As defined in Section 3.08.
Escrow Payments: The amounts constituting taxes, assessments,
Primary Mortgage Insurance Policy premiums, fire and hazard insurance premiums
and other payments as may be required to be escrowed by the Mortgagor with the
mortgagee pursuant to the terms of any Mortgage Note or Mortgage.
Events of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
applicable Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
Loan pursuant to Section 3.11(a)(iv), exceeds (i) the unpaid principal balance
of such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which an Advance (other than a Servicing 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.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
FHA: Federal Housing Administration, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any
successor thereto.
Final Distribution Date: The Distribution Date on which the
final distribution in respect of the Certificates will be made pursuant to
Section 10.01.
Financial Market Service: Bloomberg Financial Service and any
other financial information provider designated by the Depositor by written
notice to the Securities Administrator.
FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended.
Fitch: Fitch Ratings, or any successor thereto.
FNMA: Xxxxxx Xxx, or any successor thereto.
Form 10-K: As defined in Section 3.22.
Fractional Interest: As defined in Section 5.02(d).
Governing Agreement: With respect to each Mortgage Certificate, the
pooling and servicing agreement pursuant to which such Mortgage Certificate was
issued, as listed on the Mortgage Certificate Schedule.
Group: Any of Group 1 or Group 2.
Group 1: The Group 1 Senior Certificates, the Class 1-A-1/2
Component and the Class B Certificates.
Group 1 Administrative Fee Rate: With respect to each Mortgage Loan,
the sum of (i) the Servicing Fee Rate and (ii) the Securities Administrator Fee
Rate.
Group 1 Certificates: The Group 1 Senior Certificates and the
Class B Certificates.
Group 1 Interest Distribution Amount: For any Distribution Date and
each interest-bearing Class of Group 1 Certificates, the sum of (i) the Accrued
Certificate Interest, subject to reduction pursuant to Section 5.02(c) and (ii)
any Class Unpaid Interest Shortfall for such Class.
Group 1 PAC Principal Amount: As to any Distribution Date and the
PAC 1 Group, the amount, if any, that would reduce the aggregate Class
Certificate Balance of the PAC 1 Group to the balance shown in the table set
forth in Exhibit O with respect to such Distribution Date.
Group 1 Pool Distribution Amount: As to any Distribution, the excess
of (a) the sum of (i) the aggregate of (A) the interest portion of any Monthly
Payment on a Mortgage Loan (net of the Group 1 Administrative Fee) and the
principal portion of any Monthly Payment on a Mortgage Loan 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) and payments of
Compensating Interest made by the applicable Servicer on such Distribution Date
deposited to the Master Servicer Custodial Account pursuant to Section
3.09(e)(vi); (ii) all Liquidation Proceeds (other than Excess Proceeds) received
on the Mortgage Loans during the Prior Period and deposited to the Master
Servicer Custodial Account pursuant to Section 3.09(e)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans during the Prior Period and deposited
to the Master Servicer Custodial Account pursuant to Section 3.09(e)(i) during
such period; (iv) in connection with any Mortgage Loans 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(e)(vii); (v) any other amounts in the Master Servicer Custodial Account
deposited therein pursuant to Section 3.09(e)(iv), (v), (viii) and (ix) in
respect of such Distribution Date; (vi) any Reimbursement Amount required to be
included pursuant to Section 5.02(a); and (vii) any Non-PO Recovery with respect
to such Distribution Date over (b) any amounts permitted to be withdrawn from
the Master Servicer Custodial Account pursuant to clauses (i) through (viii),
inclusive, of Section 3.11(a).
Group 1 Scheduled Principal Amount: As to any Distribution Date and
the Scheduled 1 Group, the amount, if any, that would reduce the aggregate Class
Certificate Balance of the Scheduled 1 Group to the balance shown in the table
set forth in Exhibit P with respect to such Distribution Date.
Group 1 Senior Certificates: The Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14,
Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class
1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25,
Class 1-A-R, Class 1-A-LR, Class 30-IO and Class 30-PO Certificates.
Group 1 Senior Percentage: With respect to any Distribution Date,
the percentage, carried to six places rounded up, obtained by dividing (i) the
aggregate Class Certificate Balance of the Group 1 Senior Certificates (other
than the Class 30-PO Certificates) and the Component Balance of the Class
1-A-1/2 Component immediately prior to such Distribution Date, by (ii) the Pool
Stated Principal Balance (Non-PO Portion) for such Distribution Date.
Group 1 Senior Prepayment Percentage: For any Distribution Date
during the five (5) years beginning on the first Distribution Date, 100%. The
Group 1 Senior Prepayment Percentage and for any Distribution Date 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 Group 1 Senior Percentage plus 70% of the Subordinate
Percentage for such Distribution Date; for any Distribution Date in the second
(2nd) year thereafter, the Group 1 Senior Percentage plus 60% of the Subordinate
Percentage for such Distribution Date; for any Distribution Date in the third
(3rd) year thereafter, the Group 1 Senior Percentage plus 40% of the Subordinate
Percentage for such Distribution Date; for any Distribution Date in the fourth
(4th) year thereafter, the Group 1 Senior Percentage plus 20% of the Subordinate
Percentage for such Distribution Date; and for any Distribution Date in the
fifth (5th) or later years thereafter, the Group 1 Senior Percentage for such
Distribution Date (unless on any of the foregoing Distribution Dates, the Group
1 Senior Percentage exceeds the initial Group 1 Senior Percentage, in which case
the Group 1 Senior Prepayment Percentage for such Distribution Date will once
again equal 100%). Notwithstanding the foregoing, no decrease in the Group 1
Senior Prepayment Percentage will occur unless both of the Senior Step Down
Conditions are satisfied.
Group 1 Senior Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the Group 1 Senior Percentage 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 (ii) the Group 1 Senior
Prepayment Percentage of (1) 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.
Group 2: The Group 2 Certificates and the Class 2-A-1/2
Component.
Group 2 Aggregate Schedule Certificates: The Class 2-A-1, Class
2-A-2, Class 2-A-3 and Class 2-A-4 Certificates.
Group 2 Aggregate Schedule Principal Amount: As to any Distribution
Date and the Group 2 Aggregate Schedule Certificates, the amount, if any, that
would reduce the aggregate Class Certificate Balance of the Group 2 Aggregate
Schedule Certificates to the balance shown in the table set forth in Exhibit Q
with respect to such Distribution Date.
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 and Class 2-A-8 Certificates.
Group 2 Interest Accrual Amount: As to any Distribution Date and
Class of Group 2 Certificates and the Class 2-A-1/2 Component, an amount equal
to (a) the product of (i) one-twelfth of the applicable Pass-Through Rate for
such Class or Component for such Distribution Date and (ii) the Class
Certificate Balance or Notional Amount of such Class or the Component Balance of
such Component prior to giving effect to any principal distributions, less (b)
the Class' or Component's Allocable Percentage of any Interest Reductions for
such Distribution Date.
Group 2 Interest Distribution Amount: As to any Distribution Date,
(a) the aggregate amount received by the Securities Administrator since the
preceding Distribution Date (or since the Closing Date, in the case of the first
Distribution Date) as interest on the Mortgage Certificates plus (b) the
interest portion of the purchase price received by the Securities Administrator
in connection with any repurchase of a Mortgage Certificate pursuant to Section
2.02.
Group 2 Principal Distribution Amount: As to any Distribution Date,
the aggregate amount received by the Securities Administrator since the
preceding Distribution Date (or since the Closing Date, in the case of the first
Distribution Date) as principal on the Mortgage Certificates and (b) the
principal portion of the purchase price received by the Securities Administrator
in connection with any repurchase of a Mortgage Certificate pursuant to Section
2.02.
Group 2 Realized Loss Shortfall: With respect to any Distribution
Date, any amount by which the aggregate Mortgage Certificate Principal Balance
after giving effect to any principal distributions and any other principal
reductions on the preceding Mortgage Certificate Distribution Dates, is less
than the sum of the aggregate Class Certificate Balance of all Classes of Group
2 Certificates and the Component Balance of the Class 2-A-1/2 Component, as
determined after taking into account distributions pursuant to Section 5.03.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor, the Master
Servicer and any Servicer, (ii) does not have any direct financial interest or
any material indirect financial interest in the Depositor, the Master Servicer
or any Servicer or in an affiliate of any of them, and (iii) is not connected
with the Depositor, the Master Servicer, or any Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Initial Class Certificate Balance: As to each Class of Certificates
(other than the Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8
Certificates), the Class Certificate Balance set forth in the Preliminary
Statement. The Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8
Certificates are Interest-Only Certificates and have no Initial Class
Certificate Balance.
Initial Component Balance: As to each Class A-1/2 Component, the
Component Balance set forth in the Preliminary Statement.
Initial Notional Amount: As to each Class of Interest-Only
Certificates, the Notional Amount set forth in the Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Estate, any 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 FHA
insurance policies and VA insurance policies), including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each Class
of Certificates (other than the Class 2-A-5, Class 2-A-6, Class 2-A-7, Class
A-1/2 Certificates and Class 30-PO Certificates) and each Class A-1/2 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 Distribuiton Date and
the Class 2-A-5, Class 2-A-6 and Class 2-A-7 Certificates, the period commencing
on the 25th day of the month preceding the month in which each Distribution Date
occurs and ending on the 24th day of the month in which such Distribution Date
occurs.
Interest-Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class 1-A-11,
Class 1-A-12, Class 30-IO and Class 2-A-8 Certificates are the only Classes of
Interest-Only Certificates.
Interest Reductions: With respect to a Mortgage Certificate, any
amounts that are expressly allocated to such Mortgage Certificates pursuant to
Section 5.02(c) of the applicable Governing Agreement.
Interest Settlement Rate: As defined in Section 5.13.
LIBOR: As to any Distribution Date, the arithmetic mean of
the London Interbank offered rate quotations for one-month U.S. Dollar deposits,
as determined by the Securities Administrator in accordance with Section 5.13.
LIBOR Business Day: Any Business Day on which banks are
open for dealing in foreign currency and exchange in London, England or the City
of New York.
LIBOR Certificates: Any of the Class 1-A-6, Class 1-A-7,
Class 2-A-5, Class 2-A-6 or Class 2-A-7 Certificates.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
Prior Period and as to which the applicable Servicer has certified (in
accordance with the applicable Servicing Agreement) that it has received all
proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.
Living Holder: A Certificate Owner of a Special Retail
Certificate other than a Deceased Holder.
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(a).
Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Mortgage Loans, such amounts as shall from time
to time be held in the Certificate Account, the insurance policies, if any,
relating to a Mortgage Loan and the Mortgaged Property which secured a Mortgage
Loan and which has been acquired by foreclosure or deed in lieu of foreclosure.
For the avoidance of doubt, neither the Mortgage Certificates nor any amounts
paid to the Trust Estate with respect thereto shall be assets of the Lower-Tier
REMIC.
Master Servicer: Xxxxx Fargo Bank, N.A., and its
successors-in-interest and, if a successor master servicer is appointed
hereunder, such successor, as master servicer.
Master Servicer's Certificate: The monthly report required by
Section 4.01.
Master Servicer Custodial Account: The Eligible Account created and
maintained by the Master Servicer pursuant to Section 3.09 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
2005-3."
Master Servicer Custodial Account Reinvestment Income: For each
Distribution Date, all income and gains net of any losses realized since the
preceding Distribution Date from Permitted Investments of funds in the Master
Servicer Custodial Account.
Master Servicing Officer: With respect to the Master Servicer, any
officer of the Master Servicer involved in, or responsible for, the
administration and master servicing of the Mortgage Loans whose name appears on
a list of servicing officers furnished to the Securities Administrator by the
Master Servicer, as such list may from time to time be amended.
Master Servicing Transfer Costs: All reasonable costs and expenses
(including attorney's fees) incurred by the Trustee or a successor master
servicer in connection with the transfer of master servicing or servicing from a
predecessor master servicer, including, without limitation, any costs or
expenses associated with the complete transfer of all master servicing data or
servicing data and the completion, correction or manipulation of such master
servicing data or servicing data as may be required by the Trustee or successor
master servicer to correct any errors or insufficiencies in the master servicing
data or servicing data or otherwise to enable the Trustee or a successor master
servicer to master service or service, as the case may be, the applicable
Mortgage Loans properly and effectively.
MERS: As defined in Section 2.01(b)(iii).
Monthly Form 8-K: As defined in Section 3.22.
Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
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 Certificate Distribution Date: With respect to
each Mortgage Certificate, the date each month on which distributions are made
to the registered holders of such Mortgage Certificate in accordance with the
applicable Governing Agreement.
Mortgage Certificate Distribution Date Statements: With respect to
the Mortgage Certificates and each Mortgage Certificate Distribution Date, the
reports provided to the Securities Administrator as beneficial owner of the
Mortgage Certificates by or on behalf of the trustee for each series.
Mortgage Certificate Principal Balance: With respect to any Mortgage
Certificate and any Distribution Date, the principal balance of such Mortgage
Certificate as of the immediately preceding Mortgage Certificate Distribution
Date, before giving effect to principal distributions and class certificate
balance reductions or increases on such Mortgage Certificate Distribution Date.
Mortgage Certificate Rate: With respect to each Mortgage Certificate
and each Distribution Date, the pass-through rate used to calculate interest
distributions on such Mortgage Certificate for the Mortgage Certificate
Distribution Date.
Mortgage Certificates: The certificates which evidence
interests in the trusts created by the related Governing Agreements and which
are transferred to the Trust by the Depositor, each of which is identified in
the Mortgage Certificate Schedule.
Mortgage Certificate Schedule: The schedule attached as Exhibit D-2
hereto, such schedule setting forth as to each Mortgage Certificate its class
certificate balance as of the Mortgage Certificate Distribution Date in May
2005, after giving effect to principal distributions and other principal
reductions or increases on such Mortgage Certificate Distribution Date.
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 terms of the related Mortgage Note, prior to giving
any effect to any Debt Service Reduction.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated May 27, 2005, between BANA, as seller, and the Depositor, as
purchaser.
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 on Exhibit D-1 hereto.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Master Servicer to reflect the addition of Substitute
Mortgage Loans and the deletion of Defective Mortgage Loans pursuant to the
provisions of this Agreement) transferred to the Trustee as part of the Trust
Estate and from time to time subject to this Agreement, attached hereto as
Exhibit D-1 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; and (xvii) the closing date of the Mortgage Loan. With respect
to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall set
forth the following information, as of the Cut-Off Date: (i) the number of
Mortgage Loans; (ii) the current aggregate outstanding principal balance of the
Mortgage Loans; (iii) the weighted average Mortgage Interest Rate of the
Mortgage Loans; and (iv) the weighted average months to maturity of the Mortgage
Loans.
Mortgage 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 Mortgage: National City Mortgage Co.
National City Mortgage Servicing Agreement: 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 Mortgage, as
amended by (i) Amendment No. 1, dated as of July 1, 2004, by and among Banc of
America Mortgage Capital Corporation, National City Mortgage and BANA, (ii) the
Master Assignment, Assumption and Recognition Agreement, dated as of July 1,
2004, by and among Banc of America Mortgage Capital Corporation, National City
Mortgage, BANA and Wachovia Bank, (iii) Amendment No. 2, dated as of October 1,
2004, by and between National City Mortgage and BANA and (iv) the Assignment
Assumption and Recognition Agreement, dated May 27, 2005, by and among BANA, the
Depositor, the Trustee and National City Mortgage and acknowledged by the Master
Servicer.
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 Prior Period reduced by the Group 1 Administrative Fee Rate for such
Mortgage Loan.
Non-PO Percentage: As to any 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 Discount Mortgage Loan and the denominator
of which is 5.500%. As to any Mortgage Loan that is not a Discount Mortgage
Loan, 100%.
Non-PO Principal Amount: As to any Distribution Date, the sum of (i)
the sum of the Non-PO Percentage of (a) the principal portion of each Monthly
Payment due on each Mortgage Loan on the related Due Date, (b) the Stated
Principal Balance, as of the date of repurchase, of (I) each Mortgage Loan that
was repurchased by a Servicer pursuant to the applicable Servicing Agreement
during the Prior Period, (II) each Mortgage Loan repurchased by the Seller
pursuant to the Mortgage Loan Purchase Agreement or a Purchase Obligation during
the Prior Period, (III) each Mortgage Loan repurchased by the Depositor pursuant
to Section 3.15(f) or (IV) each Mortgage Loan purchased by the Master Servicer
pursuant to Section 10.01, (c) any Substitution Adjustment Amount in connection
with a Defective Mortgage Loan received during the Prior Period, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that
are not yet Liquidated Mortgage Loans received by a Servicer during the Prior
Period, (e) with respect to each Mortgage Loan that became a Liquidated Mortgage
Loan during the Prior Period, the amount of Liquidation Proceeds (excluding
Excess Proceeds) allocable to principal received by a Servicer with respect to
such Mortgage Loan during such Prior Period and, (f) with respect to each
Mortgage Loan, all Principal Prepayments on the Mortgage Loans received by a
Servicer during the Prior Period; and (ii) the Non-PO Recovery for such
Distribution Date.
Non-PO Recovery: As to any Distribution Date, the amount of all
Recoveries received during the Prior Period less the Class PO Recovery for such
Distribution Date.
Non-Supported Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds
the aggregate Compensating Interest for such Distribution Date.
Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the applicable Servicer will
not or, in the case of a proposed Advance, would not be ultimately recoverable
from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or
other recoveries in respect of the related Mortgage Loan.
NYCEMA: A New York Consolidation, Extension and Modification
Agreement.
Notional Amount: With respect to (a) the Class 1-A-11 Certificates
and any date of determination, the Class 1-A-11 Notional Amount, (b) the Class
1-A-12 Certificates and any date of determination, the Class 1-A-12 Notional
Amount, (c) the Class 30-IO Certificates and any date of determination, the
Class 30-IO Notional Amount and (d) the Class 2-A-8 Certificates and any date of
determination, the Class 2-A-8 Notional Amount.
Offered Certificates: The Senior, Class B-1, Class B-2 and
Class B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or the Master
Servicer, as the case may be, and delivered to the Trustee or the Securities
Administrator, as the case may be.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee if such opinion is delivered to the Trustee, or acceptable to the
Securities Administrator if such opinion is delivered to the Securities
Administrator, who may be counsel for the Depositor or the Master Servicer,
except that any opinion of counsel relating to the qualification of the Trust
Estate as one or more REMICs or compliance with the REMIC Provisions must be an
opinion of Independent counsel.
Original Fractional Interest: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class B-1 1.61%
Class B-2 1.01%
Class B-3 0.70%
Class B-4 0.40%
Class B-5 0.15%
Class B-6 0.00%
Original Subordinate Certificate Balance: $8,814,403.00.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full, 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 3.15(f).
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 1 Group: The Class 1-A-21, Class 1-A-22, Class 1-A-23 and Class
1-A-24 Certificates.
Pass-Through Rate: As to each Class of interest-bearing Certificates
or Components, the per annum rate set forth or described in the Preliminary
Statement.
Payahead Amount: As to any Distribution Date and Mortgage Loan,
early prepayments of scheduled installments of principal and interest made by a
Mortgagor during the Prior Period immediately preceding such Distribution Date
that are intended by such Mortgagor to be applied on subsequent Due Dates.
Paying Agent: As defined in Section 9.13.
Percentage Interest: As to any Certificate (other than a Special
Retail Certificate), the percentage obtained by dividing the initial Certificate
Balance of such Certificate (or the initial notional amount for the Class
1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8 Certificates) 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 Special Retail
Certificate, the percentage obtained by dividing the current Certificate Balance
of each such Certificate by the current Class Certificate Balance of the Class
of which such Certificate is a part.
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, FHLMC, FNMA or any agency or instrumentality of the United
States when such obligations are backed by the full faith and credit of
the United States; provided that such obligations of FHLMC or FNMA
shall be limited to senior debt obligations and mortgage participation
certificates other than investments in mortgage-backed or mortgage
participation securities with yields evidencing extreme sensitivity to
the rate of principal payments on the underlying mortgages, which shall
not constitute Permitted Investments hereunder;
(ii) repurchase agreements on obligations specified in clause (i) maturing not
more than one month from the date of acquisition thereof with a
corporation incorporated under the laws of the United States or any state
thereof rated not lower than "P1" by Xxxxx'x, "F-1" by Fitch and "A-1+" by
S&P;
(iii) federal funds, certificates of deposit, demand deposits, time deposits and
bankers' acceptances (which shall each have an original maturity of not
more than 90 days and, in the case of bankers' acceptances, shall in no
event have an original maturity of more than 365 days or a remaining
maturity of more than 30 days) denominated in United States dollars of any
U.S. depository institution or trust company incorporated under the laws
of the United States or any state thereof, rated not lower than "P1" by
Xxxxx'x, "F-1" by Fitch and "A-1+" by S&P;
(iv) commercial paper (having original maturities of not more than 365 days) of
any corporation incorporated under the laws of the United States or any
state thereof which is rated not lower than "P1" by Xxxxx'x, "F-1" by
Fitch and "A-1+" by S&P;
(v) investments in money market funds (including funds of the Securities
Administrator or its affiliates, or funds for which an affiliate of the
Securities Administrator acts as advisor, as well as funds for which the
Securities Administrator and its affiliates may receive compensation)
rated either "Aaa" by Xxxxx'x, "AAA" by Fitch (if rated by Fitch) and
"AAAm G" by S&P or otherwise approved in writing by each Rating Agency;
and
(vi) other obligations or securities that are acceptable to each Rating Agency
and, as evidenced by an Opinion of Counsel obtained by the Master Servicer
or Securities Administrator, as the case may be, will not affect the
qualification of the Trust Estate as two REMICs;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United States,
or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C), (v) a Person with respect to whom the income on a
Residual Certificate is allocable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such Person or
any other U.S. Person, and (vi) any other Person so designated by the Master
Servicer based on an Opinion of Counsel to the effect that any transfer to such
Person may cause the Trust or any other Holder of a Residual Certificate to
incur tax liability that would not be imposed other than on account of such
transfer. The terms "United States," "State" and "international organization"
shall have the meanings set forth in Code Section 7701 or successor provisions.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Physical Certificates: The Class 1-A-R, Class 1-A-LR, Class B-4,
Class B-5 and Class B-6 Certificates.
Plan: As defined in Section 6.02(e).
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, (i) the sum of the
applicable PO Percentage of (a) the principal portion of each Monthly Payment
due on each Mortgage Loan on the related Due Date; (b) the Stated Principal
Balance, as of the date of repurchase, of (I) each Mortgage Loan that was
repurchased by a Servicer pursuant to the applicable Servicing Agreement during
the Prior Period, (II) each Mortgage Loan repurchased by the Seller pursuant to
the Mortgage Loan Purchase Agreement or a Purchase Obligation during the Prior
Period, (III) each Mortgage Loan repurchased by the Depositor pursuant to
Section 3.15(f), or (IV) each Mortgage Loan purchased by the Master Servicer
pursuant to Section 10.01; (c) any Substitution Adjustment Amount in connection
with any Defective Mortgage Loan received with respect to such Distribution
Date; (d) any Liquidation Proceeds allocable to recoveries of principal of
Mortgage Loans that are not yet Liquidated Mortgage Loans received by a Servicer
during the Prior Period; (e) with respect to each Mortgage Loan that became a
Liquidated Mortgage Loan during the Prior Period, the amount of Liquidation
Proceeds (excluding Excess Proceeds) allocable to principal received by a
Servicer with respect to such Mortgage Loan during such Prior Period; and (f)
all Principal Prepayments on the Mortgage Loans received by a Servicer during
the Prior Period; and (ii) the Class PO Recovery for such Distribution Date.
Pool Stated Principal Balance: As to any Distribution Date, the
aggregate Stated Principal Balance of all Mortgage Loans that were Outstanding
Mortgage Loans immediately following the Due Date in the month preceding the
month in which such Distribution Date occurs.
Pool Stated Principal Balance (Non-PO Portion): As to any
Distribution Date, the sum of the product, for each Mortgage Loan, of (a) the
Non-PO Percentage of such Mortgage Loan multiplied by (b) the Stated Principal
Balance of such Mortgage Loan that was an Outstanding Mortgage Loan immediately
following the Due Date in the month preceding the month in which such
Distribution Date occurs.
Premium Mortgage Loan: Any Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-Off Date that is greater than or equal to 5.500% per
annum.
Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the Prior
Period, the amount, if any, by which one month's interest at the related
Mortgage Interest Rate (net of the Servicing Fee Rate) on such Principal
Prepayment exceeds the amount of interest paid in connection with such Principal
Prepayment.
Primary Mortgage Insurance Policy: Each policy of primary mortgage
guaranty insurance or any replacement policy therefor with respect to any
Mortgage Loan, in each case issued by an insurer acceptable to FNMA or FHLMC.
Principal Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class 30-PO
Certificates are the only Principal Only Certificates.
Principal Prepayment: With respect to each Mortgage Loan, any
payment or other recovery of principal on a Mortgage Loan (other than
Liquidation Proceeds or Payaheads) 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.
Prior Period: With respect to any Distribution Date, the calendar
month immediately preceding the month of such Distribution Date.
Priority Amount: As to any Distribution Date, the lesser of (i) the
aggregate Class Certificate Balance of the Class 1-A-13 and Class 1-A-14
Certificates, and (ii) the product of (a) the Shift Percentage, (b) the Priority
Percentage and (c) the Non-PO Principal Amount.
Priority Percentage: As to any Distribution Date, the percentage
equivalent (carried to six places rounded up) of a fraction the numerator of
which is the aggregate Class Certificate Balance of the Class 1-A-13 and Class
1-A-14 Certificates immediately prior to such date and the denominator of which
is the Pool Stated Principal Balance (Non-PO Portion) immediately prior to such
date.
Private Certificates: The Class B-4, Class B-5 and Class B-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates that is not a Restricted Class, the portion of the
Subordinate Principal Distribution Amount or Amounts allocable to such Class,
equal to the product of the Subordinate Principal Distribution Amount or Amounts
for the Subordinate Certificates for such Distribution Date and a fraction, the
numerator of which is the related Class Certificate Balance thereof and the
denominator of which is the aggregate Class Certificate Balance of the
Subordinate Certificates that are not Restricted Classes. The Pro Rata Share of
a Restricted Class shall be 0%.
Purchase Obligation: An obligation of the Seller or a Servicer to
purchase Mortgage Loans under the circumstances and in the manner provided in
Section 2.02.
Purchase Price: With respect to each Mortgage Loan that was a
Defective Mortgage Loan repurchased on any date pursuant to Sections 2.02, an
amount equal to the sum of (i) the Stated Principal Balance of the Mortgage
Loan, (ii) interest on such Stated Principal Balance at the Mortgage Interest
Rate from the date on which interest has last been paid and distributed through
the last day of the month in which such repurchase takes place and (iii) any
costs and damages incurred by the Trust in connection with any violation by such
repurchased Mortgage Loan of any predatory or abusive lending law, less (x)
amounts received or advanced in respect of such repurchased Mortgage Loan which
are being held in the applicable Servicer Custodial Account for distribution in
the month of repurchase and (y) if the Person repurchasing such Mortgage Loan is
servicing such Mortgage Loan under the related Servicing Agreement, the
Servicing Fee for such Mortgage Loan.
Rate Determination Date: As to any Class of LIBOR
Certificates, the second LIBOR Business Day prior to the beginning of the
applicable Interest Accrual Period for such Class and such Distribution Date.
Rating Agency: Each of Xxxxx'x, Fitch and S&P. 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.
Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan that has become the subject of a
Debt Service Reduction and any Distribution Date, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced.
Recognition Agreement: With respect to a Cooperative Loan, the
recognition agreement between the Cooperative and the originator of such
Cooperative Loan.
Record Date: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month of the related
Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage Loan.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Reimbursement Amount: As defined in Section 2.02.
Relief Act: The Servicemembers Civil Relief Act, as it may be
amended from time to time.
Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act or comparable state legislation, the amount,
if any, by which (i) interest collectible on such Mortgage Loan for the most
recently ended calendar month is less than (ii) interest accrued pursuant to the
terms of the Mortgage Note on the same principal amount and for the same period
as the interest collectible on such Mortgage Loan for the most recently ended
calendar month.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity date"
of the Regular Certificates and the Components as that term is defined in
Section 2.07.
REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time, as well as provisions of applicable state laws.
Remittance Date: With respect to each Servicer, shall have the
meaning given to the term "Remittance Date" in the applicable Servicing
Agreement.
REO Disposition Period: As defined in Section 3.15.
REO Proceeds: Proceeds, net of any related expenses of a Servicer
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by a Servicer servicing
the related Mortgage Loan on behalf of the Trust through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.
Request for Release: The Request for Release submitted by a Servicer
to the Trustee or the Custodian on behalf of the Trustee, as the case may be,
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.
Residual Certificates: The Class 1-A-R and Class 1-A-LR
Certificates.
Responsible Officer: When used with respect to the Trustee or the
Securities Administrator, any officer of the Corporate Trust Department of the
Trustee or the Securities Administrator, as applicable, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee or Securities Administrator, as applicable, customarily performing
functions similar to those performed by any of the above designated officers and
having responsibility for the administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
RFC: Residential Funding Corporation, in its capacity as Servicer
under the RFC Servicing Agreement.
RFC Servicing Agreement: Collectively, (i) the Standard Terms and
Provisions of Sale and Servicing Agreement, dated as of November 1, 2004, by and
between BANA and RFC, as amended by that certain Reference Agreement, dated as
of April 1, 2005, by and between RFC and BANA, and (ii) the Assignment,
Assumption and Recognition Agreement, dated May 27, 2005, by and among BANA, the
Depositor, the Trustee and RFC and acknowledged by the Master Servicer.
Rounding Account: As defined in Section 3.23.
Rounding Amount: As defined in Section 3.23.
Scheduled 1 Group: The Class 1-A-21, Class 1-A-22, Class 1-A-23,
Class 1-A-24 and Class 1-A-25 Certificates.
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor thereto.
Securities Administrator: Xxxxx Fargo Bank, N.A., and its
successors-in-interest and, if a successor securities administrator is appointed
hereunder, such successor, as securities administrator.
Securities Administrator Fee: As to any Distribution Date, an amount
equal to one-twelfth of the Securities Administrator Fee Rate multiplied by the
aggregate Stated Principal Balance of the Mortgage Loans immediately following
the Due Date in the month preceding the month in which such Distribution Date
occurs.
Securities Administrator Fee Rate: With respect to each Mortgage
Loan, 0.0165% per annum.
Security Agreement: With respect to a Cooperative Loan, the
agreement or mortgage creating a security interest in favor of the originator of
the Cooperative Loan in the related Cooperative Stock.
Seller: Bank of America, National Association, a national banking
association, or its successor in interest, as seller of the Mortgage Loans under
the Mortgage Loan Purchase Agreement.
Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9,
Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class
1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20,
Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class
1-A-R, Class 1-A-LR, Class 30-IO, Class 30-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 and Class
A-1/2 Certificates.
Senior Credit Support Depletion Date: The date on which the
aggregate Class Certificate Balance of the Subordinate Certificates is reduced
to zero.
Senior Step Down Conditions: As of any Distribution Date and as to
which any decrease in the Group 1 Senior Prepayment Percentage applies, (i) the
outstanding principal balance of all Mortgage Loans (including, for this
purpose, any Mortgage Loans in foreclosure, any REO Property and any Mortgage
Loan for which the Mortgagor has filed for bankruptcy after the Closing Date)
delinquent 60 days or more (averaged over the preceding six month period), as a
percentage of the aggregate Class Certificate Balance of the Subordinate
Certificates, is not equal to or greater than 50% or (ii) cumulative Realized
Losses with respect to the Mortgage Loans as of the applicable Distribution Date
do not exceed the percentages of the Original Subordinate Certificate Balance
set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
--------------------------- --------------------
June 2010 through May 2011 30%
June 2011 through May 2012 35%
June 2012 through May 2013 40%
June 2013 through May 2014 45%
June 2014 and thereafter 50%
Servicer: Any of BANA, National City Mortgage, SunTrust, XX Xxxxxx
Xxxxx Bank, N.A., Washington Mutual, RFC or Xxxxx Fargo Bank, each in their
capacity as a servicer of the Mortgage Loans, or any successor servicer
appointed as herein provided.
Servicer Custodial Accounts: The separate accounts created and
maintained by each of the Servicers pursuant to the applicable Servicing
Agreement.
Servicing Advance: With respect to each Servicer, shall have the
meaning given to the term "Servicing Advances" in the applicable Servicing
Agreement.
Servicing Agreements: Any of the BANA Servicing Agreement, the
National City Mortgage Servicing Agreement, the RFC Servicing Agreement, the
SunTrust Servicing Agreement, the Chase Servicing Agreement, the Washington
Mutual Servicing Agreement, and the Xxxxx Fargo Servicing Agreement.
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.
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: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Shift Percentage
------------------------------------------ --------------------
June 2005 through May 2010 0%
June 2010 through May 2011 30%
June 2011 through May 2012 40%
June 2012 through May 2013 60%
June 2013 through May 2014 80%
June 2014 and thereafter 100%
Similar Law: As defined in Section 6.02(e).
Special Retail Certificates: The Class 1-A-5 Certificates.
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.
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date, 100% minus
the Group 1 Senior Percentage for such Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date,
100% minus the Group 1 Senior Prepayment Percentage for and such Distribution
Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date, an amount equal to the sum of (i) the Subordinate Percentage
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 (ii) the Subordinate Prepayment Percentage of 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.
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 FICO 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 Servicing Agreements 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.
SunTrust Servicing Agreement: The Flow Sale and Servicing Agreement,
dated as of February 1, 2004, by and between Banc of America Mortgage Capital
Corporation (and BANA, as successor thereto) and SunTrust, as amended by (i)
Amendment No. 1, dated as of June 1, 2004, and Amendment No. 2, dated as of
November 1, 2004, by and between Banc of America Mortgage Capital Corporation
(and BANA, as successor thereto) and SunTrust, (ii) the Master Assignment,
Assumption and Recognition Agreement, dated September 1, 2004, by and between
Banc of America Mortgage Capital Corporation (and BANA, as successor thereto)
and SunTrust, and (iii) the Assignment, Assumption and Recognition Agreement,
dated May 27, 2005, among BANA, BAFC, the Trustee and SunTrust and acknowledged
by the Master Servicer.
Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.08 and the manner provided under Treasury Regulations
ss. 1.860F-4(d) and Treasury Regulations ss. 301.6231(a)(7)-1.
Telerate page 3750: As defined in Section 5.13.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement, which shall be named the
"Banc of America Funding 2005-3 Trust."
Trust Estate: The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to a portion of which one or more REMIC elections are to be made,
such entire Trust Estate consisting of: (i) such Mortgage Loans as from time to
time are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof, (ii)
the Mortgage Certificates and all distributions payable thereon after the
Closing Date, (iii) any REO Property, together with all collections thereon and
proceeds thereof, (iv) 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, (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 Accounts and the Certificate Account and such assets
that are deposited therein from time to time and any investments thereof,
together with any and all income, proceeds and payments with respect thereto.
Trust REMIC: Either of the Upper-Tier REMIC or the Lower Tier REMIC.
Trustee: Wachovia Bank, National Association, and its
successors-in-interest and, if a successor trustee is appointed hereunder, such
successor, as trustee.
Uncertificated Lower-Tier Interest: Each of the Class LT1A1, Class
LT1A6, Class LT1A8, Class LT1A10, Class LT1A12, Class LT1A16, Class LT1A1/2,
Class LT1AIO, Class LT1APO, Class LT1B, Class LT2A1, Class LT2A2, Class LT2A3,
Class LT2A4, Class LT2A5, Class LT2A6, Class LT2A7, Class LT2A8, Class LT2A1/2
and Class LT1AR Interests. Each such Uncertificated Lower-Tier interest shall
represent a "regular interest" in the Lower-Tier REMIC for purposes of the REMIC
Provisions and shall be held as an asset of the Upper-Tier REMIC. Each
Uncertificated Lower-Tier Interest shall accrue interest, if any, at the related
Uncertificated Lower-Tier REMIC Rate in effect from time to time, and shall be
entitled to distributions of principal, if any, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial uncertificated
principal balance as set forth in the Preliminary Statement hereto.
Uncertificated Lower-Tier REMIC Rate: With respect to each
Uncertificated Lower-Tier Interest, the rate set forth in the Preliminary
Statement for the Lower-Tier REMIC.
Uninsured Cause: Any cause of damage to a Mortgaged Property, the
cost of the complete restoration of which is not fully reimbursable under the
hazard insurance policies required to be maintained pursuant to Section 3.12.
Upper-Tier Certificate Sub-Account: The deemed sub-account of the
Certificate Account designated by the Securities Administrator pursuant to
Section 3.09(i).
Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests and the
Mortgage Certificates and such amounts as shall from time to time be deemed held
in the Upper-Tier Certificate Sub-Account.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
VA: The Department of Veterans Affairs, formerly known as the
Veterans Administration, or any successor thereto.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holders of
the Residual Certificates, (b) 1% of all Voting Rights shall be allocated to the
Holders of the Class 30-IO Certificates, (c) 1% of all Voting Rights shall be
allocated to the Holders of the Class 1-A-11 Certificates, (d) 1% of all Voting
Rights shall be allocated to the Holders of the Class 1-A-12 Certificates, (e)
1% of all Voting Rights shall be allocated to the Holders of the Class 2-A-8
Certificates and (f) the remaining Voting Rights shall be allocated among
Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.
Washington Mutual: Washington Mutual Bank
Washington Mutual Servicing Agreement: Collectively, the Mortgage
Loan Purchase and Sale Agreement (Amended and Restated), dated as of July 1,
2003, between Washington Mutual and BANA (as successor in interest to BAMCC), as
purchaser (as amended by (i) that certain July 2004 Amendment and (ii) that
certain Master Assignment, Assumption and Recognition Agreement, dated as of
July 1, 2004, by and among BAMCC, BANA and Washington Mutual) and (b) the
Servicing Agreement (Amended and Restated), dated as of July 1, 2003, by and
between BANA and Washington Mutual (as successor in interest to Washington
Mutual Bank, FA) (as amended by that certain July 2004 Servicing Amendment), and
(iii) the Assignment, Assumption and Recognition Agreement, dated May 27, 2005,
by and among BANA, the Depositor, the Trustee and Washington Mutual Bank and
acknowledged by the Master Servicer.
Xxxxx Fargo Bank: Xxxxx Fargo Bank, N.A., in its capacity as
Servicer under the Xxxxx Fargo Servicing Agreement.
Xxxxx Fargo Servicing Agreement: Collectively, the Mortgage Loan
Purchase Agreement, dated as of March 1, 2005, by and between BANA and Xxxxx
Fargo Bank, the Master Seller's Warranties and Servicing Agreement, dated as of
March 1, 2005, by and between BANA and Xxxxx Fargo Bank, as seller and servicer,
the Assignment and Conveyance Agreement, dated as of April 27, 2005, between
BANA and Xxxxx Fargo Bank and the Assignment, Assumption and Recognition
Agreement, dated May 27, 2005, by and among BANA, the Depositor, the Trustee and
Xxxxx Fargo Bank and acknowledged by the Master Servicer.
Section 1.02 Interest Calculations. All calculations of interest will be
made on a 360-day year consisting of twelve (12) 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest xxxxx with one-half
of one xxxxx being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust
for the benefit of the Certificateholders, without recourse, all the right,
title and interest of the Depositor in and to the Mortgage Loans and the related
Mortgage Files, including all interest and principal received on or with respect
to the Mortgage Loans (other than payments of principal and interest due and
payable on the Mortgage Loans on or before the Cut-Off Date), the Depositor's
right, title and interest in and to the Mortgage Certificates (including all
distributions payable thereon after the Closing Date), the Depositor's rights
under the Mortgage Loan Purchase Agreement, including the rights of the
Depositor as assignee of the Seller with respect to the Seller's rights under
the Servicing Agreements, and the Depositor's rights under the BANA Servicing
Agreement. The foregoing sale, transfer, assignment and set over does not and is
not intended to result in a creation of an assumption by the Trustee of any
obligation of the Depositor or any other Person in connection with the Mortgage
Loans or the Mortgage Certificates or any agreement or instrument relating
thereto, except as specifically set forth herein. In connection with the sale
and assignment of the Mortgage Certificates, the Depositor shall have caused the
records of the Depository to reflect that the Securities Administrator, on
behalf of the Trustee, is the beneficial owner of such Mortgage Certificates as
of the Closing Date. 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 of the Mortgage
Loans, 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 Wachovia Bank,
National Association, as trustee for holders of Banc of America Funding
Corporation Mortgage Pass-Through Certificates, Series 2005-3, without
recourse," with all necessary intervening endorsements showing a complete
chain of endorsement from the originator to the Trustee (each such
endorsement being sufficient to transfer all right, title and interest of
the party so endorsing, as noteholder or assignee thereof, in and to that
Mortgage Note) and, in the case of any Mortgage Loan originated in the
State of New York documented by a NYCEMA, the NYCEMA, the new Mortgage
Note, if applicable, the consolidated Mortgage Note and the consolidated
Mortgage;
(ii) except as provided below and other than with respect to the
Mortgage Loans purchased by the Seller from Xxxxx Fargo Bank, N.A., the
original recorded Mortgage with evidence of a recording thereon, or if any
such Mortgage has not been returned from the applicable recording office
or has been lost, or if such public recording office retains the original
recorded Mortgage, a copy of such Mortgage certified by the applicable
Servicer (which may be part of a blanket certification) as being a true
and correct copy of the Mortgage;
(iii) subject to the provisos at the end of this paragraph, a duly
executed Assignment of Mortgage to "Wachovia Bank, National Association,
as trustee for the holders of Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2005-3" (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
Seller from Xxxxx Fargo Bank, N.A., 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
Seller from Xxxxx Fargo Bank, any of (A) the original or duplicate
original mortgagee title insurance policy and all riders thereto, (B) a
title search showing no lien (other than standard exceptions) on the
Mortgaged Property senior to the lien of the Mortgage or (C) an opinion of
counsel of the type customarily rendered in the applicable jurisdiction in
lieu of a title insurance policy;
(vi) the original of any guarantee executed in connection with the
Mortgage Note;
(vii) for each Mortgage Loan, if any, which is secured by a
residential long-term lease, a copy of the lease with evidence of
recording indicated thereon, or, if the lease is in the process of being
recorded, a photocopy of the lease, certified by an officer of the
respective prior owner of such Mortgage Loan or by the applicable title
insurance company, closing/settlement/escrow agent or company or closing
attorney to be a true and correct copy of the lease transmitted for
recordation;
(viii) the original of any security agreement, chattel mortgage or
equivalent document executed in connection with the Mortgage; and
(ix) for each Mortgage Loan secured by Cooperative Stock (other than
with respect to any Mortgage Loan secured by Cooperative Stock purchased
by the Seller from Xxxxx Fargo Bank, N.A.), 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 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 Seller 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
Bank, the Master Servicer, the Trustee or Securities Administrator that a
Document Transfer Event has occurred, the Depositor shall, with respect to
Mortgage Loans purchased by the Seller from Xxxxx Fargo Bank, deliver or cause
to be delivered to the Trustee or the 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) 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, 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 the Depositor 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;
(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:
(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).
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 any Rating Agency in
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, the Trustee and the Custodian 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 and Mortgage Certificates. 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 or the Securities Administrator on behalf of the Trustee will
hold such other assets as are included in the Trust Estate delivered to it,
including the Mortgage Certificates, 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 and the Master Servicer a certification in the form attached hereto as
Exhibit K-1 (the "Initial Mortgage Loan 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
for which such Person is acting as Custodian listed on the Mortgage Loan
Schedule. The Securities Administrator shall deliver to the Trustee and the
Depositor a certification attached hereto as Exhibit K-2 (the "Initial Mortgage
Certificate Certification") to the effect that the Depositor has caused the
records of the Depository to reflect the Securities Administrator as the
beneficial owner of the Mortgage Certificates listed on the Mortgage Certificate
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, no
later than 30 days after completion of such review, to the Depositor and the
Master Servicer a certification in the form attached hereto as Exhibit L (the
"Final Certification") to the effect that, as to each Mortgage Loan for which it
is acting as Custodian 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 and any Custodian
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, the Trustee
shall promptly notify or shall cause a Custodian promptly to notify, as the case
may be (and in no event more than 30 days after completion of the review), the
Master Servicer and the Depositor. To the extent such defect materially
adversely affects the value of the Mortgage Loan or the interests of the
Certificateholders therein, the Depositor hereby covenants and agrees that it
will promptly correct or cure such defect within 90 days from the date it was so
notified of such defect and, if the Depositor does not correct or cure such
defect within such period, the Depositor will purchase such Mortgage Loan from
the Trust at the Purchase Price for such Mortgage Loan.
If the Depositor, the Master Servicer, the Securities Administrator,
the Trustee or a Custodian discovers a breach by a Servicer or the Seller of any
representation, warranty or covenant under the Servicing Agreements or the
Mortgage Loan Purchase Agreement in respect of any Mortgage Loan and such breach
materially adversely affects the interest of the Certificateholders in the
related Mortgage Loan (provided that any such breach that causes the Mortgage
Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3)
of the Code shall be deemed to materially and adversely affect the interests of
the Certificateholders), then such party shall promptly so notify or cause a
Custodian to promptly so notify the Master Servicer, the Seller, such Servicer
and the Depositor of such breach and request that the applicable Servicer or the
Seller, as applicable, cure such breach within 90 days of its discovery or its
receipt of notice of such breach. If the Seller or the applicable Servicer, as
the case may be, does not cure such breach in all material respects during such
period, the Trustee shall enforce the applicable Servicer's or Seller's
obligation, as the case may be, under the applicable Servicing Agreement or the
Mortgage Loan Purchase Agreement, as applicable, and cause the applicable
Servicer or Seller, as applicable, to either (a) if so provided for in the
applicable Servicing Agreement or the Mortgage Loan Purchase Agreement, as
applicable, 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 (2) years from the Closing Date;
provided, further, that such substitution or repurchase must occur within 90
days of when such defect was discovered if such defect will cause the Mortgage
Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3)
of the Code.
It is understood that the scope of the Trustee and a Custodian's
review of the Mortgage Files is limited solely to confirming that the documents
listed in Section 2.01 have been received and further confirming that any and
all documents delivered pursuant to Section 2.01 appear on their face to have
been executed and relate to the applicable Mortgage Loans identified in the
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.
In the event of a discovery of a breach of any representation or
warranty of a Servicer or the Seller, the Trustee shall enforce the rights of
the Trust under the Servicing Agreements and the Mortgage Loan Purchase
Agreement for the benefit of the Certificateholders. In the event of a breach of
the representations or warranties with respect to the Mortgage Loans set forth
in a Servicing Agreement, the Trustee shall enforce the right of the Trust to be
indemnified for such breach of representation or warranty. In addition, if a
breach of a representation with respect to a Mortgage Loan set forth in clauses
(k) or (o) of paragraph 3 or clauses (f) or (oo) of paragraph 4 of the Mortgage
Loan Purchase Agreement occurs as a result of a violation of an applicable
predatory or abusive lending law, the Trustee shall enforce the right of the
Trust to reimbursement by the Seller for all costs or damages incurred by the
Trust as a result of the violation of such law (such amount, the "Reimbursement
Amount"), but in the case of a breach of a representation set forth in clauses
(k) or (o) of paragraph 3 of the Mortgage Loan Purchase Agreement, only to the
extent the applicable Servicer does not so reimburse the Trust. It is understood
and agreed that, except for any indemnification provided in the Servicing
Agreements and the payment of any Reimbursement Amount, the obligation of a
Servicer or the Seller to cure, to repurchase (or if so provided for in the
applicable Servicing Agreement or the Mortgage Loan Purchase Agreement, 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
or the Seller in respect of such omission, defect or breach available to the
Trustee on behalf of 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 Seller's knowledge or as to which the Seller had no
knowledge, if it is discovered by the Depositor, the Master Servicer or the
Trustee that the substance of such representation or warranty is inaccurate and
such inaccuracy materially and adversely affects the interest of the
Certificateholders in the related Mortgage Loan then, notwithstanding the
Seller's lack of knowledge with respect to the substance of such representation
or warranty being inaccurate as the time the representation or warranty was
made, such inaccuracy shall be deemed a breach of the applicable representation
or warranty.
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 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 Seller 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.
The representations and warranties of each Servicer with respect to
the applicable Mortgage Loans in the related Servicing Agreement, which have
been assigned to the Trustee hereunder, were made as of the date specified in
such Servicing Agreement. To the extent that any fact, condition or event with
respect to a Mortgage Loan constitutes a breach of both (i) a representation or
warranty of a Servicer under the related Servicing Agreement and (ii) a
representation or warranty of the Seller under the Mortgage Loan Purchase
Agreement, the only right or remedy of the Trustee or of any Certificateholder
shall be the Trustee's right to enforce the obligations of the applicable
Servicer under any applicable representation or warranty made by it. The Trustee
acknowledges that the Seller shall have no obligation or liability with respect
to any breach of a representation or warranty made by it with respect to the
Mortgage Loans if the fact, condition or event constituting such breach also
constitutes a breach of a representation or warranty made by the applicable
Servicer in the applicable Servicing Agreement, without regard to whether such
Servicer fulfills its contractual obligations in respect of such representation
or warranty. The Trustee further acknowledges that the Depositor shall have no
obligation or liability with respect to any breach of any representation or
warranty with respect to the Mortgage Loans under any circumstances.
With respect to each Substitute Mortgage Loan, the Seller or the
related Servicer (to the extent required in the related Servicing Agreement), as
applicable, shall deliver to the Trustee (or a Custodian on behalf of the
Trustee), for the benefit of the Certificateholders, the Mortgage Note, the
Mortgage, the related Assignment of Mortgage (except for any Mortgage which has
been recorded in the name of MERS or its designee), and such other documents and
agreements as are otherwise required by Section 2.01, with the Mortgage Note
endorsed and the Mortgage assigned as required by Section 2.01. No substitution
is permitted to be made in any calendar month after the Determination Date for
such month. Monthly Payments due with respect to any such Substitute Mortgage
Loan in the month of substitution shall not be part of the Trust Estate. For the
month of substitution, distributions to Certificateholders will include the
Monthly Payment due for such month on any Defective Mortgage Loan for which the
Seller or a Servicer 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 and any
Custodian. Upon such substitution of a Mortgage Loan by the Seller or a
Servicer, each Substitute Mortgage Loan shall be subject to the terms of this
Agreement in all respects, and the Seller shall be deemed to have made to the
Trustee with respect to such Substitute Mortgage Loan, as of the date of
substitution, the representations and warranties made pursuant to paragraph 4 of
the Mortgage Loan Purchase Agreement (with respect to each Mortgage Loan
substituted by the Seller) and the representations and warranties made pursuant
to paragraph 3 of the Mortgage Loan Purchase Agreement (with respect to each
Mortgage Loan substituted by a Servicer). Upon any such substitution and the
deposit to the Master Servicer Custodial Account of any required Substitution
Adjustment Amount (as described in the next paragraph) and receipt 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 the Seller or the related Servicer, as applicable, and shall execute and
deliver at the Seller's or related Servicer's direction, as applicable, such
instruments of transfer or assignment prepared by the Seller or the related
Servicer, as applicable, without recourse, as shall be necessary to vest title
in the Seller or the related Servicer or its designee to the Trustee's interest
in any Defective Mortgage Loan substituted for pursuant to this Section 2.02.
For any month in which the Seller or a Servicer 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 the Seller or a Servicer, as applicable, as of the
date of substitution is less than the aggregate Stated Principal Balance of all
such Defective Mortgage Loans substituted by the Seller or such Servicer or
(after application of the principal portion of the Monthly Payments due in the
month of substitution) (the "Substitution Adjustment Amount") plus an amount
equal to the aggregate of any unreimbursed Advances with respect to such
Defective Mortgage Loans shall be remitted by the Seller or the related Servicer
(to the extent required by the related Servicing Agreement), as applicable, 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 the 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.
The Trustee or a Custodian, on behalf of the Trustee, shall be under
no duty or obligation (i) to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they are genuine,
enforceable, or appropriate for the represented purpose or that they are other
than what they purport to be on their face or (ii) to determine whether any
Mortgage File should include any of the documents specified in Section
2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection with making the
certifications required hereunder, to the extent a title search or opinion of
counsel had 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.
Within 90 days of its discovery or its receipt of notice of breach
of a representation relating to the Mortgage Certificates in Section 2.04, the
Depositor shall cure such breach in all material respects or shall repurchase
each affected Mortgage Certificate from the Trustee at a price equal to the sum
of (i) the Mortgage Certificate Principal Balance for such Mortgage Certificate
as of the next Distribution Date and (ii) one month's interest on such Mortgage
Certificate Principal Balance at the then-applicable Mortgage Certificate Rate
for such Mortgage Certificate. The purchase price for any repurchased Mortgage
Certificates shall be deposited by the Securities Administrator in the
Certificate Account. It is understood and agreed that the obligation of the
Depositor to repurchase any Mortgage Certificates as to which a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders of Group 2 Certificates or the
Trustee on behalf of the Certificateholders.
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer. (a) The Master Servicer hereby makes the following representations and
warranties to the Depositor, the Securities Administrator and the Trustee, as of
the Closing Date:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States of America and has all licenses necessary to carry on its
business as now being conducted 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
provision of, or conflict with or constitute a default under or result in
the acceleration of any obligation under, any agreement, indenture or loan
or credit agreement or other instrument to which the Master Servicer or
its property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Master Servicer or its
property is subject.
(iv) There is no action, suit, proceeding or investigation pending
or, to the best knowledge of the Master Servicer, threatened against the
Master Servicer which, either individually or in the aggregate, would
result in any material adverse change in the business, operations,
financial condition, properties or assets of the Master Servicer, or in
any material impairment of the right or ability of the Master Servicer to
carry on its business substantially as now conducted or which would draw
into question the validity of this Agreement or the Mortgage Loans or of
any action taken or to be taken in connection with the obligations of the
Master Servicer contemplated herein, or which would materially impair the
ability of the Master Servicer to perform under the terms of this
Agreement.
The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.
Section 2.04 Representations and Warranties as to the Mortgage Loans
and the Mortgage Certificates. The Depositor hereby represents and warrants to
the Trustee with respect to the Mortgage Loans or each Mortgage Loan, as the
case may be, and with respect to the Mortgage Certificates or each Mortgage
Certificate, 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
and the Mortgage Certificates. The Mortgage Loans and the Mortgage
Certificates 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 and the Mortgage
Certificates 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 or the Mortgage Certificates.
(ii) As of the Closing Date, the Depositor has transferred all
right, title and interest in the Mortgage Loans and the Mortgage
Certificates to the Trustee on behalf of the Trust.
(iii) As of the Closing Date, the Depositor has not transferred the
Mortgage Loans or the Mortgage Certificates to the Trustee on behalf of
the Trust with any intent to hinder, delay or defraud any of its
creditors.
It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall survive delivery of the Mortgage
Certificates to the Securities Administrator on behalf of the Trustee and shall
inure to the benefit of the Trustee, notwithstanding any restrictive or
qualified endorsement or assignment.
Section 2.05 Designation of Interests in the REMICs. The Securities
Administrator hereby designates the Classes of Senior Certificates (other than
the Class A-1/2, Class 1-A-R and Class 1-A-LR Certificates) and the Classes of
Subordinate Certificates and each Component as "regular interests" and the Class
1-A-R Certificate as the sole class of "residual interest" in the Upper-Tier
REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
The Securities Administrator hereby further designates the Uncertificated
Lower-Tier Interests as classes of "regular interests" and the Class 1-A-LR
Certificate as the sole class of "residual interest" in the Lower-Tier REMIC for
the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.
Section 2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier
REMIC within the meaning of Section 860G(a)(9) of the Code.
Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the Upper-Tier REMIC and the
Lower-Tier REMIC is June 25, 2035.
Section 2.08 Execution and Delivery of Certificates. The Securities
Administrator (i) acknowledges the issuance of and hereby declares that it holds
the Uncertificated Lower-Tier Interests and the Mortgage Certificates on behalf
of the Upper-Tier REMIC and the Certificateholders and (ii) has executed and
delivered to or upon the order of the Depositor, in exchange for the Mortgage
Loans, the Mortgage Certificates and Uncertificated Lower-Tier Interests,
together with all other assets included in the definition of "Trust Estate,"
receipt of which is hereby acknowledged, the Certificates in authorized
denominations which evidence ownership of the entire Trust Estate.
ARTICLE III
ADMINISTRATION AND MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicing of the Mortgage Loans. For and on
behalf of the Certificateholders, the Master Servicer shall supervise, monitor
and oversee the obligations of the Servicers to service and administer their
respective Mortgage Loans in accordance with the terms of the applicable
Servicing Agreement and shall have full power and authority to do any and all
things which it may deem necessary or desirable in connection with such master
servicing and administration. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with this Agreement, subject to
the prior sentence, and with Customary Servicing Procedures. Furthermore, the
Master Servicer shall oversee and consult with each Servicer as necessary from
time-to-time to carry out the Master Servicer's obligations hereunder, shall
receive, review and evaluate all reports, information and other data provided to
the Master Servicer by each Servicer and shall cause each Servicer to perform
and observe the covenants, obligations and conditions to be performed or
observed by such Servicer under the applicable Servicing Agreement. The Master
Servicer shall independently and separately monitor each Servicer's servicing
activities with respect to each related Mortgage Loan, reconcile the results of
such monitoring with such information provided in the previous sentence on a
monthly basis and coordinate corrective adjustments to the Servicers' and the
Master Servicer's records, and based on such reconciled and corrected
information, prepare the Master Servicer's Certificate and any other information
and statements required hereunder. The Master Servicer shall reconcile the
results of its Mortgage Loan monitoring with the actual remittances of the
Servicers to the Master Servicer Custodial Account pursuant to the applicable
Servicing Agreements.
Continuously from the date hereof until the 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.
The relationship of the Master Servicer (and of any successor to the
Master Servicer as master servicer under this Agreement) to the Trustee and the
Securities Administrator under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.
Section 3.02 Monitoring of Servicers. (a) The Master Servicer shall
be responsible for reporting to the Trustee, the Securities Administrator and
the Depositor the compliance by each Servicer with its duties under the related
Servicing Agreement. In the review of each Servicer's activities, the Master
Servicer may rely upon an officer's certificate of the Servicer with regard to
such Servicer's compliance with the terms of its Servicing Agreement. In the
event that the Master Servicer, in its judgment, determines that a Servicer
should be terminated in accordance with its Servicing Agreement, or that a
notice should be sent pursuant to such Servicing Agreement with respect to the
occurrence of an event that, unless cured, would constitute grounds for such
termination, the Master Servicer shall notify the Depositor, the Securities
Administrator and the Trustee thereof and the Master Servicer shall issue such
notice or take such other action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Servicing Agreement, and shall, in the event that a Servicer fails to
perform its obligations in accordance with the related Servicing Agreement,
subject to the preceding paragraph, terminate the rights and obligations of such
Servicer thereunder and act as successor Servicer of the related Mortgage Loans
under the applicable Servicing Agreement (except, in the case of the termination
of Xxxxx Fargo Bank as a Servicer under the Xxxxx Fargo Servicing Agreement, the
Trustee shall either act as successor Servicer or shall appoint a successor
Servicer of the related Mortgage Loans under the Xxxxx Fargo Servicing
Agreement) or cause the Trustee to enter in to 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 and Trustee, as applicable, shall pay the costs of such enforcement at
its own expense, and shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Mortgage Loans or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party whom such enforcement is directed, provided that the Master Servicer and
the Trustee, as applicable, shall not be required to prosecute or defend any
legal action except to the extent that the Master Servicer or the Trustee, as
applicable, shall have received reasonable indemnity for its costs and expenses
in pursuing such action.
(c) To the extent that the costs and expenses of the Master Servicer
or the Trustee, as applicable, related to any termination of a Servicer,
appointment of a successor Servicer or the transfer and assumption of servicing
by the Master Servicer or the Trustee, as applicable, with respect to any
Servicing Agreement (including, without limitation, (i) all legal costs and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential termination of the Servicer as a result of an Event of Default
by such Servicer and (ii) all costs and expenses associated with the complete
transfer of servicing, including all servicing files and all servicing data and
the completion, correction or manipulation of such servicing data as may be
required by the successor Servicer to correct any errors or insufficiencies in
the servicing data or otherwise to enable the successor Servicer to service the
Mortgage Loans in accordance with the related Servicing Agreement) are not fully
and timely reimbursed by the terminated Servicer, the Master Servicer (except in
the case of the termination of Xxxxx Fargo Bank as a Servicer) or the Trustee,
as applicable, shall be entitled to reimbursement of such costs and expenses
from the Master Servicer Custodial Account; provided that if such Servicing
Transfer Costs are ultimately reimbursed by the terminated Servicer, then the
Master Servicer or the Trustee, as applicable, shall remit such amounts that are
reimbursed by the terminated Servicer to the Master Servicer Custodial Account.
(d) The Master Servicer shall require each Servicer to comply with
the remittance requirements and other obligations set forth in the related
Servicing Agreement.
(e) If the Master Servicer acts as Servicer, it will not assume
liability for the representations and warranties of the Servicer, if any, that
it replaces.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The
Master Servicer shall maintain, at its own expense, a blanket fidelity bond and
an errors and omissions insurance policy, with broad coverage on all officers,
employees or other persons involved in the performance of its obligations as
Master Servicer hereunder. These policies must insure the Master Servicer
against losses resulting from dishonest or fraudulent acts committed by the
Master Servicer's personnel, any employees of outside firms that provide data
processing services for the Master Servicer, and temporary contract employees or
student interns. No provision of this Section 3.03 requiring such fidelity bond
and errors and omissions insurance shall diminish or relieve the Master Servicer
from its duties and obligations as set forth in this Agreement. The minimum
coverage under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by FNMA in the FNMA Servicing Guide or by FHLMC
in the FHLMC Sellers' & Servicers' Guide, as amended or restated from time to
time, or in an amount as may be permitted to the Master Servicer by express
waiver of FNMA or FHLMC. In the event that any such policy or bond ceases to be
in effect, the Master Servicer shall obtain a comparable replacement policy or
bond from an insurer or issuer, meeting the requirements set forth above as of
the date of such replacement.
Section 3.04 Access to Certain Documentation. The Master Servicer
shall provide, and the Master Servicer shall cause each Servicer to provide in
accordance with the related Servicing Agreement, to the OCC, the OTS, the FDIC
and to comparable regulatory authorities supervising Holders of Certificates and
the examiners and supervisory agents of the OCC, the OTS, the FDIC and such
other authorities, access to the documentation required by applicable
regulations of the OCC, the OTS, the FDIC and such other authorities with
respect to the Mortgage Loans. Such access shall be afforded without charge, but
only upon reasonable and prior written request and during normal business hours
at the offices designated by the Master Servicer and the related Servicer. In
fulfilling such request for access, the Master Servicer shall not be responsible
to determine the sufficiency of any information provided by such Servicer.
Nothing in this Section 3.04 shall limit the obligation of the Master Servicer
and the related Servicer to observe any applicable law and the failure of the
Master Servicer or the related Servicer to provide access as provided in this
Section 3.04 as a result of such obligation shall not constitute a breach of
this Section 3.04.
Section 3.05 Maintenance of Primary Mortgage Insurance Policy;
Claims. (a) The Master Servicer shall not take, or permit any Servicer (to the
extent such action is prohibited under the applicable Servicing Agreement) to
take, any action that would result in noncoverage under any applicable Primary
Mortgage Insurance Policy of any loss which, but for the actions of such the
Master Servicer or Servicer, would have been covered thereunder. The Master
Servicer shall use its best reasonable efforts to cause each Servicer (to the
extent required under the related Servicing Agreement) to keep in force and
effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
such insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not permit
any Servicer (to the extent required under the related Servicing Agreement) to,
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in
effect at the date of the initial issuance of the Mortgage Note and is required
to be kept in force hereunder except in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable.
(b) The Master Servicer agrees to present, or to cause each Servicer
(to the extent required under the related Servicing Agreement) to present, on
behalf of the Trustee and the Certificateholders, claims to the insurer under
any Primary Mortgage Insurance Policies and, in this regard, to take such
reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Sections 3.08 and 3.09, any amounts collected by the Master Servicer or any
Servicer under any Primary Mortgage Insurance Policies shall be deposited in the
Master Servicer Custodial Account, subject to withdrawal pursuant to Section
3.11.
Section 3.06 Rights of the Depositor, the Securities Administrator
and the Trustee in Respect of the Master Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer hereunder and in connection with any such
defaulted obligation to exercise the related rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be relieved of any of its
obligations hereunder by virtue of such performance by the Depositor or its
designee. None of the Securities Administrator, the Trustee or the Depositor
shall have any responsibility or liability for any action or failure to act by
none of the Master Servicer and the Securities Administrator, the Trustee or the
Depositor shall be obligated to supervise the performance of the Master Servicer
hereunder or otherwise.
Section 3.07 Trustee to Act as Master Servicer. 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.
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. The
Master Servicer shall enforce the obligation of each Servicer to establish and
maintain a Servicer Custodial Account in accordance with the applicable
Servicing Agreement, with records to be kept with respect thereto on a loan by
loan basis, into which accounts shall be deposited within 48 hours (or as of
such other time specified in the related Servicing Agreement) of receipt all
collections of principal and interest on any Mortgage Loan and all collections
with respect to any REO Property received by a Servicer, including Principal
Prepayments, Insurance Proceeds, Compensating Interest, Liquidation Proceeds,
Recoveries and Advances made from the Servicer's own funds (less servicing
compensation as permitted by the applicable Servicing Agreement in the case of
any Servicer) and all other amounts to be deposited in the Servicer Custodial
Account. The Master Servicer is hereby authorized to make withdrawals from and
deposits to the related Servicer Custodial Account for purposes required or
permitted by this Agreement.
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; Collection of
Distributions on Mortgage Certificates; Master Servicer Custodial Accounts and
Certificate 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 use all reasonable efforts to
collect all distributions due with respect to the Mortgage Certificates and,
consistent with such efforts, follow such normal and customary procedures as it
deems necessary or desirable. If the Securities Administrator shall not have
received a distribution with respect to the Mortgage Certificates by the second
Business Day after the date on which such distribution was due and payable
pursuant to the terms of the Mortgage Certificates and the applicable Governing
Agreement, the Securities Administrator shall notify the Certificateholders of
the Group 2 Certificates and the Class A-1/2 Certificates, request such payment
as promptly as possible in accordance with applicable law and shall, subject to
the second to last sentence of this paragraph, take such legal action as
directed by the Holders of such Certificates entitled to at least 51% of the
aggregate Voting Rights of all Group 2 Certificates and the Class A-1/2
Certificates. The reasonable legal fees and expenses incurred by the Securities
Administrator in connection with the prosecution of any such legal action shall
be reimbursable to the Securities Administrator out of the proceeds of any such
action and shall be retained by the Securities Administrator prior to the
deposit of any remaining proceeds in the Certificate Account pending
distribution thereof to the Certificateholders in accordance with Section 5.03
hereof. In the event that the Securities Administrator has reason to believe
that the proceeds of any such legal action may be insufficient to reimburse it
for its projected legal fees and expenses, the Securities Administrator shall
notify the related Certificateholders that it is not obligated to pursue any
such available remedies unless adequate indemnity for its legal fees and
expenses is provided by the related Certificateholders. In the event any such
indemnity is provided to the Securities Administrator, the Securities
Administrator shall take such action as shall be directed by the Holders of the
Group 2 Certificates and the Class A-1/2 Certificates entitled to at least 51%
of the aggregate Voting Rights of all Group 2 Certificates and the Class A-1/2
Certificates.
(c) The Securities Administrator shall establish and maintain the
Certificate Account, which shall be deemed to consist of three sub-accounts and
into which (i) 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 and (ii) the
Securities Administrator shall deposit, upon receipt, all amounts received with
respect to Mortgage Certificates.
(d) The Master Servicer shall establish and maintain the Master
Servicer Custodial Account, which shall be an Eligible Account and which may be
deemed to be a sub-account of the Certificate Account for so long as the Master
Servicer and the Securities Administrator are the same Person. 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.
(e) On a daily basis within one (1) Business Day of receipt (except
as otherwise specifically provided herein), the Master Servicer shall deposit or
cause to be deposited the following payments and collections remitted to the
Master Servicer by each Servicer from its respective Servicer Custodial Account
pursuant to the related Servicing Agreement or otherwise or received by the
Master Servicer in respect of the Mortgage Loans subsequent to the Cut-Off Date
(other than in respect of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date) and the following amounts required to be deposited
hereunder:
(i) all payments on account of principal of the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans, net
of the related Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds, other
than Insurance Proceeds to be (1) applied to the restoration or repair
of the Mortgaged Property, (2) released to the Mortgagor in accordance
with Customary Servicing Procedures or (3) required to be deposited to
an Escrow Account pursuant to Section 3.08 and (B) any Insurance
Proceeds released from an Escrow Account;
(iv) any amount required to be deposited by the Master Servicer
pursuant to Section 3.09(f) in connection with any losses on Permitted
Investments with respect to the Master Servicer Custodial Account;
(v) any amounts relating to REO Property required to be remitted by
the applicable Servicer;
(vi) Periodic Advances made by the applicable Servicer pursuant to
the related Servicing Agreement (or, if applicable, by the Master
Servicer or the Trustee pursuant to Section 3.21) and any Compensating
Interest paid by the applicable Servicer pursuant to the related
Servicing Agreement;
(vii) all Purchase Prices, all Substitution Adjustment Amounts and
all Reimbursement Amounts to the extent received by the Servicer;
(viii) any Recoveries; and
(ix) any other amounts required to be deposited hereunder.
If the Master Servicer shall deposit any amount not required to be
deposited, it may at any time withdraw such amount from the Master Servicer
Custodial Account, any provision herein to the contrary notwithstanding. All
funds required to be deposited in the Master Servicer Custodial Accounts 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.
(f) 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.
(g) 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
additional 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 in the Certificate Account.
Notwithstanding the foregoing, all amounts on deposit in the Certificate Account
relating to the Mortgage Certificates shall be held uninvested.
(h) 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.
(i) The Securities Administrator shall designate the Upper-Tier
Certificate Sub-Account as a sub-account of the Certificate Account. On each
Distribution Date, the Securities Administrator shall from funds available on
deposit in the Certificate Account, be deemed to deposit into the Upper-Tier
Certificate Sub-Account, the Lower-Tier Distribution Amount and all amounts
received in respect of the Mortgage Certificates.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans The Master Servicer shall afford and shall enforce
the obligation of the Servicers to afford the Securities Administrator and the
Trustee reasonable access to all records and documentation regarding the
Mortgage Loans and all accounts, insurance information and other matters
relating to this Agreement, such access being afforded without charge, but only
upon reasonable request and during normal business hours at the office
designated by the Master Servicer or the applicable Servicer.
Section 3.11 Permitted Withdrawals from the Certificate Account and
the Master Servicer Custodial Account. (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, the Securities Administrator
Fee and all amounts provided for under Section 9.11, other than the
amounts provided for in the first sentence of Section 9.11);
(iii) to reimburse the Servicers (or, if applicable, itself or the
Trustee) for unreimbursed Advances made pursuant to the related
Servicing Agreement (or in the case of itself or the Trustee, pursuant
to Section 3.21), such right of reimbursement pursuant to this clause
(iii) being limited first to amounts received on the Mortgage Loans
serviced by such Servicer in respect of which any such Advance was made
and then limited to amounts received on all the Mortgage Loans serviced
by such Servicer (or, if applicable, the Master Servicer or the
Trustee);
(iv) to reimburse the Servicers (or, if applicable, itself or the
Trustee) for any Nonrecoverable Advance previously made, such right of
reimbursement pursuant to this clause (iv) being limited first to
amounts received on the Mortgage Loans in 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
3.15(f), all amounts received thereon after the date of such purchase;
(vii) to reimburse itself or the Depositor for expenses incurred by
either of them and reimbursable pursuant to this Agreement, including
but not limited to, Section 3.02 and Section 7.03;
(viii) to withdraw any amount deposited in the Master Servicer
Custodial Account and not required to be deposited therein; and
(ix) to clear and terminate the Master Servicer Custodial Account
upon termination of this Agreement pursuant to Section 10.01.
If the Master Servicer shall remit to the Securities Administrator any amount
not required to be remitted, it may at any time direct the Securities
Administrator to withdraw such amount from the 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 Upper-Tier Certificate Sub-Account
shall be used to make payments on the Regular Certificates, the Components and
the Class 1-A-R Certificate as provided in Sections 5.01 and 5.02. The
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.
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.
Pursuant to Sections 3.08 and 3.09, any amounts collected by the
Master Servicer, or by any Servicer, under any insurance policies (other than
amounts to be applied to the restoration or repair of the property subject to
the related Mortgage or released to the Mortgagor in accordance with the
applicable Servicing Agreement) shall be deposited into the Master Servicer
Custodial Account, subject to withdrawal pursuant to Sections 3.09 and 3.11. Any
cost incurred by the Master Servicer or any Servicer in maintaining any such
insurance if the Mortgagor defaults in its obligation to do so shall be added to
the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so
permit; provided, however, that the addition of any such cost shall not be taken
into account for purposes of calculating the distributions to be made to
Certificateholders and shall be recoverable by the Master Servicer or such
Servicer pursuant to Sections 3.08 and 3.09.
Section 3.13 Presentment of Claims and Collection of Proceeds. The
Master Servicer shall (to the extent provided in the applicable Servicing
Agreement) cause the related Servicer to prepare and present on behalf of the
Trustee and the Certificateholders all claims under the Insurance Policies and
take such actions (including the negotiation, settlement, compromise or
enforcement of the insured's claim) as shall be necessary to realize recovery
under such policies. Any proceeds disbursed to the Master Servicer (or disbursed
to a Servicer and remitted to the Master Servicer) in respect of such policies,
bonds or contracts shall be promptly deposited in the Master Servicer Custodial
Account upon receipt, except that any amounts realized that are to be applied to
the repair or restoration of the related Mortgaged Property as a condition
precedent to the presentation of claims on the related Mortgage Loan to the
insurer under any applicable Insurance Policy need not be so deposited (or
remitted).
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. To the extent provided in the applicable Servicing Agreement and to
the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicers to enforce such clauses in accordance with
the applicable Servicing Agreement. If applicable law prohibits the enforcement
of a due-on-sale clause or such clause is otherwise not enforced in accordance
with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
is assumed, the original Mortgagor may be released from liability in accordance
with the applicable Servicing Agreement.
Section 3.15 Realization Upon Defaulted Mortgage Loans; REO
Property. (a) The Master Servicer shall cause each Servicer (to the extent
required under the related Servicing Agreement) to foreclose upon or otherwise
comparably convert the ownership of Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments, all
in accordance with the applicable Servicing Agreement.
(b) With respect to any REO Property, the deed or certificate of
sale shall be taken in the name of the Trust for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Master Servicer shall enforce the obligation of the Servicers, to the extent
provided in the applicable Servicing Agreement, to (i) cause the name of the
Trust to be placed on the title to such REO Property and (ii) ensure that the
title to such REO Property references this Agreement. The Master Servicer shall,
to the extent provided in the applicable Servicing Agreement, cause the
applicable Servicer to sell any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall cause the applicable Servicer to protect and conserve such
REO Property in the manner and to the extent required by the applicable
Servicing Agreement, subject to the REMIC Provisions. In the event that the
Trust Estate acquires any Mortgaged Property as aforesaid or otherwise in
connection with a default or imminent default on a Mortgage Loan, the Master
Servicer shall enforce the obligation of the related Servicer to dispose of such
Mortgaged Property within the time period specified in the applicable Servicing
Agreement, but in any event within three years after the acquisition by the
Servicer for the Trust (such period, the "REO Disposition Period") unless (i)
the Servicer provides to the Trustee, the Master Servicer and the Securities
Administrator an Opinion of Counsel to the effect that the holding by the Trust
of such Mortgaged Property subsequent to the close of the third calendar year
after its acquisition will not result in the imposition of taxes on "prohibited
transactions" of the Trust as defined in Section 860F of the Code or under the
law of any state in which real property securing a Mortgage Loan owned by the
Trust is located or cause any Trust REMIC to fail to qualify as a REMIC for
federal income tax purposes or for state tax purposes under the laws of any
state in which real property securing a Mortgage Loan owned by the Trust is
located at any time that any Certificates are outstanding or (ii) the Servicer
shall have applied for and received an extension of such period from the
Internal Revenue Service, in which case the Trust Estate may continue to hold
such Mortgaged Property for the period of such extension.
(c) The Master Servicer shall, to the extent required by the related
Servicing Agreement, cause the applicable Servicer to deposit all funds
collected and received in connection with the operation of any REO Property in
the related Servicer Custodial Account.
(d) The applicable Servicer, upon the final disposition of any REO
Property, shall be entitled to reimbursement for any related unreimbursed
Advances and other unreimbursed advances as well as any unpaid Servicing Fees
from Liquidation Proceeds received in connection with the final disposition of
such REO Property; provided that any such unreimbursed Advances as well as any
unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to
final disposition, out of any net rental income or other net amounts derived
from such REO Property.
(e) The Liquidation Proceeds from the final disposition of the REO
Property, net of any payment to the applicable Servicer as provided above shall
be deposited in the related Servicer Custodial Account on or prior to the
Determination Date in the month following receipt thereof and be remitted by
wire transfer in immediately available funds to the Master Servicer for deposit
into the Master Servicer Custodial Account.
Notwithstanding any other provision of this Agreement, the Master
Servicer shall not permit any Mortgaged Property acquired by the Trust to be
rented (or allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the Trust in such a manner or pursuant
to any terms that would (i) cause such Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code,
(ii) result in the receipt by any REMIC of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net
income from foreclosure property" which is subject to taxation under the REMIC
Provisions or (iii) subject any REMIC created hereunder to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the Master
Servicer or related Servicer, as applicable, has agreed to indemnify and hold
harmless the Trust with respect to the imposition of any such taxes.
Notwithstanding any other provision of this Agreement, the Master
Servicer and the Securities Administrator, as applicable, shall comply with all
federal withholding requirements with respect to payments to Certificateholders
of interest or original issue discount that the Master Servicer or the
Securities Administrator reasonably believes are applicable under the Code. The
consent of Certificateholders shall not be required for any such withholding.
Without limiting the foregoing, the Master Servicer agrees that it will not
withhold with respect to payments of interest or original issue discount in the
case of a Certificateholder that has furnished or caused to be furnished an
effective Form W-8 or an acceptable substitute form or a successor form and who
is not a "10 percent shareholder" within the meaning of Code Section
871(h)(3)(B) or a "controlled foreign corporation" described in Code Section
881(c)(3)(C) with respect to the Trust or the Depositor. In the event the
Securities Administrator withholds any amount from interest or original issue
discount payments or advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Securities Administrator shall indicate
the amount withheld to such Certificateholder.
(f) On the 2nd Business Day prior to the related Distribution Date,
the Master Servicer shall notify the Depositor of any Mortgage Loan which is 180
days or more delinquent. The Depositor shall be entitled, at its option, to
repurchase any such delinquent Mortgage Loan from the Trust Estate if in the
Depositor's judgment, the default is not likely to be cured by the Mortgagor.
The purchase price for any such Mortgage Loan shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate through the last day of the month in which such
repurchase occurs. The Depositor shall notify the related Servicer and the
Master Servicer of its intent to repurchase such Mortgage Loan. Upon the receipt
of such purchase price, the Master Servicer shall provide to the Trustee the
notification required by Section 3.16 and the Trustee or the Custodian shall
promptly release to the Depositor the Mortgage File relating to the Mortgage
Loan being repurchased.
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, the 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 the 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 the Custodian, as
applicable, shall, upon delivery to the Trustee (or, at the direction of the
Trustee, the 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
Servicer shall cause the Mortgage Files so released to be returned to the
Trustee or the Custodian, as applicable, when the need therefor no longer
exists, unless the Mortgage Loan is liquidated and the proceeds thereof are
deposited in the Servicer Custodial Account, in which case such Servicer shall
deliver to the Trustee or the 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 cause each Servicer to transmit to
the Trustee (or the 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 for any funds received by the Master
Servicer or the related Servicer or which otherwise are collected by the Master
Servicer or the related Servicer as Liquidation Proceeds, Recoveries or
Insurance Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds
collected or held by, or under the control of, the Master Servicer or the
related Servicer in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds, including but
not limited to, any funds on deposit in the Master Servicer Custodial Account or
any Servicer Custodial Account, shall be held by the Master Servicer or the
related Servicer for and on behalf of the Trustee and shall be and remain the
sole and exclusive property of the Trustee, subject to the applicable provisions
of this Agreement and the related Servicing Agreement. The Master Servicer also
agrees that it shall not, and shall enforce any requirement under the related
Servicing Agreement that the related Servicer shall not, knowingly create, incur
or subject any Mortgage File or any funds that are deposited in any Master
Servicer Custodial Account, any Servicer Custodial Account, the 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 a fee in an amount
agreed upon between the Master Servicer 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 Master Servicer shall also be entitled to
additional compensation in the form of the Master Servicer Custodial Account
Reinvestment Income. The Master Servicer shall be required to pay all expenses
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 Annual Statement as to Compliance. The Master Servicer
shall deliver to the Securities Administrator (and the Securities Administrator
will forward to the Trustee and each Rating Agency), no later than March 15
following the end of each calendar year commencing with March 2006, an Officer's
Certificate, signed by two officers of the Master Servicer, stating, as to the
signers thereof, that (a) a review of the activities of the Master Servicer
during the preceding calendar year and of the performance of the Master Servicer
under this Agreement or similar agreements has been made under such officer's
supervision, and (b) to the best of such officer's knowledge, based on such
review, the Master Servicer has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof.
In addition, the Master Servicer shall enforce each Servicer's
obligation under the related Servicing Agreement to provide a similar statement
to the Securities Administrator relating to compliance with the related
Servicing Agreement.
Section 3.20 Annual Independent Public Accountants' Servicing
Statement; Financial Statements The Master Servicer shall enforce each
Servicer's obligation under the related Servicing Agreement to provide a report
to the Securities Administrator, as required to be provided each year pursuant
to each Servicing Agreement, prepared by a firm of independent public
accountants (who may also render other services to such Servicer or any
affiliate thereof) which is a member of the American Institute of Certified
Public Accountants to the effect that such firm has, with respect to such
Servicer's overall servicing operations, examined such operations in accordance
with the requirements of the Uniform Single Attestation Program for Mortgage
Bankers, and stating such firm's conclusions relating thereto.
Section 3.21 Advances. 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 Master Servicer Custodial Account for all Advances of its own funds
made pursuant to the related Servicing Agreement. Based upon information set
forth in the servicer reports, the Master Servicer shall inform the Securities
Administrator of the amount of the Periodic Advance to be made by a Servicer on
each applicable Advance Date no later than the related Remittance Date. If a
Servicer fails to make any required Periodic Advance pursuant to the related
Servicing Agreement, the Master Servicer shall (i) unless the Master Servicer
determines that such Periodic Advance would not be recoverable in its good faith
business judgment, make such Periodic Advance not later than the Business Day
preceding the related Distribution Date and (ii) to the extent such failure
leads to the termination of the Servicer and until such time as a successor
Servicer is appointed, continue to make Periodic Advances required pursuant to
the related Servicing Agreement for any Distribution Date, within the same time
frame set forth in (i) above, unless the Master Servicer determines (to the
extent provided in the related Servicing Agreement) that such Periodic Advance
would not be recoverable; provided that if the Servicer that fails to make such
Periodic Advance is Xxxxx Fargo Bank, the Trustee shall have such obligation to
make such Periodic Advance set forth in this paragraph.
Section 3.22 Reports to the Securities and Exchange Commission. (a)
The Securities Administrator and the Master Servicer shall reasonably cooperate
with the Depositor in connection with the Trust's satisfying its reporting
requirements under the Exchange Act. Without limiting the generality of the
foregoing, the Securities Administrator shall prepare on behalf of the Trust any
monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual
Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as
required by the Exchange Act and the rules and regulations of the Securities and
Exchange Commission thereunder, and the Securities Administrator shall sign and
file (via the Securities and Exchange Commission's Electronic Data Gathering and
Retrieval System) such Forms (other than any Annual Report on Form 10-K, which
shall be signed by the Depositor) on behalf of the Trust. Notwithstanding the
previous sentence, the Depositor shall file the Monthly Form 8-K in connection
with the filing of this Agreement.
(b) Each Monthly Form 8-K shall be filed by the Securities
Administrator within 15 days after each Distribution Date, including a copy of
the monthly statement to Certificateholders delivered pursuant to Section
5.06(b) (each, a "Distribution Date Statement") for such Distribution Date as an
exhibit thereto and also including a copy of the Mortgage Certificate
Distribution Date Statement and updated collateral information provided to the
Securities Administrator by the Depositor with respect to each Mortgage
Certificate as an exhibit thereto. On or prior to March 30th of each year (or
such earlier date as may be required by the Exchange Act and the rules and
regulations of the Securities and Exchange Commission), commencing in the
calendar year following the date of this Agreement, the Securities Administrator
shall file a Form 10-K, in substance as required by applicable law or applicable
Securities and Exchange Commission staff's interpretations. Such Form 10-K shall
include as exhibits the Master Servicer's and each Servicer's annual statement
of compliance described under Section 3.19 and the accountant's reports
referenced under Section 3.20, in each case, to the extent they have been timely
delivered to the Securities Administrator. If they are not so timely delivered,
the Securities Administrator shall file an amended Form 10-K including such
documents as exhibits reasonably promptly after they are delivered to the
Securities Administrator. The Securities Administrator shall have no liability
with respect to any failure to properly prepare or file such periodic reports
resulting from or relating to the Securities Administrator's inability or
failure to obtain any information not resulting from its own negligence, willful
misconduct or bad faith. The Form 10-K shall also include a certification in the
form attached hereto as Exhibit M (the "Certification"), which shall be signed
by a senior officer of the Depositor. The Depositor shall deliver the
Certification to the Securities Administrator five (5) Business Days prior to
the latest date on which the Form 10-K may be timely filed. The Securities
Administrator, the Depositor and the Master Servicer shall reasonably cooperate
to enable the Securities and Exchange Commission's requirements with respect to
the Trust to be met in the event that the Securities and Exchange Commission's
issues additional interpretive guidelines or promulgates rules or regulations,
or in the event of any other change of law that would require reporting
arrangements or the allocation of responsibilities with respect thereto, as
described in this Section 3.22, to be conducted or allocated in a different
manner.
(c) Prior to the latest date on which the Form 10-K may be timely
filed each year, the Securities Administrator shall sign and deliver to the
Depositor a certification (in the form attached hereto as Exhibit N-1) and the
Master Servicer shall sign and deliver to the Depositor a certification (in the
form attached hereto as Exhibit N-2) for the benefit of the Depositor and its
officers, directors and affiliates (provided, however, that neither the
Securities Administrator nor the Master Servicer shall undertake an analysis of
any accountants' report attached as an exhibit to the Form 10-K). In addition,
the Securities Administrator and Master Servicer shall indemnify and hold
harmless the Depositor, each person, if any, who "controls" the Depositor within
the meaning of the 1933 Act, as amended and their respective officers,
directors, agents and affiliates (collectively, the "Depositor Indemnified
Parties") from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon any inaccuracy in the certification
provided by the Securities Administrator and Master Servicer pursuant to this
Section 3.22(c), any breach by the Securities Administrator or the Master
Servicer or any of their officers, directors, agents or affiliates of their
obligations under this Section 3.22(c) or any material misstatements or omission
contained in the certification delivered pursuant to this Section 3.22(c) or the
Securities Administrator's or Master Servicer's negligence, bad faith or willful
misconduct in connection therewith. If the indemnification provided for herein
is unavailable or insufficient to hold harmless the Depositor Indemnified
Parties, then each of the Securities Administrator and Master Servicer agrees
that it shall contribute to the amount paid or payable by such Depostior
Indemnified Parties as a result of the losses, claims, damages or liabilities of
such Depositor Indemnified Parties in such proportion as is appropriate to
reflect the relative fault of such Depositor Indemnified Parties on the one hand
and the Securities Administrator and Master Servicer on the other in connection
with a breach of the Securities Administrator's or Master Servicer's obligations
under this Section 3.22(c), any material misstatement or omission contained in
the certification delivered pursuant to this Section 3.22(c) or the Securities
Administrator's or Master Servicer's negligence, bad faith or willful misconduct
in connection therewith.
(d) Prior to the latest date on which the Form 10-K may be timely
filed each year, the Master Servicer shall enforce the obligation of each
Servicer to provide the certification required pursuant to each of the Servicing
Agreements.
(e) Upon any filing with the Securities and Exchange Commission, the
Securities Administrator shall promptly deliver to the Depositor a copy of any
such executed report, statement or information.
(f) The obligations set forth in paragraphs (a) through (e) of this
Section shall only apply with respect to periods for which the Securities
Administrator is obligated to file reports on Form 8-K or 10-K pursuant to
paragraph (b) of this Section. Upon request of the Depositor, the Securities
Administrator shall prepare, execute and file with the Securities and Exchange
Commission a Form 15 Suspension Notification with respect to the Trust.
Section 3.23 Maintenance of the Rounding Account; Collections
Thereunder. On or prior to the Closing Date, the Securities Administrator shall
establish a separate account (the "Rounding Account") with respect to the
Special Retail Certificates, and Banc of America Securities LLC shall deposit
$999.99 into the Rounding Account. The Securities Administrator shall maintain
such account to provide, if needed, the Rounding Amount (defined below) on any
Distribution Date.
If, on any Distribution Date, the Securities Administrator
determines that amounts are available out of (i) the Group 1 Pool Distribution
Amount (after giving effect to the repayment of any funds withdrawn from the
Rounding Account on prior Distribution Dates which have not been repaid) for
distributions of principal on the Class 1-A-5 Certificates, and the aggregate
amount allocable to such distributions of principal is not an amount equal to an
integral multiple of $1,000, the Securities Administrator shall withdraw from
the Rounding Account an amount which, when added to the amount allocable to such
distributions of principal, would be an integral multiple of $1,000 (the
"Rounding Amount"). On each Distribution Date prior to the date on which any
Realized Loss would decrease the Class Certificate Balance of the Class 1-A-5
Certificates, with respect to which the Securities Administrator determines that
amounts are available out of the Group 1 Pool Distribution Amount for
distributions of principal on the Class 1-A-5 Certificates, the aggregate amount
allocable to such Certificates will be applied first to repay any funds
withdrawn from the Rounding Account on prior Distribution Dates which have not
been repaid.
Any amounts withdrawn by the Securities Administrator from the
Rounding Account shall be deposited in the Certificate Account for distribution
to the Holders of the Special Retail Certificates as described in the preceding
paragraph.
On or promptly after the date on which any Realized Loss would
decrease the Class Certificate Balance of the Class 1-A-5 Certificates or the
Class Certificate Balance thereof is reduced to zero, the Securities
Administrator shall remit to Banc of America Securities LLC any amounts
remaining in the Rounding Account.
Amounts on deposit in the Rounding Account shall not be invested.
The Rounding Account established hereunder shall be an "outside
reserve fund" as defined in Section 1.860G-2(h) of the Treasury Regulations, and
in that regard (A) the Rounding Account shall be an outside reserve fund and not
an asset of any of the Upper-Tier REMIC or the Lower-Tier REMIC, (B) the
Rounding Account shall be owned for federal tax purposes by Banc of America
Securities LLC and Banc of America Securities LLC shall report all amounts of
income, deduction, gain or loss accruing therefrom, and (C) amounts transferred
by the Lower-Tier REMIC to the Rounding Account shall be treated for all federal
tax purposes as distributed by the Lower-Tier REMIC to Banc of America
Securities LLC.
ARTICLE IV
MASTER SERVICER'S CERTIFICATE AND MORTGAGE CERTIFICATE DISTRIBUTION DATE
STATEMENTS
Section 4.01 Master Servicer's Certificate; Mortgage Certificate
Distribution Date Statements. Each month, not later than 12:00 noon Eastern time
on the 18th calendar day of such month (or if such day is not a Business Day,
the following Business Day), the Master Servicer shall deliver to the Securities
Administrator, a Master Servicer's Certificate based solely on the information
provided by the Servicers (in substance and format mutually acceptable to the
Master Servicer and the Securities Administrator) certified by a Master
Servicing Officer setting forth the information necessary in order for the
Securities Administrator to perform its obligations under this Agreement. The
Securities Administrator may conclusively rely upon the information contained in
a Master Servicer's Certificate delivered by the Master Servicer for all
purposes hereunder and shall have no duty to verify or re-compute any of the
information contained therein. In addition, upon receipt of the Mortgage
Certificate Distribution Date Statements with respect to each Mortgage
Certificate Distribution Date, the Securities Administrator shall promptly
calculate the amount of distributions for Group 2 set forth in Section 5.04.
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 and the Mortgage
Certificate Distribution Date Statements, the Securities Administrator shall
distribute out of the Certificate Account (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 Section 5.04, 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 for Group 1. (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 Securities Administrator
and the Trustee pursuant to Section 3.11(a) and shall pay such funds to itself
and the Trustee, as applicable, and (2) based solely on the information
contained in the Master Servicer's Certificate, the Group 1 Pool Distribution
Amount (after the payment of the Servicing Fees and the Securities Administrator
Fees for such Mortgage Loans and expenses and indemnities reimbursable pursuant
to this Agreement, in each case to the extent not previously retained by or
distributed to a Servicer, the Securities Administrator, the Master Servicer or
the Trustee), and shall apply such funds first, to distributions in respect of
the Uncertificated Lower-Tier Interests as specified in Section 5.14 and to the
Class 1-A-LR Certificate, and then to distributions to the Group 1 Certificates,
the Class 1-A-1/2 Component and the Subordinate Certificates in the following
order of priority and to the extent of such funds:
(i) to each Class of interest-bearing Group 1 Senior Certificates
and the Class 1-A-1/2 Component, an amount allocable to interest equal to
the Group 1 Interest Distribution Amount for such Class or the Component
Interest Distribution Amount for such Component and any shortfall being
allocated among such Classes or Component in proportion to the amount of
the Group 1 Interest Distribution Amount or Component Interest
Distribution Amount, as applicable, that would have been distributed in
the absence of such shortfall;
(ii) concurrently, to (a) each Class of Group 1 Senior Certificates
(other than the Class 30-PO Certificates) and the Class 1-A-1/2 Component
and (b) the Class 30-PO Certificates, pro rata, based on their Group 1
Senior Principal Distribution Amount and PO Principal Amount,
respectively, (A) to the Group 1 Senior Certificates (other than the Class
30-PO Certificates) and the Class 1-A-1/2 Component, in an aggregate
amount up to the Group 1 Senior Principal Distribution Amount, such
distribution to be allocated among such Classes and Component in
accordance with Section 5.02(b) and (B) to the Class 30-PO Certificates in
an aggregate amount up to the PO Principal Amount;
(iii) to the Class 30-PO Certificates, any Class PO Deferred Amount
(after giving effect to the distribution to such Class 30-PO Certificates
of the Class PO Recovery), up to the Subordinate Principal Distribution
Amount from amounts otherwise distributable, first to the Class B-6
Certificates pursuant to clause (iv)(L) below, second to the Class B-5
Certificates, pursuant to clause (iv)(J) below, third to the Class B-4
Certificates, pursuant to clause (iv)(H) below, fourth to the Class B-3
Certificates, pursuant to clause (iv)(F) below, fifth to the Class B-2
Certificates, pursuant to clause (iv)(D) below and finally to the Class
B-1 Certificates, pursuant to clause (iv)(B) below;
(iv) to each Class of Subordinate Certificates, subject to paragraph
(d) below, in the following order of priority:
(A) to the Class B-1 Certificates, an amount allocable to
interest equal to the Group 1 Interest Distribution Amount for such
Class for such Distribution Date;
(B) to the Class 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 Class PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(C) to the Class B-2 Certificates, an amount allocable to
interest equal to the Group 1 Interest Distribution Amount for such
Class for such Distribution Date;
(D) to the Class 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 Class PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(E) to the Class B-3 Certificates, an amount allocable to
interest equal to the Group 1 Interest Distribution Amount for such
Class for such Distribution Date;
(F) to the Class 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 Class PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(G) to the Class B-4 Certificates, an amount allocable to
interest equal to the Group 1 Interest Distribution Amount for such
Class for such Distribution Date;
(H) to the Class 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 Class PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(I) to the Class B-5 Certificates, an amount allocable to
interest equal to the Group 1 Interest Distribution Amount for such
Class for such Distribution Date;
(J) to the Class 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 Class PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(K) to the Class B-6 Certificates, an amount allocable to
interest equal to the Group 1 Interest Distribution Amount for such
Class for such Distribution Date; and
(L) to the Class 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 Class PO Deferred Amount pursuant to
clause (iii) above until the Class Certificate Balance thereof has
been reduced to zero;
(v) to the Holder of the Class 1-A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Sub Account and to the
Holder of the Class 1-A-LR Certificate, any remaining Group 1 Pool
Distribution Amount.
No Class of Group 1 Certificates or the Class 1-A-1/2 Component will
be entitled to any distributions with respect to the amount payable pursuant to
clause (ii) of the definition of "Group 1 Interest Distribution Amount" or
"Component Interest Distribution Amount" after its Class Certificate Balance,
Component Balance or Notional Amount, as the case may be, has been reduced to
zero.
On any Distribution Date, amounts distributed in respect of the
Class PO Deferred Amount (including the distribution of the Class PO Recoveries)
will not reduce the Class Certificate Balance of the Class 30-PO Certificates.
All distributions in respect of the Group 1 Interest Distribution
Amount for a Class or the Component Interest Distribution Amount for the Class
1-A-1/2 Component will be applied first with respect to the amount payable
pursuant to clause (i) of the definition of "Group 1 Interest Distribution
Amounts" or "Component Interest Distribution Amount," as applicable, and second
with respect to the amount payable pursuant to clause (ii) of such definitions.
On each Distribution Date, the Securities Administrator shall
distribute any Reimbursement Amount sequentially to each Class of Group 1
Certificates or the Component then outstanding which bore the loss to which such
Reimbursement Amount relates, beginning with the most senior of such Classes of
Certificates or Component, up to, with respect to each Class or Component, the
amount of loss borne by such Class or Component. Any Reimbursement Amount
remaining after the application described in the preceding sentence shall be
included in the Group 1 Pool Distribution Amount.
(b) (i) On each Distribution Date prior to the Senior Credit Support Depletion
Date, the amount distributable to the Group 1 Senior Certificates and the Class
1-A-1/2 Component pursuant to Section 5.02(a)(ii)(A) for such Distribution Date,
will be distributed, sequentially, as follows:
first, concurrently, to the Class 1-A-R and Class 1-A-LR
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero;
second, concurrently, as follows:
(A) 50.04972564%, sequentially, as follows:
(i) up to the Group 1 Scheduled Principal Amount for such
Distribution Date, sequentially, as follows:
(a) sequentially, up to the Group 1 PAC Principal
Amount, to the Class 1-A-21, Class 1-A-22, Class 1-A-23 and
the Class 1-A-24 Certificates, in that order, until their
Class Certificate Balances have been reduced to zero;
(b) to the Class 1-A-25 Certificates, until their Class
Certificate Balance has been reduced to zero; and
(c) sequentially, to the Class 1-A-21, Class 1-A-22,
Class 1-A-23 and Class 1-A-24 Certificates, in that order,
until their Class Certificate Balances have been reduced to
zero;
(ii) concurrently, as follows:
(a) 0.0864979878% to the Class 1-A-1/2 Component, until
its Component Balance has been reduced to zero; and
(b) 99.9135020122%, concurrently, to the Class 1-A-1,
Class 1-A-5, Class 1-A-6 and Class 1-A-7 Certificates, pro
rata, until their Class Certificate Balances have been reduced
to zero;
(iii) sequentially, to the Class 1-A-2, Class 1-A-3 and Class
1-A-4 Certificates, in that order, until their Class Certificate
Balances have been reduced to zero.
(iv) sequentially, up to the Group 1 PAC Principal Amount, to
the Class 1-A-21, Class 1-A-22, Class 1-A-23 and Class 1-A-24
Certificates, in that order, until their Class Certificate Balances
have been reduced to zero;
(v) to the Class 1-A-25 Certificates, until their Class
Certificate Balance has been reduced to zero;
(vi) sequentially, to the Class 1-A-21, Class 1-A-22, Class
1-A-23 and Class 1-A-24 Certificates, in that order, until their
Class Certificate Balances have been reduced to zero; and
(B) 49.95027436%, sequentially, as follows:
(i) concurrently, to the Class 1-A-13 and Class 1-A-14
Certificates, pro rata, up to the Priority Amount for such
Distribution Date, until their Class Certificate Balances have been
reduced to zero;
(ii) concurrently, until the Class Certificate Balance of the
Class 1-A-15 Certificates has been reduced to zero, concurrently, as
follows:
(a) 67.8197218064% to the Class 1-A-15 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(b) 32.1802781936%, concurrently, to the Class 1-A-16
and Class 1-A-17 Certificates, pro rata, until their Class
Certificate Balances have been reduced to zero; and
(iii) concurrently, until the Class Certificate Balances of
the Class 1-A-16 and Class 1-A-17 Certificates have been reduced to
zero, concurrently, as follows:
(a) 32.1802781936%, concurrently, to the Class 1-A-16
and Class 1-A-17 Certificates, pro rata, until their Class
Certificate Balances have been reduced to zero;
(b) 13.0000000000% to the Class 1-A-19 Certificates,
until their Class Certificate Balance has been reduced to
zero;
(c) 13.0000000000% to the Class 1-A-8 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(d) 40.4572728940% to the Class 1-A-18 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(iv) concurrently, until the Class Certificate Balance of the
Class 1-A-8 Certificates have been reduced to zero, concurrently, as
follows:
(a) 20.17292918905% to the Class 1-A-19 Certificates,
until their Class Certificate Balance has been reduced to
zero;
(b) 20.17292918905% to the Class 1-A-8 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(c) 59.6541416219% to the Class 1-A-18 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(v) concurrently, until the Class Certificate Balance of the
Class 1-A-18 Certificates is equal to 21.12% of its Initial Class
Certificate Balance, concurrently, as follows:
(a) 20.17292918905% to the Class 1-A-19 Certificates,
until their Class Certificate Balance has been reduced to
zero;
(b) 20.17292918905% to the Class 1-A-9 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(c) 59.6541416219% to the Class 1-A-18 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(vi) concurrently, until the Class Certificate Balances of the
Class 1-A-9 and Class 1-A-19 Certificates have been reduced to zero,
concurrently, as follows:
(a) 20.17292918905% to the Class 1-A-19 Certificates,
until their Class Certificate Balance has been reduced to
zero;
(b) 20.17292918905% to the Class 1-A-9 Certificates,
until their Class Certificate Balance has been reduced to
zero;
(c) 17.7156756443% to the Class 1-A-18 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(d) 41.9384659777% to the Class 1-A-10 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(vii) concurrently, until the Class Certificate Balance of the
Class 1-A-18 Certificates has been reduced to zero, concurrently, as
follows
(a) 40.3458583781% to the Class 1-A-20 Certificates,
until their Class Certificate Balance has been reduced to
zero;
(b) 17.71567564430% to the Class 1-A-18 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(c) 41.93846597770% to the Class 1-A-10 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(viii) concurrently, until the Class Certificate Balances of
the Class 1-A-10 and Class 1-A-20 Certificates have been reduced to
zero, concurrently, as follows:
(a) 58.0615340223% to the Class 1-A-20 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(b) 41.9384659777% to the Class 1-A-10 Certificates,
until their Class Certificate Balance has been reduced to
zero; and
(ix) concurrently, to the Class 1-A-13 and Class 1-A-14
Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero.
On each Distribution Date on or after the Senior Credit Support
Depletion Date, notwithstanding the allocation and priority set forth above, the
portion of the Group 1 Pool Distribution Amount available to be distributed as
principal of the Group 1 Senior Certificates (other than the Class 30-PO
Certificates) and the Class 1-A-1/2 Component shall be distributed,
concurrently, as principal of such Classes of Group 1 Senior Certificates and
the Class 1-A-1/2 Component, pro rata, on the basis of their respective Class
Certificate Balances or Component Balance, as applicable, immediately prior to
that Distribution Date, until the Class Certificate Balances or Component
Balance thereof are reduced to zero.
The Class 1-A-11, Class 1-A-12 and Class 30-IO Certificates are
Interest-Only Certificates and are not entitled to distributions in respect of
principal.
(c) On each Distribution Date, Accrued Certificate Interest for each
Class of Group 1 Certificates (other than the Class 30-PO Certificates) and
Accrued Component Interest for the Class 1-A-1/2 Component for such Distribution
Date shall be reduced by such Class' or Component's pro rata share, based on
such Class' Group 1 Interest Distribution Amount or such Component's Component
Interest Distribution Date 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, (B) on and after the Senior Credit
Support Depletion Date, any other Realized Loss on the Mortgage Loans allocable
to interest and (C) Relief Act Reductions incurred on any Mortgage Loans during
the Prior Period.
(d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to any Class of Subordinate Certificates on any
Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates that have a higher numerical Class designation than such Class,
divided by (ii) the Pool Stated Principal Balance (Non-PO Portion) 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 Subordinate Certificates junior to such
Class (the "Restricted Classes"), and the Class Certificate Balances of the
Restricted Classes of Subordinate Certificates will not be used in determining
the Pro Rata Share for the Subordinate Certificates that are not Restricted
Classes. If the aggregate Class Certificate Balance of the Subordinate
Certificates that are not Restricted Classes are reduced to zero,
notwithstanding the previous sentence, any funds remaining will be distributed
sequentially to the Subordinate Certificates that are Restricted Classes in
order of their respective numerical Class designations (beginning with the Class
of Subordinate Certificates that is a Restricted Class then outstanding with the
lowest numerical Class designation).
Section 5.03 Priorities of Distributions for Group 2.
(a) On each Distribution Date, the Securities Administrator shall
withdraw from the Certificate Account (to the extent funds are available
therein) the Group 2 Interest Distribution Amount and apply it concurrently, to
the Group 2 Certificates and Class 2-A-1/2 Component, pro rata, in an amount
equal to the aggregate Group 2 Interest Accrual Amount for such Classes and
Component.
(b) On each Distribution Date, the Securities Administrator shall
withdraw from the Certificate Account (to the extent funds are available
therein) the Group 2 Principal Distribution Amount and apply it sequentially, as
follows:
first, concurrently, up to the Group 2 Aggregate Schedule Principal
Amount, as follows:
(A) 25.00%, sequentially, as follows:
(i) to the Class 2-A-1 Certificates up to the Class 2-A-1 PAC
Principal Amount, until their Class Certificate Balance has been
reduced to zero; and
(ii) sequentially, to the Class 2-A-2 and Class 2-A-1
Certificates, in that order, until their Class Certificate Balances
have been reduced to zero;
(B) 75.00%, sequentially, to the Class 2-A-3 and Class 2-A-4
Certificates, in that order, until their Class Certificate Balances have
been reduced to zero;
second, concurrently, as follows:
(A) 0.0275666917% to the Class 2-A-1/2 Component, until its
Component Balance has been reduced to zero; and
(B) 99.9724333083%, concurrently, to the Class 2-A-5, Class 2-A-6
and Class 2-A-7 Certificates, pro rata, until their Class Certificate
Balances have been reduced to zero;
third, concurrently, as follows:
(A) 25.00%, sequentially, as follows:
(i) to the Class 2-A-1 Certificates up to Class 2-A-1 PAC
Principal Amount, until their Class Certificate Balance has been reduced
to zero; and
(ii) sequentially, to the Class 2-A-2 and Class 2-A-1
Certificates, in that order, until their Class Certificate Balances have
been reduced to zero; and
(B) 75.00%, sequentially, to the Class 2-A-3 and Class 2-A-4
Certificates, in that order, until their Class Certificate Balances have
been reduced to zero.
Section 5.04 Allocation of Losses for Group 1. (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) of the total amount of
Realized Losses on the Mortgage Loans. Based on such information, the Securities
Administrator shall determine the total amount of Realized Losses on the
Mortgage Loans with respect to the related Distribution Date. Realized Losses
shall be allocated to the Group 1 Certificates and Class 1-A-1/2 Component by a
reduction in the Class Certificate Balances of the designated Classes or
Component Balance of the Class 1-A-1/2 Component pursuant to the operation of
Section 5.04(b).
(b) The Class Certificate Balance of the Class 30-PO Certificates
shall be reduced on each Distribution Date by the amount, if any, by which the
Class Certificate Balance of such Class (after giving effect to the amounts to
be distributed as a distribution of principal and the allocation of Realized
Losses on such Distribution Date) exceeds the Adjusted Pool Amount (PO Portion)
for such Distribution Date.
The Class Certificate Balance of the Class of Subordinate
Certificates then outstanding with the highest numerical Class designation shall
be reduced or increased on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of all
outstanding Classes of Group 1 Certificates (other than the Class 30-PO
Certificates) and the Component Balance of the Class 1-A-1/2 Component (after
giving effect to the amount to be distributed as a distribution of principal and
the allocation of the Class PO Deferred Amount on such Distribution Date) equals
the Adjusted Pool Amount (Non-PO Portion) for such Distribution Date.
After the Senior Credit Support Depletion Date, the Class
Certificate Balances of the Group 1 Senior Certificates (other than the Class
30-PO Certificates) and the Component Balance of the Class 1-A-1/2 Component in
the aggregate shall be reduced or increased on each Distribution Date by the
amount, if any, necessary such that the sum of the aggregate of the Class
Certificate Balances of all outstanding Classes of Group 1 Senior Certificates
(other than the Class 30-PO Certificates) and the Component Balance of the Class
1-A-1/2 Component (after giving effect to the amount to be distributed as a
distribution of principal on such Distribution Date) equals the Adjusted Pool
Amount (Non-PO Portion) for such Distribution Date.
Any such reduction or increase shall be allocated among the Group 1
Senior Certificates (other than the Class 30-PO Certificates) and the Class
1-A-1/2 Component based on the Class Certificate Balances or Component Balance,
as the case may be, immediately prior to such Distribution Date until the Class
Certificate Balances and Component Balance thereof have been reduced to zero.
(c) Any reduction or increase in the Class Certificate Balance of a
Class of Certificates pursuant to Section 5.04(b) above shall be allocated among
the Certificates of such Class in proportion to their respective Percentage
Interests.
(d) The calculation of the amount to be distributed as principal to
any Class of Subordinate Certificates with respect to a Distribution Date (the
"Calculated Principal Distribution") shall be made prior to the allocation of
any Realized Losses for such Distribution Date; provided, however, the actual
payment of principal to the Classes of Certificates shall be made subsequent to
the allocation of Realized Losses for such Distribution Date. In the event that
after the allocation of Realized Losses for a Distribution Date, the Calculated
Principal Distribution for a Class of Subordinate Certificates is greater than
the Class Certificate Balance of such Class, the excess shall be distributed
first, sequentially, to the Classes of Subordinate Certificates then outstanding
(beginning with the Class of Subordinate Certificates then outstanding with the
lowest numerical designation) until the respective Class Certificate Balance of
each such Class is reduced to zero and then to the Senior Certificates of the
related Group, pro rata, in accordance with the priorities set forth in Section
5.02.
(e) After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 1-A-14 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 1-A-14 Certificates will
be reduced by the Class 1-A-14 Loss Allocation Amount and, notwithstanding
Section 5.04(b), the Class Certificate Balance of the Class 1-A-13 Certificates
will not be reduced by the Class 1-A-14 Loss Allocation Amount. Any increase in
the Class Certificate Balance allocated to the Class 1-A-14 Certificates
pursuant to Section 5.04(b) will instead increase the Class Certificate Balance
of the Class 1-A-13 Certificates.
(f) Notwithstanding any other provision of this Section 5.04, no
Class Certificate Balance of a Class of Group 1 Certificates and no Component
Balance of the Class 1-A-1/2 Component will be increased on any Distribution
Date such that the Class Certificate Balance of a Class exceeds its Initial
Class Certificate Balance or such that the Component Balance of such Component
exceeds its Initial Component Balance 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 Subordinate
Certificates any principal otherwise payable to such Class of Subordinate
Certificates but used to pay any Class PO Deferred Amount).
(g) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.04 will be allocated to each Uncertificated
Lower-Tier Interest as described in Section 5.14.
Section 5.05 Allocation of Losses for Group 2.
(a) With respect to each Distribution Date, the Class Certificate
Balances of the Classes of Group 2 Certificates and the Component Balance of the
Class 2-A-1/2 Component shall be reduced concurrently, by the Group 2 Realized
Loss Shortfall, pro rata, based upon such Class Certificate Balances and
Component Balance immediately prior to such Distribution Date.
With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.05 will be allocated to each Uncertificated
Lower-Tier Interest as described in Section 5.14.
(b) On any Distribution Date on which the Class 2-A-7 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of the
Class 2-A-7 Certificates will be reduced by the Class 2-A-7 Loss Allocation
Amount and, notwithstanding Section 5.05(a), the Class Certificate Balance of
the Class 2-A-6 Certificates will not be reduced by the Class 2-A-7 Loss
Allocation Amount.
Section 5.06 Statements to Certificateholders. (a) Prior to the
Distribution Date in each month, based upon the information provided to the
Securities Administrator on the Master Servicer's Certificate delivered to the
Securities Administrator pursuant to Section 4.01 and based on information in
the Mortgage Certificate Distribution Date Statements, the Securities
Administrator shall determine the following information with respect to such
Distribution Date:
(i) for Group 1, the amount allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments and
Liquidation Proceeds included therein;
(ii) for Group 2, the Group 2 Principal Distribution Amount for such
Distribution Date, separately identifying the amounts of principal
received with respect to each Mortgage Certificate;
(iii) for Group 1, the amount allocable to interest, any Class
Unpaid Interest Shortfall included in such distribution and any remaining
Class Unpaid Interest Shortfall after giving effect to such distribution;
(iv) for Group 2, the Group 2 Interest Distribution Amount and the
Interest Reductions for such Distribution Date, separately identifying the
amounts of interest received with respect to each Mortgage Certificate;
(v) if the distribution to the Holders of such Class of Certificates
is less than the full amount that would be distributable to such Holders
if there were sufficient funds available therefor, the amount of the
shortfall and the allocation thereof as between principal and interest;
(vi) the Class Certificate Balance of each Class of Certificates
after giving effect to the distribution of principal on such Distribution
Date;
(vii) the Pool Stated Principal Balance for the following
Distribution Date;
(viii) the aggregate Mortgage Certificate Principal Balance as of
the Mortgage Certificate Distribution Date after giving effect to the
distribution of principal made thereon and any allocation of any principal
losses thereto in respect of such Mortgage Certificate Distribution Date;
(ix) (A) the Group 1 Senior Percentage, the Group 1 Senior
Prepayment Percentage, the Subordinate Percentage and the Subordinate
Prepayment Percentage for such Distribution Date and (B) the Group 1
Senior Percentage, the Group 1 Senior Prepayment Percentage, the
Subordinate Percentage and the Subordinate Prepayment Percentage for the
following Distribution Date;
(x) for Group 1, the amount of the Servicing Fee paid to or retained
by each Servicer with and such Distribution Date;
(xi) the Pass-Through Rate for each such Class of Certificates with
respect to such Distribution Date;
(xii) for Group 1, the amount of Periodic Advances included in the
distribution on such Distribution Date and the aggregate amount of
Periodic Advances outstanding as of the close of business on such
Distribution Date;
(xiii) the number and aggregate principal amounts of Mortgage Loans
(A) delinquent (exclusive of Mortgage Loans in foreclosure or bankruptcy)
(1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more
days, (B) in foreclosure, as of the close of business on the last day of
the calendar month preceding such Distribution Date and (C) in bankruptcy,
as of the close of business on the last day of the calendar month
preceding such Distribution Date;
(xiv) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number and Stated Principal
Balance of such Mortgage Loan as of the close of business on the
Determination Date preceding such Distribution Date and the date of
acquisition thereof;
(xv) for Group 1, 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;
(xvi) for Group 1, the aggregate amount of Realized Losses incurred
during the Prior Period or any Class PO Deferred Amount for such
Distribution Date;
(xvii) for Group 2, the amount of any Group 2 Realized Loss
Shortfall Amount allocated as of such Distribution Date;
(xviii) the Class 1-A-11 Notional Amount, the Class 1-A-12 Notional
Amount, the Class 30-IO Notional Amount and the Class 2-A-8 Notional
Amount for such Distribution Date;
(xix) for Group 1, the amount of Reimbursement Amounts; and
(xx) for Group 1 the amount of total Recoveries, the Class PO
Recovery and the Non-PO Recovery.
(b) No later than each Distribution Date, the Securities
Administrator, based upon information supplied to it on the Master Servicer's
Certificate and the Mortgage Certificate Distribution Date Statements, shall
make available to each Holder of a Certificate, each Rating Agency and the
Master Servicer, (i) a statement setting forth the information set forth in
Section 5.06(a) and (ii) the Mortgage Certificate Distribution Date Statements.
In the case of information furnished pursuant to clauses (i) through
(iv) of Section 5.06(a), the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination.
On each Distribution Date, the Securities Administrator shall
prepare and furnish to each Financial Market Service, in electronic or such
other format and media mutually agreed upon by the Securities Administrator, the
applicable Financial Market Service and the Depositor, the information contained
in the statement described in Section 5.06(a) for such Distribution Date.
The Securities Administrator will make the monthly statement to
Certificateholders and each Mortgage Certificate Distribution Date Statement
(and, at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders, and other
parties to this Agreement via the Securities Administrator's Internet website.
The Securities Administrator's Internet website shall initially be located at
"xxx.xxxxxxx.xxx." Assistance in using the website can be obtained by calling
the Securities Administrator's customer service desk at (000) 000-0000. Parties
that are unable to use the website are entitled to have a paper copy mailed to
them via first class mail by calling the customer service desk and indicating
such. The Securities Administrator shall have the right to change the way the
monthly statements to Certificateholders and each Mortgage Certificate
Distribution Date Statement are distributed in order to make such distribution
more convenient and/or more accessible to the above parties and the Securities
Administrator shall provide timely and adequate notification to all above
parties regarding any such changes.
Within a reasonable period of time after the end of each calendar
year, the Securities Administrator shall furnish to each Person who at any time
during the calendar year was the Holder of a Certificate, if requested in
writing by such Person, a statement containing the information set forth in
clauses (i) through (iv) of Section 5.06(a), in each case aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Securities Administrator shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Securities Administrator pursuant to any
requirements of the Code as from time to time in force.
The Securities Administrator shall deliver to the Holders of
Certificates any reports or information the Securities Administrator is required
by this Agreement or the Code, Treasury Regulations or REMIC Provisions to
deliver to the Holders of Certificates, and the Securities Administrator shall
prepare and provide to the Certificateholders (by mail, telephone, or
publication as may be permitted by applicable Treasury Regulations) such other
reasonable information as the Securities Administrator deems necessary or
appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holders of the Residual Certificates for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holders of the Residual
Certificates 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 Trust REMIC, nothing
contained in this Agreement shall be interpreted to require the Securities
Administrator periodically to appraise the fair market values of the assets of
the Trust Estate or to indemnify the Trust Estate or any Certificateholders from
any adverse federal, state or local tax consequences associated with a change
subsequently required to be made in the Depositor's initial good faith
determinations of such fair market values (if subsequent determinations are
required pursuant to the REMIC Provisions) made from time to time.
Section 5.07 Tax Returns and Reports to Certificateholders. (a) For federal
income tax purposes, each Trust REMIC 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 cause to be timely signed by the Trustee, and shall file or
cause to be filed with the Internal Revenue Service and applicable state or
local tax authorities income tax information returns for each taxable year with
respect to each Trust REMIC containing such information at the times and in the
manner as may be required by the Code, the Treasury Regulations or state or
local tax laws, regulations, or rules, and shall furnish or cause to be
furnished to each Trust REMIC 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 Trust REMIC a taxpayer identification number on Form SS-4 or as
otherwise permitted by the Internal Revenue Service, and shall furnish or cause
to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise
required by the Code or the Treasury Regulations, the name, title, address and
telephone number of the person that Holders of the Certificates may contact for
tax information relating thereto, together with such additional information at
the time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.
(c) In the first federal income tax return of each Trust REMIC for
its short taxable year ending December 31, 2005, REMIC status shall be elected
for such taxable year and all succeeding taxable years.
(d) The Securities Administrator will maintain or cause to be
maintained such records relating to each Trust REMIC, including but not limited
to records relating to the income, expenses, assets and liabilities of the Trust
Estate, and the initial fair market value and adjusted basis of the Trust Estate
property and assets determined at such intervals as may be required by the Code
or the Treasury Regulations, as may be necessary to prepare the foregoing
returns, schedules, statements or information.
Section 5.08 Tax Matters Person. The Tax Matters Person shall have the same
duties with respect to the applicable Trust REMIC as those of a "tax matters
partner" under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder
of the Class 1-A-R Certificate is hereby designated as the Tax Matters Person
for the Upper-Tier REMIC. The Holder of the Class 1-A-LR Certificate is hereby
designated as the Tax Matters Person for the Lower-Tier REMIC. By their
acceptance of the Class 1-A-R or Class 1-A-LR Certificate, as applicable, each
such Holder irrevocably appoints the Securities Administrator as its agent to
perform all of the duties of the Tax Matters Person for the Upper-Tier REMIC and
the Lower-Tier REMIC, respectively.
Section 5.09 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 5.10 REMIC Related Covenants. For as long as any Trust 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 the Trust REMICs as REMICs and avoid the imposition of
tax on any Trust REMIC. In particular:
(a) Neither the Securities Administrator nor the Trustee shall
create, or permit the creation of, any "interests" in any Trust REMIC within the
meaning of Code Section 860D(a)(2) other than the interests represented by the
Regular Certificates, the Components, the Residual Certificates and the
Uncertificated 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 more than 99.5% of all of the property held in
each Trust REMIC constitutes either "qualified mortgages" or "permitted
investments" as defined in Code Sections 860G(a)(3) and (5), respectively, and
(ii) no property shall be contributed, or deemed contributed, to any Trust REMIC
after the start-up day unless such contribution would not subject the Trust
Estate to the 100% tax on contributions to a REMIC after the start-up day of
such REMIC imposed by Code Section 860G(d).
(c) The Securities Administrator, on behalf of the Trustee, shall
not accept on behalf of any Trust REMIC any fee or other compensation for
services and none of the Securities Administrator, the Trustee or the Master
Servicer shall knowingly accept, on behalf of the Trust Estate any income from
assets other than those permitted to be held by a REMIC.
(d) Neither the Securities Administrator, on behalf of the Trustee,
nor the Trustee shall sell or permit the sale of all or any portion of the
Mortgage Loans or the Mortgage Certificates (other than in accordance with
Sections 2.02 or 3.15(f)), unless such sale is pursuant to a "qualified
liquidation" of the applicable Trust REMIC as defined in Code Section
860F(a)(4)(A) and in accordance with Article X.
(e) 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 Trust REMIC and will not disqualify any such REMIC
from treatment as a REMIC; and, provided further, that the Master Servicer shall
have demonstrated to the satisfaction of the Securities Administrator that such
action will not adversely affect the rights of the Holders of the Certificates
and the Securities Administrator and that such action will not adversely impact
the rating of the Certificates.
Section 5.11 Master Servicer, Securities Administrator and Trustee
Indemnification. (a) In the event that any Trust REMIC fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due solely to (i) the negligent performance by the Trustee of its
duties and obligations set forth herein or (ii) any state, local or franchise
taxes imposed upon the Trust Estate as a result of the location of the Trustee
or any co-trustee, the Trustee shall indemnify the Trust Estate against any and
all losses, claims, damages, liabilities or expenses ("Losses") resulting from
such negligence, including, without limitation, any reasonable attorneys' fees
imposed on or incurred as a result of a breach of the Trustee's or any
co-trustee's covenants.
(b) In the event that any Trust REMIC 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 Trust REMIC 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 Principal Distributions on the Special Retail
Certificates. Prior to the date on which, with respect to the Class 1-A-5
Certificates, any Realized Loss would decrease the Class Certificate Balance of
such Certificates, distributions in reduction of the Class Certificate Balance
of the Special Retail Certificates will be made in integral multiples of $1,000
at the request of the appropriate representatives of Deceased Holders of Special
Retail Certificates and at the request of Living Holders of Special Retail
Certificates or by mandatory distributions, pursuant to Section 5.12(a) and
Section 5.12(d). On or after the date on which any Realized Loss would decrease
the Class Certificate Balance of such Special Retail Certificates, distributions
in reduction of the Class Certificate Balance of the Special Retail Certificates
will be made on a pro rata basis pursuant to Section 5.12(e).
(a) Except as set forth in Section 5.12(e), on each Distribution
Date on which principal distributions to the Special Retail Certificates are
made, such distributions will be made in the following priority:
(i) first, to requesting Deceased Holders, in the order in which
such requests are received by the Depository, but not exceeding an
aggregate amount of $100,000 for each requesting Deceased Holder; and
(ii) second, to requesting Living Holders, in the order in which
such requests are received by the Depository, but not exceeding an
aggregate amount of $10,000 for each requesting Living Holder.
Thereafter, distributions will be made, with respect to the Special
Retail Certificates, as provided in clauses (i) and (ii) above, up to a second
$100,000 and $10,000, respectively. This sequence of priorities will be repeated
until all requests for principal distributions by Deceased Holders and Living
Holders have been honored, to the extent of amounts available for principal
distributions to the Holders of the Special Retail Certificates.
All requests for principal distributions to Special Retail
Certificates will be accepted in accordance with the provisions set forth in
Section 5.12(c). Requests for principal distributions that are received by the
Depository after the related Record Date and requests for principal
distributions received in a timely manner but not accepted with respect to any
Distribution Date, will be treated as requests for principal distributions to
the Special Retail Certificates on the next succeeding Distribution Date, and
each succeeding Distribution Date thereafter, until each such request is
accepted or is withdrawn as provided in Section 5.12(c). Such requests that are
not withdrawn shall retain their order of priority without the need for any
further action on the part of the appropriate Certificate Owner of the related
Special Retail Certificate, all in accordance with the procedures of the
Depository and the Securities Administrator. Upon the transfer of beneficial
ownership of any Special Retail Certificate, any distribution request previously
submitted with respect to such Certificate will be deemed to have been withdrawn
only upon the receipt by the Securities Administrator on or before the Record
Date for such Distribution Date of notification of such withdrawal in the manner
set forth in Section 5.12(c) on the Depository's "participant terminal system."
Distributions in reduction of the Class Certificate Balance of the
Special Retail Certificates will be applied in an amount equal to the portion of
the Group 1 Senior Principal Distribution Amount allocable to such Class
pursuant to Section 5.02 plus any amounts available for distribution from the
Rounding Account established as provided in Section 3.23, provided that, subject
to 5.12(e), the aggregate distribution of principal to such Class on any
Distribution Date shall be made in an integral multiple of $1,000.
To the extent that the portion of the Group 1 Senior Principal
Distribution Amount allocable to the Special Retail Certificates on any
Distribution Date exceeds the aggregate Certificate Balance of the Special
Retail Certificates with respect to which principal distribution requests have
been received, principal distributions in reduction of the Class Certificate
Balance of such Class will be made by mandatory distribution pursuant to Section
5.12(d).
(b) A Special Retail Certificate shall be deemed to be held by a
Deceased Holder for purposes of this Section 5.12 if the death of the
Certificate Owner thereof is deemed to have occurred. Special Retail
Certificates beneficially owned by tenants by the entirety, joint tenants or
tenants in common will be considered to be beneficially owned by a single owner.
The death of a tenant by the entirety, joint tenant or tenant in common will be
deemed to be the death of the Certificate Owner. Special Retail Certificates
beneficially owned by a trust will be considered to be beneficially owned by
each beneficiary of the trust to the extent of such beneficiary's beneficial
interest therein, but in no event will a trust's beneficiaries collectively be
deemed to be Certificate Owners of a number of Special Retail Certificates
greater than the number of Special Retail Certificates of which such trust is
the owner. The death of a beneficiary of a trust will be deemed to be the death
of a Certificate Owner of the Special Retail Certificates beneficially owned by
the trust to the extent of such beneficiary's beneficial interest in such trust.
The death of an individual who was a tenant by the entirety, joint tenant or
tenant in common in a tenancy which is the beneficiary of a trust will be deemed
to be the death of the beneficiary of such trust. The death of an individual
who, during his or her lifetime, was entitled to substantially all of the
beneficial ownership interests in a Special Retail Certificate will be deemed to
be the death of the Certificate Owner of such Special Retail Certificate
regardless of the registration of ownership, if such beneficial ownership
interest can be established to the satisfaction of the Depository Participant.
Such beneficial interest will be deemed to exist in typical cases of street name
or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts
to Minors Act and community property or other joint ownership arrangements
between a husband and wife. Beneficial interest shall include the power to sell,
transfer or otherwise dispose of a Special Retail Certificate and the right to
receive the proceeds therefrom, as well as interest and principal distributions,
as applicable, payable with respect thereto. The Securities Administrator shall
not be under any duty to determine independently the occurrence of the death of
any deceased Certificate Owner. The Securities Administrator may rely entirely
upon documentation delivered to it pursuant to Section 5.12(c) in establishing
the eligibility of any Certificate Owner to receive the priority accorded
Deceased Holders in Section 5.12(a).
(c) Requests for principal distributions to the Certificate Owner of
any Special Retail Certificate must be made by delivering a written request
therefor to the Depository Participant or Indirect Depository Participant that
maintains the account evidencing such Certificate Owner's interest in such
Certificate. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Depository Participant under separate cover. The Depository Participant
should in turn make the request of the Depository (or, in the case of an
Indirect Depository Participant, such Indirect Depository Participant must
notify the related Depository Participant of such request, which Depository
Participant should make the request on the Depository's participant terminal
system). The Depository may establish such procedures as it deems fair and
equitable to establish the order of receipt of requests for such distributions
received by it on the same day. None of the Depositor, the Servicers, the Master
Servicer, the Securities Administrator or the Trustee shall be liable for any
delay in delivery of requests for distributions or withdrawals of such requests
by the Depository, a Depository Participant or any Indirect Depository
Participant.
Subject to the priorities described in Section 5.12(a) above, the
Depository will honor requests for distributions in the order of their receipt.
The Depository shall determine which requests should be honored on each
Distribution Date and the Securities Administrator shall notify the Depository
as to the portion of the applicable Group 1 Senior Principal Distribution Amount
(together with any amounts available for distribution from the related Rounding
Account) to be distributed to the Special Retail Certificates by mandatory
distribution pursuant to Section 5.12(d). Requests shall be honored by the
Depository in accordance with the procedures, and subject to the priorities and
limitations, described in this Section 5.12. The exact procedures to be followed
by the Securities Administrator and the Depository for purposes of determining
such priorities and limitations will be those established from time to time by
the Securities Administrator or the Depository, as the case may be. The
decisions of the Securities Administrator and the Depository concerning such
matters will be final and binding on all affected Persons.
Special Retail Certificates that have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the calendar
month preceding the month in which such Distribution Date occurs.
Any Certificate Owner of a Special Retail Certificate that has
requested a principal distribution may withdraw its request by so notifying in
writing the Depository Participant or Indirect Depository Participant that
maintains such Certificate Owner's account. If such account is maintained by an
Indirect Depository Participant, such Indirect Depository Participant must
notify the related Depository Participant which in turn must make the request of
the Depository or on the Depository's participant terminal system. If such
notice of withdrawal of a request for distribution has not been received by the
Depository on or before the Record Date for the next Distribution Date, the
previously made request for a principal distribution will be irrevocable with
respect to the making of principal distributions on such Distribution Date.
If any requests for principal distributions are rejected by the
Depository for failure to comply with the requirements of this Section 5.12, the
Depository shall return such request to the appropriate Depository Participant
with an explanation as to the reason for such rejection.
(d) If principal distributions to be made to the Special Retail
Certificates on a Distribution Date exceed the aggregate amount of principal
distribution requests for the Special Retail Certificates which have been
received on or before the applicable Record Date, as provided in Section 5.12(a)
above, additional Special Retail Certificates will be selected to receive
mandatory principal distributions in lots equal to $1,000 in accordance with the
then-applicable random lot procedures of the Depository, and the then-applicable
procedures of the Depository Participants and Indirect Depository Participants
representing the Certificate Owners (which procedures may or may not be by
random lot). The Securities Administrator shall notify the Depository of the
aggregate amount of the mandatory principal distribution to be made on the next
Distribution Date. The Depository shall then allocate such aggregate amount
among the Depository Participants on a random lot basis. Each Depository
Participant and, in turn, each Indirect Depository Participant will then select,
in accordance with its own procedures, Special Retail Certificates from among
those held in its accounts to receive mandatory principal distributions, such
that the total amount of principal distributed to the Special Retail
Certificates so selected is equal to the aggregate amount of such mandatory
distributions allocated to such Depository Participant by the Depository and to
such Indirect Depository Participant by its related Depository Participant, as
the case may be. Depository Participants and Indirect Depository Participants
that hold Special Retail Certificates selected for mandatory principal
distributions are required to provide notice of such mandatory distributions to
the affected Certificate Owners.
(e) Notwithstanding any provisions herein to the contrary, on each
Distribution Date with respect to the Special Retail Certificates on and after
the date on which any Realized Loss would decrease the Class Certificate Balance
of such Certificates' distributions in reduction of the Class Certificate
Balance of the Special Retail Certificates will be made pro rata among the
Certificate Owners of the Special Retail Certificates and will not be made in
integral multiples of $1,000 or pursuant to requests for distribution as
permitted by Section 5.12(a) or by mandatory distributions as provided for by
Section 5.12(d).
(f) In the event that the pro rata distributions described in
Section 5.12(e) cannot be made through the facilities of the Depository, the
Special Retail Certificates will be withdrawn by the Securities Administrator at
the direction of the Depository from the facilities of the Depository and
Definitive Certificates will be issued to replace such withdrawn Book-Entry
Certificates pursuant to Section 6.02(c)(iii). An amendment to this Agreement,
which may be approved without the consent of any Certificateholders, shall
establish procedures relating to the manner in which pro rata distributions in
reduction of the Class Certificate Balance of the Special Retail Certificates
are to be made; provided that such procedures shall be consistent, to the extent
practicable and customary for certificates similar to the Special Retail
Certificates, with the provisions of this Section 5.12.
Section 5.13 Determination of LIBOR. On each Rate Determination Date
for a Class of LIBOR Certificates, the Securities Administrator shall determine
LIBOR for the applicable Distribution Date on the basis of the British Bankers'
Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S.
Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate
Determination Date. As used herein, "Telerate page 3750" means the display
designated as page 3750 on the Moneyline Telerate Service.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Securities Administrator is unable to determine LIBOR on the basis of the
method set forth in the preceding paragraph, LIBOR for the applicable
Distribution Date will be whichever is higher of (x) LIBOR as determined on the
previous Rate Determination Date for such Class of LIBOR Certificates or (y) the
Reserve Interest Rate. The "Reserve Interest Rate" 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 Rate
Determination Date, to the principal London offices of at least two leading
banks in the London interbank market or (B) in the event that the Securities
Administrator can determine no such arithmetic mean, the lowest one-month U.S.
Dollar lending rate that the New York City banks selected by the Securities
Administrator are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date for a Class of LIBOR Certificates,
the Securities Administrator is required but is unable to determine the Reserve
Interest Rate in the manner provided in the preceding paragraph, LIBOR for the
applicable Distribution Date will be LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates, or, in the case of the
first Rate Determination Date for which the Securities Administrator is required
to determine LIBOR, 3.09% with respect to the Class 1-A-6 and Class 1-A-7
Certificates and 3.00% with respect to the Class 2-A-5, Class 2-A-6 and Class
2-A-7 Certificates.
The establishment of LIBOR by the Securities Administrator and the
Securities Administrator's subsequent calculation of the rates of interest
applicable to each of the LIBOR Certificates in the absence of manifest error,
will be final and binding. After a Rate Determination Date, the Securities
Administrator shall provide the Pass-Through Rates of the LIBOR Certificates for
the related Distribution Date to Beneficial Owners or Holders of LIBOR
Certificates who place a telephone call to the Securities Administrator at (301)
815-6600 and make a request therefor.
Section 5.14 Lower-Tier REMIC Distributions.
With respect to each Distribution Date, each Uncertificated
Lower-Tier Interest (other than the Class LT1AIO Interest) shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class, Classes
or Component as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest (other than the Class LT1APO Interest) shall receive
distributions in respect of interest at its Lower-Tier REMIC Rate as applied to
its principal or notional balance in an amount that will be equal to the Group 1
Interest Accrual Amounts and Group 1 Unpaid Interest Shortfalls, as the case may
be, in respect of its Corresponding Upper-Tier Class, Classes or Component, in
each case to the extent actually distributed thereon. With respect to any
Distribution Date, the principal portion of Realized Losses and recoveries
attributable to previously allocated Realized Losses allocated pursuant to this
Section 5.14 will be allocated to each Uncertificated Lower-Tier Interest in an
amount equal to the amount allocated to its respective Corresponding Upper-Tier
Class, Classes or Component as provided above, and the interest portion of
Realized Losses allocated pursuant this Section 5.14 will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to its respective Corresponding Upper-Tier Class, Classes or
Component as provided above.
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest shall equal the Class Certificate Balance of the respective
Corresponding Upper-Tier Class, Classes or Component. The initial principal
balance of each Uncertificated Lower-Tier Interest equals the Original Principal
Balances of the respective Corresponding Upper-Tier Class, Classes or Component.
It is intended that as of any date, (i) the principal balance of the
Class LT1APO Interest will be equal to the principal balance of the Class 30-PO
Certificates, (ii) the interest distributed in respect of the LT1AIO Interest
will equal the interest distributed in respect of the Class 30-IO Certificates,
(iii) the interest and principal distributed on each of the other Uncertificated
Lower-Tier Interests will be equal to the interest and principal distributed on
each related Corresponding Class, Classes. In addition, it is intended that as
of any date the aggregate principal balance of the Uncertificated Lower-Tier
Interests shall equal the aggregate Stated Principal Balance of the Group 1
Mortgage Loans less the outstanding balance of the Class 1-A-LR Certificate. Any
inconsistencies in respect of distributions to the Uncertificated Lower-Tier
Interests and from the Lower-Tier Interests to the Regular Certificates, the
Components and the Residual Certificates shall be resolved in a manner that
complies with the intentions of this paragraph.
Distributions of principal and interest in respect of the
Class 1-A-LR Certificate shall be made from the Lower-Tier REMIC.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior Certificates and the
Subordinate Certificates shall be substantially in the forms attached hereto as
Exhibits X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0, X-0-X-0,
X-0-X-0, X-0-X-00, X-0-X-00, X-0-X-00, X-0-X-00, X-0-X-00, X-0-X-00, X-0-X-00,
X-0-X-00, X-0-X-00, X-0-X-00, X-0-X-00, X-0-X-00, X-0-X-00, X-0-X-00, X-0-X-00,
X-0-X-00, A-30-IO, A-30-PO, A-1-A-R, A-1-A-LR, X-0-X-0, X-0-X-0, X-0-X-0,
X-0-X-0, X-0-X-0, A-2-A-6, A-2-A-7, A-2-A-8, X-X-0/0, X-0, X-0, X-0, X-0, X-0,
B-6 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 and upon
receipt of acknowledgement that the Securities Administrator, on behalf of the
Trustee, has been named the beneficial owner of the Mortgage Certificates. The
Classes of Certificates shall be available to investors in minimum denominations
of initial Certificate Balance (or initial Notional Amount) and integral
multiples in excess thereof set forth in the Preliminary Statement. The Senior
Certificates (other than the Class 1-A-R and Class 1-A-LR Certificates) and the
Class B-1, Class B-2 and Class B-3 Certificates shall initially be issued in
book-entry form through the Depository and delivered to the Depository or,
pursuant to the Depository's instructions on behalf of the Depository to, and
deposited with, the Certificate Custodian, and all other Classes of Certificates
shall initially be issued in definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Securities Administrator by an authorized officer or signatory.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Securities Administrator shall bind the Securities Administrator,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the execution and delivery of such Certificates or did not
hold such offices or positions at the date of such Certificate. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless such Certificate shall have been manually authenticated by the
Securities Administrator substantially in the form provided for herein, and such
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Securities Administrator shall cause to be kept at an office or agency
in the city in which the Corporate Trust Office of the Securities Administrator
is located a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Securities Administrator shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as herein provided. The Securities Administrator shall initially serve as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Securities Administrator shall execute and the
Securities Administrator shall authenticate and deliver the Certificates which
the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall (if so
required by the Securities Administrator or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator and the Certificate Registrar duly
executed by, the Holder thereof or its attorney duly authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times: (A) registration of the Book-Entry
Certificates may not be transferred by the Securities Administrator except to
another Depository; (B) the Depository shall maintain book-entry records with
respect to the Certificate Owners and with respect to ownership and transfers of
such Book-Entry Certificates; (C) ownership and transfers of registration of the
Book-Entry Certificates on the books of the Depository shall be governed by
applicable rules established by the Depository; (D) the Depository may collect
its usual and customary fees, charges and expenses from its Depository
Participants; (E) the Securities Administrator shall deal with the Depository as
the representative of the Certificate Owners of the Book-Entry Certificates for
purposes of exercising the rights of Holders under this Agreement, and requests
and directions for and votes of the Depository shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(F) the Securities Administrator may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its
Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners.
(ii) All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal
procedures.
(iii) If (A) 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
or (B) upon the occurrence of the events specified in Section 5.12(f), the
Securities Administrator shall notify all Certificate Owners in the case
of (A) or the Certificate Owners of the Special Retail Certificates in the
case of (B), through the Depository, of the occurrence of such event and
of the availability of definitive, fully-registered Certificates (the
"Definitive Certificates") to Certificate Owners requesting the same. Upon
surrender to the Securities Administrator of the related Class of
Certificates by the Depository (or by the Certificate Custodian, if it
holds such Class on behalf of the Depository), accompanied by the
instructions from the Depository for registration, the Securities
Administrator shall issue the Definitive Certificates. None of the Master
Servicer, the Depositor, the Securities Administrator or the Trustee shall
be liable for any delay in delivery of such instruction and may
conclusively rely on, and shall be protected in relying on, such
instructions. The Depositor shall provide the Securities Administrator
with an adequate inventory of certificates to facilitate the issuance and
transfer of Definitive Certificates. Upon the issuance of Definitive
Certificates, the Securities Administrator shall recognize the Holders of
the Definitive Certificates as Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made unless such
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
such laws. In the event of any such transfer, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the
Depositor may require a written Opinion of Counsel (which may be in-house
counsel) acceptable to and in form and substance reasonably satisfactory to the
Securities Administrator and the Depositor that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from the 1933 Act and such laws or is being made pursuant to the 1933
Act and such laws, which Opinion of Counsel shall not be an expense of the
Securities Administrator or the Depositor and (ii) the Securities Administrator
shall require a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached hereto as Exhibit G-1 and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached hereto either as Exhibit G-2A or as Exhibit G-2B, which
certificates shall not be an expense of the Securities Administrator or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Depositor shall provide to
any Holder of a Private Certificate and any prospective transferees designated
by any such Holder, information regarding the related Certificates and the
Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
certificate without registration thereof under the 1933 Act pursuant to the
registration exemption provided by Rule 144A. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Securities Administrator and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
(e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Securities Administrator either (i) a
representation letter in the form 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
presented for registration in the name of an employee benefit plan or
arrangement, including an individual retirement account, subject to ERISA, the
Code, or any federal, state or local law ("Similar Law") which is similar to
ERISA or the Code (collectively, a "Plan"), or a trustee or custodian of any of
the foregoing, an Opinion of Counsel in form and substance satisfactory to the
Securities Administrator to the effect that the purchase or holding of such
ERISA Restricted Certificate by or on behalf of such Plan will not constitute or
result in a non-exempt prohibited transaction within the meaning of ERISA,
Section 4975 of the Code or Similar Law and will not subject the Trustee, the
Depositor, the Securities Administrator or the Master Servicer to any obligation
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Securities Administrator, the Trustee or the
Master Servicer. Any transferee of an ERISA Restricted Certificate that does not
comply with either clause (i) or (ii) of the preceding sentence 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 acceptable
in form and substance to the Depositor. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA Restricted Certificate to or
on behalf of a Plan without the delivery to the Securities Administrator of an
Opinion of Counsel satisfactory to the Securities Administrator as described
above shall be void and of no effect.
Neither the Securities Administrator nor the Certificate Registrar
shall have any liability for transfers of Book-Entry Certificates made through
the book-entry facilities of the Depository or between or among any Depository
Participants or Certificate Owners, made in violation of applicable
restrictions. The Securities Administrator may rely and shall be fully protected
in relying upon information furnished by the Depository with respect to its
Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and Persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners.
To the extent permitted under applicable law (including, but not
limited to, ERISA), the Securities Administrator shall be under no liability to
any Person for any registration of transfer of any ERISA Restricted Certificate
that is in fact not permitted by this Section 6.02 or for making any payments
due on such Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so long as the
transfer was registered by the Securities Administrator in accordance with the
foregoing requirements.
(f) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Securities Administrator of any change or impending change in
its status as a Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in a Residual Certificate, the Securities Administrator shall
require delivery to it, in form and substance satisfactory to it, of an
affidavit in the form attached hereto as Exhibit I from the proposed
transferee.
(iv) Notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the
Securities Administrator has actual knowledge that the proposed transferee
is not a Permitted Transferee, no transfer of any Ownership Interest in a
Residual Certificate to such proposed transferee shall be effected.
(v) No Ownership Interest in a Residual Certificate may be purchased
by or transferred to any Person that is not a U.S. Person, unless (A) such
Person holds such Residual Certificate in connection with the conduct of a
trade or business within the United States and furnishes the transferor
and the Securities Administrator with an effective Internal Revenue
Service Form W-8ECI (or successor thereto) or (B) the transferee delivers
to both the transferor and the Securities Administrator an Opinion of
Counsel from a nationally-recognized tax counsel to the effect that such
transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of a Residual
Certificate will not be disregarded for federal income tax purposes.
(vi) Any attempted or purported transfer of any Ownership Interest
in a Residual Certificate in violation of the provisions of this Section
6.02 shall be absolutely null and void and shall vest no rights in the
purported transferee. If any purported transferee shall, in violation of
the provisions of this Section 6.02, become a Holder of a Residual
Certificate, then the prior Holder of such Residual Certificate that is a
Permitted Transferee shall, upon discovery that the registration of
transfer of such Residual Certificate was not in fact permitted by this
Section 6.02, be restored to all rights as Holder thereof retroactive to
the date of registration of transfer of such Residual Certificate. The
Securities Administrator shall be under no liability to any Person for any
registration of transfer of a Residual Certificate that is in fact not
permitted by this Section 6.02 or for making any distributions due on such
Residual Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of the Agreement so long as
the transfer was registered in accordance with this Section 6.02. The
Securities Administrator shall be entitled to recover from any Holder of a
Residual Certificate that was in fact not a Permitted Transferee at the
time such distributions were made all distributions made on such Residual
Certificate. Any such distributions so recovered by the Securities
Administrator shall be distributed and delivered by the Securities
Administrator to the prior Holder of such Residual Certificate that is a
Permitted Transferee.
(vii) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the
restrictions in this Section 6.02, then the Securities Administrator,
based on information provided to the Securities Administrator by the
Master Servicer, will provide to the Internal Revenue Service, and to the
Persons specified in Section 860E(e)(3) and (6) of the Code, information
needed to compute the tax imposed under Section 860E(e) of the Code on
transfers of residual interests to disqualified organizations. The
expenses of the Securities Administrator under this clause (vii) shall be
reimbursable by the Trust.
(viii) No Ownership Interest in a Residual Certificate shall be
acquired by a Plan or any Person acting on behalf of a Plan.
(g) [Reserved].
(h) No service charge shall be imposed for any transfer or exchange
of Certificates of any Class, but the Securities Administrator may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
(i) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Securities
Administrator, the Trustee, the Depositor and the Certificate Registrar such
security or indemnity reasonably satisfactory to each, to save each of them
harmless, then, in the absence of actual notice to the Securities Administrator
or the Certificate Registrar that such Certificate has been acquired by a bona
fide purchaser, the Securities Administrator shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Securities Administrator may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Securities Administrator and the Certificate Registrar)
connected therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Master Servicer,
the Trustee, the Securities Administrator, the Certificate Registrar and any
agent of the Depositor, the Master Servicer, the Trustee, the Securities
Administrator or the Certificate Registrar may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Master Servicer, the Trustee, the
Securities Administrator, the Certificate Registrar or any agent of the Master
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01 Respective Liabilities of the Depositor and the Master
Servicer. The Depositor and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically and
respectively imposed upon and undertaken by the Depositor and 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 or the
administration of the Mortgage Certificates, nor is it obligated by Section 8.01
to assume any obligations of the Master Servicer or to appoint a designee to
assume such obligations, nor is it liable for any other obligation hereunder
that it may, but is not obligated to, assume unless it elects to assume such
obligation in accordance herewith.
Section 7.02 Merger or Consolidation of the Depositor or the Master
Servicer. The Depositor and the Master Servicer will each keep in full effect
its existence, rights and franchises as a separate entity under the laws
governing its organization, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
or Mortgage Certificates and to perform its respective duties under this
Agreement.
Any Person into which the Depositor or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC.
Section 7.03 Limitation on Liability of the Depositor, the Master
Servicer and Others. None of the Depositor, the Master Servicer or any of the
directors, officers, employees or agents of the Depositor or of the Master
Servicer shall be under any liability to the Trust Estate or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Master Servicer or any such Person against any breach of warranties or
representations made herein or any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties or by reason of reckless disregard of obligations and duties
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer shall be indemnified by the Trust Estate and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans or
the Mortgage Certificates (except as any such loss, liability or expense shall
be otherwise reimbursable pursuant to this Agreement) and any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross negligence
in the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder. Neither of the Depositor nor the Master
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its respective duties under this
Agreement and which in its opinion may involve it in any expense or liability;
provided, however, that the Depositor or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable in
respect to this Agreement and the rights and duties of the parties hereto and
the interests of the Certificateholders hereunder. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Estate (except any expenses, costs
or liabilities incurred as a result of any breach of representations or
warranties of the related party or by reason of willful misfeasance, bad faith
or gross negligence in the performance of duties of such party hereunder or by
reason of reckless disregard of obligations and duties of such party hereunder),
and the Depositor and Master Servicer shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans or Mortgage
Certificates on deposit in the Master Servicer Custodial Account as provided by
Section 3.11.
Section 7.04 Depositor and Master Servicer Not to Resign. Subject to
the provisions of Section 7.02, neither the Depositor nor the Master Servicer
shall resign from its respective obligations and duties hereby imposed on it
except upon determination that its duties hereunder are no longer permissible
under applicable law. Any such determination permitting the resignation of the
Depositor or the Master Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Securities Administrator. No such resignation by
the Master Servicer shall become effective until the Securities Administrator or
a successor Master Servicer shall have assumed such 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 3:00
P.M. New York time on the related Distribution Date; or
(b) failure on the part of the Master Servicer duly to observe or
perform in any material respect any other covenants or agreements of the Master
Servicer set forth in the Certificates or in this Agreement, which covenants and
agreements continue unremedied for a period of 30 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Master Servicer by the Securities Administrator, the Trustee
or the Depositor, or to the Master Servicer, the Depositor, the Securities
Administrator and the Trustee by the Holders of Certificates evidencing Voting
Rights aggregating not less than 25% of all Certificates affected thereby; or
(c) the entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against the Master
Servicer, or for the winding up or liquidation of the Master Servicer's affairs,
and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or
(d) the consent by the Master Servicer to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
the Master Servicer or of or relating to substantially all of its property; or
the Master Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations;
then, and in each and every such case, so long as an Event of Default is
actually known by the Trustee or the Depositor and shall not have been remedied
by the Master Servicer, either the Trustee or the Depositor may, and at the
direction of the Holders of Certificates evidencing Voting Rights aggregating
not less than 51% of all Certificates affected thereby shall, by notice then
given in writing to the Master Servicer (and to the Trustee, if given by the
Depositor, and to the Depositor, if given by the Trustee), terminate all of the
rights and obligations of the Master Servicer under this Agreement. On or after
the receipt by the Master Servicer of such written notice and subject to Section
8.05, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this Section
8.01 and Section 8.05(a), unless and until such time as the Trustee shall
appoint a successor Master Servicer pursuant to Section 8.05, and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the applicable
Mortgage Loans and related documents, or otherwise, including, without
limitation, the recordation of the assignments of the applicable Mortgage Loans
to it. The Master Servicer agrees to cooperate with the Trustee in effecting the
termination of the responsibilities and rights of the Master Servicer hereunder,
including, without limitation, the transfer to the Trustee for the
administration by it of all cash amounts that have been deposited by the Master
Servicer in the Master Servicer Custodial Account or thereafter received by the
Master Servicer with respect to the Mortgage Loans. Upon obtaining notice or
knowledge of the occurrence of any Event of Default, the Person obtaining such
notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the master servicing data and
information to the successor Master Servicer and amending this Agreement to
reflect such succession as Master Servicer pursuant to this Section 8.01 shall
be paid by the predecessor Master Servicer. Notwithstanding the termination of
the Master Servicer pursuant hereto, the Master Servicer shall remain liable for
any causes of action arising out of any Event of Default occurring prior to such
termination, subject to the terms and conditions of this Agreement.
Section 8.02 Remedies of Trustee. During the continuance of any
Event of Default, so long as such Event of Default shall not have been remedied,
the Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.
Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default. During the continuance of any Event of Default, Holders
of Certificates evidencing Voting Rights aggregating not less than 25% (or such
other percentage as may be required herein) of each Class of Certificates
affected thereby may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee under this Agreement; provided, however, that
the Trustee shall be under no obligation to pursue any such remedy, or to
exercise any of the trusts or powers vested in it by this Agreement (including,
without limitation, (a) the conducting or defending of any administrative action
or litigation hereunder or in relation hereto, and (b) the terminating of the
Master Servicer or any successor Master Servicer from its rights and duties as
servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities which may be incurred therein or thereby and, provided
further, that, subject to the provisions of Section 9.01, the Trustee shall have
the right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would subject the Trustee to a risk of personal liability
or be unjustly prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default. In the event that a Responsible Officer of the Trustee
shall have actual knowledge of any failure of the Master Servicer specified in
Section 8.01(a) or (b) which would become an Event of Default upon such Master
Servicer's failure to remedy the same after notice, the Trustee shall give
notice thereof to the Master Servicer. If a Responsible Officer of the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Certificateholders in accordance with Section
8.01.
Section 8.05 Trustee to Act; Appointment of Successor. (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 be the
successor in all respects to the Master Servicer in its capacity as master
servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof and thereof, as applicable, or shall appoint a successor pursuant to
Section 3.07. Notwithstanding the foregoing, (i) the parties hereto agree that
the Trustee, in its capacity as successor Master Servicer, immediately will
assume all of the obligations of the Master Servicer to make advances
(including, without limitation, Advances pursuant to Section 3.21) under this
Agreement, (ii) the Trustee, in its capacity as successor Master Servicer, shall
not be responsible for the lack of information and/or documents that it cannot
obtain through reasonable efforts and (iii) under no circumstances shall any
provision of this Agreement be construed to require the Trustee, acting in its
capacity as successor to the Master Servicer in its obligation to make advances
(including Advances pursuant to Section 3.21) to advance, expend or risk its own
funds or otherwise incur any financial liability in the performance of its
duties hereunder if it shall have reasonable grounds for believing that such
funds are non-recoverable. Subject to Section 8.05(b), as compensation therefor,
the Trustee shall be entitled to such compensation as the terminated Master
Servicer would have been entitled to hereunder if no such notice of termination
had been given, except for those amounts due to the Master Servicer as
reimbursement for advances previously made or amounts previously expended and
are otherwise reimbursable hereunder. Notwithstanding the above, the Trustee
may, if it shall be unwilling so to act, or shall, if it is legally unable so to
act, appoint, or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution having a net worth of not less
than $10,000,000 as the successor to such 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 incurred in
connection with transferring Mortgage Files to the successor Master Servicer and
amending this Agreement to reflect such succession as Master Servicer pursuant
to Section 8.01 shall be paid by the predecessor Master Servicer upon
presentation of reasonable documentation of such costs, and if such predecessor
Master Servicer defaults in its obligation to pay such costs, such costs shall
be paid by the successor Master Servicer or the Trustee (in which case the
successor Master Servicer or the Trustee shall be entitled to reimbursement
therefor from the assets of the Trust).
(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. Upon any
termination or appointment of a successor to the Master Servicer pursuant to
this Article VIII, the Securities Administrator shall give prompt written notice
thereof to Certificateholders at their respective addresses appearing in the
Certificate Register and to each Rating Agency.
ARTICLE IX
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01 Duties of Trustee and Securities Administrator. (a) The
Trustee and the Securities Administrator, prior to the occurrence of an Event of
Default and after the curing or waiver of all Events of Default which may have
occurred, each undertake to perform such duties and only such duties as are
specifically set forth in this Agreement as duties of the Trustee and the
Securities Administrator, respectively. In case an Event of Default has occurred
of which a Responsible Officer of the Trustee shall have actual knowledge (which
has not been cured or waived), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise as a reasonably prudent investor would exercise or use under
the circumstances in the conduct of such investor's own affairs. In case an
Event of Default has occurred of which a Responsible Officer of the Securities
Administrator shall have actual knowledge (which has not been cured or waived),
the Securities Administrator shall exercise such of the rights and powers vested
in it by this Agreement, and use the same degree of care and skill in their
exercise as a reasonably prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
The Trustee and the Securities Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Securities Administrator
which are specifically required to be furnished pursuant to any provision of
this Agreement, shall examine them to determine whether they conform to the
requirements of this Agreement; provided, however, that neither the Trustee nor
the Securities Administrator shall be responsible for the accuracy of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Master Servicer or the Depositor hereunder.
(b) No provision of this Agreement shall be construed to relieve the
Trustee or the Securities Administrator from liability for its own grossly
negligent action, its own grossly negligent failure to act or its own willful
misfeasance; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee and the Securities Administrator
shall be determined solely by the express provisions of this Agreement,
the Trustee and the Securities Administrator shall not be liable except
for the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Securities Administrator
and, in the absence of bad faith on the part of the Trustee and the
Securities Administrator, the Trustee and the Securities Administrator may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and the Securities Administrator by the Depositor
or the Master Servicer and which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee (in its individual capacity) shall not be
personally liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was grossly negligent in ascertaining the
pertinent facts;
(iii) The Trustee (in its individual capacity) and the Securities
Administrator (in its individual capacity) shall not be personally liable
with respect to any action taken, suffered or omitted to be taken by it in
good faith in accordance with the direction of Certificateholders as
provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of any default
specified in clauses (a) and (b) of Section 8.01 or an Event of Default
under clauses (c) and (d) of Section 8.01 unless a Responsible Officer of
the Trustee assigned to and working in the Corporate Trust Office of the
Trustee obtains actual knowledge of such failure or event or any
Responsible Officer of the Trustee receives written notice of such failure
or event at its Corporate Trust Office from the Master Servicer, the
Securities Administrator, the Depositor or any Certificateholder. The
Securities Administrator shall not be charged with knowledge of any
default specified in clauses (a) and (b) of Section 8.01 or an Event of
Default under clauses (c) and (d) of Section 8.01 unless a Responsible
Officer of the Securities Administrator assigned to and working in the
Corporate Trust Office of the Securities Administrator obtains actual
knowledge of such failure or event or any Responsible Officer of the
Securities Administrator receives written notice of such failure or event
at its Corporate Trust Office from the Master Servicer, the Trustee, the
Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 8.05 in respect of the
Trustee, no provision in this Agreement shall require the Trustee or the
Securities Administrator to expend or risk its own funds or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee or Securities Administrator hereunder, or in the
exercise of any of its rights or powers, if the Trustee or the Securities
Administrator shall have reasonable grounds for believing that repayment
of funds or adequate indemnity or security satisfactory to it against such
risk or liability is not reasonably assured to it and none of the
provisions contained in this Agreement shall in any event require the
Securities Administrator to perform, or be responsible for the manner of
performance of, any of the obligations of the Master Servicer under this
Agreement.
Section 9.02 Certain Matters Affecting the Trustee and the
Securities Administrator. Except as otherwise provided in Section 9.01:
(i) The Trustee and the Securities Administrator may request and
rely upon and shall be protected in acting or refraining from acting upon
any resolution, Officer's Certificate, certificate of auditors or any
other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the
proper party or parties and the manner of obtaining consents and of
evidencing the authorization of the execution thereof by
Certificateholders shall be subject to the reasonable regulations as the
Trustee and the Securities Administrator, as applicable, may prescribe;
(ii) The Trustee and the Securities Administrator may consult with
counsel and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such Opinion
of Counsel;
(iii) Neither the Trustee nor the Securities Administrator shall be
under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any
of the Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee or the
Securities Administrator, as the case may be, reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Securities Administrator of the obligation, upon the
occurrence of an Event of Default (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this Agreement, and
to use the same degree of care and skill in their exercise as a prudent
investor would exercise or use under the circumstances in the conduct of
such investor's own affairs;
(iv) Neither the Trustee nor the Securities Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default which may have
occurred, neither the Trustee nor the Securities Administrator shall be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests, aggregating not less
than 50%; provided, however, that if the payment within a reasonable time
to the Trustee or the Securities Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee or the Securities
Administrator, as applicable, not reasonably assured to the Trustee or the
Securities Administrator, as applicable, by the security afforded to it by
the terms of this Agreement, the Trustee or the Securities Administrator,
as the case may be, may require reasonable indemnity or security
satisfactory to it against such expense or liability or payment of such
estimated expenses as a condition to so proceeding;
(vi) The Trustee and the Securities Administrator may each execute
any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, attorneys, accountants, custodian
or independent contractor; and
(vii) The right of the Trustee or the Securities Administrator to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and neither the Trustee nor the Securities
Administrator shall be answerable for other than its gross negligence or
willful misconduct in the performance of any such act.
Section 9.03 Neither Trustee nor Securities Administrator Liable for
Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates (other than the execution of, and the authentication on the
Certificates) shall be taken as the statements of the Depositor or 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 or
the Mortgage Certificates save that the Trustee and the Securities Administrator
represent that, assuming due execution and delivery by the other parties hereto,
this Agreement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, subject, as to enforcement of remedies, to applicable
insolvency, receivership, moratorium and other laws affecting the rights of
creditors generally, and to general principles of equity and the discretion of
the court (regardless of whether enforcement of such remedies is considered in a
proceeding in equity or at law).
Neither the Trustee nor the Securities Administrator shall at any
time have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage, any Mortgage Loan or any Mortgage
Certificate, 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 or Mortgage
Certificate to the Trustee or of any intervening assignment; the completeness of
any Mortgage Loan; the performance or enforcement of any Mortgage Loan or
Mortgage Certificate (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 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 execute and file any financing
or continuation statement in any public office at any time required to maintain
the perfection of any security interest or lien granted to it hereunder.
Section 9.04 Trustee and Securities Administrator May Own
Certificates. Each of the Trustee and the Securities Administrator in their
individual or any other capacities may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee or the
Securities Administrator and may otherwise deal with the Master Servicer or any
of its affiliates with the same right it would have if it were not the Trustee
or the Securities Administrator.
Section 9.05 Eligibility Requirements for Trustee and the Securities
Administrator. The Trustee and the Securities Administrator hereunder shall at
all times be (a) an institution the deposits of which are fully insured by the
FDIC and (b) a corporation or banking association organized and doing business
under the laws of the United States of America or of any State, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of not less than $50,000,000.00 and subject to supervision or
examination by Federal or State authority and (c) with respect to every
successor trustee or securities administrator hereunder either an institution
(i) the long-term unsecured debt obligations of which are rated at least "A" by
Fitch and S&P or "A2" by Moody's or (ii) whose serving as Trustee or Securities
Administrator hereunder would not result in the lowering of the ratings
originally assigned to any Class of Certificates. The Trustee shall not be an
affiliate of the Depositor, the Master Servicer or any Servicer. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. The principal office of the Trustee and the Securities
Administrator (other than the initial Trustee or Securities Administrator) shall
be in a state with respect to which an Opinion of Counsel has been delivered to
such Trustee at the time such Trustee or Securities Administrator is appointed
Trustee or Securities Administrator to the effect that the Trust will not be a
taxable entity under the laws of such state. In case at any time the Trustee or
the Securities Administrator shall cease to be eligible in accordance with the
provision of this Section 9.05, the Trustee or the Securities Administrator, as
the case may be, shall resign immediately in the manner and with the effect
specified in Section 9.06.
The Securities Administrator (i) may not be an originator, the
Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless
the Securities Administrator is in an institutional trust department, (ii) must
be authorized to exercise corporate trust powers under the laws of its
jurisdiction of organization, and (iii) must be rated at least "A/F1" by Fitch
and "A-1" by S&P, if Fitch and S&P, as applicable, is a Rating Agency, or the
equivalent rating by Xxxxx'x Investors Service, Inc. (or such other rating
acceptable to Fitch and S&P pursuant to a ratings confirmation). If no successor
Securities Administrator shall have been appointed and shall have accepted
appointment within 60 days after the Securities Administrator ceases to be the
Securities Administrator pursuant to this Section 9.05, then the Trustee shall
perform the duties of the Securities Administrator pursuant to this Agreement.
Notwithstanding the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, an institution qualified under Section 9.05
hereof as the successor to the Securities Administrator hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
a Securities Administrator hereunder; provided, however, that any such
institution appointed as successor Securities Administrator shall not, as
evidenced in writing by each Rating Agency, adversely affect the then current
rating of any Class of Certificates immediately prior to the termination of the
Securities Administrator. The Trustee shall notify the Rating Agencies of any
change of the Securities Administrator.
Section 9.06 Resignation and Removal of Trustee and the Securities
Administrator. The Trustee or the Securities Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
thereof to the Master Servicer and the Depositor and mailing a copy of such
notice to all Holders of record. The Trustee or the Securities Administrator, as
applicable, shall also mail a copy of such notice of resignation to each Rating
Agency. Upon receiving such notice of resignation, the Depositor shall use its
best efforts to promptly appoint a mutually acceptable successor Trustee or
Securities Administrator, as applicable, by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee or
Securities Administrator, as applicable, and one copy to the successor Trustee
or Securities Administrator, as applicable. If no successor Trustee or
Securities Administrator, as the case may be, shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee or Securities Administrator may petition
any court of competent jurisdiction for the appointment of a successor Trustee
or Securities Administrator.
If at any time the Trustee or Securities Administrator shall cease
to be eligible in accordance with the provisions of Section 9.05 and shall fail
to resign after written request therefor by the Master Servicer, or if at any
time the Trustee or the Securities Administrator shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or the Securities Administrator or of their respective property shall be
appointed, or any public officer shall take charge or control of the Trustee or
the Securities Administrator or of their respective property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Master Servicer
may remove the Trustee or the Securities Administrator, as the case may be, and
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or the Securities
Administrator, as applicable, so removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of the
Voting Rights may at any time remove the Trustee or the Securities Administrator
by written instrument or instruments delivered to the Master Servicer and the
Trustee or the Securities Administrator, as applicable; the Master Servicer
shall thereupon use their best efforts to appoint a mutually acceptable
successor Trustee or Securities Administrator, as the case may be, in accordance
with this Section 9.06.
Any resignation or removal of the Trustee or the Securities
Administrator and appointment of a successor Trustee pursuant to any of the
provisions of this Section 9.06 shall become effective upon acceptance of
appointment by the successor Trustee or Securities Administrator, as the case
may be, as provided in Section 9.07.
Section 9.07 Successor Trustee or Securities Administrator. Any
successor Trustee or successor Securities Administrator appointed as provided in
Section 9.06 shall execute, acknowledge and deliver to the Master Servicer and
to its predecessor Trustee or Securities Administrator, as applicable, an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Securities Administrator shall become
effective and such successor Trustee or Securities Administrator, as the case
may be, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Trustee or Securities
Administrator, as applicable, herein. The predecessor Trustee or Securities
Administrator shall duly assign, transfer, deliver and pay over to the successor
Trustee or Securities Administrator, as the case may be, the whole of the
Mortgage Files and related documents and statements held by it hereunder and any
documents relating to the Mortgage Certificates, together with all instruments
of transfer and assignment or other documents properly executed as may be
reasonably required to effect such transfer and such of the records or copies
thereof maintained by the predecessor Trustee or Securities Administrator in the
administration hereof as may be reasonably requested by the successor Trustee or
Securities Administrator, as the case may be, and shall thereupon be discharged
from all duties and responsibilities under this Agreement; provided, however,
that if the predecessor Trustee or Securities Administrator has been removed
pursuant to the third paragraph of Section 9.06, all reasonable expenses of the
predecessor Trustee or Securities Administrator incurred in complying with this
Section 9.07 shall be reimbursed by the Trust.
No successor Trustee or Securities Administrator shall accept
appointment as provided in this Section 9.07 unless at the time of such
appointment such successor Trustee or Securities Administrator, as the case may
be, shall be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee or Securities
Administrator, as applicable, as provided in this Section 9.07, the Master
Servicer shall cooperate to mail notice of the succession of such Trustee or
Securities Administrator, as the case may be, hereunder to all Holders of
Certificates at their addresses as shown in the Certificate Register and to each
Rating Agency. If the Master Servicer fails to mail such notice within ten days
after acceptance of appointment by the successor Trustee or Securities
Administrator, the successor Trustee or Securities Administrator, as the case
may be, shall cause such notice to be mailed at the expense of the Master
Servicer.
Section 9.08 Merger or Consolidation of Trustee or Securities
Administrator. Any corporation or banking association into which either the
Trustee or the Securities Administrator may be merged or converted or with which
it may be consolidated, or any corporation or banking association resulting from
any merger, conversion or consolidation to which the Trustee or the Securities
Administrator shall be a party, or any corporation or banking association
succeeding to all or substantially all of the corporate trust business of the
Trustee or the Securities Administrator, shall be the successor of the Trustee
or the Securities Administrator, as applicable, hereunder, if such corporation
or banking association is eligible under the provisions of Section 9.05, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.
Section 9.09 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the Master Servicer
and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee
as co-trustee or separate trustee of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity, such title to the Trust
Estate, or any part thereof, and, subject to the other provision of this Section
9.09, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If 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
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged a
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 9.10 Authenticating Agents. The Securities Administrator may
appoint one or more authenticating agents ("Authenticating Agents") which shall
be authorized to act on behalf of the Securities Administrator in authenticating
or countersigning Certificates. Initially, the Authenticating Agent shall be
Xxxxx Fargo Bank, N.A. Wherever reference is made in this Agreement to the
authentication or countersigning of Certificates by the Securities Administrator
or the Securities Administrator's certificate of authentication or
countersigning, such reference shall be deemed to include authentication or
countersigning on behalf of the Securities Administrator by an Authenticating
Agent and a certificate of authentication or countersignature executed on behalf
of the Securities Administrator by an Authenticating Agent. Each Authenticating
Agent must be acceptable to the Master Servicer and must be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any State, having a place of business in New York, New
York, having a combined capital and surplus of at least $15,000,000, authorized
under such laws to do a trust business and subject to supervision or examination
by Federal or State authorities.
Any corporation or banking association into which any Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Securities Administrator or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Securities Administrator and to the Master
Servicer. The Securities Administrator may at any time terminate the agency of
any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case, at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Securities Administrator may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Master Servicer and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent.
Section 9.11 Securities Administrator's Fees and Expenses and
Trustee's Fees and Expenses. The Trustee, as compensation for its services
hereunder, shall be entitled to a fee in an amount agreed upon between the
Trustee and the Securities Administrator, payable by the Securities
Administrator out of its own funds and not out of any funds of the Trust Estate.
The Securities Administrator shall be entitled to the Securities Administrator
Fee on each Distribution Date 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 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); provided, however, that the
Depositor, the Securities Administrator and the Trustee intend to enter into a
separate agreement for custody-related services. 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 related Master Servicer. Subject
to this Article IX, the Trustee agrees to enforce the terms and provisions
hereof against the Custodian for the benefit of the Certificateholders. Each
Custodian shall be a depository institution subject to supervision by federal or
state authority, shall have a combined capital and surplus of at least
$10,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Mortgage File.
Section 9.13 Paying Agents. The Securities Administrator may appoint
one or more Paying Agents (each, a "Paying Agent") which shall be authorized to
act on behalf of the Securities Administrator in making withdrawals from the
Certificate Account and distributions to Certificateholders as provided in
Section 3.09, Section 5.02 and Section 5.03. 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 to Certificateholders by the Securities Administrator, such
reference shall be deemed to include such a distribution or furnishing on behalf
of the Securities Administrator by a Paying Agent. Each Paying Agent shall
provide to the Securities Administrator such information concerning the
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
notice of termination to such Paying Agent and to the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time any Paying Agent shall cease to be eligible in accordance with the
provisions of the first paragraph of this Section 9.13, the Securities
Administrator may appoint, upon prior written approval of the Master Servicer, a
successor Paying Agent, shall give written notice of such appointment to the
Master Servicer and shall mail notice of such appointment to all
Certificateholders. Any successor Paying Agent upon acceptance of its
appointment hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Paying Agent. The Securities Administrator shall remain liable for any
duties and obligations assumed by its appointed Paying Agent.
Section 9.14 Limitation of Liability. The Certificates are executed
by the Securities Administrator, not in its individual capacity but solely as
Securities Administrator of the Trust, in the exercise of the powers and
authority conferred and vested in it by this Agreement. Each of the undertakings
and agreements made on the part of the Securities Administrator in the
Certificates is made and intended not as a personal undertaking or agreement by
the Securities Administrator but is made and intended for the purpose of binding
only the Trust.
Section 9.15 Trustee or Securities Administrator May Enforce Claims
Without Possession of Certificates. All rights of action and claims under this
Agreement or the Certificates may be prosecuted and enforced by the Trustee or
the Securities Administrator without the possession of any of the Certificates
or the production thereof in any proceeding relating thereto, and such preceding
instituted by the Trustee or the Securities Administrator shall be brought in
its own name or in its capacity as Trustee or Securities Administrator. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of
which such judgment has been recovered.
Section 9.16 Suits for Enforcement. In case an Event of Default or
other default by the Master Servicer or the Depositor hereunder shall occur and
be continuing, the Trustee, in its discretion, may proceed to protect and
enforce its rights and the rights of the Holders of Certificates under this
Agreement by a suit, action or proceeding in equity or at law or otherwise,
whether for the specific performance of any covenant or agreement contained in
this Agreement or in aid of the execution of any power granted in this Agreement
or for the enforcement of any other legal, equitable or other remedy, as the
Trustee, being advised by counsel, shall deem most effectual to protect and
enforce any of the rights of the Trustee and the Certificateholders.
Section 9.17 Waiver of Bond Requirement. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination. 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 5.06(b) and 5.07(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 (1)
the purchase of all the Mortgage Loans and all REO Property remaining in the
Trust Estate by the Master Servicer at a price equal to the sum of (i) 100% of
the unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan
as to which REO Property has been acquired and whose fair market value is
included pursuant to clause (ii) below) (ii) the fair market value of such REO
Property, plus any Class Unpaid Interest Shortfall for any Class of Group 1
Certificates or Component Unpaid Interest Shortfall for the Class 1-A-1/2
Component as well as any accrued and unpaid interest through the last day of the
month of such purchase at the related Mortgage Interest Rate on the unpaid
principal balance of each Mortgage Loan (including any Mortgage Loan as to which
REO Property has been acquired) and (2) the final payments of the Mortgage
Certificates or (b) the later of (1) the final payment or other liquidation (or
any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Estate or the disposition of all REO Property and (2) the final payment on
the Mortgage Certificates.
The Master Servicer may not exercise its purchase option for the
Mortgage Loans until all Reimbursement Amounts for the Mortgage Loans have been
paid. The Securities Administrator shall notify the Seller, upon notice of
Master Servicer's intent to exercise its purchase option of any 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 purchase the Mortgage Loans is
conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans
being less than 10% of the aggregate Cut-Off Date Principal Balance of the
Mortgage Loans. In addition, the right of the Master Servicer to purchase the
applicable Mortgage Loans is conditioned on the sum of clause (a)(1)(i) and (ii)
of the first paragraph of this Section 10.01 being less than or equal to the
aggregate fair market value of the Mortgage Loans being purchased (other than
any Mortgage Loan as to which REO Property has been acquired) and the REO
Properties; provided, however, that this sentence shall not apply to any
purchase by the Master Servicer if, at the time of 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 the
purposes of the previous sentence 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 (3rd) Business Day next preceding the date upon which such notice of the
exercise of any purchase right is furnished to Certificateholders pursuant to
the sixth paragraph of this Section 10.01.
If such right is exercised by the Master Servicer, the Trustee
shall, promptly following payment of the purchase price, release to the Master
Servicer or its respective designees, the Mortgage Files pertaining to such
Mortgage Loans being purchased.
Notice of the exercise of any purchase option by the Master Servicer
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 applicable 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 Master Servicer 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 presentation and surrender of the applicable Certificates, the
Securities Administrator shall cause to be distributed to the applicable
Certificateholders of each Class, in the order set forth in Section 5.02 or
Section 5.03 hereof, 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, an amount equal to (I) as
to each such Class of Certificates, the Class Certificate Balance thereof plus
(a) accrued interest thereon in the case of an interest-bearing Certificate or
Component, as applicable, and (b) the Class PO Deferred Amount with respect to
the Class 30-PO Certificates and (II) as to the Class 1-A-R and Class 1-A-LR
Certificates, as applicable, the amounts, if any, which remain on deposit in the
Certificate Account with respect to the related Mortgage Loans (and are deemed
to be on deposit in the Upper-Tier Certificate Sub-Account, as applicable, other
than the amounts retained to meet claims) after application pursuant to clause
(I) above. An amount shall be distributed in respect of interest and principal,
as applicable, to the Uncertificated Lower-Tier Interests in the same manner as
principal and interest are distributed to the Uncertificated Lower-Tier
Interests as provided in Section 5.14.
If the applicable Certificateholders do not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Securities Administrator shall on such date cause all
funds in the 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) If the Master
Servicer exercises its purchase option relating to the Mortgage Loans as
provided in Section 10.01, after the final distribution on the Mortgage
Certificates has occurred, the Trust 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 (i)
result in the imposition of taxes on "prohibited transactions" or "prohibited
contributions" in respect of any Trust REMIC as defined in the REMIC Provisions,
or (ii) cause any Trust REMIC to fail to qualify as a REMIC at any time that any
related Certificates or Uncertificated Lower-Tier Interests are outstanding:
(i) The Securities Administrator shall specify the first day in the
90-day liquidation period in a statement attached to each applicable Trust
REMIC's final tax return pursuant to Treasury Regulation Section 1.860F-1
and shall satisfy all requirements of a qualified liquidation under
Section 860F of the Code and any regulations thereunder;
(ii) During such 90-day liquidation period, and at or prior to the
time of making of the final payment on the Certificates, the Securities
Administrator shall sell all of the assets of the Lower-Tier REMIC to the
Master Servicer for cash; and
(iii) At the time of the making of the final distribution on the
Certificates, the Securities Administrator shall distribute or credit, or
cause to be distributed or credited to the Holders of the Residual
Certificates all cash on hand in the Trust Estate (other than cash
retained to meet claims), and the Trust shall terminate at that time.
(b) By their acceptance of the Residual Certificates, the Holders
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 or the Securities Administrator.
(c) For the avoidance of doubt, the Lower-Tier REMIC may be
terminated at the time that there are Group 1 Certificates outstanding,
notwithstanding the fact that the Trust Estate still holds one or more Mortgage
Certificates.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Securities Administrator and the
Trustee without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions of this Agreement,
any amendment to this Agreement or the related Prospectus Supplement, (iii) to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary to maintain the qualification of any Trust REMIC as a REMIC at all
times that any related Certificates or Uncertificated Lower-Tier Interets are
outstanding or to avoid or minimize the risk of the imposition of any tax on any
Trust REMIC pursuant to the Code that would be a claim against the Trust Estate,
provided that (a) the Trustee and the Securities Administrator have received an
Opinion of Counsel to the effect that such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action shall not, as evidenced by such Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into the
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 Senior Certificates, Class B-1, Class B-2, Class B-3,
Class B-4, or Class B-5 Certificates as evidenced by a letter from each Rating
Agency rating such Certificates to such effect and (v) to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, provided that the amendment shall not be deemed to adversely
affect in any material respect the interests of the Certificateholders and no
Opinion of Counsel to that effect shall be required if the Person requesting the
amendment obtains a letter from each Rating Agency stating that the amendment
would not result in the downgrading or withdrawal of the respective ratings then
assigned to the Certificates.
This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Securities Administrator and the Trustee,
with the consent of the Holders of Certificates of each Class of Certificates
which is affected by such amendment, evidencing, as to each such Class of
Certificates, Percentage Interests aggregating not less than 66-2/3%, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Holders of such Certificates; provided, however, that no such amendment
shall (A) reduce in any manner the amount of, or delay the timing of,
collections of payments on Mortgage Loans or distributions which are required to
be made on any Certificate without the consent of the Holder of such Certificate
or (B) reduce the aforesaid percentage required to consent to any such
amendment, without the consent of the Holders of all Certificates then
Outstanding.
Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee and the Securities Administrator with an Opinion of Counsel
stating whether such amendment would adversely affect the qualification of any
Trust REMIC created hereunder as a REMIC 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 and to each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Securities Administrator may prescribe.
Section 11.02 Recordation of Agreement; Counterparts. This Agreement
is subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense at the direction of Holders
of Certificates evidencing not less than 50% of all Voting Rights, but only upon
delivery to the Securities Administrator at the expense of the requesting
Certificateholders of an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Securities Administrator a
written notice of default and of the continuance thereof, as provided herein,
and unless also the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of each Class of Certificates affected thereby
shall have made written request upon the Securities Administrator to institute
such action, suit or proceeding in its own name as Securities Administrator
hereunder and shall have offered to the Securities Administrator such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Securities Administrator, for 60 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Securities Administrator, that no one or
more Holders of Certificates shall have any right in any manner whatever by
virtue or by availing itself or themselves of any provisions of this Agreement
to affect, disturb or prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section 11.03, each and every Certificateholder and the Securities Administrator
shall be entitled to such relief as can be given either at law or in equity.
Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
With respect to any claim arising out of this Agreement, each party
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York and the United States District Court located in the Borough of
Manhattan in The City of New York, and each party irrevocably waives any
objection which it may have at any time to the laying of venue of any suit,
action or proceeding arising out of or relating hereto brought in any such
courts, irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum and further
irrevocably waives the right to object, with respect to such claim, suit, action
or proceeding brought in any such court, that such court does not have
jurisdiction over such party, provided that service of process has been made by
any lawful means.
Section 11.05 Notices. All demands, notices, instructions,
directions, requests and communications required or permitted to be delivered
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by certified mail, return receipt requested,
(provided, however, that notices to the Securities Administrator may be
delivered by facsimile and shall be deemed effective upon receipt) to (a) in the
case of the Depositor, Banc of America Funding Corporation, 000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: General Counsel and Chief
Financial Officer, (b) in the case of the Master Servicer, Xxxxx Fargo Bank,
N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: BAFC 2005-3,
(c) in the case of the Securities Administrator, Xxxxx Fargo Bank, N.A., X.X.
Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, Attention: BAFC, Series 2005-3, and for
overnight delivery purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: BAFC, Series 2005-3, with a copy to
Xxxxx Fargo Bank, N.A., Sixth and Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx,
00000, Attention: BAFC, Series 2005-3, (d) in the case of the Trustee, Wachovia
Bank, National Association, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000, Attention: Structured Finance Services, BAFC 2005-3, (e) in the case of
Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:
Residential Mortgage Surveillance Group, (f) in the case of S&P, Standard &
Poor's, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx
Xxxx, XX 00000, Attn: Residential Mortgage Surveillance Manager; and (g) in the
case of Moody's, Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attn: Residential Mortgage Monitoring 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; or, as to each party, at such other address as shall
be designated by such party in a written notice to each other party. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice to a Certificateholder so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.
Section 11.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 11.07 Certificates Nonassessable and Fully Paid. It is the
intention of the Securities Administrator that Certificateholders shall not be
personally liable for obligations of the Trust Estate, that the beneficial
ownership interests represented by the Certificates shall be nonassessable for
any losses or expenses of the Trust Estate or for any reason whatsoever, and
that Certificates upon execution, authentication and delivery thereof by the
Securities Administrator pursuant to Section 6.01 are and shall be deemed fully
paid.
Section 11.08 Access to List of Certificateholders. The Certificate
Registrar will furnish or cause to be furnished to the Trustee and the
Securities Administrator, within 15 days after the receipt of a request by the
Trustee and/or the Securities Administrator in writing, a list, in such form as
the Trustee and/or the Securities Administrator may reasonably require, of the
names and addresses of the Certificateholders as of the most recent Record Date
for payment of distributions to Certificateholders.
If three or more Certificateholders apply in writing to the
Securities Administrator, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication which such applicants propose to transmit, then the Securities
Administrator shall, within five (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.
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 Mortgage Certificates 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 and Mortgage Certificates.
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Securities Administrator and the Trustee have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized to be hereunto
affixed, all as of the day and year first above written.
BANC OF AMERICA FUNDING CORPORATION,
as Depositor
By:
------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
XXXXX FARGO BANK, N.A.,
as a Master Servicer
By:
------------------------------------
Name:
Title:
XXXXX FARGO BANK, N.A.,
as Securities Administrator
By:
------------------------------------
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
By:
------------------------------------
Name:
Title:
STATE OF )
) ss.:
COUNTY )
)
On the __th day of May, 2005, before me, a notary public in and for
the State of ___________, personally appeared _________________, known to me
who, being by me duly sworn, did depose and say that s/he is a _______________
of Xxxxx Fargo Bank, N.A., a national banking association, one of the parties
that executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of such association.
--------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the __th day of May, 2005, before me, a notary public in and for
the State of North Carolina, personally appeared ______________, known to me
who, being by me duly sworn, did depose and say that s/he is a _____________ of
Banc of America Funding Corporation, a Delaware corporation, 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 corporation.
--------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
)
On the __th day of May, 2005, before me, a notary public in and for
the State of North Carolina, personally appeared ______________, known to me
who, being by me duly sworn, did depose and say that s/he is a _____________ of
Wachovia Bank, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that she signed her name
thereto by order of the Board of Directors of such association.
--------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
[Notary Page to the Pooling and Servicing Agreement]
STATE OF )
) ss.:
COUNTY OF )
)
On the __th day of May, 2005, before me, a notary public in and for
the State of ___________, personally appeared ___________________, known to me
who, being by me duly sworn, did depose and say that she is a __________________
of Xxxxx Fargo Bank, N.A., a national banking association, one of the parties
that executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of such association.
--------------------------
Notary Public
[Notarial Seal]
My commission expires ____________.
EXHIBIT A-1-A-1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-1
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $19,723,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X VH 3
ISIN No.: US05946XVH33
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* *
EXHIBIT A-1-A-2
[FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-2
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,547,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X VJ 9
ISIN No.: US05946XVJ98
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* *
EXHIBIT A-1-A-3
[FORM OF FACE OF CLASS 1-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-3
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,703,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X VK 6
ISIN No.: US05946XVK61
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* *
EXHIBIT A-1-A-4
[FORM OF FACE OF CLASS 1-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-4
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,684,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X VL 4
ISIN No.: US05946XVL45
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* *
EXHIBIT A-1-A-5
[FORM OF FACE OF CLASS 1-A-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-5
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,000,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X VM 2
ISIN No.: US05946XVM28
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
current Certificate Balance of this Certificate by the current Class Certificate
Balance of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
and the Mortgage Certificates deposited by Banc of America Funding Corporation
(the "Depositor"). This Certificate represents solely an interest in the
Mortgage Loans. The Trust was created pursuant to a Pooling and Servicing
Agreement, dated May 27, 2005 (the "Pooling and Servicing Agreement"), among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer"),
Wachovia Bank, National Association, as trustee (the "Trustee"), and Xxxxx Fargo
Bank, N.A., as securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* *
EXHIBIT A-1-A-6
[FORM OF FACE OF CLASS 1-A-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-6
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,490,000.00
Pass-Through Rate: Floating
CUSIP No.: 05946X VN 0
ISIN No.: US05946XVN01
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-7
[FORM OF FACE OF CLASS 1-A-7 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-7
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $2,694,000.00
Pass-Through Rate: Inverse Floating Rate
CUSIP No.: 05946X VP 5
ISIN No.: US05946XVP58
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.
* * *
EXHIBIT A-1-A-8
[FORM OF FACE OF CLASS 1-A-8 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-8
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,982,000.00
Pass-Through Rate: 5.250%
CUSIP No.: 05946X VQ 3
ISIN No.: US05946XVQ32
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* *
EXHIBIT A-1-A-9
[FORM OF FACE OF CLASS 1-A-9 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-9
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,018,000.00
Pass-Through Rate: 5.250%
CUSIP No.: 05946X VR 1
ISIN No.: US05946XVR15
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* *
EXHIBIT A-1-A-10
[FORM OF FACE OF CLASS 1-A-10 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-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").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-10
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $7,502,000.00
Pass-Through Rate: 5.250%
CUSIP No.: 05946X VS 9
ISIN No.: US05946XVS97
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* *
EXHIBIT A-1-A-11
[FORM OF FACE OF CLASS 1-A-11 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-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
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-11
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $341,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X VT 7
ISIN No.: US05946XVT70
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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 1-A-11 Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Master Servicer, the Trustee or the
Securities Administrator referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer, the Trustee or the Securities Administrator
referred to below 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.
* * *
EXHIBIT A-1-A-12
[FORM OF FACE OF CLASS 1-A-12 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-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").
REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-12
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $2,242,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X VU 4
ISIN No.: US05946XVU44
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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 1-A-12 Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Master Servicer, the Trustee or the
Securities Administrator referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer, the Trustee or the Securities Administrator
referred to below 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.
* * *
EXHIBIT A-1-A-13
[FORM OF FACE OF CLASS 1-A-13 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-13
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $12,149,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X VV 2
ISIN No.: US05946XVV27
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-14
[FORM OF FACE OF CLASS 1-A-14 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-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.
AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF ANY
REALIZED LOSSES ALLOCATED TO THE CLASS 1-A-13 CERTIFICATES WILL BE BORNE BY THE
CLASS 1-A-14 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-14
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $851,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X VW 0
ISIN No.: US05946XVW00
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-15
[FORM OF FACE OF CLASS 1-A-15 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-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
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-15
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50,328,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X VX 8
ISIN No.: US05946XVX82
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-16
[FORM OF FACE OF CLASS 1-A-16 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-16
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-16
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $25,000,000.00
Pass-Through Rate: 5.250%
CUSIP No.: 05946X VY 6
ISIN No.: US05946XVY65
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-17
[FORM OF FACE OF CLASS 1-A-17 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-17
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-17
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,125,000.00
Pass-Through Rate: 7.500%
CUSIP No.: 05946X VZ 3
ISIN No.: US05946XVZ31
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-18
[FORM OF FACE OF CLASS 1-A-18 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-18
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-18
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $10,000,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WA 7
ISIN No.: US05946XWA70
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-19
[FORM OF FACE OF CLASS 1-A-19 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-19
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-19
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $5,000,000.00
Pass-Through Rate: 5.750%
CUSIP No.: 05946X WB 5
ISIN No.: US05946XWB53
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-20
[FORM OF FACE OF CLASS 1-A-20 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-20
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-20
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,609,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WC 3
ISIN No.: US05946XWC37
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-21
[FORM OF FACE OF CLASS 1-A-21 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-21
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-21
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $33,990,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WD 1
ISIN No.: US05946XWD10
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-22
[FORM OF FACE OF CLASS 1-A-22 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-22
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-22
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $24,662,000.00
Pass-Through Rate: 5.000%
CUSIP No.: 05946X WE 9
ISIN No.: US05946XWE92
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-23
[FORM OF FACE OF CLASS 1-A-23 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-23
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-23
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $19,528,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WF 6
ISIN No.: US05946XWF67
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-24
[FORM OF FACE OF CLASS 1-A-24 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-24
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-24
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $982,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WG 4
ISIN No.: US05946XWG41
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-25
[FORM OF FACE OF CLASS 1-A-25 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-25
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-25
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $6,780,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WH 2
ISIN No.: US05946XWH24
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-R
[FORM OF FACE OF CLASS 1-A-R CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-R
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
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 CLASS 1-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
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 two groups of assets. The first group of assets consists of
mortgage loans (the "Mortgage Loans") secured by first liens on one- to
four-family residential properties and the second group of assets consists of
previously issued mortgage-backed certificates (the "Mortgage Certificates"), in
each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WJ 8
ISIN No.: US05946XWJ89
THIS CERTIFIES THAT __________ is the registered owner of 100%
Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
and the Mortgage Certificates deposited by Banc of America Funding Corporation
(the "Depositor"). This Certificate represents solely an interest in the
Mortgage Loans. The Trust was created pursuant to a Pooling and Servicing
Agreement, dated May 27, 2005 (the "Pooling and Servicing Agreement"), among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer"),
Wachovia Bank, National Association, as trustee (the "Trustee"), and Xxxxx Fargo
Bank, N.A., as securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Each Person who has or who acquires this Class 1-A-R Certificate shall
be deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Securities Administrator of any change
or impending change in its status as a Permitted Transferee; (ii) no Person
shall acquire an ownership interest in this Class 1-A-R Certificate unless such
ownership interest is a pro rata undivided interest; (iii) in connection with
any proposed transfer of this Class 1-A-R Certificate, the Securities
Administrator shall require delivery to it, in form and substance satisfactory
to it, of an affidavit in the form of Exhibit I to the Pooling and Servicing
Agreement; (iv) notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the Securities
Administrator has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in this Residual
Certificate to such proposed transferee shall be effected; (v) this Residual
Certificate may not be purchased by or transferred to any Person that is not a
U.S. Person, unless (A) such Person holds this 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 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 Residual
Certificate will not be disregarded for federal income tax purposes; (vi) any
attempted or purported transfer of this Class 1-A-R Certificate in violation of
the provisions of such restrictions shall be absolutely null and void and shall
vest no rights in the purported transferee; and (vii) if any Person other than a
Permitted Transferee acquires the Class 1-A-R Certificate in violation of such
restrictions, then the Securities Administrator, based on information provided
to the Securities Administrator by the Master Servicer, will provide to the
Internal Revenue Service, and to the Persons specified in Section 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under Section
860E(e) of the Code on transfers of residual interests to disqualified
organizations.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-1-A-LR
[FORM OF FACE OF CLASS 1-A-LR CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-LR
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
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 CLASS 1-A-LR CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 1-A-LR
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 two groups of assets. The first group of assets consists of
mortgage loans (the "Mortgage Loans") secured by first liens on one- to
four-family residential properties and the second group of assets consists of
previously issued mortgage-backed certificates (the "Mortgage Certificates"), in
each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WK 5
ISIN No.: US05946XWK52
THIS CERTIFIES THAT __________ is the registered owner of 100%
Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust consisting primarily of the Mortgage Loans
and the Mortgage Certificates deposited by Banc of America Funding Corporation
(the "Depositor"). This Certificate represents solely an interest in the
Mortgage Loans. The Trust was created pursuant to a Pooling and Servicing
Agreement, dated May 27, 2005 (the "Pooling and Servicing Agreement"), among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer"),
Wachovia Bank, National Association, as trustee (the "Trustee"), and Xxxxx Fargo
Bank, N.A., as securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Each Person who has or who acquires this Class 1-A-LR 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-LR Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-LR 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-LR Certificate unless such
ownership interest is a pro rata undivided interest; (iii) in connection with
any proposed transfer of this Class 1-A-LR Certificate, the Securities
Administrator shall require delivery to it, in form and substance satisfactory
to it, of an affidavit in the form of Exhibit I to the Pooling and Servicing
Agreement; (iv) notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the Securities
Administrator has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in this Residual
Certificate to such proposed transferee shall be effected; (v) this Residual
Certificate may not be purchased by or transferred to any Person that is not a
U.S. Person, unless (A) such Person holds this 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 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 Residual
Certificate will not be disregarded for federal income tax purposes; (vi) any
attempted or purported transfer of this Class 1-A-LR 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-LR Certificate in violation of such
restrictions, then the Securities Administrator, based on information provided
to the Securities Administrator by the Master Servicer, will provide to the
Internal Revenue Service, and to the Persons specified in Section 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under Section
860E(e) of the Code on transfers of residual interests to disqualified
organizations.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-30-IO
[FORM OF FACE OF CLASS 30-IO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 30-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. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 30-IO
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $4,837,161.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WL 3
ISIN No.: US05946XWL36
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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 30-IO Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Master Servicer, the Trustee or the
Securities Administrator or any of their respective affiliates. None of this
Certificate, the Mortgage Loans, the Mortgage Certificates or the Underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-30-PO
[FORM OF FACE OF CLASS 30-PO CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 30-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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 30-PO
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,290,510.00
CUSIP No.: 05946X WM 1
ISIN No.: US05946XWM19
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
This Class 30-PO Certificate represents the right to receive principal
only.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-2-A-1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-1
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $14,833,000.00
Pass-Through Rate: 4.500%
CUSIP No.: 05946X WN 9
ISIN No.: US05946XWN91
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Certificates. The
Trust was created pursuant to a Pooling and Servicing Agreement, dated May 27,
2005 (the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo
Bank, N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator referred to below or any of their
respective affiliates. None of this Certificate, the Mortgage Loans nor the
Mortgage Certificates 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.
* * *
EXHIBIT A-2-A-2
[FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-2
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $3,399,500.00
Pass-Through Rate: 4.500%
CUSIP No.: 05946X WP 4
ISIN No.: US05946XWP40
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Certificates. The
Trust was created pursuant to a Pooling and Servicing Agreement, dated May 27,
2005 (the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo
Bank, N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-2-A-3
[FORM OF FACE OF CLASS 2-A-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-3
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $33,580,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WQ 2
ISIN No.: US05946XWQ23
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Certificates. The
Trust was created pursuant to a Pooling and Servicing Agreement, dated May 27,
2005 (the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo
Bank, N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-2-A-4
[FORM OF FACE OF CLASS 2-A-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-4
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-4
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $21,117,500.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WR 0
ISIN No.: US05946XWR06
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Certificates. The
Trust was created pursuant to a Pooling and Servicing Agreement, dated May 27,
2005 (the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo
Bank, N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT A-2-A-5
[FORM OF FACE OF CLASS 2-A-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-5
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $63,653,730.00
Pass-Through Rate: Floating
CUSIP No.: 05946X WS 8
ISIN No.: US05946XWS88
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Certificates. The
Trust was created pursuant to a Pooling and Servicing Agreement, dated May 27,
2005 (the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo
Bank, N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined 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.
* * *
EXHIBIT A-2-A-6
[FORM OF FACE OF CLASS 2-A-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-6
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $25,643,170.00
Pass-Through Rate: Inverse Floating Rate
CUSIP No.: 05946X WT 6
ISIN No.: US05946XWT61
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Certificates. The
Trust was created pursuant to a Pooling and Servicing Agreement, dated May 27,
2005 (the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo
Bank, N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined 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.
* * *
EXHIBIT A-2-A-7
[FORM OF FACE OF CLASS 2-A-7 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
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.
THE PRINCIPAL PORTION OF ANY REALIZED LOSSES ALLOCATED TO THE CLASS 2-A-6
CERTIFICATES WILL BE BORNE BY THE CLASS 2-A-7 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-7
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,637,000.00
Pass-Through Rate: Inverse Floating Rate
CUSIP No.: 05946X WU 3
ISIN No.: US05946XWU35
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Certificates. The
Trust was created pursuant to a Pooling and Servicing Agreement, dated May 27,
2005 (the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo
Bank, N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined 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.
* * *
EXHIBIT A-2-A-8
[FORM OF FACE OF CLASS 2-A-8 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
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 NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 2-A-8
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Notional
Amount of this
Certificate
("Denomination"): $
Initial Notional
Amount of this Class: $1,726,417.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WV 1
ISIN No.: US05946XWV18
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Certificates. The
Trust was created pursuant to a Pooling and Servicing Agreement, dated May 27,
2005 (the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo
Bank, N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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-8 Certificate is not entitled to any distributions with
respect to principal.
This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Master Servicer, the Trustee or the
Securities Administrator referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Master Servicer, the Trustee or the Securities Administrator
referred to below 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.
* * *
EXHIBIT A-A-1/2
[FORM OF FACE OF CLASS A-1/2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class A-1/2
[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, 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.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class A-1/2
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $50,100.00
Pass-Through Rate: Variable
CUSIP No.: 05946X WW 9
ISIN No.: US05946XWW90
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents an interest in the Mortgage Certificates and in the
Mortgage Loans. The Trust was created pursuant to a Pooling and Servicing
Agreement, dated May 27, 2005 (the "Pooling and Servicing Agreement"), among the
Depositor, Xxxxx Fargo Bank, N.A., as master servicer (the "Master Servicer"),
Wachovia Bank, National Association, as trustee (the "Trustee"), and Xxxxx Fargo
Bank, N.A., as securities administrator (the "Securities Administrator"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Pooling and
Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
For the purposes of determining distributions of interest and
distributions of principal in reduction of Class Certificate Balance, the Class
A-1/2 Certificates will be deemed to consist of two components (each, a
"Component" and individually, the "Class 1-A-1/2 Component" and the "Class
2-A-1/2 Component"). The amount of interest which accrues on the Class A-1/2
Certificates in any month will equal the sum of the interest which accrues on
the Components. The Components are not severable.
The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.
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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT B-B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class B-1
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1 SENIOR
CERTIFICATES AND CLASS 1-A-1/2 COMPONENT AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class B-1
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $4,726,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WX 7
ISIN No.: US05946XWX73
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT B-B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class B-2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1 SENIOR
CERTIFICATES AND CLASS 1-A-1/2 COMPONENT AND THE CLASS B-1 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class B-2
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $1,533,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WY 5
ISIN No.: US05946XWY56
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT B-B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class B-3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1 SENIOR
CERTIFICATES AND CLASS 1-A-1/2 COMPONENT AND THE CLASS B-1 AND CLASS B-2
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class B-3
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $767,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X WZ 2
ISIN No.: US05946XWZ22
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT B-B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class B-4
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1 SENIOR
CERTIFICATES AND CLASS 1-A-1/2 COMPONENT AND THE CLASS B-1, CLASS B-2 AND CLASS
B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL
ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF
SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE
ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60)
AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE SECURITIES ADMINISTRATOR
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class B-4
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $766,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X XA 6
ISIN No.: US05946XXA61
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
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 Sellers, their affiliates or both. The
Holder of a Private Certificate desiring to effect such transfer shall, and does
hereby agree to, indemnify the Securities Administrator and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT B-B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class 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 GROUP 1 SENIOR
CERTIFICATES AND CLASS 1-A-1/2 COMPONENT AND THE CLASS B-1, CLASS B-2, CLASS B-3
AND CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL
ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF
SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE
ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60)
AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE SECURITIES ADMINISTRATOR
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class B-5
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $639,000.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X XB 4
ISIN No.: US05946XXB45
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
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 Sellers, their affiliates or both. The
Holder of a Private Certificate desiring to effect such transfer shall, and does
hereby agree to, indemnify the Securities Administrator and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT B-B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class B-6
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP 1 SENIOR
CERTIFICATES AND CLASS 1-A-1/2 COMPONENT AND THE CLASS B-1, CLASS B-2, CLASS
B-3, CLASS B-4 AND CLASS B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL
ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF
SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE
ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH
GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60)
AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL
ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE SECURITIES ADMINISTRATOR
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates, Series 2005-3
Class B-6
evidencing an interest in a Trust consisting primarily of two groups of assets.
The first group of assets consists of mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties and the
second group of assets consists of previously issued mortgage-backed
certificates (the "Mortgage Certificates"), in each case deposited by
Banc of America Funding Corporation, as Depositor
Certificate No.:
Cut-Off Date: May 1, 2005
First Distribution Date: June 27, 2005
Initial Certificate
Balance of this
Certificate
("Denomination"): $
Initial Class Certificate
Balance of this Class: $383,403.00
Pass-Through Rate: 5.500%
CUSIP No.: 05946X XC 2
ISIN No.: US05946XXC28
THIS CERTIFIES THAT __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this Certificate by the Initial Class Certificate Balance of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans and the Mortgage
Certificates deposited by Banc of America Funding Corporation (the "Depositor").
This Certificate represents solely an interest in the Mortgage Loans. The Trust
was created pursuant to a Pooling and Servicing Agreement, dated May 27, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Xxxxx Fargo Bank,
N.A., as master servicer (the "Master Servicer"), Wachovia Bank, National
Association, as trustee (the "Trustee"), and Xxxxx Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"). 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
Trustee or the Securities Administrator or any of their respective affiliates.
None of this Certificate, the Mortgage Loans, the Mortgage Certificates or the
Underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or any other entity.
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 Sellers, their affiliates or both. The
Holder of a Private Certificate desiring to effect such transfer shall, and does
hereby agree to, indemnify the Securities Administrator and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Securities Administrator.
* * *
EXHIBIT C
[FORM OF REVERSE OF ALL CERTIFICATES]
BANC OF AMERICA FUNDING CORPORATION
Mortgage Pass-Through Certificates
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. The Record Date applicable to each Distribution Date is the
last Business Day of the month next preceding the month of such Distribution
Date.
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
Section 5.02 and Section 5.03 of the Pooling and Servicing Agreement, as
applicable. The final distribution on each Certificate will be made in like
manner, but only upon presentation and surrender of such Certificate to the
Securities Administrator as contemplated by Section 10.01 of the Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Securities Administrator and the rights of the
Certificateholders under the Pooling and Servicing Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Securities Administrator
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. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, the Master Servicer, the Certificate Registrar, the
Securities Administrator and the Trustee and any agent of the Depositor, the
Master Servicer, the Certificate Registrar, the Securities Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Certificate Registrar, the Securities Administrator, the Trustee or any such
agent shall be affected by any notice to the contrary.
As set forth in Section 10.01 of the Pooling and Servicing Agreement,
the Master Servicer will have the right to purchase the Mortgage Loans of the
Trust once the aggregate Stated Principal Balance of the Mortgage Loans is less
than 1% of the Cut-off Date Principal Balance of the Mortgage Loans. In the
event that no such optional repurchase occurs, the obligations and
responsibilities created by the Pooling and Servicing Agreement with respect to
the Mortgage Loans 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. There will be no optional
repurchase with respect to the Mortgage Certificates. In no event shall the
Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St.
Xxxxx, living on the date thereof.
Any term used herein that is defined in the Pooling and Servicing
Agreement shall have the meaning assigned in the Pooling and Servicing
Agreement, and nothing herein shall be deemed inconsistent with that meaning.
IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.
Dated:
XXXXX FARGO BANK, N.A.,
as Securities Administrator
By
------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the Pooling and
Servicing Agreement referenced herein.
XXXXX FARGO BANK, N.A.,
as Securities Administrator
By
------------------------------------
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.
I (We) further direct the Securities Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
-------------------------------------
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
____________________________________________________ for the account of
___________________, account number _________________________, or, if mailed by
check, to Applicable statements should be mailed to ___________________
This information is provided by _____________________________, the
assignee named above, or , as its agent
EXHIBIT D-1
GROUP 1 MORTGAGE LOAN SCHEDULE
Intentionally Omitted.
EXHIBIT D-2
MORTGAGE CERTIFICATE SCHEDULE
1. Banc of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates Series 2004-11, Class 1-A-13 Certificates.
2. Banc of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates Series 2005-1, Class 1-A-22 Certificates.
3. Banc of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates Series 2005-2, Class 1-A-7 Certificates.
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
[date]
To: Wachovia Bank, National Association
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attn: Inventory Control
Re: The Pooling and Servicing Agreement dated May 27, 2005, among
Banc of America Funding Corporation, as Depositor, Xxxxx Fargo
Bank, N.A., as Master Servicer, Xxxxx Fargo Bank, N.A., as
Securities Administrator, and Wachovia Bank, National
Association, as Trustee
In connection with the administration of the Mortgage Loans held by
you, as Custodian, pursuant to the above-captioned Pooling and Servicing
Agreement, we request the release, and hereby acknowledge receipt, of the
Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one)
1. Mortgage Paid in Full
----
2. Foreclosure
----
3. Substitution
----
4. Other Liquidation
----
5. Nonliquidation Reason:
---- ---------------------
By:
----------------------------------
(authorized signer of Banc of
America Funding Corporation)
Issuer:
-------------------------------
Address:
------------------------------
Date:
---------------------------------
Custodian
Wachovia Bank, National Association
Please acknowledge the execution of the above request by your signature and date
below:
---------------------------------- ---------------
Signature Date
Documents returned to Custodian:
----------------------------------- ----------------
Custodian Date
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
[_______________] hereby certifies that it has established a
[__________] Account pursuant to Section [________] of the Pooling and Servicing
Agreement, dated May 27, 2005, among Banc of America Funding Corporation, as
Depositor, Xxxxx Fargo Bank, N.A., as Master Servicer, Xxxxx Fargo Bank, N.A.,
as Securities Administrator, and Wachovia Bank, National Association, as
Trustee.
[ ],
---------------
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
EXHIBIT G-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Corporate Trust Services - BAFC 2005-3
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-3, Class ___, having an initial
aggregate Certificate Balance as of May 27, 2005 of
$___________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated May 27, 2005, among Banc of America Funding Corporation, as
Depositor, Xxxxx Fargo Bank, N.A., as Master Servicer, Xxxxx Fargo Bank, N.A.,
as Securities Administrator, and Wachovia Bank, National Association, as
Trustee. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Securities
Administrator, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free
from any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has
(a) offered, transferred, pledged, sold or otherwise disposed of any
Transferred Certificate, any interest in a Transferred Certificate or
any other similar security to any person in any manner, (b) solicited
any offer to buy or accept a transfer, pledge or other disposition of
any Transferred Certificate, any interest in a Transferred Certificate
or any other similar security from any person in any manner, (c)
otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest
in a Transferred Certificate or any other similar security by means of
general advertising or in any other manner, or (e) taken any other
action with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security, which (in the
case of any of the acts described in clauses (a) through (e) hereof)
would constitute a distribution of the Transferred Certificates under
the Securities Act of 1933, as amended (the "1933 Act"), would render
the disposition of the Transferred Certificates a violation of Section
5 of the 1933 Act or any state securities laws, or would require
registration or qualification of the Transferred Certificates pursuant
to the 1933 Act or any state securities laws.
Very truly yours,
-----------------------------------
(Transferor)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
EXHIBIT G-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Sixth and Marquette
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Corporate Trust Services - BAFC 2005-3
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-3, Class ___, having an initial
aggregate Certificate Balance as of May 27, 2005 of
$_________]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated May 27, 2005, among Banc of America Funding
Corporation, as Depositor, Xxxxx Fargo Bank, N.A., as Master Servicer, Xxxxx
Fargo Bank, N.A., as Securities Administrator, and Wachovia Bank, National
Association, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Securities Administrator, that:
1. The Transferee is a "qualified institutional buyer" (a
"Qualified Institutional Buyer") as that term is defined in Rule 144A
("Rule 144A") under the Securities Act of 1933, as amended (the "1933
Act"), and has completed one of the forms of certification to that
effect attached hereto as Annex 1 and Annex 2. The Transferee is aware
that the sale to it is being made in reliance on Rule 144A. The
Transferee is acquiring the Transferred Certificates for its own
account or for the account of another Qualified Institutional Buyer,
and understands that such Transferred Certificates may be resold,
pledged or transferred only (a) to a person reasonably believed to be a
Qualified Institutional Buyer that purchases for its own account or for
the account of another Qualified Institutional Buyer to whom notice is
given that the resale, pledge or transfer is being made in reliance on
Rule 144A, or (b) pursuant to another exemption from registration under
the 1933 Act.
2. The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Transferred Certificates and
distributions thereon, (c) the nature, performance and servicing of the
Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust
created pursuant thereto, (e) any credit enhancement mechanism
associated with the Transferred Certificate, and (f) all related
matters, that it has requested.
3. If the Transferee proposes that the Transferred
Certificates be registered in the name of a nominee, such nominee has
completed the Nominee Acknowledgment below.
Very truly yours,
-----------------------------------
(Transferor)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.
-----------------------------------
(Nominee)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
ANNEX 1 TO EXHIBIT G-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [__________________]
(the "Transferor") Xxxxx Fargo Bank, N.A., as Securities Administrator with
respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee certificate to which this
certification relates and to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
___ Corporation, etc. The Transferee is a corporation (other than
a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking
institution organized under the laws of any state, U.S.
territory or the District of Columbia, the business of which
is substantially confined to banking and is supervised by the
state or territorial banking commission or similar official or
is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in
its latest annual financial statements, a copy of which is
attached hereto, as of a date not more than 16 months
preceding the date of sale of the Transferred Certificates in
the case of a U.S. bank, and not more than 18 months preceding
such date of sale in the case of a foreign bank or equivalent
institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is
supervised and examined by a state or federal authority having
supervision over any such institutions, or is a foreign
savings and loan association or equivalent institute and (b)
has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements, a copy
of which is attached hereto, as of a date not more than 16
months preceding the date of sale of the Transferred
Certificates in the case of a U.S. savings and loan
association, and not more than 18 months preceding such date
of sale in the case of a foreign savings and loan association
or equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934, as
amended.
___ Insurance Company. The Transferee is an insurance company
whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by
insurance companies and which is subject to supervision by the
insurance commissioner or a similar official or agency of a
state, U.S. territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any
agency or instrumentality of the state or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under
subsection (a)(1) of Rule 144A pursuant to which it qualifies.
Note that registered investment companies should complete
Annex 2 rather than this Annex 1.)
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee, (ii) securities that are
part of an unsold allotment to or subscription by the Transferee, if the
Transferee is a dealer, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
-----------------------------------
Print Name of Transferee
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
Date:
------------------------------
--------
(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.
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).
4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
____ ____ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
--------------------------------------
Print Name of Transferee or Adviser
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
IF AN ADVISER:
--------------------------------------
Print Name of Transferee
By:
-----------------------------------
Date:
---------------------------------
EXHIBIT G-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF PRIVATE CERTIFICATES
[Date]
Xxxxx Fargo Bank, N.A.
Sixth and Marquette
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Corporate Trust Services - BAFC 2005-3
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-3, Class ___, having an initial
aggregate Certificate Principal Balance as of May 27, 2005 of
$_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to [___________________________]
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated May 27, 2005, among Banc of
America Funding Corporation, as Depositor, Xxxxx Fargo Bank, N.A., as Master
Servicer, Xxxxx Fargo Bank, N.A., as Securities Administrator, and Wachovia
Bank, National Association, as Trustee. All capitalized terms used herein and
not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Securities Administrator, that:
1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.
2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the 1933 Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Securities Administrator is obligated so to register or qualify the
Transferred Certificates and (c) neither the Transferred Certificates nor any
security issued in exchange therefor or in lieu thereof may be resold or
transferred unless such resale or transfer is exempt from the registration
requirements of the 1933 Act and any applicable state securities laws or is made
in accordance with the 1933 Act and laws, in which case (i) unless the transfer
is made in reliance on Rule 144A under the 1933 Act, the Securities
Administrator or the Depositor may require a written Opinion of Counsel (which
may be in-house counsel) acceptable to and in form and substance reasonably
satisfactory to the Securities Administrator and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Securities Administrator or the Depositor and (ii) the
Securities Administrator shall require a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached to the
Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such
Certificateholder's prospective transferee substantially in the form attached to
the Pooling and Servicing Agreement either as Exhibit G-2A or as Exhibit G-2B,
which certificates shall not be an expense of the Securities Administrator or
the Depositor; provided that the foregoing requirements under clauses (i) and
(ii) shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both.
3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS
CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE
MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERENCED HEREIN.
UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS"
WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS
CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE
SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM
AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING
THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT
IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO BENEFIT
PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S
RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF
SUCH BENEFIT PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED BY THE SAME
EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE
95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF
ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF
ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT
ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN
FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, THE
SERVICERS AND THE MASTER SERVICER, TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT
SUBJECT THE DEPOSITOR, THE SERVICERS, THE MASTER SERVICER OR THE
SECURITIES ADMINISTRATOR TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO
HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER
REFERRED TO IN THE PRECEDING SENTENCE UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED
TO IN THE PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR AND THE
MASTER SERVICER. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER
RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.
4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the 1933 Act, would render the disposition of the
Transferred Certificates a violation of Section 5 of the 1933 Act or any state
securities law or would require registration or qualification of the Transferred
Certificates pursuant thereto. The Transferee will not act, nor has it
authorized nor will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to the Transferred Certificates, any
interest in the Transferred Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
--------------------------------------
(Nominee)
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Date:
---------------------------------
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.
--------------------------------------
(Nominee)
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER
FOR BENEFIT PLAN-RESTRICTED CERTIFICATES
Xxxxx Fargo Bank, N.A.
Sixth and Marquette
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Corporate Trust Services - BAFC 2005-3
Re: Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2005-3, Class ___, having an initial
aggregate Certificate Principal Balance as of May 27, 2005 of
$_________
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
May 27, 2005, among Banc of America Funding Corporation, as Depositor, Xxxxx
Fargo Bank, N.A., as Master Servicer, Xxxxx Fargo Bank, N.A., as Securities
Administrator, and Wachovia Bank, National Association, as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as
Securities Administrator, either that:
(a) it is not, and is not acting on behalf of, an employee benefit plan
or arrangement, including an individual retirement account, subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the
Internal Revenue Code of 1986, as amended (the "Code"), or any federal, state or
local law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or
(b) it is an insurance company and the source of funds used to purchase
the Transferred Certificates is an "insurance company general account" (as
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to
which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and all Plans that
have an interest in such general account are Plans to which PTE 95-60 applies.
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
Very truly yours,
--------------------------------------
(Transferee)
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Date:
---------------------------------
EXHIBIT I
FORM OF AFFIDAVIT REGARDING TRANSFER OF RESIDUAL CERTIFICATE
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2005-3
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][1-A-LR]
Certificate (the "Residual Certificate") issued pursuant to the Pooling and
Servicing Agreement, dated May 27, 2005, (the "Agreement"), relating to the
above-referenced Series, by and among Banc of America Funding Corporation, as
depositor (the "Depositor"), Xxxxx Fargo Bank, N.A., as Master Servicer, Xxxxx
Fargo Bank, N.A., as Securities Administrator, and Wachovia Bank, National
Association, as Trustee. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the
date of the transfer, a Permitted Transferee. The Transferee is acquiring the
Residual Certificate either (i) for its own account or (ii) as nominee, trustee
or agent for another Person who is a Permitted Transferee and has attached
hereto an affidavit from such Person in substantially the same form as this
affidavit. The Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Residual Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record Holder of an interest in such entity. The
Transferee understands that, other than in the case of an "electing large
partnership" under Section 775 of the Code, such tax will not be imposed for any
period with respect to which the record Holder furnishes to the pass-through
entity an affidavit that such record Holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives and, except as may be provided in
Treasury Regulations, persons holding interests in pass-through entities as a
nominee for another Person.)
5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Residual Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 6.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the transfer
to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Residual Certificate, and in connection with any transfer by a Person for whom
the Transferee is acting as nominee, trustee or agent, and the Transferee will
not transfer the Residual Certificate or cause the Residual Certificate to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee.
7. The Transferee historically has paid its debts as they have become
due.
8. The Transferee does not have the intention to impede the assessment
or collection of any tax legally required to be paid with respect to the
Residual Certificate.
9. The taxpayer identification number of the Transferee's nominee is
___________.
10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
12. The Transferee will not cause income from the Residual Certificate
to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Transferee or any other
person.
13. If the Transferee is purchasing the Residual Certificate in a
transfer intended to meet the safe harbor provisions of Treasury Regulations
Sections 1.860E-1(c), the Transferee has executed and attached Attachment A
hereto.
14. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.
* * *
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.
--------------------------------------
Print Name of Transferee
By:
-----------------------------------
Name:
Title:
Personally appeared before me the above-named
______________________________, known or proved to me to be the same person who
executed the foregoing instrument and to be the _______________________ of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.
Subscribed and sworn before me this _____ day of ________________, ____
NOTARY PUBLIC
--------------------------------------
My Commission expires the ____ day of
______________, ____
ATTACHMENT A
to
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND FOR NON-ERISA INVESTORS
Check the appropriate box:
o 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
o The transfer of the Residual Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Transferee is an "eligible corporation," as defined in
U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
which income from Residual Certificate will only be taxed in
the United States;
(ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of the
transfer, the Transferee had gross assets for financial
reporting purposes (excluding any obligation of a person
related to the Transferee within the meaning of U.S. Treasury
Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Residual Certificate only to
another "eligible corporation," as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that
satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
Regulations;
(iv) the Transferee has determined the consideration paid to it to
acquire the Residual Certificate based on reasonable market
assumptions (including, but not limited to, borrowing and
investment rates, prepayment and loss assumptions, expense and
reinvestment assumptions, tax rates and other factors specific
to the Transferee) that it has determined in good faith; and
(v) in the event of any transfer of the Residual Certificate by
the Transferee, the Transferee will require its transferee to
complete a representation in the form of this Attachment A as
a condition of such transferee's purchase of the Residual
Certificate.
EXHIBIT J
[Reserved]
EXHIBIT K-1
FORM OF INITIAL MORTGAGE LOAN CERTIFICATION OF THE TRUSTEE
May 27, 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 2005-3
Re: The Pooling and Servicing Agreement, dated March 30, 2005 (the
"Pooling and Servicing Agreement"), among the Depositor, Xxxxx
Fargo Bank, N.A., as securities administrator and as master
servicer and Wachovia Bank, National Association, as trustee.
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the
above-referenced Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), the undersigned, as Trustee, hereby certifies that, except as
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 has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this Initial Certification.
The Trustee makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
WACHOVIA BANK,
NATIONAL ASSOCIATION,
as Trustee
By:
Name:
Title:
EXHIBIT K-2
FORM OF INITIAL CERTIFICATES CERTIFICATION
OF THE SECURITIES ADMINISTRATOR
May 27, 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 2005-3
Re: The Pooling and Servicing Agreement, dated May 27, 2005 (the
"Pooling and Servicing Agreement"), among the Depositor, Xxxxx
Fargo Bank, N.A., as securities administrator and as master
servicer and Wachovia Bank, National Association, as trustee.
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the
above-referenced Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), the undersigned, as Securities Administrator, hereby certifies that
the records of the Depository Trust Company have been changed to reflect the
Securities Administrator as beneficial owner of the Mortgage Certificates listed
on the Mortgage Certificate Schedule.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
WACHOVIA BANK,
NATIONAL ASSOCIATION,
as Trustee
By:
Name:
Title:
EXHIBIT L
FORM OF FINAL CERTIFICATION OF THE TRUSTEE
[__________ __, _____]
Banc of America Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services - BAFC 2005-3
Re: The Pooling and Servicing Agreement, dated May 27, 2005, among
Banc of America Funding Corporation, as Depositor, Xxxxx Fargo
Bank, N.A., as Master Servicer, Xxxxx Fargo Bank, N.A., as
Securities Administrator, and Wachovia Bank, National
Association, as Trustee
Ladies and Gentlemen:
In accordance with the provisions of Section 2.02 of the
above-referenced Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), the undersigned, as Trustee, hereby certifies that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified
in any list of exceptions attached hereto, such Mortgage File contains all of
the items required to be delivered pursuant to Section 2.01(b) of the Pooling
and Servicing Agreement.
The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this Final Certification. The
Trustee makes no representations as to: (i) the validity, legality, sufficiency,
enforceability, recordability or genuineness of any of the documents contained
in each Mortgage File or any of the Mortgage Loans identified in the Mortgage
Loan Schedule or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
WACHOVIA BANK,
NATIONAL ASSOCIATION,
as Trustee
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
EXHIBIT M
Form of Xxxxxxxx-Xxxxx Certification
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2005-3
I, [________], a [____________] of Banc of America Funding Corporation,
certify that:
1. I have reviewed the annual report on Form 10-K, and all Monthly Form
8-K's containing Distribution Date Statements filed in respect of
periods included in the year covered by this annual report, of the Banc
of America Funding 2005-3 Trust (the "Trust");
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading as of the last day of the period covered by this annual
report;
3. Based on my knowledge, the distribution or servicing information
required to be provided by (i) each Servicer to the Master Servicer
under the applicable Servicing Agreement (as defined in the Pooling
Agreement) and (ii) the Master Servicer to the Securities Administrator
under the Pooling and Servicing Agreement, dated May 27, 2005, (the
"Pooling Agreement") among Banc of America Funding Corporation, as
depositor, Xxxxx Fargo Bank, N.A., as master servicer, Xxxxx Fargo
Bank, N.A., as securities administrator, and Wachovia Bank, National
Association, as trustee, for inclusion in these reports is included in
these reports;
4. Based on my knowledge and upon the annual compliance statements
included in the report and required to be delivered by (i) by the
Master Servicer to the Securities Administrator in accordance with the
terms of the Pooling Agreement and (ii) each Servicer to the Securities
Administrator in accordance with the terms of the applicable Servicing
Agreement, and except as disclosed in the reports, the Master Servicer
has fulfilled its obligations under the Pooling Agreement and each
Servicer has fulfilled its obligations under the applicable Servicing
Agreement and;
5. The reports disclose all significant deficiencies relating to the
Master Servicer's and each Servicer's compliance with the minimum
servicing standards based in each case upon a report provided by an
independent public accountant after conducting a review in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or
similar procedure as set forth in the Pooling Agreement or applicable
Servicing Agreement, as the case may be, that is included in these
reports; and
6. In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: Bank
of America, N.A., Xxxxx Fargo Bank, N.A, National City Mortgage Co.,
SunTrust Mortgage, Inc., JPMorgan Chase Bank, N.A., Residential Funding
Corporation and Washington Mutual Bank.
BANC OF AMERICA FUNDING CORPORATION,
By:
-----------------------------------
Name:
Title:
EXHIBIT N-1
Form of Securities Administrator's Certification
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2005-3
The Securities Administrator hereby certifies to the Master Servicer
and its officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that: 1. I have reviewed the annual
report on Form 10-K for the calendar year [___] and the Monthly Form 8-K's
containing the Distribution Date Statements filed in respect of periods
included in the year covered by such annual report;
2. Based on my knowledge, the distribution information in the Distribution
Date Statements contained in the Monthly Form 8-K's included in the
year covered by the annual report on Form 10-K for the calendar year
[___], taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading as of the last day of the period
covered by that annual report; and
3. Based on my knowledge, the distribution or servicing information
required to be provided by the Securities Administrator under the
Pooling and Servicing Agreement, dated May 27, 2005, among Banc of
America Funding Corporation, as depositor, Xxxxx Fargo Bank, N.A., as
master servicer, Xxxxx Fargo Bank, N.A., as securities administrator,
and Wachovia Bank, National Association, as trustee, for inclusion in
these reports is included in these reports.
XXXXX FARGO BANK, N.A.
as Securities Administrator
By:
-----------------------------------
Name:
Title:
EXHIBIT N-2
Form of Master Servicer's Certification
Banc of America Funding Corporation
Mortgage Pass-Through Certificates,
Series 2005-3
I, [________], a [_____________] of Xxxxx Fargo Bank, N.A. (the "Master
Servicer"), certify that:
1. I have reviewed the annual report on Form 10-K, and all Monthly Form
8-K's containing Distribution Date Statements filed in respect of
periods included in the year covered by this annual report, of the Banc
of America Funding 2005-3 Trust (the "Trust");
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading as of the last day of the period covered by this annual
report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the Securities Administrator by the Master
Servicer under the Pooling and Servicing Agreement, dated May 27, 2005,
among Banc of America Funding Corporation, as depositor, Xxxxx Fargo
Bank, N.A., as master servicer, Xxxxx Fargo Bank, N.A., as securities
administrator, and Wachovia Bank, National Association, as trustee, for
inclusion in these reports is included in these reports; and
4. I am responsible for reviewing the activities performed by the Master
Servicer under the Agreement and based upon my knowledge and the annual
compliance review required under the Agreement, and except as disclosed
in the reports, the Master Servicer has fulfilled its obligations under
the Agreement.
XXXXX FARGO BANK, N.A.
By:
-----------------------------------
Name:
Title:
EXHIBIT O
PAC 1 GROUP SCHEDULE
-------------------------------------------------
PAYMENT DATE PAC 1 GROUP
-------------------------------------------------
Initial Balance $79,162,000.00
June 25, 2005 78,964,984.87
July 25, 2005 78,740,946.35
August 25, 2005 78,490,009.57
September 25, 2005 78,212,266.93
October 25, 2005 77,907,828.11
November 25, 2005 77,576,820.03
December 25, 2005 77,219,386.81
January 25, 2006 76,835,689.67
February 25, 2006 76,425,906.85
March 25, 2006 75,990,233.47
April 25, 2006 75,528,881.42
May 25, 2006 75,042,079.20
June 25, 2006 74,530,071.76
July 25, 2006 73,993,120.28
August 25, 2006 73,431,502.01
September 25, 2006 72,845,510.01
October 25, 2006 72,235,452.92
November 25, 2006 71,601,665.16
December 25, 2006 70,944,485.52
January 25, 2007 70,264,267.54
February 25, 2007 69,561,379.22
March 25, 2007 68,836,202.66
April 25, 2007 68,089,133.77
May 25, 2007 67,320,581.85
June 25, 2007 66,530,969.27
July 25, 2007 65,721,466.22
August 25, 2007 64,895,549.62
September 25, 2007 64,055,546.29
October 25, 2007 63,219,000.21
November 25, 2007 62,388,110.05
December 25, 2007 61,562,839.11
January 25, 2008 60,743,150.95
February 25, 2008 59,929,009.35
March 25, 2008 59,120,378.36
April 25, 2008 58,317,222.22
May 25, 2008 57,519,505.44
June 25, 2008 $56,727,192.74
July 25, 2008 55,940,249.08
August 25, 2008 55,158,639.64
September 25, 2008 54,382,329.84
October 25, 2008 53,611,285.32
November 25, 2008 52,845,471.94
December 25, 2008 52,084,855.78
January 25, 2009 51,329,403.15
February 25, 2009 50,579,080.58
March 25, 2009 49,833,854.82
April 25, 2009 49,093,692.82
May 25, 2009 48,358,561.77
June 25, 2009 47,628,429.06
July 25, 2009 46,903,262.30
August 25, 2009 46,183,029.30
September 25, 2009 45,467,698.09
October 25, 2009 44,757,236.91
November 25, 2009 44,051,614.20
December 25, 2009 43,350,798.61
January 25, 2010 42,654,759.00
February 25, 2010 41,963,464.43
March 25, 2010 $41,276,884.16
April 25, 2010 40,594,987.64
May 25, 2010 39,917,744.55
June 25, 2010 39,253,158.49
July 25, 2010 38,593,129.79
August 25, 2010 37,937,628.65
September 25, 2010 37,286,625.45
October 25, 2010 36,640,090.78
November 25, 2010 35,997,995.40
December 25, 2010 35,360,310.27
January 25, 2011 34,727,006.56
February 25, 2011 34,098,055.59
March 25, 2011 33,473,428.89
April 25, 2011 32,853,098.16
May 25, 2011 32,237,035.32
June 25, 2011 31,627,787.65
July 25, 2011 31,022,733.49
August 25, 2011 30,421,845.33
September 25, 2011 29,825,095.81
October 25, 2011 29,232,457.76
November 25, 2011 28,643,904.20
December 25, 2011 28,059,408.32
January 25, 2012 $27,478,943.46
February 25, 2012 26,902,483.18
March 25, 2012 26,330,001.16
April 25, 2012 25,761,471.30
May 25, 2012 25,196,867.62
June 25, 2012 24,644,176.10
July 25, 2012 24,103,150.07
August 25, 2012 23,573,549.73
September 25, 2012 23,055,140.10
October 25, 2012 22,547,690.97
November 25, 2012 22,050,976.77
December 25, 2012 21,564,776.48
January 25, 2013 21,088,873.58
February 25, 2013 20,623,055.90
March 25, 2013 20,167,115.58
April 25, 2013 9,720,848.95
May 25, 2013 19,284,056.48
June 25, 2013 18,867,814.60
July 25, 2013 18,460,317.55
August 25, 2013 18,061,385.17
September 25, 2013 17,670,840.98
October 25, 2013 17,288,512.04
November 25, 2013 16,914,228.96
December 25, 2013 16,547,825.79
January 25, 2014 16,189,139.93
February 25, 2014 15,838,012.10
March 25, 2014 15,494,286.27
April 25, 2014 15,157,809.56
May 25, 2014 14,828,432.22
June 25, 2014 14,515,162.84
July 25, 2014 14,208,350.93
August 25, 2014 13,907,865.56
September 25, 2014 13,613,578.40
October 25, 2014 13,325,363.70
November 25, 2014 13,043,098.25
December 25, 2014 12,766,661.29
January 25, 2015 12,495,934.49
February 25, 2015 12,230,801.89
March 25, 2015 11,970,945.83
April 25, 2015 11,714,584.56
May 25, 2015 11,460,938.95
June 25, 2015 11,212,605.12
July 25, 2015 10,969,474.22
August 25, 2015 $10,731,439.56
September 25, 2015 10,498,396.63
October 25, 2015 10,270,243.04
November 25, 2015 10,046,878.44
December 25, 2015 9,828,204.53
January 25, 2016 9,614,125.00
February 25, 2016 9,404,545.48
March 25, 2016 9,199,373.50
April 25, 2016 8,998,518.48
May 25, 2016 8,801,891.67
June 25, 2016 8,609,406.09
July 25, 2016 8,420,976.56
August 25, 2016 8,236,519.60
September 25, 2016 8,055,953.44
October 25, 2016 7,879,197.93
November 25, 2016 7,706,174.59
December 25, 2016 7,536,806.50
January 25, 2017 7,371,018.32
February 25, 2017 7,208,736.21
March 25, 2017 7,049,887.85
April 25, 2017 6,894,402.39
May 25, 2017 6,742,210.41
June 25, 2017 6,593,243.89
July 25, 2017 6,447,436.21
August 25, 2017 6,304,722.08
September 25, 2017 6,165,037.57
October 25, 2017 6,028,320.00
November 25, 2017 5,894,508.02
December 25, 2017 5,763,541.48
January 25, 2018 5,635,361.47
February 25, 2018 5,509,910.30
March 25, 2018 5,387,131.42
April 25, 2018 5,266,969.45
May 25, 2018 5,149,370.13
June 25, 2018 5,034,280.30
July 25, 2018 4,921,647.90
August 25, 2018 4,811,421.91
September 25, 2018 4,703,552.37
October 25, 2018 4,597,990.32
November 25, 2018 4,494,687.80
December 25, 2018 4,393,597.84
January 25, 2019 4,294,674.42
February 25, 2019 4,197,872.47
March 25, 2019 $4,103,147.82
April 25, 2019 4,010,457.20
May 25, 2019 3,919,758.26
June 25, 2019 3,831,009.47
July 25, 2019 3,744,170.18
August 25, 2019 3,659,200.56
September 25, 2019 3,576,061.59
October 25, 2019 3,494,715.05
November 25, 2019 3,415,123.50
December 25, 2019 3,337,250.27
January 25, 2020 3,261,059.45
February 25, 2020 3,186,515.85
March 25, 2020 3,113,584.99
April 25, 2020 3,042,233.14
May 25, 2020 2,972,427.21
June 25, 2020 2,904,134.82
July 25, 2020 2,837,324.24
August 25, 2020 2,771,964.40
September 25, 2020 2,708,024.86
October 25, 2020 2,645,475.81
November 25, 2020 2,584,288.05
December 25, 2020 2,524,432.98
January 25, 2021 2,465,882.58
February 25, 2021 2,408,609.42
March 25, 2021 2,352,586.62
April 25, 2021 2,297,787.86
May 25, 2021 2,244,187.36
June 25, 2021 2,191,759.87
July 25, 2021 2,140,480.67
August 25, 2021 2,090,325.52
September 25, 2021 2,041,270.71
October 25, 2021 1,993,293.01
November 25, 2021 1,946,369.65
December 25, 2021 1,900,478.36
January 25, 2022 1,855,597.31
February 25, 2022 1,811,705.12
March 25, 2022 1,768,780.86
April 25, 2022 1,726,804.03
May 25, 2022 1,685,754.54
June 25, 2022 1,645,612.73
July 25, 2022 1,606,359.34
August 25, 2022 1,567,975.52
September 25, 2022 1,530,442.79
October 25, 2022 $1,493,743.07
November 25, 2022 1,457,858.64
December 25, 2022 1,422,772.16
January 25, 2023 1,388,466.63
February 25, 2023 1,354,925.43
March 25, 2023 1,322,132.26
April 25, 2023 1,290,071.17
May 25, 2023 1,258,726.54
June 25, 2023 1,228,083.06
July 25, 2023 1,198,125.76
August 25, 2023 1,168,839.98
September 25, 2023 1,140,211.33
October 25, 2023 1,112,225.77
November 25, 2023 1,084,869.51
December 25, 2023 1,058,129.06
January 25, 2024 1,031,991.23
February 25, 2024 1,006,443.08
March 25, 2024 981,471.95
April 25, 2024 957,065.43
May 25, 2024 933,211.39
June 25, 2024 909,897.95
July 25, 2024 887,113.46
August 25, 2024 864,846.52
September 25, 2024 843,085.98
October 25, 2024 821,820.92
November 25, 2024 801,040.63
December 25, 2024 780,734.64
January 25, 2025 760,892.71
February 25, 2025 741,504.78
March 25, 2025 722,561.03
April 25, 2025 704,051.84
May 25, 2025 685,967.78
June 25, 2025 668,299.63
July 25, 2025 651,038.35
August 25, 2025 634,175.12
September 25, 2025 617,701.26
October 25, 2025 601,608.31
November 25, 2025 585,887.97
December 25, 2025 570,532.12
January 25, 2026 555,532.80
February 25, 2026 540,882.24
March 25, 2026 526,572.81
April 25, 2026 512,597.05
May 25, 2026 $498,947.66
June 25, 2026 485,617.50
July 25, 2026 472,599.57
August 25, 2026 459,887.01
September 25, 2026 447,473.12
October 25, 2026 435,351.33
November 25, 2026 423,515.23
December 25, 2026 411,958.53
January 25, 2027 400,675.06
February 25, 2027 389,658.80
March 25, 2027 378,903.86
April 25, 2027 368,404.46
May 25, 2027 358,154.95
June 25, 2027 348,149.80
July 25, 2027 338,383.59
August 25, 2027 328,851.04
September 25, 2027 319,546.95
October 25, 2027 310,466.24
November 25, 2027 301,603.96
December 25, 2027 292,955.23
January 25, 2028 284,515.31
February 25, 2028 276,279.53
March 25, 2028 268,243.34
April 25, 2028 260,402.27
May 25, 2028 252,751.96
June 25, 2028 245,288.15
July 25, 2028 238,006.64
August 25, 2028 230,903.36
September 25, 2028 223,974.29
October 25, 2028 217,215.52
November 25, 2028 210,623.21
December 25, 2028 204,193.62
January 25, 2029 197,923.07
February 25, 2029 191,807.96
March 25, 2029 185,844.80
April 25, 2029 180,030.13
May 25, 2029 174,360.59
June 25, 2029 168,832.89
July 25, 2029 163,443.81
August 25, 2029 158,190.19
September 25, 2029 153,068.95
October 25, 2029 148,077.07
November 25, 2029 143,211.60
December 25, 2029 $138,469.65
January 25, 2030 133,848.39
February 25, 2030 129,345.07
March 25, 2030 124,956.96
April 25, 2030 120,681.43
May 25, 2030 116,515.90
June 25, 2030 112,457.81
July 25, 2030 108,504.71
August 25, 2030 104,654.15
September 25, 2030 100,903.78
October 25, 2030 97,251.27
November 25, 2030 93,694.36
December 25, 2030 90,230.81
January 25, 2031 86,858.48
February 25, 2031 83,575.22
March 25, 2031 80,378.96
April 25, 2031 77,267.67
May 25, 2031 74,239.37
June 25, 2031 71,292.10
July 25, 2031 68,423.98
August 25, 2031 65,633.13
September 25, 2031 62,917.74
October 25, 2031 60,276.04
November 25, 2031 57,706.28
December 25, 2031 55,206.76
January 25, 2032 52,775.82
February 25, 2032 50,411.83
March 25, 2032 48,113.20
April 25, 2032 45,878.38
May 25, 2032 43,705.84
June 25, 2032 41,594.10
July 25, 2032 39,541.70
August 25, 2032 37,547.23
September 25, 2032 35,609.28
October 25, 2032 33,726.50
November 25, 2032 31,897.56
December 25, 2032 30,121.16
January 25, 2033 28,396.03
February 25, 2033 26,720.93
March 25, 2033 25,094.64
April 25, 2033 23,515.97
May 25, 2033 21,983.77
June 25, 2033 20,496.90
July 25, 2033 $19,054.25
August 25, 2033 17,654.73
September 25, 2033 16,297.29
October 25, 2033 14,980.89
November 25, 2033 13,704.51
December 25, 2033 12,467.17
January 25, 2034 11,267.89
February 25, 2034 10,105.74
March 25, 2034 8,979.79
April 25, 2034 7,889.13
May 25, 2034 6,833.22
June 25, 2034 5,810.86
July 25, 2034 4,826.36
August 25, 2034 3,873.57
September 25, 2034 2,951.66
October 25, 2034 2,059.87
November 25, 2034 1,197.43
December 25, 2034 421.35
-------------------------------------------------
EXHIBIT P
SCHEDULED 1 GROUP SCHEDULE
-------------------------------------------------
PAYMENT DATE SCHEDULED 1 GROUP
-------------------------------------------------
Initial Balance $85,942,000.00
June 25, 2005 85,744,984.87
July 25, 2005 85,520,946.35
August 25, 2005 85,270,009.57
September 25, 2005 84,992,266.93
October 25, 2005 84,687,828.11
November 25, 2005 84,356,820.03
December 25, 2005 83,999,386.80
January 25, 2006 83,615,689.66
February 25, 2006 83,205,906.84
March 25, 2006 82,770,233.45
April 25, 2006 82,308,881.40
May 25, 2006 81,822,079.18
June 25, 2006 81,310,071.74
July 25, 2006 80,773,120.26
August 25, 2006 80,211,501.99
September 25, 2006 79,625,509.99
October 25, 2006 79,015,452.90
November 25, 2006 78,381,665.14
December 25, 2006 77,724,485.49
January 25, 2007 77,044,267.51
February 25, 2007 76,341,379.19
March 25, 2007 75,616,202.63
April 25, 2007 74,869,133.74
May 25, 2007 74,100,581.81
June 25, 2007 73,310,969.23
July 25, 2007 72,501,466.18
August 25, 2007 71,675,549.58
September 25, 2007 70,835,546.25
October 25, 2007 69,999,000.17
November 25, 2007 69,168,110.00
December 25, 2007 68,342,839.06
January 25, 2008 67,523,150.90
February 25, 2008 66,709,009.30
March 25, 2008 65,900,378.31
April 25, 2008 65,097,222.17
May 25, 2008 $64,299,505.39
June 25, 2008 63,507,192.68
July 25, 2008 62,720,249.02
August 25, 2008 61,938,639.58
September 25, 2008 61,162,329.78
October 25, 2008 60,391,285.26
November 25, 2008 59,625,471.87
December 25, 2008 58,864,855.71
January 25, 2009 58,109,403.08
February 25, 2009 57,359,080.51
March 25, 2009 56,613,854.75
April 25, 2009 55,873,692.75
May 25, 2009 55,138,561.70
June 25, 2009 54,408,428.99
July 25, 2009 53,683,262.23
August 25, 2009 52,963,029.22
September 25, 2009 52,247,698.01
October 25, 2009 51,537,236.83
November 25, 2009 50,831,614.12
December 25, 2009 50,130,798.54
January 25, 2010 49,434,758.93
February 25, 2010 48,743,464.35
March 25, 2010 48,056,884.08
April 25, 2010 47,374,987.56
May 25, 2010 46,697,744.47
June 25, 2010 46,033,158.41
July 25, 2010 45,373,129.71
August 25, 2010 44,717,628.57
September 25, 2010 44,066,625.38
October 25, 2010 43,420,090.70
November 25, 2010 42,777,995.32
December 25, 2010 42,140,310.20
January 25, 2011 41,507,006.48
February 25, 2011 40,878,055.51
March 25, 2011 40,253,428.81
April 25, 2011 39,633,098.09
May 25, 2011 39,017,035.24
June 25, 2011 38,407,787.57
July 25, 2011 37,802,733.42
August 25, 2011 37,201,845.25
September 25, 2011 36,605,095.73
October 25, 2011 36,012,457.68
November 25, 2011 $35,423,904.13
December 25, 2011 34,839,408.24
January 25, 2012 34,258,943.39
February 25, 2012 33,682,483.10
March 25, 2012 33,110,001.09
April 25, 2012 32,541,471.22
May 25, 2012 31,976,867.55
June 25, 2012 31,421,072.79
July 25, 2012 30,869,106.63
August 25, 2012 30,320,943.79
September 25, 2012 29,776,559.19
October 25, 2012 29,235,927.90
November 25, 2012 28,699,025.14
December 25, 2012 28,165,826.33
January 25, 2013 27,640,377.67
February 25, 2013 27,124,310.41
March 25, 2013 26,617,461.93
April 25, 2013 26,119,672.37
May 25, 2013 25,630,784.60
June 25, 2013 25,160,615.30
July 25, 2013 24,698,781.20
August 25, 2013 24,245,137.87
September 25, 2013 23,799,543.37
October 25, 2013 23,361,858.13
November 25, 2013 22,931,945.02
December 25, 2013 22,509,669.19
January 25, 2014 22,094,898.15
February 25, 2014 21,687,501.63
March 25, 2014 21,287,351.60
April 25, 2014 20,894,322.23
May 25, 2014 20,508,289.81
June 25, 2014 20,137,475.67
July 25, 2014 19,773,142.85
August 25, 2014 19,415,180.42
September 25, 2014 19,063,479.29
October 25, 2014 18,717,932.27
November 25, 2014 18,378,433.93
December 25, 2014 18,044,880.65
January 25, 2015 17,717,170.55
February 25, 2015 17,395,203.47
March 25, 2015 17,078,589.27
April 25, 2015 16,764,840.78
May 25, 2015 $16,452,887.79
June 25, 2015 16,146,480.46
July 25, 2015 15,845,522.83
August 25, 2015 15,549,920.62
September 25, 2015 15,259,581.10
October 25, 2015 14,974,413.17
November 25, 2015 14,694,327.24
December 25, 2015 14,419,235.25
January 25, 2016 14,149,050.67
February 25, 2016 13,883,688.40
March 25, 2016 13,623,064.82
April 25, 2016 13,367,097.72
May 25, 2016 13,115,706.29
June 25, 2016 12,868,811.12
July 25, 2016 12,626,334.11
August 25, 2016 12,388,198.53
September 25, 2016 12,154,328.95
October 25, 2016 11,924,651.20
November 25, 2016 11,699,092.41
December 25, 2016 11,477,580.93
January 25, 2017 11,260,046.35
February 25, 2017 11,046,419.44
March 25, 2017 10,836,632.18
April 25, 2017 10,630,617.68
May 25, 2017 10,428,310.22
June 25, 2017 10,229,645.19
July 25, 2017 10,034,559.08
August 25, 2017 9,842,989.47
September 25, 2017 9,654,875.01
October 25, 2017 9,470,155.39
November 25, 2017 9,288,771.34
December 25, 2017 9,110,664.61
January 25, 2018 8,935,777.93
February 25, 2018 8,764,055.01
March 25, 2018 8,595,440.55
April 25, 2018 8,429,880.16
May 25, 2018 8,267,320.41
June 25, 2018 8,107,708.77
July 25, 2018 7,950,993.62
August 25, 2018 7,797,124.21
September 25, 2018 7,646,050.68
October 25, 2018 7,497,724.01
November 25, 2018 $7,352,096.02
December 25, 2018 7,209,119.36
January 25, 2019 7,068,747.51
February 25, 2019 6,930,934.72
March 25, 2019 6,795,636.03
April 25, 2019 6,662,807.28
May 25, 2019 6,532,405.03
June 25, 2019 6,404,386.61
July 25, 2019 6,278,710.08
August 25, 2019 6,155,334.21
September 25, 2019 6,034,218.50
October 25, 2019 5,915,323.13
November 25, 2019 5,798,608.96
December 25, 2019 5,684,037.54
January 25, 2020 5,571,571.07
February 25, 2020 5,461,172.42
March 25, 2020 5,352,805.06
April 25, 2020 5,246,433.13
May 25, 2020 5,142,021.36
June 25, 2020 5,039,535.11
July 25, 2020 4,938,940.33
August 25, 2020 4,840,203.53
September 25, 2020 4,743,291.85
October 25, 2020 4,648,172.95
November 25, 2020 4,554,815.07
December 25, 2020 4,463,186.99
January 25, 2021 4,373,258.05
February 25, 2021 4,284,998.09
March 25, 2021 4,198,377.48
April 25, 2021 4,113,367.12
May 25, 2021 4,029,938.40
June 25, 2021 3,948,063.19
July 25, 2021 3,867,713.87
August 25, 2021 3,788,863.28
September 25, 2021 3,711,484.76
October 25, 2021 3,635,552.07
November 25, 2021 3,561,039.46
December 25, 2021 3,487,921.60
January 25, 2022 3,416,173.62
February 25, 2022 3,345,771.06
March 25, 2022 3,276,689.91
April 25, 2022 3,208,906.55
May 25, 2022 $3,142,397.79
June 25, 2022 3,077,140.83
July 25, 2022 3,013,113.27
August 25, 2022 2,950,293.10
September 25, 2022 2,888,658.70
October 25, 2022 2,828,188.81
November 25, 2022 2,768,862.55
December 25, 2022 2,710,659.39
January 25, 2023 2,653,559.19
February 25, 2023 2,597,542.12
March 25, 2023 2,542,588.72
April 25, 2023 2,488,679.86
May 25, 2023 2,435,796.75
June 25, 2023 2,383,920.92
July 25, 2023 2,333,034.23
August 25, 2023 2,283,118.84
September 25, 2023 2,234,157.25
October 25, 2023 2,186,132.23
November 25, 2023 2,139,026.88
December 25, 2023 2,092,824.59
January 25, 2024 2,047,509.02
February 25, 2024 2,003,064.14
March 25, 2024 1,959,474.18
April 25, 2024 1,916,723.67
May 25, 2024 1,874,797.39
June 25, 2024 1,833,680.40
July 25, 2024 1,793,358.00
August 25, 2024 1,753,815.77
September 25, 2024 1,715,039.54
October 25, 2024 1,677,015.38
November 25, 2024 1,639,729.60
December 25, 2024 1,603,168.77
January 25, 2025 1,567,319.68
February 25, 2025 1,532,169.35
March 25, 2025 1,497,705.04
April 25, 2025 1,463,914.23
May 25, 2025 1,430,784.61
June 25, 2025 1,398,304.10
July 25, 2025 1,366,460.82
August 25, 2025 1,335,243.11
September 25, 2025 1,304,639.51
October 25, 2025 1,274,638.77
November 25, 2025 $1,245,229.82
December 25, 2025 1,216,401.79
January 25, 2026 1,188,144.03
February 25, 2026 1,160,446.05
March 25, 2026 1,133,297.54
April 25, 2026 1,106,688.39
May 25, 2026 1,080,608.66
June 25, 2026 1,055,048.59
July 25, 2026 1,029,998.58
August 25, 2026 1,005,449.23
September 25, 2026 981,391.27
October 25, 2026 957,815.62
November 25, 2026 934,713.35
December 25, 2026 912,075.68
January 25, 2027 889,894.00
February 25, 2027 868,159.86
March 25, 2027 846,864.93
April 25, 2027 826,001.06
May 25, 2027 805,560.23
June 25, 2027 785,534.55
July 25, 2027 765,916.30
August 25, 2027 746,697.87
September 25, 2027 727,871.80
October 25, 2027 709,430.76
November 25, 2027 691,367.56
December 25, 2027 673,675.11
January 25, 2028 656,346.47
February 25, 2028 639,374.82
March 25, 2028 622,753.47
April 25, 2028 606,475.83
May 25, 2028 590,535.44
June 25, 2028 574,925.95
July 25, 2028 559,641.13
August 25, 2028 544,674.86
September 25, 2028 530,021.12
October 25, 2028 515,674.01
November 25, 2028 501,627.74
December 25, 2028 487,876.61
January 25, 2029 474,415.02
February 25, 2029 461,237.48
March 25, 2029 448,338.61
April 25, 2029 435,713.10
May 25, 2029 $423,355.76
June 25, 2029 411,261.48
July 25, 2029 399,425.23
August 25, 2029 387,842.11
September 25, 2029 376,507.27
October 25, 2029 365,415.96
November 25, 2029 354,563.52
December 25, 2029 343,945.37
January 25, 2030 333,557.01
February 25, 2030 323,394.04
March 25, 2030 313,452.11
April 25, 2030 303,726.97
May 25, 2030 294,214.44
June 25, 2030 284,910.42
July 25, 2030 275,810.88
August 25, 2030 266,911.86
September 25, 2030 258,209.48
October 25, 2030 249,699.93
November 25, 2030 241,379.45
December 25, 2030 233,244.38
January 25, 2031 225,291.11
February 25, 2031 217,516.10
March 25, 2031 209,915.85
April 25, 2031 202,486.97
May 25, 2031 195,226.10
June 25, 2031 188,129.95
July 25, 2031 181,195.28
August 25, 2031 174,418.92
September 25, 2031 167,797.77
October 25, 2031 161,328.76
November 25, 2031 155,008.89
December 25, 2031 148,835.22
January 25, 2032 142,804.85
February 25, 2032 136,914.95
March 25, 2032 131,162.74
April 25, 2032 125,545.47
May 25, 2032 120,060.46
June 25, 2032 114,705.08
July 25, 2032 109,476.74
August 25, 2032 104,372.90
September 25, 2032 99,391.08
October 25, 2032 94,528.81
November 25, 2032 $89,783.72
December 25, 2032 85,153.43
January 25, 2033 80,635.64
February 25, 2033 76,228.08
March 25, 2033 71,928.51
April 25, 2033 67,734.77
May 25, 2033 63,644.69
June 25, 2033 59,656.17
July 25, 2033 55,767.16
August 25, 2033 51,975.62
September 25, 2033 48,279.56
October 25, 2033 44,677.02
November 25, 2033 41,166.11
December 25, 2033 37,744.92
January 25, 2034 34,411.63
February 25, 2034 31,164.41
March 25, 2034 28,001.50
April 25, 2034 24,921.14
May 25, 2034 21,922.67
June 25, 2034 19,003.34
July 25, 2034 16,176.81
August 25, 2034 13,425.74
September 25, 2034 10,748.56
October 25, 2034 8,143.72
November 25, 2034 5,609.71
December 25, 2034 3,317.87
January 25, 2035 1,327.15
February 25, 2035 219.95
-------------------------------------------------
EXHIBIT Q
GROUP 2 AGGREGATE SCHEDULE CERTIFICATES SCHEDULE
-------------------------------------------------
GROUP 2 AGGREGATE
PAYMENT DATE SCHEDULE CERTIFICATES
-------------------------------------------------
Initial Balance $72,930,000.00
June 25, 2005 72,470,971.03
July 25, 2005 71,969,943.58
August 25, 2005 71,427,146.18
September 25, 2005 70,842,836.92
October 25, 2005 70,217,303.41
November 25, 2005 69,550,862.51
December 25, 2005 68,843,860.15
January 25, 2006 68,096,671.02
February 25, 2006 67,309,698.37
March 25, 2006 66,483,373.57
April 25, 2006 65,618,155.87
May 25, 2006 64,714,531.88
June 25, 2006 63,773,015.26
July 25, 2006 62,794,146.21
August 25, 2006 61,778,490.99
September 25, 2006 60,726,641.39
October 25, 2006 59,639,214.19
November 25, 2006 58,516,850.61
December 25, 2006 57,360,215.66
January 25, 2007 56,169,997.53
February 25, 2007 54,946,906.87
March 25, 2007 53,691,676.22
April 25, 2007 52,405,174.18
May 25, 2007 51,088,905.02
June 25, 2007 49,759,075.64
July 25, 2007 48,432,749.20
August 25, 2007 47,106,923.21
September 25, 2007 45,791,034.54
October 25, 2007 44,485,013.33
November 25, 2007 43,188,790.16
December 25, 2007 41,902,296.09
January 25, 2008 40,625,462.66
February 25, 2008 39,358,221.87
March 25, 2008 $38,100,506.19
April 25, 2008 36,852,248.56
May 25, 2008 35,613,382.34
June 25, 2008 34,383,841.40
July 25, 2008 33,163,560.02
August 25, 2008 31,952,472.94
September 25, 2008 30,750,515.37
October 25, 2008 29,557,622.91
November 25, 2008 28,373,731.65
December 25, 2008 27,198,778.10
January 25, 2009 26,032,699.20
February 25, 2009 24,875,432.31
March 25, 2009 23,726,915.26
April 25, 2009 22,587,086.26
May 25, 2009 21,455,883.96
June 25, 2009 20,333,247.42
July 25, 2009 19,219,116.15
August 25, 2009 18,113,430.03
September 25, 2009 17,016,129.38
October 25, 2009 15,927,154.92
November 25, 2009 14,846,447.76
December 25, 2009 13,773,949.44
January 25, 2010 12,749,547.53
February 25, 2010 11,751,546.30
March 25, 2010 10,767,569.59
April 25, 2010 9,791,437.65
May 25, 2010 8,823,094.26
June 25, 2010 7,862,483.56
July 25, 2010 6,909,550.07
August 25, 2010 5,964,238.76
September 25, 2010 5,026,494.88
October 25, 2010 4,096,264.15
November 25, 2010 3,173,492.59
December 25, 2010 2,258,126.65
January 25, 2011 1,363,179.87
February 25, 2011 1,036,567.47
March 25, 2011 743,654.31
April 25, 2011 457,577.44
May 25, 2011 178,191.85
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EXHIBIT R
CLASS 2-A-1 CERTIFICATES SCHEDULE
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PAYMENT DATE CLASS 2-A-1
CERTIFICATES
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Initial Balance $14,833,000.00
June 25, 2005 14,734,682.30
July 25, 2005 14,628,724.49
August 25, 2005 14,515,164.04
September 25, 2005 14,394,042.38
October 25, 2005 14,265,404.87
November 25, 2005 14,129,300.80
December 25, 2005 13,985,783.36
January 25, 2006 13,834,909.57
February 25, 2006 13,676,740.29
March 25, 2006 13,511,340.16
April 25, 2006 13,338,777.57
May 25, 2006 13,159,124.60
June 25, 2006 12,972,456.98
July 25, 2006 12,778,854.05
August 25, 2006 12,578,398.67
September 25, 2006 12,371,177.21
October 25, 2006 12,157,279.46
November 25, 2006 11,936,798.57
December 25, 2006 11,709,830.97
January 25, 2007 11,476,476.34
February 25, 2007 11,236,837.51
March 25, 2007 10,991,020.36
April 25, 2007 10,739,156.89
May 25, 2007 10,481,505.66
June 25, 2007 10,221,236.32
July 25, 2007 9,961,493.14
August 25, 2007 9,703,095.00
September 25, 2007 9,446,034.97
October 25, 2007 9,190,306.12
November 25, 2007 8,935,901.58
December 25, 2007 8,682,814.51
January 25, 2008 8,431,038.10
February 25, 2008 8,180,565.58
March 25, 2008 7,931,390.21
April 25, 2008 7,683,505.29
May 25, 2008 7,436,904.15
June 25, 2008 $7,191,580.15
July 25, 2008 6,947,526.70
August 25, 2008 6,704,737.22
September 25, 2008 6,463,205.20
October 25, 2008 6,222,924.11
November 25, 2008 5,983,887.51
December 25, 2008 5,746,088.96
January 25, 2009 5,509,522.05
February 25, 2009 5,274,180.43
March 25, 2009 5,040,057.75
April 25, 2009 4,807,147.72
May 25, 2009 4,575,444.06
June 25, 2009 4,344,940.54
July 25, 2009 4,115,630.95
August 25, 2009 3,887,509.13
September 25, 2009 3,660,568.91
October 25, 2009 3,434,804.21
November 25, 2009 3,210,208.93
December 25, 2009 2,986,777.04
January 25, 2010 2,772,759.05
February 25, 2010 2,563,688.91
March 25, 2010 2,355,749.60
April 25, 2010 2,148,935.26
May 25, 2010 1,943,240.02
June 25, 2010 1,738,658.06
July 25, 2010 1,535,183.60
August 25, 2010 1,332,810.89
September 25, 2010 1,131,534.17
October 25, 2010 931,347.77
November 25, 2010 732,246.01
December 25, 2010 534,223.24
January 25, 2011 339,995.15
February 25, 2011 258,342.05
March 25, 2011 185,113.76
April 25, 2011 113,594.54
May 25, 2011 43,748.14
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