PRELIMINARY STATEMENT Sample Clauses

PRELIMINARY STATEMENT. The Company intends to sell certain mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued under the Agreement in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows:

PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

PRELIMINARY STATEMENT or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of fifteen Classes of Certificates, designated as Class A-1, Class A-2, Class A-3-1, Class A-3-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class R, Class RX, Class P and Class C Certificates. REMIC 1 As provided herein, the Securities Administrator on behalf of the Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans (exclusive of the Cap Contract Reserve Fund) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 1”. The Class R-1 Interest will represent the sole Class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1 Regular Interests. None of the REMIC 1 Regular Interests will be certificated. Designation Uncertificated REMIC 1 Pass-Through Rate Initial Uncertificated Principal Balance Assumed Final Maturity Date(1) LT-AA (2) $ 1,497,454,981.82 November 25, 2046 LT-A1 (2) $ 11,490,680.00 November 25, 2046 LT-A2 (2) $ 1,436,330.00 November 25, 2046 LT-A3-1 (2) $ 650,000.00 November 25, 2046 LT-A3-2 (2) $ 786,330.00 November 25, 2046 LT-M1 (2) $ 336,160.00 November 25, 2046 LT-M2 (2) $ 122,240.00 November 25, 2046 LT-M3 (2) $ 91,680.00 November 25, 2046 LT-M4 (2) $ 91,680.00 November 25, 2046 LT-M5 (2) $ 68,760.00 November 25, 2046 LT-M6 (2) $ 68,760.00 November 25, 2046 LT-M7 (2) $ 61,120.00 November 25, 2046 LT-ZZ (2) $ 15,356,565.75 November 25, 2040 XX-X X/A $ 100.00 November 25, 2046

PRELIMINARY STATEMENT. The Depositor intends to sell commercial mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in the trust fund (the "Trust Fund") to be created hereunder, the primary assets of which will be a pool of commercial, multifamily and manufactured housing community mortgage loans (the "Mortgage Loans"). As provided herein, the Trustee shall elect or shall cause an election to be made to treat the Trust Fund (exclusive of the Class A-2SFL Regular Interest, the Class A-JFL Regular Interest, the Swap Contracts, the Floating Rate Accounts, the Excess Interest, the Excess Interest Distribution Account and the proceeds thereof) for federal income tax purposes as three separate real estate mortgage investment conduits (the "Upper-Tier REMIC", the "Middle-Tier REMIC" and the "Lower-Tier REMIC" as described herein). The parties intend that the portion of the Trust Fund representing (i) the Excess Interest, the Excess Interest Distribution Account and the proceeds thereof and (ii) the Class A-2SFL Regular Interest, the Class A-JFL Regular Interest, the Swap Contracts, the Floating Rate Accounts and the proceeds thereof will be treated as a grantor trust under subpart E of Part I of subchapter J of the Code and that the beneficial interests therein will be represented by the Class A-2SFL and Class A-JFL Certificates, respectively. LOWER-TIER REMIC The Class L-RB, Class L-RQ, Class L-SB and Class L-SQ Uncertificated Interests will evidence "regular interests" in the Lower-Tier REMIC created hereunder. The sole Class of "residual interests" in the Lower-Tier REMIC will be evidenced by the Class LR Certificates. The following table sets forth the Original Lower-Tier Principal Amounts and per annum rates of interest for the Uncertificated Lower-Tier Interests and the Class LR Certificates: Interest Original Lower-Tier Class Designation Rate Principal Amount ----------------- -------- ----------------------------- Class L-RB (1) 0.001% Group Subordinate Amount of Loan Group R (4) Class L-RQ (1) Remainder Group R Balance (5) Class L-SB (2) 0.001% Group Subordinate Amount of Loan Group S(4) Class L-SQ (2) Remainder Group S Balance (5) Class LR None (3) None(3)

PRELIMINARY STATEMENT. On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated “regular interests” in such REMIC, and the Class R-1 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated “regular interests” in such REMIC, and the Class R-2 Certificates will be designated the sole class of “residual interests” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Certificates (other than the Class R Certificates and exclusive, in the case of the Class I-A-1 Certificates and Class I-A-2 Certificates, of any right to receive payments in respect of the Basis Risk Shortfall Carryover Amount or, in the case of the Class I-X Certificates, of any obligation to make payments in respect of the Basis Risk Shortfall Carryover Amount) will be designated “regular interests” in such REMIC, and the Class R-3 Certificates will be designated the sole class of “residual interests” in such REMIC. The Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $493,289,027.44. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $347,104,287.97. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $146,184,739.47. In consideration of the mutual agreements herein contained, the Depositor, the Master Servi...

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders. The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”). The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1 and Collateral Group 2, (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”). In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest. The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC. The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest. In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”). The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC. The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Purchase and Sale Agreement, each Purchase Agreement, each Servicing Agreement and in this Agreement and by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee, at the direction of the Securities Administrator, shall elect that the Trust Fund be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” , the “Middle-Tier REMIC” and the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class R Certificate and Class LT-R Certificate, is hereby designated as a regular interest in the Upper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of each of the sole class of residual interest in the Lower-Tier REMIC (the “LT-R Interest”) and the sole class of residual interest in the Middle-Tier REMIC (the “MT-R Interest”). The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund, other than the interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tie...

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC, as seller (“MSMCH”), and Bank of America, National Association, as seller (“Bank of America”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class H Certificates representing the right to receive Excess Interest) and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the portion of the Class H Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, and (C) the REMIC III Regular Certificates and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III and, in the case of the Class H Certificates, the Class H Grantor Trust. Excess Interest received on the Mortgage Loans shall be held in the Class H Grantor Trust for the benefit of the Holders of the Class H Certificates. All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for...

PRELIMINARY STATEMENT. (the "Purchaser") is the holder of the entire interest in Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through Certificates, Series ______, Class ____ (the "Class B Certificates"). The Class B Certificates were issued pursuant to a Pooling and Servicing Agreement dated ___________________among Bank of America Mortgage Securities, Inc., as depositor (the "Depositor"), the Servicer, and The Bank of New York, as Trustee. The Purchaser has requested the Servicer to engage the Loss Mitigation Advisor, at the Purchaser's expense, to assist the Servicer with respect to default management and reporting situations for the benefit of the Purchaser. In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Servicer hereby engages the Loss Mitigation Advisor to provide advice in connection with default management and reporting situations with respect to defaulted loans, including providing to the Servicer recommendations with respect to foreclosures, the acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure and deficiency notes, as well as with respect to the sale of REO properties. The Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that its fees will be paid by the Purchaser and not the Servicer, and that it will not look to the Servicer for financial remuneration. It is the intent of the parties to this Agreement that the services of the Loss Mitigation Advisor are provided without fee to the Servicer for the benefit of the Purchaser for the life of the Class B Certificates.