Exhibit 4.1

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                  BANC OF AMERICA MORTGAGE SECURITIES, INC.,


                                  as Depositor,

                     BANK OF AMERICA, NATIONAL ASSOCIATION,

                                  as Servicer,

                                       and

                             WELLS FARGO BANK, N.A.,

                                   as Trustee

                         POOLING AND SERVICING AGREEMENT

                               Dated [_______], 20

                           -----------------------


                       Mortgage Pass-Through Certificates

                                 Series 20 -[__]

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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

PRELIMINARY STATEMENT........................................................1


                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms..................................................2
Section 1.02  Interest Calculations.........................................27
Section 1.03  Fiscal Year...................................................28


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS

                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans..................................28
Section 2.02  Acceptance by the Trustee of the Mortgage Loans...............31
Section 2.03  Representations and Warranties of the Servicer................33
Section 2.04  Representations and Warranties of the Depositor as to the
               Mortgage Loans...............................................35
Section 2.05  Designation of Interests in the REMICs........................42
Section 2.06  Designation of Start-up Day...................................42
Section 2.07  REMIC Certificate Maturity Date...............................42
Section 2.08  Execution and Delivery of Certificates........................42
Section 2.09  Repurchase of Converted Mortgage Loans........................43


                                   ARTICLE III

                          ADMINISTRATION AND SERVICING

                                OF MORTGAGE LOANS

Section 3.01  Servicer to Service Mortgage Loans............................43
Section 3.02  Subservicing; Enforcement of the Obligations of Servicer......44
Section 3.03  Fidelity Bond; Errors and Omissions Insurance.................46
Section 3.04  Access to Certain Documentation...............................46
Section 3.05  Maintenance of Primary Insurance Policy; Claims...............46
Section 3.06  Rights of the Depositor and the Trustee in Respect of the
               Servicer.....................................................47
Section 3.07  Trustee to Act as Servicer....................................47
Section 3.08  Collection of Mortgage Loan Payments; Servicer Custodial
               Account and Certificate Account..............................48
Section 3.09  Collection of Taxes, Assessments and Similar Items;
               Escrow Accounts..............................................51

                                      (i)
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Section 3.10  Access to Certain Documentation and Information Regarding
               the Mortgage Loans...........................................52
Section 3.11  Permitted Withdrawals from the Servicer Custodial Account
               and Certificate Account......................................52
Section 3.12  Maintenance of Hazard Insurance...............................54
Section 3.13  Enforcement of Due-On-Sale Clauses; Assumption Agreements.....55
Section 3.14  Realization Upon Defaulted Mortgage Loans; REO Property.......56
Section 3.15  Trustee to Cooperate; Release of Mortgage Files...............58
Section 3.16  Documents, Records and Funds in Possession of the
               Servicer to be Held for the Trustee..........................59
Section 3.17  Servicing Compensation........................................60
Section 3.18  Annual Statement as to Compliance.............................60
Section 3.19  Assessments of Servicing Compliance; Registered Public
               Accounting Firm Attestation Reports..........................60
Section 3.20  Advances......................................................62
Section 3.21  Modifications, Waivers, Amendments and Consents...............63
Section 3.22  Reports to the Securities and Exchange Commission.............64
Section 3.23  Buy-Down Account; Application of Buy-Down Funds...............69


                                   ARTICLE IV

                             SERVICER'S CERTIFICATE

Section 4.01  Servicer's Certificate........................................69


                                    ARTICLE V

                PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
                              REMIC ADMINISTRATION

Section 5.01  Distributions.................................................70
Section 5.02  Priorities of Distributions...................................70
Section 5.03  Allocation of Losses..........................................75
Section 5.04  Statements to Certificateholders..............................77
Section 5.05  Tax Returns and Reports to Certificateholders.................80
Section 5.06  Tax Matters Person............................................81
Section 5.07  Rights of the Tax Matters Person in Respect of the
               Trustee......................................................81
Section 5.08  REMIC Related Covenants.......................................81


                                   ARTICLE VI

                                THE CERTIFICATES

Section 6.01  The Certificates..............................................82
Section 6.02  Registration of Transfer and Exchange of Certificates.........83
Section 6.03  Mutilated, Destroyed, Lost or Stolen Certificates.............87

                                      (ii)
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Section 6.04  Persons Deemed Owners.........................................87


                                   ARTICLE VII

                         THE DEPOSITOR AND THE SERVICER

Section 7.01 Respective Liabilities of the Depositor and the Servicer......87
Section 7.02 Merger or Consolidation of the Depositor or the Servicer......87
Section 7.03 Limitation on Liability of the Depositor, the Servicer

               and Others...................................................88
Section 7.04  Depositor and Servicer Not to Resign..........................89
Section 7.05  Assignment or Delegation of Duties by the Servicer............89


                                  ARTICLE VIII

                                     DEFAULT

Section 8.01  Events of Default.............................................89
Section 8.02  Remedies of Trustee...........................................91
Section 8.03  Directions by Certificateholders and Duties of Trustee
               During Event of Default......................................91
Section 8.04  Action upon Certain Failures of the Servicer and upon
               Event of Default.............................................91
Section 8.05  Trustee to Act; Appointment of Successor......................92
Section 8.06  Notification to Certificateholders............................93


                                   ARTICLE IX

                                   THE TRUSTEE

Section 9.01  Duties of Trustee.............................................93
Section 9.02  Certain Matters Affecting the Trustee.........................94
Section 9.03  Trustee Not Liable for Certificates or Mortgage Loans.........95
Section 9.04  Trustee May Own Certificates..................................96
Section 9.05  Eligibility Requirements for Trustee..........................96
Section 9.06  Resignation and Removal of Trustee............................97
Section 9.07  Successor Trustee.............................................97
Section 9.08  Merger or Consolidation of Trustee............................98
Section 9.09  Appointment of Co-Trustee or Separate Trustee.................98
Section 9.10  Authenticating Agents.........................................99
Section 9.11  Trustee's Fees and Expenses..................................100
Section 9.12  Appointment of Custodian.....................................101
Section 9.13  Paying Agents................................................101
Section 9.14  Limitation of Liability......................................102
Section 9.15  Trustee May Enforce Claims Without Possession of
               Certificates................................................102
Section 9.16  Suits for Enforcement........................................102
Section 9.17  Waiver of Bond Requirement...................................102
Section 9.18  Waiver of Inventory, Accounting and Appraisal Requirement....102

                                      (iii)
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                                    ARTICLE X

                                   TERMINATION

Section 10.01 Termination upon Purchase by the Depositor or Liquidation
               of All .Mortgage Loans......................................103
Section 10.02 Additional Termination Requirements..........................104


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01 Amendment....................................................105
Section 11.02 Recordation of Agreement.....................................106
Section 11.03 Limitation on Rights of Certificateholders...................107
Section 11.04 Governing Law................................................107
Section 11.05 Notices......................................................108
Section 11.06 Severability of Provisions...................................108
Section 11.07 Certificates Nonassessable and Fully Paid....................108
Section 11.08 Access to List of Certificateholders.........................108
Section 11.09 Recharacterization...........................................109
Section 11.10 Insolvency...................................................109
Section 11.11 Regulation AB Compliance; Intent of Parties;
               Reasonableness..............................................109

EXHIBITS

EXHIBITS

Exhibit A-1-A-1  -  Form of Face of Class 1-A-1 Certificate
Exhibit A-1-A-R  -  Form of Face of Class 1-A-R 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-3-A-1  -  Form of Face of Class 3-A-1 Certificate
Exhibit A-4-A-1  -  Form of Face of Class 4-A-1 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 (Loan Group 1)
Exhibit D-2      -  Mortgage Loan Schedule (Loan Group 2)
Exhibit D-3      -  Mortgage Loan Schedule (Loan Group 3)
Exhibit D-4      -  Mortgage Loan Schedule (Loan Group 4)
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

                                      (iv)
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Exhibit G-2B     -  Form II of Transferee Certificate
Exhibit H        -  Form of Transferee Representation Letter for ERISA
                     Restricted Certificates
Exhibit I        -  Form of Affidavit Regarding Transfer of the Residual
                     Certificate
Exhibit J        -  Contents of Servicing File
Exhibit K        -  Form of Special Servicing Agreement
Exhibit L        -  List of Recordation States
Exhibit M        -  Form of Initial Certification of the Trustee
Exhibit N        -  Form of Final Certification of the Trustee
Exhibit O        -  Form of Sarbanes-Oxley Certification
Exhibit P        -  Form of Trustee's Certification
Exhibit Q        -  Servicing Criteria
Exhibit R-1      -  Additional Form 10-D Information
Exhibit R-2      -  Additional Form 10-K Information
Exhibit R-3      -  Form 8-K Information


                                      (v)

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                         POOLING AND SERVICING AGREEMENT

            THIS POOLING AND SERVICING AGREEMENT, dated [_______], 20 , is
hereby executed by and among BANC OF AMERICA MORTGAGE SECURITIES, INC., as
depositor (together with its permitted successors and assigns, the "Depositor"),
BANK OF AMERICA, NATIONAL ASSOCIATION, as servicer (together with its permitted
successors and assigns, the "Servicer"), and WELLS FARGO BANK, N.A., 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 Servicer and the Trustee agree as follows:

                              PRELIMINARY STATEMENT

            In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. The Trust Estate for federal
income tax purposes will be treated as two separate real estate mortgage
investment conduits (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively, and each, a "REMIC"). The Certificates (other than the Class 1-A-R
Certificate) are referred to collectively as the "Regular Certificates" and
shall constitute "regular interests" in the Upper-Tier REMIC. The Uncertificated
Lower-Tier Interests shall constitute the "regular interests" in the Lower-Tier
REMIC. The Class R-L Interest shall constitute the "residual interest" in the
Lower-Tier REMIC. The Class R-U Interest shall constitute the "residual
interest" in the Upper-Tier REMIC. The Class 1-A-R Certificate shall represent
ownership of the Class R-L Interest and the Class R-U Interest. The Certificates
and the Uncertificated Lower-Tier Interests will represent the entire beneficial
ownership interest in the Trust. The "latest possible maturity date" for federal
income tax purposes of all interests created hereby will be the REMIC
Certificate Maturity Date.

            The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which the Classes of Certificates shall be issuable:


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================== =================== ============= ============== ============
                                                                      Integral
                     Initial Class                                   Multiples
                      Certificate      Pass-Through     Minimum      in Excess
     Classes            Balance            Rate      Denomination    of Minimum
------------------ ------------------- ------------- -------------- ------------
Class 1-A-1                         $      (1)           $1,000           $1
------------------ ------------------- ------------- -------------- ------------
Class 1-A-R                         $      (1)             $100          N/A
------------------ ------------------- ------------- -------------- ------------
Class 2-A-1                         $      (2)           $1,000           $1
------------------ ------------------- ------------- -------------- ------------
Class 2-A-2                         $      (2)           $1,000           $1
------------------ ------------------- ------------- -------------- ------------
Class 2-A-3                         $      (2)           $1,000           $1
------------------ ------------------- ------------- -------------- ------------
Class 3-A-1                         $      (3)           $1,000           $1
------------------ ------------------- ------------- -------------- ------------
Class 4-A-1                         $      (4)           $1,000           $1
------------------ ------------------- ------------- -------------- ------------
Class B-1                           $      (5)          $25,000           $1
------------------ ------------------- ------------- -------------- ------------
Class B-2                           $      (5)          $25,000           $1
------------------ ------------------- ------------- -------------- ------------
Class B-3                           $      (5)          $25,000           $1
------------------ ------------------- ------------- -------------- ------------
Class B-4                           $      (5)          $25,000           $1
------------------ ------------------- ------------- -------------- ------------
Class B-5                           $      (5)          $25,000           $1
------------------ ------------------- ------------- -------------- ------------
Class B-6                           $      (5)          $25,000           $1
------------------ ------------------- ------------- -------------- ------------
(1) Interest will accrue on these Certificates at a per annum rate equal to the
    Net WAC for the Group 1 Mortgage Loans.

(2) Interest will accrue on these Certificates at a per annum rate equal to the
    Net WAC for the Group 2 Mortgage Loans.

(3) Interest will accrue on these Certificates at a per annum rate equal to the
    Net WAC for the Group 3 Mortgage Loans.

(4) Interest will accrue on these Certificates at a per annum rate equal to the
    Net WAC for the Group 4 Mortgage Loans.

(5) Interest will accrue on these Certificates at a per annum rate equal to the
    weighted average (based on the Group Subordinate Amount for each Loan Group)
    of (i) with respect to Loan Group 1, the Net WAC for the Group 1 Mortgage
    Loans, (ii) with respect to Loan Group 2, the Net WAC for the Group 2
    Mortgage Loans, (iii) with respect to Loan Group 3, the Net WAC for the
    Group 3 Mortgage Loans and (iv) with respect to Loan Group 4, the Net WAC
    for the Group 4 Mortgage Loans.

                                   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, one month's interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate on the applicable Class
Certificate Balance.

                                      -2-
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            Additional Form 10-D Information: As defined in Section 3.22(b).

            Additional Form 10-K Information: As defined in Section 3.22(c).

            Additional Servicer:  As defined in Section 3.02(e).

            Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-off Date Pool Principal Balance of the Mortgage Loans in such
Loan Group minus the sum of (i) all amounts in respect of principal received in
respect of the Mortgage Loans in such Loan Group (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (ii) the principal portion of all Realized Losses (other than Debt
Service Reductions) incurred on such Mortgage Loans from the Cut-off Date
through the end of the month preceding such Distribution Date.

            Advance:  A Periodic Advance or a Servicing Advance.

            Aggregate  Subordinate  Percentage:  As to any Distribution  Date,
the  aggregate  Class  Certificate  Balance  of the  Subordinate  Certificates
divided by the aggregate Pool Stated Principal Balance for all Loan Groups.

            Agreement:  This Pooling and  Servicing  Agreement  together  with
all amendments hereof and supplements hereto.

            Amount Held for Future Distribution: As to any Distribution Date and
Loan Group, the total of the amounts held in the Servicer Custodial Account at
the close of business on the preceding Determination Date on account of (i)
Principal Prepayments and Liquidation Proceeds received or made on the Mortgage
Loans in such Loan Group in the month of such Distribution Date and (ii)
payments which represent receipt of Monthly Payments on the Mortgage Loans in
such Loan Group in respect of a Due Date or Due Dates subsequent to the related
Due Date.

            Ancillary Income: All prepayment premiums (if any), assumption fees,
late payment charges and all other ancillary income and fees with respect to the
Mortgage Loans.

            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 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 (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 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

                                      -3-
<PAGE>

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.

            Bank  of  America:  Bank  of  America,  National  Association,   a
national banking association, or its successor in interest.

            Book-Entry  Certificate:  Any Class of Certificates other than the
Physical Certificates.

            Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of North Carolina, the State of
New York, the State of Minnesota, each state in which the servicing offices of
the Servicer are located or each state in which the Corporate Trust Office is
located are required or authorized by law or executive order to be closed.

            Buy-Down Account: The separate Eligible Account or Accounts created
and maintained by the Servicer pursuant to Section 3.23.

            Buy-Down Agreement: An agreement governing the application of
Buy-Down Funds with respect to a Buy-Down Mortgage Loan.

            Buy-Down Funds: Money advanced by a builder, seller or other
interested party to reduce a Mortgagor's monthly payment during the initial
years of a Buy-Down Mortgage Loan.

            Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which,
pursuant to a Buy-Down Agreement, the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided from Buy-Down Funds.

            Calculated Principal Distribution:  As defined in Section 5.03(d).

            Certificate: Any of the Banc of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 20 -[__] that are issued pursuant to
this Agreement.

            Certificate Account: The Eligible Account created and maintained by
the Trustee pursuant to Section 3.08(c) in the name of the Trustee for the
benefit of the Certificateholders and designated "Wells Fargo Bank, N.A., in
trust for registered holders of Banc of America Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 20 -[__]." The Certificate Account
shall be deemed to consist of five sub-accounts; one for each Group and a fifth
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 of such Group for the uses and purposes set forth in this
Agreement.

            Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount



                                      -4-
<PAGE>

being equal to the product of the Percentage Interest of such Certificate and
the Class Certificate Balance of the Class of Certificates of which such
Certificate is a part.

            Certificate Custodian: Initially, Wells Fargo Bank, N.A.; thereafter
any other Certificate Custodian acceptable to the Depository and selected by the
Trustee.

            Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.

            Certificate Register: The register maintained pursuant to Section
6.02.

            Certificate Registrar: The registrar appointed pursuant to Section
6.02.

            Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the Servicer or any affiliate thereof shall be deemed not
to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the Trustee
shall not be responsible for knowing that any Certificate is registered in the
name of such an affiliate unless one of its Responsible Officers has actual
knowledge.

            Certification:  As defined in Section 3.22(c).

            Class: As to the Certificates, the Class 1-A-1, Class 1-A-R, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class 3-A-1, Class 4-A-1, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, as the case may be.

            Class 2-A-2 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 2-A-2 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e).

            Class 2-A-3 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 2-A-3 Certificates with respect to such
Distribution Date prior to any reduction for the Class 2-A-3 Loss Allocation
Amount and (b) the Class 2-A-2 Loss Amount with respect to such Distribution
Date.

                                      -5-
<PAGE>

            Class Certificate Balance: With respect to any Class and any date of
determination, and subject to Section 5.03(g), the Initial Class Certificate
Balance of such Class minus the sum of (i) all distributions of principal made
with respect thereto, (ii) all reductions in Class Certificate Balance
previously allocated thereto pursuant to Section 5.03(b) and (iii) in the case
of the Class 2-A-3 Certificates, any reduction allocated thereto pursuant to
Section 5.03(e) plus the sum of (i) all increases in Class Certificate Balance
previously allocated thereto pursuant to Section 5.03(b) and (ii) in the case of
the Class 2-A-3 Certificates, any increases allocated thereto pursuant to
Section 5.03(e).

            Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which Accrued Certificate Interest for
such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of
interest actually distributed on such Class on such Distribution Date pursuant
to clause (i) of the definition of "Interest Distribution Amount."

            Class Unpaid Interest Shortfall: As to any Distribution Date and
each interest-bearing Class, the amount by which the aggregate Class Interest
Shortfalls for such Class on prior Distribution Dates exceeds the amount of
interest actually distributed on such Class on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Interest Distribution Amount."

            Closing Date:  [_______], 20  .

            Code:  The Internal Revenue Code of 1986, as amended.

            Compensating Interest: With respect to each Distribution Date, the
least of (a) the aggregate Servicing Fee for such Distribution Date (before
giving effect to any reduction pursuant to Section 3.17), (b) the Prepayment
Interest Shortfall for such Distribution Date and (c) one-twelfth of [___]% of
the Pool Stated Principal Balances of the Loan Groups. To the extent that the
aggregate Prepayment Interest Shortfall for a Distribution Date exceeds
Compensating Interest, the Compensating Interest for such Distribution Date
shall be allocated among the Loan Groups in proportion to the respective
Prepayment Interest Shortfalls relating to such Loan Groups.

            Conversion Date: The date on which a Mortgage Loan becomes a
Converted Mortgage Loan.

            Converted Mortgage Loan: Any Mortgage Loan as to which the related
Mortgagor has exercised its option pursuant to the related Mortgage Note to
convert the adjustable rate of interest on such Mortgage Loan to a fixed rate of
interest.

            Co-op Shares: Shares issued by private non-profit housing
corporations.

            Corporate Trust Office: The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement is conducted, which office at the date of the
execution of this instrument is located at 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, Attention: Corporate Trust Services - BOAMS 20 -[__], and
for certificate transfer purposes is located at Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services -

                                      -6-
<PAGE>

BOAMS 20 -[__], or at such other address as the Trustee may designate from time
to time by notice to the Certificateholders, the Depositor and the Servicer.

            Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any Person directly or indirectly
controlling or controlled by or under common control of either of them. Neither
the Servicer nor the Depositor, nor 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 the Servicer,
procedures (including collection procedures) that the Servicer customarily
employs and exercises in servicing and administering mortgage loans for its own
account and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.

            Cut-off Date: [_____] 1, 20 .

            Cut-off Date Pool Principal Balance: For each Loan Group the
aggregate of the Cut-off Date Principal Balances of the Mortgage Loans in such
Loan Group which is $[___________] for Loan Group 1, $[____________] for Loan
Group 2, $[___________] for Loan Group 3 and $[___________] for Loan Group 4.

            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 is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-off
Date.

            Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.

            Defective Mortgage Loan: Any Mortgage Loan which is required to be
cured, repurchased or substituted for pursuant to Section 2.02 or 2.04.



                                      -7-
<PAGE>

            Deficient Valuation: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the Servicer 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 Mortgage Securities, Inc., a Delaware
corporation, or its successor in interest, as depositor of the Trust Estate.

            Depository: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.

            Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

            Determination Date: As to any Distribution Date, the 16th day of the
month of the related Distribution Date or, if such 16th day is not a Business
Day, the Business Day immediately preceding such 16th day.

            Distribution  Date:  The  25th  day of  each  month  beginning  in
[____] 20   (or, if such day is not a Business Day, the next Business Day).

            Due Date:  As to any  Distribution  Date and each  Mortgage  Loan,
the first day in the calendar month of such Distribution Date.

            Eligible Account: Any of (i) an account or accounts maintained with
(a) Bank of America, or (b) 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 and to each Rating Agency, the
Certificateholders

                                      -8-
<PAGE>

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, acting in its fiduciary capacity or (iv) any other
account acceptable to each Rating Agency. Eligible Accounts may bear interest
and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee or Bank of America.

            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 3.09(a).

            Escrow Payments: The amounts constituting taxes, assessments,
Primary 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
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.

            Exchange Act: The Securities Exchange Act of 1934, as amended.

            FDIC: The Federal Deposit Insurance 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 Trustee.

            FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended.

            Form 8-K: As defined in Section 3.22(a).

                                      -9-
<PAGE>

            Form 8-K Information: As defined in Section 3.22(d).

            Form 10-D: As defined in Section 3.22(a).

            Form 10-K: As defined in Section 3.22(a).

            Fractional Interest: As defined in Section 5.02(d).

            Gross Margin: As to each Mortgage Loan, the fixed percentage set
forth in the related Mortgage Note and indicated in the Mortgage Loan Schedule
as the "Gross Margin," which percentage is added to the Index on each Rate
Adjustment Date to determine (subject to rounding, the Periodic Cap and the Rate
Ceiling) the Mortgage Interest Rate on such Mortgage Loan until the next Rate
Adjustment Date.

            Group: Any of Group 1, Group 2, Group 3 or Group 4.

            Group 1: The Group 1-A Certificates.

            Group 1 Lower-Tier Rate: A per annum rate equal to the Net WAC for
the Group 1 Mortgage Loans.

            Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1
hereto.

            Group 2: The Group 2-A Certificates.

            Group 2 Lower-Tier Rate: A per annum rate equal to the Net WAC for
the Group 2 Mortgage Loans.

            Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2
hereto.

            Group 3: The Group 3-A Certificates.

            Group 3 Lower-Tier Rate: A per annum rate equal to the Net WAC for
the Group 3 Mortgage Loans.

            Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3
hereto

            Group 4: The Group 4-A Certificates.

            Group 4 Lower-Tier Rate: A per annum rate equal to the Net WAC for
the Group 4 Mortgage Loans.

            Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-4
hereto.

            Group 1-A Certificates: Class 1-A-1 and Class 1-A-R Certificates.

            Group 2-A Certificates: Class 2-A-1, Class 2-A-2 and Class 2-A-3
Certificates.

            Group 3-A Certificates: Class 3-A-1 Certificates.

                                      -10-
<PAGE>

            Group 4-A Certificates:  Class 4-A-1 Certificates.

            Group Subordinate Amount: With respect to any Distribution Date and
any Loan Group, the excess of the Pool Stated Principal Balance for such Loan
Group over the aggregate Class Certificate Balance of the Senior Certificates of
the Related Group immediately prior to such date.

            Holder: A Certificateholder.

            Independent: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor and the Servicer,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Depositor or the Servicer or in an affiliate of either
of them, and (iii) is not connected with the Depositor or the Servicer as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.

            Index: As to any Mortgage Loan and Rate Adjustment Date, a rate per
annum that is defined to be the arithmetic mean of the London interbank offered
rate quotations for one year U.S. Dollar-denominated deposits, as published in
The Wall Street Journal and most recently available either (i) as of the first
Business Day in the month preceding the month of the applicable Rate Adjustment
Date or (ii) forty-five days before the applicable Rate Adjustment Date or, in
the event that such index is no longer available, a substitute index selected by
the Servicer in accordance with the terms of the related Mortgage Note.

            Initial Class Certificate Balance: As to each Class of Certificates,
the Class Certificate Balance set forth in the Preliminary Statement.

            Insurance Policy: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.

            Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.

            Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.

            Interest Accrual Period: As to any Distribution Date and each Class
of Certificates, 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.

            Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class, 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.

                                      -11-
<PAGE>

            Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
Servicer has certified (in accordance with this Agreement) that it has received
all proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.

            Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees and Advances.

            Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3 or Loan
Group 4.

            Loan Group 1: The Group 1 Mortgage Loans.

            Loan Group 2: The Group 2 Mortgage Loans.

            Loan Group 3: The Group 3 Mortgage Loans.

            Loan Group 4: The Group 4 Mortgage Loans.

            Loan-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 the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.

            Lower-Tier Distribution Amount: As defined in Section 5.02(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 (other than amounts held in respect
of the Upper-Tier Certificate Sub-Account), the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.

            MERS: As defined in Section 2.01(b)(iii).

            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.

                                      -12-
<PAGE>

            Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan.

            Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
of interest at which interest accrues on the principal balance of such Mortgage
Loan, as adjusted from time to time in accordance with the provisions of the
related Mortgage Note, which rate is (a) prior to the first Rate Adjustment Date
for each such Mortgage Loan, the initial Mortgage Interest Rate for such
Mortgage Loan indicated on the Mortgage Loan Schedule and (b) from and after
such Rate Adjustment Date, the sum of the Index, as of the Rate Adjustment Date
applicable to such Due Date, and the Gross Margin, rounded as set forth in such
Mortgage Note, subject to the Periodic Cap and the Rate Ceiling applicable to
such Mortgage Loan at any time during the life of such Mortgage Loan.

            Mortgage  Loan  Purchase  Agreement:  The Mortgage  Loan  Purchase
Agreement,  dated [_______],  20 , between Bank of America, as seller, and the
Depositor, as purchaser.

            Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Servicer to reflect the addition of Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans or Convertible Mortgage Loans
pursuant to the provisions of this Agreement) transferred to the Trustee as part
of the Trust Estate and from time to time subject to this Agreement, attached
hereto as Exhibit D-1, Exhibit D-2, Exhibit D-3 and Exhibit D-4, setting forth
the following information with respect to each Mortgage Loan: (i) the Mortgage
Loan identifying number; (ii) a code indicating whether the Mortgaged Property
is owner-occupied; (iii) the property type for each Mortgaged Property; (iv) the
original months to maturity or the remaining months to maturity from the Cut-off
Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage Interest
Rate as of the Cut-off Date; (vii) the date on which the first Monthly Payment
was due on the Mortgage Loan, and, if such date is not the Due Date currently in
effect, such Due Date; (viii) the stated maturity date; (ix) the amount of the
Monthly Payment as of the Cut-off Date; (x) the paid-through date; (xi) the
original principal amount of the Mortgage Loan; (xii) the principal balance of
the Mortgage Loan as of the close of business on the Cut-off Date, after
application of payments of principal due on or before the Cut-off Date, whether
or not collected, and after deduction of any payments collected of scheduled
principal due after the Cut-off Date; (xiii) a code indicating the purpose of
the Mortgage Loan; (xiv) a code indicating the documentation style; (xv) the
Appraised Value; (xvi) the first Rate Adjustment Date; (xvii) the Rate Ceiling;
(xviii) the Periodic Cap; (xix) the Gross Margin; (xx) whether such Mortgage
Loan has an option to convert from an adjustable rate of interest to a fixed
rate of interest; and (xxi) the closing date of such Mortgage Loan. With respect
to the Mortgage Loans in each Loan Group in the aggregate, the Mortgage Loan
Schedule shall set forth the following information, as of the Cut-off Date: (i)
the number of Mortgage Loans; (ii) the current aggregate outstanding principal
balance of the Mortgage Loans; (iii) the weighted average Mortgage Interest Rate
of the Mortgage Loans; and (iv) the weighted average months to maturity of the
Mortgage Loans.

            Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.



                                      -13-
<PAGE>

            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 Co-op Shares or residential long-term leases.

            Mortgagor: The obligor on a Mortgage Note.

            Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by (i)
the Servicing Fee Rate and (ii) the Trustee Fee Rate.

            Net WAC: As to any Loan Group and any Distribution Date, the
weighted average of the Net Mortgage Interest Rates of the Mortgage Loans in
such Loan Group (based on the Stated Principal Balances of the Mortgage Loans in
such Loan Group on the Due Date in the month preceding the month of such
Distribution Date).

            Non-Supported Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds
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 Servicer, will not or,
in the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, or other recoveries in respect
of the related Mortgage Loan.

            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
Servicer, as the case may be, and delivered to the Trustee.

            Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor or the Servicer, except that any
opinion of counsel relating to the qualification of the Trust Estate as two
separate REMICs or compliance with the REMIC Provisions must be an opinion of
Independent counsel.

                                      -14-
<PAGE>

            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              [___]%
                       Class B-2              [___]%
                       Class B-3              [___]%
                       Class B-4              [___]%
                       Class B-5              [___]%
                       Class B-6               0.00%

            Original Subordinate Class Certificate Balance:  $[________].

            OTS: The Office of Thrift Supervision.

            Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due Date and which
was not purchased from the Trust prior to such Due Date pursuant to Section
2.02, 2.04 or 2.09.

            Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.

            Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth or described in the Preliminary
Statement.

            Paying Agent: As defined in Section 9.13.

            Percentage Interest: As to any Certificate, the percentage obtained
by dividing the initial Certificate Balance of such Certificate by the Initial
Class Certificate Balance of the Class of which such Certificate is a part.

            Periodic Advance: The payment required to be made by the Servicer
with respect to any Distribution Date pursuant to Section 3.20, the amount of
any such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) that were due
on the related Due Date and not received as of the close of business on the
related Determination Date, less the aggregate amount of any such delinquent
payments that the Servicer has determined would constitute a Nonrecoverable
Advance if advanced.

            Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate for each Rate Adjustment Date specified
in the applicable Mortgage Note and designated as such in the Mortgage Loan
Schedule.

            Permitted Investments: One or more of the following:

                  (i) obligations of or guaranteed as to principal and interest
            by the United States, Freddie Mac, Fannie Mae or any agency or
            instrumentality of the United States when such obligations are
            backed by the full faith and credit of the

                                      -15-
<PAGE>

            United States; provided that such obligations of Freddie Mac or
            Fannie Mae 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 "[___]" by
            [_______] and "[___]" by [_______];

                  (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 "[___]" by
            [_______] and "[___]" by [_______];

                  (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
            "[___]" by [_______] and "[___]" by [_______];

                  (v) investments in money market funds (including funds of the
            Trustee or its affiliates, or funds for which an affiliate of the
            Trustee acts as advisor, as well as funds for which the Trustee and
            its affiliates may receive compensation) rated either "[___]" by
            [_______] (if rated by [_______]) and [___] by [_______] or
            otherwise approved in writing by each Rating Agency; and

                  (vi) other obligations or securities that are acceptable to
            each Rating Agency and, as evidenced by an Opinion of Counsel
            obtained by the Servicer, will not affect the qualification of the
            Trust Estate as two separate 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)

                                      -16-
<PAGE>

(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 the 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 Person, and (vi)
any other Person so designated by the 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 the 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 B-4, Class B-5 and
Class B-6 Certificates.

            Plan: As defined in Section 6.02(e).

            Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the
Servicing Fee) and the principal portion of any Monthly Payment on a Mortgage
Loan in such Loan Group due on the Due Date in the month in which such
Distribution Date occurs and which is received prior to the related
Determination Date and (B) all Periodic Advances and payments of Compensating
Interest made by the Servicer in respect of such Loan Group and Distribution
Date deposited to the Servicer Custodial Account pursuant to Section
3.08(b)(vii); (ii) all Liquidation Proceeds received on the Mortgage Loans in
such Loan Group during the preceding calendar month and deposited to the
Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans in such Loan Group during the month
preceding the month of such Distribution Date and deposited to the Servicer
Custodial Account pursuant to Section 3.08(b)(i) during such period; (iv) in
connection with Defective Mortgage Loans in such Loan Group or Converted
Mortgage Loans, as applicable, the aggregate of the Repurchase Prices and
Substitution Adjustment Amounts deposited on the related Remittance Date
pursuant to Section 3.08(b)(vi); (v) any other amounts in the Servicer Custodial
Account deposited therein pursuant to Sections 3.08(b)(iv), (v) and (ix) in
respect of such Distribution Date and such Loan Group; (vi) any Reimbursement
Amount required to be included pursuant to Section 5.02(a) and (vii) any
Recovery with respect to such Distribution Date over (b) any (i) amounts
permitted to be withdrawn from the Servicer Custodial Account pursuant to
clauses (i) through (vii), inclusive, of Section 3.11(a) in respect of such Loan
Group and (ii) amounts permitted to be withdrawn from the Certificate Account
pursuant to clause (ii) of Section 3.11(b) in respect of such Loan Group.

            Pool Stated Principal Balance: As to any Distribution Date and Loan
Group, the aggregate Stated Principal Balance of all Mortgage Loans in such Loan
Group that were Outstanding Mortgage Loans immediately following the Due Date in
the month preceding the month in which such Distribution Date occurs.

                                      -17-
<PAGE>

            Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.

            Primary 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 Fannie Mae or Freddie Mac.

            Principal Amount: As to any Distribution Date and Loan Group, the
sum of (i) the sum of (a) the principal portion of each Monthly Payment due on
each Mortgage Loan in such Loan Group on the related Due Date, (b) the Stated
Principal Balance, as of the date of repurchase, of each Mortgage Loan in such
Loan Group that was repurchased by the Depositor pursuant to this Agreement
received during the calendar month preceding the month of such Distribution
Date, (c) any Substitution Adjustment Amount in connection with a Defective
Mortgage Loan in such Loan Group received during the calendar month preceding
the month of such Distribution Date, (d) any Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in such Loan Group that are not yet
Liquidated Mortgage Loans received during the calendar month preceding the month
of such Distribution Date, (e) with respect to each Mortgage Loan in such Loan
Group that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
(excluding Excess Proceeds) allocable to principal received with respect to such
Mortgage Loan during the calendar month preceding the month of such Distribution
Date and (f) all Principal Prepayments on the Mortgage Loans in such Loan Group
received during the calendar month preceding the month of such Distribution
Date; and (ii) the Recovery for such Distribution Date.

            Principal Prepayment: Any payment or other recovery of principal on
a Mortgage Loan (other than Liquidation Proceeds) which is received in advance
of its scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.

            Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.

            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, the portion of the Subordinate Principal Distribution
Amounts allocable to such Class, equal to the sum of (i) the product of the
amounts determined in accordance with clause (i) of the Subordinate Principal
Distribution Amounts and a fraction, the numerator of which is the related Class
Certificate Balance thereof and the denominator of which is the aggregate Class
Certificate Balance of the Subordinate Certificates and (ii) if such class is
not a Restricted Class, the product of the amounts determined in accordance with
clause (ii) of the Subordinate Principal Distribution Amounts for such
Distribution Date and a fraction, the numerator of which is the related Class
Certificate Balance thereof and the denominator of which is the aggregate Class

                                      -18-
<PAGE>

Certificate Balance of the Subordinate Certificates that are not Restricted
Classes. The Pro Rata Share of a Restricted Class shall be 0% with respect to
clause (ii) hereof.

            Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of Fannie Mae or Freddie Mac.

            Rate Adjustment Date: As to each Mortgage Loan, the Due Date on
which date an adjustment to the Mortgage Interest Rate of such Mortgage Loan
becomes effective under the related Mortgage Note, which Due Date is the date
set forth in the Mortgage Loan Schedule as the first Rate Adjustment Date and
each subsequent anniversary thereof.

            Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted
under the related Mortgage Note.

            Rating Agency: Each of [_______] and [_______]. If either such
organization or a successor is no longer in existence, "Rating Agency" shall be
such nationally recognized statistical rating organization, or other comparable
Person, as is designated by the Depositor, notice of which designation shall be
given to the Trustee. 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.

            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: As to any Distribution Date and Loan Group, the sum of all
amounts received during the calendar month preceding the month of such
Distribution Date on each

                                      -19-
<PAGE>

Mortgage Loan in such Loan Group subsequent to such Mortgage Loan being
determined to be a Liquidated Mortgage Loan.

            Refinance Mortgage Loan: Any Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.

            Regular  Certificates:  As  defined in the  Preliminary  Statement
hereto.

            Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Securities and Exchange Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg.
1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Securities and Exchange
Commission, or as may be provided by the Securities and Exchange Commission or
its staff from time to time.

            Reimbursement Amount: As defined in Section 2.04.

            Related Group: For Loan Group 1, Group 1; for Loan Group 2, Group 2;
for Loan Group 3, Group 3; and for Loan Group 4, Group 4.

            Related Loan Group: For Group 1, Loan Group 1; for Group 2, Loan
Group 2; for Group 3, Loan Group 3; and for Group 4, Loan Group 4.

            Relevant Servicing Criteria: The Servicing Criteria applicable to
the various parties, as set forth on Exhibit Q attached hereto. For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria. With respect to a Servicing Function Participant
engaged by the Trustee or the Servicer, the term "Relevant Servicing Criteria"
may refer to a portion of the Relevant Servicing Criteria applicable to the
Servicer or the Trustee.

            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 as that term is defined in Section 2.07.

                                      -20-
<PAGE>

            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: As to any Distribution Date, by 2:00 p.m. Eastern
time on the Business Day immediately preceding such Distribution Date.

            REO Disposition Period:  As defined in Section 3.14.

            REO Proceeds: Proceeds, net of any related expenses of the Servicer,
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.

            REO Property: A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.

            Reportable Event:  As defined in Section 3.22(d).

            Repurchase Price: As to any Defective Mortgage Loan repurchased on
any date pursuant to Section 2.02 or 2.04 and, as to any Converted Mortgage Loan
repurchased on any date pursuant to Section 2.09, an amount equal to the sum of
(i) the unpaid principal balance thereof and (ii) the unpaid accrued interest
thereon at the applicable Mortgage Interest Rate from the Due Date to which
interest was last paid by the Mortgagor to the first day of the month following
the month in which such Mortgage Loan became eligible to be repurchased.

            Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian on behalf of the Trustee, substantially
in the form of Exhibit E.

            Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.

            Residual Certificate:  The Class 1-A-R Certificate.

            Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement.

            Restricted Classes:  As defined in Section 5.02(d).

            Seller:  Bank of America, a national banking  association,  or its
successor  in  interest,  as seller of the  Mortgage  Loans under the Mortgage
Loan Purchase Agreement.

                                      -21-
<PAGE>

            Senior Certificates: The Class 1-A-1, Class 1-A-R, Class 2-A-1,
Class 2-A-2, Class 2-A-3, Class 3-A-1 and Class 4-A-1 Certificates.

            Senior Credit Support Depletion Date: The date on which the
aggregate Class Certificate Balance of the Subordinate Certificates is reduced
to zero.

            Senior Percentage: With respect to any Distribution Date and Loan
Group, the percentage, carried six places rounded up, obtained by dividing (i)
the aggregate Class Certificate Balance of the Senior Certificates of the
Related Group immediately prior to such Distribution Date by (ii) the Pool
Stated Principal Balance of such Loan Group immediately prior to such
Distribution Date.

            Senior Prepayment Percentage: For any Distribution Date and Loan
Group during the seven years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Distribution Date and Loan Group occurring
on or after the seventh anniversary of the first Distribution Date will, except
as provided herein, be as follows: for any Distribution Date in the first year
thereafter, the Senior Percentage for such Loan Group plus 70% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the second year thereafter, the Senior Percentage for such
Loan Group plus 60% of the Subordinate Percentage for such Loan Group for such
Distribution Date; for any Distribution Date in the third year thereafter, the
Senior Percentage for such Loan Group plus 40% of the Subordinate Percentage for
such Loan Group for such Distribution Date; for any Distribution Date in the
fourth year thereafter, the Senior Percentage for such Loan Group plus 20% of
the Subordinate Percentage for such Loan Group for such Distribution Date; and
for any Distribution Date in the fifth or later years thereafter, the Senior
Percentage for such Loan Group for such Distribution Date, unless (i) on any of
the foregoing Distribution Dates the Total Senior Percentage exceeds the initial
Total Senior Percentage, in which case the Senior Prepayment Percentage for Loan
Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 for such Distribution Date
will once again equal 100%, (ii) on any Distribution Date before the
Distribution Date occurring in [____] 20 , the Aggregate Subordinate Percentage
for such Distribution Date is greater than or equal to twice the initial
Aggregate Subordinate Percentage, in which case the Senior Prepayment Percentage
for Loan Group 1 for such Distribution Date will equal the Senior Percentage for
Loan Group 1 plus 50% of the Subordinate Percentage for Loan Group 1, the Senior
Prepayment Percentage for Loan Group 2 for such Distribution Date will equal the
Senior Percentage for Loan Group 2 plus 50% of the Subordinate Percentage for
Loan Group 2, the Senior Prepayment Percentage for such Distribution Date will
equal the Senior Percentage for Loan Group 3 plus 50% of the Subordinate
Percentage for Loan Group 3 and the Senior Prepayment Percentage for Loan Group
4 for such Distribution Date will equal the Senior Percentage for Loan Group 4
plus 50% of the Subordinate Percentage for Loan Group 4, or (iii) on any
Distribution Date occurring on or after the Distribution Date in [____] 20 , the
Aggregate Subordinate Percentage for such Distribution Date is greater than or
equal to twice the initial Aggregate Subordinate Percentage, in which case the
Senior Prepayment Percentage for Loan Group 1 for such Distribution Date will
equal the Senior Percentage for Loan Group 1, the Senior Prepayment Percentage
for Loan Group 2 for such Distribution Date will equal the Senior Percentage for
Loan Group 2, the Senior Prepayment Percentage for Loan Group 3 for such
Distribution Date will equal the Senior Percentage for Loan Group 3 and the
Senior Prepayment Percentage for Loan Group 4 for such Distribution Date will
equal the Senior Percentage for Loan Group 4. Notwithstanding the foregoing, no
decrease in the share of the applicable

                                      -22-
<PAGE>

Subordinate Percentage (for calculating the applicable Senior Prepayment
Percentage for any Loan Group) will occur and the Senior Prepayment Percentage
for all Loan Groups will be calculated without regard to clause (ii) or (iii) in
the preceding sentence unless both of the Senior Step Down Conditions are
satisfied.

            Senior Principal Distribution Amount: As to any Distribution Date
and Loan Group, the sum of (i) the Senior Percentage for such Loan Group of the
amounts described in clauses (i)(a) through (d) of the definition of "Principal
Amount" for such Distribution Date and Loan Group and (ii) the Senior Prepayment
Percentage for such Loan Group of the amounts described in clauses (i)(e) and
(f) and the amount described in clause (ii) of the definition of "Principal
Amount" for such Distribution Date and Loan Group.

            Senior Step Down Conditions: As of any Distribution Date as to which
any decrease in the Senior Prepayment Percentage for any Loan Group applies, (i)
the outstanding principal balance of all Mortgage Loans (including, for this
purpose, any Mortgage Loans in foreclosure or any REO Property and any Mortgage
Loan for which the Mortgagor has filed for bankruptcy 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 Class Certificate
Balance set forth below:

                                                Percentage of
                                          Original Subordinate Class
Distribution Date Occurring                  Certificate Balance
---------------------------                  -------------------

[____] 20   through [_____] 20                      [___]%

[____] 20   through [_____] 20                      [___]%

[____] 20   through [_____] 20                      [___]%

[____] 20   through [_____] 20                      [___]%

[____] 20   through [_____] 20                      [___]%

[____] 20   and thereafter                          [___]%

            Servicer: Bank of America, a national banking association, or its
successor in interest, in its capacity as servicer of the Mortgage Loans, or any
successor servicer appointed as herein provided.

            Servicer Advance Date: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Business Day immediately preceding such Distribution Date.

            Servicer Custodial Account: The separate Eligible Account or
Accounts created and maintained by the Servicer pursuant to Section 3.08(b).

                                      -23-
<PAGE>

            Servicer Custodial Account Reinvestment Income: For each
Distribution Date, all income and gains net of any losses realized since the
preceding Distribution Date from Permitted Investments of funds in the Servicer
Custodial Account.

            Servicer's Certificate: The monthly report required by Section 4.01.

            Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its
servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses reimbursable
to the Servicer pursuant to Section 3.14 and any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under Section 3.12.

            Servicing Compensation: With respect to each Distribution Date, the
sum of (i) the aggregate Servicing Fee for such Distribution Date subject to
reduction as provided in Section 3.17, (ii) any Ancillary Income, (iii) Excess
Proceeds for the preceding month and (iv) the Servicer Custodial Account
Reinvestment Income for such Distribution Date.

            Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time, which as of
the Closing Date are listed on Exhibit Q hereto.

            Servicing Fee: With respect to each Mortgage Loan and Distribution
Date, the amount of the fee payable to the Servicer, which shall, for such
Distribution Date, be equal to one-twelfth of the product of the Servicing Fee
Rate with respect to such Mortgage Loan and the Stated Principal Balance of such
Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the
same Stated Principal Balance and period respecting which any related interest
payment on a Mortgage Loan is computed. The Servicer's right to receive the
Servicing Fee is limited to, and payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds and
other proceeds, to the extent permitted by Section 3.11) of related Monthly
Payments collected by the Servicer, or as otherwise provided under Section 3.11.

            Servicing Fee Rate: With respect to each Group 1 Mortgage Loan,
[___]% per annum, and with respect to each Group 2 Mortgage Loan, Group 3
Mortgage Loan and Group 4 Mortgage Loan, [___]% per annum.

            Servicing File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit J hereto, and any additional documents required to be
added to the Servicing File pursuant to the Agreement.

            Servicing Function Participant: Any affiliate, third party vendor or
Subservicer engaged by the Servicer or the Trustee that is participating in the
servicing function with respect to the Mortgage Loans, within the meaning of
Item 1122 of Regulation AB.

            Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee by the
Servicer, as such list may from time to time be amended.

                                      -24-
<PAGE>

            Servicing Transfer Costs: All reasonable costs and expenses incurred
by the Trustee in connection with the transfer of servicing from a predecessor
servicer, including, without limitation, 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 Trustee to correct
any errors or insufficiencies in the servicing data or otherwise to enable the
Trustee to service the Mortgage Loans properly and effectively.

            Similar Law: As defined in Section 6.02(e).

            Sponsor: Bank of America, National Association.

            Stated Principal Balance: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the Due Date immediately
preceding 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 Balance Ratio: As of any date of determination, the
ratio among the principal balances of the Class 1-LS Interest, Class 2-LS
Interest, Class 3-LS Interest and the Class 4-LS Interest, equal to the ratio
among the Group Subordinate Amount of Loan Group 1, the Group Subordinate Amount
of Loan Group 2, the Group Subordinate Amount for Loan Group 3 and the Group
Subordinate Amount of Loan Group 4.

            Subordinate Certificates: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.

            Subordinate Percentage: As of any Distribution Date and Loan Group,
100% minus the Senior Percentage for such Loan Group for such Distribution Date.

            Subordinate Prepayment Percentage: As to any Distribution Date and
Loan Group, 100% minus the Senior Prepayment Percentage for such Loan Group for
such Distribution Date.

            Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the sum of (i) the
Subordinate Percentage for such Loan Group of all amounts described in clauses
(i)(a) through (d) of the definition of "Principal Amount" for such Distribution
Date and Loan Group and (ii) the Subordinate Prepayment Percentage of the
amounts described in clauses (i)(e) and (f) and the amount described in clause
(ii) of the definition of "Principal Amount" for such Distribution Date and Loan
Group.

            Subservicer: Any Person with which the Servicer has entered into a
Subservicing Agreement and which satisfies the requirements set forth therein.

            Subservicing Agreement: Any subservicing agreement (which, in the
event the Subservicer is an affiliate of the Servicer, need not be in writing)
between the Servicer and any

                                      -25-
<PAGE>

Subservicer relating to servicing and/or administration of certain Mortgage
Loans as provided in Section 3.02.

            Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the date of such substitution (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Monthly Payment due in the month of substitution, not in excess of, and not more
than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan;
(ii) have a Net Mortgage Interest Rate equal to that of the Defective Mortgage
Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective
Mortgage Loan; (iv) have a Gross Margin equal to that of the Defective Mortgage
Loan; (v) have a Periodic Cap and Rate Ceiling equal to that of the Defective
Mortgage Loan; (vi) have the same Index and frequency of mortgage interest rate
adjustment as the Deleted Mortgage Loan; (vii) have a remaining term to maturity
not greater than (and not more than one year less than) that of the Defective
Mortgage Loan; and (viii) comply with each Mortgage Loan representation and
warranty set forth in this Agreement relating to the Defective Mortgage Loan.
More than one Substitute Mortgage Loan may be substituted for a Defective
Mortgage Loan if such Substitute Mortgage Loans meet the foregoing attributes in
the aggregate.

            Substitution Adjustment Amount:  As defined in Section 2.02.

            Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulation
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.

            Total Senior Percentage: With respect to any Distribution Date, the
percentage, carried six places rounded up, obtained by dividing the aggregate
Class Certificate Balance of the Senior Certificates immediately prior to such
Distribution Date by the aggregate Pool Stated Principal Balance of all Loan
Groups for such Distribution Date.

            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.

            Trust Estate: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as shall from
time to time be identified as deposited in the Servicer Custodial Account or the
Certificate Account, in accordance with this Agreement, REO Property, the
Primary Insurance Policies, any other Required Insurance Policy and the right to
receive amounts, if any, payable on behalf of any Mortgagor from the Buy-Down
Account relating to any Buy-Down Mortgage Loan. The Buy-Down Account shall not
be part of the Trust Estate.

            Trustee:  Wells Fargo Bank,  N.A., and any  successors-in-interest
and,  if a  successor  trustee is  appointed  hereunder,  such  successor,  as
trustee.

            Trustee Fee: As to any Distribution Date and Loan Group, an amount
equal to one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated
Principal Balance of the

                                      -26-
<PAGE>

Mortgage Loans in the Related Loan Group immediately following the Due Date in
the month preceding the month in which such Distribution Date occurs.

            Trustee Fee Rate:  With  respect to each  Mortgage  Loan,  [____]%
per annum.

            Uncertificated Lower-Tier Interest: A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class 1-L Interest, Class 1-LS Interest, Class 2-L Interest, Class 2-LS
Interest, Class 3-L Interest, Class 3-LS Interest, Class 4-L Interest and Class
4-LS Interest are Uncertificated Lower-Tier Interests.

            Underwriting  Guidelines:  The underwriting  guidelines of Bank of
America.

            Unscheduled Principal Amount: As to any Distribution Date and Loan
Group, the sum of (a) with respect to each Mortgage Loan in such Loan Group that
became a Liquidated Mortgage Loan during the calendar month preceding the month
of such Distribution Date, the amount of Liquidation Proceeds (excluding Excess
Proceeds) allocable to principal received with respect to such Mortgage Loan
during the calendar month preceding the month of such Distribution Date and (b)
all Principal Prepayments on the Mortgage Loans in such Loan Group received
during the calendar month preceding the month of such Distribution Date.

            Upper-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Trustee pursuant to Section 3.08(f).

            Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be deemed to be held in the Upper-Tier
Certificate Sub-Account.

            U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).

            Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holder of
the Residual Certificate and (b) 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.

            Section 1.02 Interest Calculations. All calculations of interest
will be made on a 360-day year consisting of twelve 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded down.

                                      -27-
<PAGE>

            Section 1.03 Fiscal Year. The fiscal year of the Trust will be the
calendar year.

                                   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, 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 foregoing sale, transfer, assignment and set
over does not and is not intended to result in a creation of an assumption by
the Trustee of any obligation of the Depositor or any other Person in connection
with the Mortgage Loans or any agreement or instrument relating thereto, except
as specifically set forth herein. It is agreed and understood by the parties
hereto that it is not intended that any mortgage loan be included in the Trust
that is a "High-Cost Home Loan" as defined in any of (i) the New Jersey Home
Ownership Act effective November 27, 2003, (ii) the New Mexico Home Loan
Protection Act, effective January 1, 2004, (iii) the Massachusetts Predatory
Home Loan Practices Act effective November 7, 2004 or (iv) the Indiana Home Loan
Practices Act, effective January 1, 2005.

            (b) In connection with such transfer and assignment, the Depositor
shall deliver or cause to be delivered to the Trustee, for the benefit of the
Certificateholders, the following documents or instruments with respect to each
Mortgage Loan so assigned:

            (i) the original Mortgage Note, endorsed by manual or facsimile
      signature in the following form: "Pay to the order of Wells Fargo Bank,
      N.A., as trustee for the holders of the Banc of America Mortgage
      Securities, Inc. Mortgage Pass-Through Certificates, Series 20 -[__],
      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);

            (ii) except as provided below, the original recorded Mortgage with
      evidence of a recording thereon, or if any such Mortgage has not been
      returned from the applicable recording office or has been lost, or if such
      public recording office retains the original recorded Mortgage, a copy of
      such Mortgage certified by the Depositor 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 "Wells Fargo Bank, N.A., as trustee for
      the holders of the Banc of America Mortgage Securities, Inc. Mortgage
      Pass-Through Certificates, Series 20 -[__]" (which may be included in a
      blanket assignment or assignments), together with, except as provided
      below, originals of all interim recorded assignments of such mortgage or a
      copy of such interim assignment certified by the Depositor as being a true

                                      -28-
<PAGE>

      and complete copy of the original recorded intervening assignments of
      Mortgage (each such assignment, when duly and validly completed, to be in
      recordable form and sufficient to effect the assignment of and transfer to
      the assignee thereof, under the Mortgage to which the assignment relates);
      provided that, if the related Mortgage has not been returned from the
      applicable public recording office, such Assignment of Mortgage may
      exclude the information to be provided by the recording office; and
      provided, further, if the related Mortgage has been recorded in the name
      of Mortgage Electronic Registration Systems, Inc. ("MERS") or its
      designee, no Assignment of Mortgage in favor of the Trustee will be
      required to be prepared or delivered and instead, the Servicer shall take
      all actions as are necessary to cause the Trust to be shown as the owner
      of the related Mortgage Loan on the records of MERS for purposes of the
      system of recording transfers of beneficial ownership of mortgages
      maintained by MERS;

            (iv) the originals of all assumption, modification, consolidation or
      extension agreements, if any, with evidence of recording thereon, if any;

            (v) any of (A) the original or duplicate original mortgagee title
      insurance policy and all riders thereto; (B) a title search showing no
      lien (other than standard exceptions of the type described in Section
      2.04(viii)) 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 Co-op Shares, the originals
      of the following documents or instruments:

                  (A) The stock certificate;

                  (B) The stock power executed in blank;

                  (C) The executed proprietary lease;

                  (D) The executed recognition agreement;

                  (E) The executed assignment of recognition agreement, if any;

                                      -29-
<PAGE>

                  (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), the
Depositor has delivered to the Trustee a copy of such Assignment of Mortgage in
blank and has caused the Servicer to retain the completed Assignment of Mortgage
for recording as described below, unless such Mortgage has been recorded in the
name of MERS or its designee. In addition, if the Depositor is unable to deliver
or cause the delivery of any original Mortgage Note due to the loss of such
original Mortgage Note, the Depositor may deliver a copy of such Mortgage Note,
together with a lost note affidavit, and shall thereby be deemed to have
satisfied the document delivery requirements of this Section 2.01(b).

            If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy, if any, (together with all riders thereto) satisfying
the requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy, if
any, has not been delivered to either the Servicer or the Depositor by the
applicable title insurer in the case of clause (v) above, the Depositor shall
promptly deliver or cause to be delivered to the Trustee or the Custodian on
behalf of the Trustee, in the case of clause (ii), (iii) or (iv) above, such
Mortgage, such interim assignment or such assumption, modification,
consolidation or extension agreement, as the case may be, with evidence of
recording indicated thereon upon receipt thereof from the public recording
office, but in no event shall any such delivery of any such documents or
instruments be made later than one year following the Closing Date, unless, in
the case of clause (ii), (iii) or (iv) above, there has been a continuing delay
at the applicable recording office or, in the case of clause (v), there has been
a continuing delay at the applicable insurer and the Depositor has delivered the
Officer's Certificate to such effect to the Trustee. The Depositor shall forward
or cause to be forwarded to the Trustee (1) from time to time additional
original documents evidencing an assumption or modification of a Mortgage Loan
and (2) any other documents required to be delivered by the Depositor or the
Servicer to the Trustee or the Custodian on the Trustee's behalf. In the event
that the original Mortgage is not delivered and in connection with the payment
in full of the related Mortgage Loan the public recording office requires the
presentation of a "lost instruments affidavit and indemnity" or any equivalent
document, because only a copy of the Mortgage can be delivered with the
instrument of satisfaction or reconveyance, the Servicer shall prepare, execute
and deliver or cause to be prepared, executed and delivered, on behalf of the
Trust, such a document to the public recording office.

            As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the Servicer shall
(except for any Mortgage which has been recorded in the name of MERS or its
designee) (i) cause each Assignment of Mortgage to be in

                                      -30-
<PAGE>

proper form for recording in the appropriate public office for real property
records within 30 days of the Closing Date and (ii) at the Depositor's expense,
cause to be delivered for recording in the appropriate public office for real
property records the Assignments of the Mortgages to the Trustee, except that,
with respect to any Assignment of a Mortgage as to which the Servicer has not
received the information required to prepare such assignment in recordable form,
the Servicer's obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in any
event within 30 days after the receipt thereof and, no recording of an
Assignment of Mortgage will be required in a state if either (i) the Depositor
furnishes to the Trustee an unqualified Opinion of Counsel reasonably acceptable
to the Trustee to the effect that recordation of such assignment is not
necessary under applicable state law to preserve the Trustee's interest in the
related Mortgage Loan against the claim of any subsequent transferee of such
Mortgage Loan or any successor to, or creditor of, the Depositor or the
originator of such Mortgage Loan or (ii) the recordation of an Assignment of
Mortgage in such state is not required by either Rating Agency in order to
obtain the initial ratings on the Certificates on the Closing Date. Set forth on
Exhibit L attached hereto is a list of all states where recordation is required
by either Rating Agency to obtain the initial ratings of the Certificates. The
Trustee may rely and shall be protected in relying upon the information
contained in such Exhibit L.

            In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause the Servicer
to deposit in the Servicer Custodial Account the portion of such payment that is
required to be deposited in the Servicer Custodial Account pursuant to Section
3.08.

            Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or the Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate, 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 the Custodian to deliver to the Depositor, the Trustee
and the Servicer a certification in the form of Exhibit M hereto (the "Initial
Certification") to the effect that, except as may be specified in a list of
exceptions attached thereto, it has received the original Mortgage Note relating
to each of the Mortgage Loans listed on the Mortgage Loan Schedule.

            Within 90 days after the execution and delivery of this Agreement,
the Trustee shall review, or cause the Custodian to review, the Mortgage Files
in its possession, and shall deliver to the Depositor, the Trustee and the
Servicer a certification in the form of Exhibit N hereto (the ("Final
Certification") to the effect that, as to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as may be specified in a list of exceptions
attached to such Final Certification, such Mortgage File contains all of the
items required to be delivered pursuant to Section 2.01(b).

            If, in the course of such review, the Trustee or the Custodian finds
any document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01 or is omitted from such Mortgage File, the Trustee
shall promptly so notify the Servicer and the

                                      -31-
<PAGE>

Depositor, or shall cause the Custodian to promptly so notify the Servicer and
the Depositor. In performing any such review, the Trustee or the Custodian may
conclusively rely on the purported genuineness of any such document and any
signature thereon. It is understood that the scope of the Trustee's or the
Custodian's review of the Mortgage Files is limited solely to confirming that
the documents listed in Section 2.01 have been received and further confirming
that any and all documents delivered pursuant to Section 2.01 appear on their
face to have been executed and relate to the 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 the 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. 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 either (a) substitute
for the related Mortgage Loan a Substitute Mortgage Loan, which substitution
shall be accomplished in the manner and subject to the conditions set forth
below or (b) purchase such Mortgage Loan from the Trustee at the Repurchase
Price for such Mortgage Loan; provided, however, that in no event shall such a
substitution occur more than two years from the Closing Date; provided, further,
that such substitution or repurchase shall 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.

            With respect to each Substitute Mortgage Loan the Depositor shall
deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage
Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage
which has been recorded in the name of MERS or its designee), and such other
documents and agreements as are otherwise required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to any such
Substitute Mortgage Loan in the month of substitution shall not be part of the
Trust Estate and will be retained by the Depositor. For the month of
substitution, distributions to Certificateholders will include the Monthly
Payment due for such month on any Defective Mortgage Loan for which the
Depositor has substituted a Substitute Mortgage Loan.

            The Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each Mortgage Loan that has
become a Defective Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee and the Custodian. Upon such substitution, each Substitute
Mortgage Loan shall be subject to the terms of this Agreement in all respects,
and the Depositor 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 Section 2.04. Upon any such
substitution and the deposit to the Servicer Custodial Account of any required
Substitution Adjustment Amount (as described in the next paragraph) and receipt
of a Request for Release, the Trustee shall release, or shall direct the
Custodian to release, the Mortgage File relating to such Defective Mortgage Loan
to the Depositor and shall execute and deliver at the Depositor's direction such
instruments of transfer or assignment

                                      -32-
<PAGE>

prepared by the Depositor, in each case without recourse, as shall be necessary
to vest title in the Depositor, or its designee, to the Trustee's interest in
any Defective Mortgage Loan substituted for pursuant to this Section 2.02.

            For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
(if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans in a Loan Group as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Defective Mortgage Loans in such
Loan Group (after application of the principal portion of the Monthly Payments
due in the month of substitution) (the "Substitution Adjustment Amount" for such
Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances
with respect to such Defective Mortgage Loans shall be deposited into the
Servicer Custodial Account by the Depositor on or before the Remittance Date for
the Distribution Date in the month succeeding the calendar month during which
the related Mortgage Loan is required to be purchased or replaced hereunder.

            The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. The Servicer shall promptly deliver
to the Trustee, upon the execution or, in the case of documents requiring
recording, receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into the Servicer's possession from time
to time.

            It is understood and agreed that the obligation of the Depositor to
substitute for or to purchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee and any Certificateholder against the Depositor.

            The Trustee or the 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 has been provided in lieu of a title policy for any Mortgage Loan, the
Trustee shall only be responsible for confirming that a title search or opinion
of counsel has been provided for such Mortgage Loan and shall not be deemed to
have certified that the content of such title search or opinion of counsel is
sufficient to meet the requirements of Section 2.01(b)(v).

            Section 2.03 Representations and Warranties of the Servicer. The
Servicer hereby makes the following representations and warranties to the
Depositor and the Trustee, as of the Closing Date:

            (i) The Servicer is a national banking association duly organized,
      validly existing, and in good standing under the federal laws of the
      United States of America and has all licenses necessary to carry on its
      business as now being conducted and is licensed,

                                      -33-
<PAGE>

      qualified and in good standing in each of the states where a Mortgaged
      Property is located if the laws of such state require licensing or
      qualification in order to conduct business of the type conducted by the
      Servicer. The Servicer has power and authority to execute and deliver this
      Agreement and to perform in accordance herewith; the execution, delivery
      and performance of this Agreement (including all instruments of transfer
      to be delivered pursuant to this Agreement) by the Servicer and the
      consummation of the transactions contemplated hereby have been duly and
      validly authorized. This Agreement, assuming due authorization, execution
      and delivery by the other parties hereto, evidences the valid, binding and
      enforceable obligation of the Servicer, subject to applicable law except
      as enforceability may be limited by (A) bankruptcy, insolvency,
      liquidation, receivership, moratorium, reorganization or other similar
      laws affecting the enforcement of creditors' rights generally or creditors
      of national banks and (B) general principles of equity, whether
      enforcement is sought in a proceeding in equity or at law. All requisite
      corporate action has been taken by the Servicer to make this Agreement
      valid and binding upon the Servicer in accordance with its terms.

            (ii) No consent, approval, authorization or order is required for
      the transactions contemplated by this Agreement from any court,
      governmental agency or body, or federal or state regulatory authority
      having jurisdiction over the Servicer is required or, if required, such
      consent, approval, authorization or order has been or will, prior to the
      Closing Date, be obtained.

            (iii) The consummation of the transactions contemplated by this
      Agreement are in the ordinary course of business of the Servicer and will
      not result in the breach of any term or provision of the charter or
      by-laws of the Servicer or result in the breach of any term or provision
      of, or conflict with or constitute a default under or result in the
      acceleration of any obligation under, any agreement, indenture or loan or
      credit agreement or other instrument to which the Servicer or its property
      is subject, or result in the violation of any law, rule, regulation,
      order, judgment or decree to which the Servicer or its property is
      subject.

            (iv) There is no action, suit, proceeding or investigation pending
      or, to the best knowledge of the Servicer, threatened against the Servicer
      which, either individually or in the aggregate, would result in any
      material adverse change in the business, operations, financial condition,
      properties or assets of the Servicer, or in any material impairment of the
      right or ability of the Servicer to carry on its business substantially as
      now conducted or which would draw into question the validity of this
      Agreement or the Mortgage Loans or of any action taken or to be taken in
      connection with the obligations of the Servicer contemplated herein, or
      which would materially impair the ability of the Servicer to perform under
      the terms of this Agreement.

            The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders. Upon discovery by any of the Depositor,
the Servicer or the Trustee of a breach of any of the representations or
warranties set forth in this Section 2.03, the party discovering such breach
shall give prompt written notice to the other parties.

                                      -34-
<PAGE>

            Section 2.04 Representations and Warranties of the Depositor as to
the Mortgage Loans. The Depositor hereby represents and warrants to the Trustee
with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as
of the date hereof or such other date set forth herein that as of the Closing
Date:

            (i) The information set forth in the Mortgage Loan Schedule is true
      and correct in all material respects.

            (ii) There are no delinquent taxes, ground rents, governmental
      assessments, insurance premiums, leasehold payments, including assessments
      payable in future installments or other outstanding charges affecting the
      lien priority of the related Mortgaged Property.

            (iii) The terms of the Mortgage Note and the Mortgage have not been
      impaired, waived, altered or modified in any respect, except by written
      instruments, recorded in the applicable public recording office if
      necessary to maintain the lien priority of the Mortgage, and which have
      been delivered to the Trustee; the substance of any such waiver,
      alteration or modification has been approved by the insurer under the
      Primary Insurance Policy, if any, the title insurer, to the extent
      required by the related policy, and is reflected on the Mortgage Loan
      Schedule. No instrument of waiver, alteration or modification has been
      executed, and no Mortgagor has been released, in whole or in part, except
      in connection with an assumption agreement approved by the insurer under
      the Primary Insurance Policy, if any, the title insurer, to the extent
      required by the policy, and which assumption agreement has been delivered
      to the Trustee.

            (iv) The Mortgage Note and the Mortgage are not subject to any right
      of rescission, set-off, counterclaim or defense, including the defense of
      usury, nor will the operation of any of the terms of the Mortgage Note and
      the Mortgage, or the exercise of any right thereunder, render either the
      Mortgage Note or the Mortgage unenforceable, in whole or in part, or
      subject to any right of rescission, set-off, counterclaim or defense,
      including the defense of usury and no such right of rescission, set-off,
      counterclaim or defense has been asserted with respect thereto.

            (v) All buildings upon the Mortgaged Property are insured by an
      insurer generally acceptable to prudent mortgage lending institutions
      against loss by fire, hazards of extended coverage and such other hazards
      as are customary in the area the Mortgaged Property is located, pursuant
      to insurance policies conforming to the requirements of Customary
      Servicing Procedures and this Agreement. All such insurance policies
      contain a standard mortgagee clause naming the originator of the Mortgage
      Loan, its successors and assigns as mortgagee and all premiums thereon
      have been paid. If the Mortgaged Property is in an area identified on a
      flood hazard map or flood insurance rate map issued by the Federal
      Emergency Management Agency as having special flood hazards (and such
      flood insurance has been made available), a flood insurance policy meeting
      the requirements of the current guidelines of the Federal Insurance
      Administration is in effect which policy conforms to the requirements of
      Fannie Mae or Freddie Mac. The Mortgage obligates the Mortgagor thereunder
      to maintain all such insurance at the Mortgagor's cost and expense, and on
      the Mortgagor's failure to do so, authorizes the holder of the Mortgage to
      maintain such insurance at Mortgagor's cost and expense and to seek
      reimbursement therefor from the Mortgagor.

                                      -35-
<PAGE>

            (vi) Any and all requirements of any federal, state or local law
      including, without limitation, usury, truth in lending, real estate
      settlement procedures, consumer credit protections, all applicable
      predatory and abusive lending laws, equal credit opportunity or disclosure
      laws applicable to the origination and servicing of Mortgage Loan have
      been complied with.

            (vii) The Mortgage has not been satisfied, canceled, subordinated or
      rescinded, in whole or in part (other than as to Principal Prepayments in
      full which may have been received prior to the Closing Date), and the
      Mortgaged Property has not been released from the lien of the Mortgage, in
      whole or in part, nor has any instrument been executed that would effect
      any such satisfaction, cancellation, subordination, rescission or release.

            (viii) The Mortgage is a valid, existing and enforceable first lien
      on the Mortgaged Property, including all improvements on the Mortgaged
      Property subject only to (A) the lien of current real property taxes and
      assessments not yet due and payable, (B) covenants, conditions and
      restrictions, rights of way, easements and other matters of the public
      record as of the date of recording being acceptable to mortgage lending
      institutions generally and specifically referred to in the lender's title
      insurance policy delivered to the originator of the Mortgage Loan and
      which do not adversely affect the Appraised Value of the Mortgaged
      Property, (C) if the Mortgaged Property consists of Co-op Shares, any lien
      for amounts due to the cooperative housing corporation for unpaid
      assessments or charges or any lien of any assignment of rents or
      maintenance expenses secured by the real property owned by the cooperative
      housing corporation, and (D) other matters to which like properties are
      commonly subject which do not materially interfere with the benefits of
      the security intended to be provided by the Mortgage or the use,
      enjoyment, value or marketability of the related Mortgaged Property. Any
      security agreement, chattel mortgage or equivalent document related to and
      delivered in connection with the Mortgage Loan establishes and creates a
      valid, existing and enforceable first lien and first priority security
      interest on the property described therein and the Depositor has the full
      right to sell and assign the same to the Trustee.

            (ix) The Mortgage Note and the related Mortgage are genuine and each
      is the legal, valid and binding obligation of the maker thereof,
      enforceable in accordance with its terms 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.

            (x) All parties to the Mortgage Note and the Mortgage had legal
      capacity to enter into the Mortgage Loan and to execute and deliver the
      Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
      have been duly and properly executed by such parties.

                                      -36-
<PAGE>

            (xi) The proceeds of the Mortgage Loan have been fully disbursed to
      or for the account of the Mortgagor and there is no obligation for the
      Mortgagee to advance additional funds thereunder and any and all
      requirements as to completion of any on-site or off-site improvements and
      as to disbursements of any escrow funds therefor have been complied with.
      All costs, fees and expenses incurred in making or closing the Mortgage
      Loan and the recording of the Mortgage have been paid, and the Mortgagor
      is not entitled to any refund of any amounts paid or due to the Mortgagee
      pursuant to the Mortgage Note or Mortgage.

            (xii) To the best of the Depositor's knowledge, all parties which
      have had any interest in the Mortgage Loan, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they
      held and disposed of such interest, were) in compliance with any and all
      applicable "doing business" and licensing requirements of the laws of the
      state wherein the Mortgaged Property is located.

            (xiii) (A) The Mortgage Loan is covered by an ALTA lender's title
      insurance policy, acceptable to Fannie Mae or Freddie Mac, issued by a
      title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do
      business in the jurisdiction where the Mortgaged Property is located,
      insuring (subject to the exceptions contained in (viii)(A) and (B) above)
      the Seller, its successors and assigns as to the first priority lien of
      the Mortgage in the original principal amount of the Mortgage Loan, (B) a
      title search has been done showing no lien (other than the exceptions
      contained in (viii)(A) and (B) above) on the related Mortgaged Property
      senior to the lien of the Mortgage or (C) in the case of any Mortgage Loan
      secured by a Mortgaged Property located in a jurisdiction where such
      policies are generally not available, an opinion of counsel of the type
      customarily rendered in such jurisdiction in lieu of title insurance is
      instead received. For each Mortgage Loan covered by a title insurance
      policy (x) the Depositor is the sole insured of such lender's title
      insurance policy, and such lender's title insurance policy is in full
      force and effect and will be in full force and effect upon the
      consummation of the transactions contemplated by this Agreement and (y) no
      claims have been made under such lender's title insurance policy, and the
      Depositor has not done, by act or omission, anything which would impair
      the coverage of such lender's title insurance policy.

            (xiv) There is no default, breach, violation or event of
      acceleration existing under the Mortgage or the Mortgage Note and no event
      which, with the passage of time or with notice and the expiration of any
      grace or cure period, would constitute a default, breach, violation or
      event of acceleration, and the Seller has not waived any default, breach,
      violation or event of acceleration.

            (xv) As of the date of origination of the Mortgage Loan, there had
      been no mechanics' or similar liens or claims filed for work, labor or
      material (and no rights are outstanding that under law could give rise to
      such lien) affecting the related Mortgaged Property which are or may be
      liens prior to, or equal or coordinate with, the lien of the related
      Mortgage.

            (xvi) All improvements which were considered in determining the
      Appraised Value of the related Mortgaged Property lay wholly within the
      boundaries and building

                                      -37-
<PAGE>

      restriction lines of the Mortgaged Property, and no improvements on
      adjoining properties encroach upon the Mortgaged Property.

            (xvii) The Mortgage Loan was originated by a savings and loan
      association, savings bank, commercial bank, credit union, insurance
      company, or similar institution which is supervised and examined by a
      federal or state authority, or by a mortgagee approved by the Secretary of
      Housing and Urban Development pursuant to sections 203 and 211 of the
      National Housing Act.

            (xviii) Principal payments on the Mortgage Loan commenced no more
      than sixty days after the proceeds of the Mortgaged Loan were disbursed.
      The Mortgage Loans are 20 to 30-year adjustable rate mortgage loans having
      an original term to maturity of not more than 30 years, with interest
      payable in arrears on the first day of the month. Each Mortgage Note
      requires a monthly payment which is sufficient to fully amortize the
      original principal balance over the original term thereof and to pay
      interest at the related Mortgage Interest Rate. The Mortgage Note does not
      permit negative amortization.

            (xix) There is no proceeding pending or, to the Depositor's
      knowledge, threatened for the total or partial condemnation of the
      Mortgaged Property. The Mortgaged Property is in good repair and is
      undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
      tornado or other casualty, so as to affect adversely the value of the
      Mortgaged Property as security for the Mortgage Loan or the use for which
      the premises were intended.

            (xx) The Mortgage and related Mortgage Note contain customary and
      enforceable provisions such as to render the rights and remedies of the
      holder thereof adequate for the realization against the Mortgaged Property
      of the benefits of the security provided thereby, including (A) in the
      case of a Mortgage designated as a deed of trust, by trustee's sale, and
      (B) otherwise by judicial foreclosure. To the best of the Depositor's
      knowledge, following the date of origination of the Mortgage Loan, the
      Mortgaged Property has not been subject to any bankruptcy proceeding or
      foreclosure proceeding and the Mortgagor has not filed for protection
      under applicable bankruptcy laws. There is no homestead or other exemption
      or right available to the Mortgagor or any other person which would
      interfere with the right to sell the Mortgaged Property at a trustee's
      sale or the right to foreclose the Mortgage.

            (xxi) The Mortgage Note and Mortgage are on forms acceptable to
      Fannie Mae or Freddie Mac.

            (xxii) The Mortgage Note is not and has not been secured by any
      collateral except the lien of the corresponding Mortgage on the Mortgaged
      Property and the security interest of any applicable security agreement or
      chattel mortgage referred to in (viii) above.

            (xxiii) Each appraisal of the related Mortgaged Property is in a
      form acceptable to Fannie Mae or Freddie Mac and such appraisal complies
      with the requirements of

                                      -38-
<PAGE>

      FIRREA, and was made and signed, prior to the approval of the Mortgage
      Loan application, by a Qualified Appraiser.

            (xxiv) In the event the Mortgage constitutes a deed of trust, a
      trustee, duly qualified under applicable law to serve as such, has been
      properly designated and currently so serves, and no fees or expenses are
      or will become payable by the Trustee to the trustee under the deed of
      trust, except in connection with a trustee's sale after default by the
      Mortgagor.

            (xxv) No Mortgage Loan is a graduated payment mortgage loan, no
      Mortgage Loan has a shared appreciation or other contingent interest
      feature, and no more than [___]%, [___]%, [___]% and [___]% (by Cut-off
      Date Principal Balance) of the Group 1, Group 2, Group 3 and Group 4
      Mortgage Loans, respectively, are Buy-Down Mortgage Loans.

            (xxvi) The Mortgagor has received all disclosure materials required
      by applicable law with respect to the making of mortgage loans of the same
      type as the Mortgage Loan and rescission materials required by applicable
      law if the Mortgage Loan is a Refinance Mortgage Loan.

            (xxvii) Each Primary Insurance Policy to which any Mortgage Loan is
      subject, will be issued by an insurer acceptable to Fannie Mae or Freddie
      Mac, which insures that portion of the Mortgage Loan in excess of the
      portion of the Appraised Value of the Mortgaged Property required by
      Fannie Mae. All provisions of such Primary Insurance Policy have been and
      are being complied with, such policy is in full force and effect, and all
      premiums due thereunder have been paid. Any Mortgage subject to any such
      Primary Insurance Policy obligates the Mortgagor thereunder to maintain
      such insurance and to pay all premiums and charges in connection therewith
      at least until Loan-to-Value Ratio of such Mortgage Loan is reduced to
      less than 80%. The Mortgage Interest Rate for the Mortgage Loan does not
      include any such insurance premium.

            (xxviii) To the best of the Depositor's knowledge as of the date of
      origination of the Mortgage Loan, (A) the Mortgaged Property is lawfully
      occupied under applicable law, (B) all inspections, licenses and
      certificates required to be made or issued with respect to all occupied
      portions of the Mortgaged Property and, with respect to the use and
      occupancy of the same, including but not limited to certificates of
      occupancy, have been made or obtained from the appropriate authorities and
      (C) no improvement located on or part of the Mortgaged Property is in
      violation of any zoning law or regulation.

            (xxix) The Assignment of Mortgage (except with respect to any
      Mortgage that has been recorded in the name of MERS or its designee) is in
      recordable form and is acceptable for recording under the laws of the
      jurisdiction in which the Mortgaged Property is located.

            (xxx) All payments required to be made prior to the Cut-off Date for
      such Mortgage Loan under the terms of the Mortgage Note have been made and
      no Mortgage

                                      -39-
<PAGE>

      Loan has been more than 30 days delinquent more than once in the twelve
      month period immediately prior to the Cut-off Date.

            (xxxi) With respect to each Mortgage Loan, the Depositor or Servicer
      is in possession of a complete Mortgage File except for the documents
      which have been delivered to the Trustee or which have been submitted for
      recording and not yet returned.

            (xxxii) Immediately prior to the transfer and assignment
      contemplated herein, the Depositor was the sole owner and holder of the
      Mortgage Loans. The Mortgage Loans were not assigned or pledged by the
      Depositor and the Depositor had good and marketable title thereto, and the
      Depositor had full right to transfer and sell the Mortgage Loans to the
      Trustee free and clear of any encumbrance, participation interest, lien,
      equity, pledge, claim or security interest and had full right and
      authority subject to no interest or participation in, or agreement with
      any other party to sell or otherwise transfer the Mortgage Loans.

            (xxxiii) Any future advances made prior to the Cut-off Date have
      been consolidated with the outstanding principal amount secured by the
      Mortgage, and the secured principal amount, as consolidated, bears a
      single interest rate and single repayment term. The lien of the Mortgage
      securing the consolidated principal amount is expressly insured as having
      first lien priority by a title insurance policy, an endorsement to the
      policy insuring the mortgagee's consolidated interest or by other title
      evidence acceptable to Fannie Mae and Freddie Mac. The consolidated
      principal amount does not exceed the original principal amount of the
      Mortgage Loan.

            (xxxiv) The Mortgage Loan was underwritten in accordance with the
      applicable Underwriting Guidelines in effect at the time of origination
      with exceptions thereto exercised in a reasonable manner.

            (xxxv) If the Mortgage Loan is secured by a long-term residential
      lease, (1) the lessor under the lease holds a fee simple interest in the
      land; (2) the terms of such lease expressly permit the mortgaging of the
      leasehold estate, the assignment of the lease without the lessor's consent
      and the acquisition by the holder of the Mortgage of the rights of the
      lessee upon foreclosure or assignment in lieu of foreclosure or provide
      the holder of the Mortgage with substantially similar protections; (3) the
      terms of such lease do not (a) allow the termination thereof upon the
      lessee's default without the holder of the Mortgage being entitled to
      receive written notice of, and opportunity to cure, such default, (b)
      allow the termination of the lease in the event of damage or destruction
      as long as the Mortgage is in existence, (c) prohibit the holder of the
      Mortgage from being insured (or receiving proceeds of insurance) under the
      hazard insurance policy or policies relating to the Mortgaged Property or
      (d) permit any increase in the rent other than pre-established increases
      set forth in the lease; (4) the original term of such lease is not less
      than 15 years; (5) the term of such lease does not terminate earlier than
      five years after the maturity date of the Mortgage Note; and (6) the
      Mortgaged Property is located in a jurisdiction in which the use of
      leasehold estates in transferring ownership in residential properties is a
      widely accepted practice.

                                      -40-
<PAGE>

            (xxxvi) The Mortgaged Property is located in the state identified in
      the Mortgage Loan Schedule and consists of a parcel of real property with
      a detached single family residence erected thereon, or a two- to
      four-family dwelling, or an individual condominium unit, or an individual
      unit in a planned unit development, or, in the case of Mortgage Loans
      secured by Co-op Shares, leases or occupancy agreements; provided,
      however, that any condominium project or planned unit development
      generally conforms with the applicable Underwriting Guidelines regarding
      such dwellings, and no residence or dwelling is a mobile home or a
      manufactured dwelling.

            (xxxvii) The Depositor used no adverse selection procedures in
      selecting the Mortgage Loan for inclusion in the Trust Estate.

            (xxxviii) Each Mortgage Loan is a "qualified mortgage" within the
      meaning of Section 860G(a)(3) of the Code.

            (xxxix) With respect to each Mortgage where a lost note affidavit
      has been delivered to the Trustee in place of the related Mortgage Note,
      the related Mortgage Note is no longer in existence.

            (xl) No Mortgage Loan is a "high cost" loan as defined under any
      federal, state or local law applicable to such Mortgage Loan at the time
      of its origination.

            (xli) No Mortgage Loan is a High Cost Loan or Covered Loan, as
      applicable (as such terms are defined in the then-current S&P's LEVELS(R)
      Glossary which is now Version 5.6(c), Appendix E) and no Mortgage Loan
      originated on or after October 1, 2002 through March 6, 2003 is governed
      by the Georgia Fair Lending Act.

            (xlii) No Mortgage Loan is subject to the provisions of the Home
      Ownership and Equity Protection Act of 1994, as amended.

            Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, Person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.

            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 inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.

                                      -41-
<PAGE>

            Upon discovery by any of the Depositor, the Servicer, the Trustee or
the Custodian that any of the representations and warranties set forth in this
Section 2.04 is not accurate (referred to herein as a "breach") and that such
breach materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties (any Custodian being so obligated
under a Custodial Agreement); provided that any such breach that causes the
Mortgage Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code shall be deemed to materially and adversely affect the
interests of the Certificateholders. Within 90 days of its discovery or its
receipt of notice of any such breach, the Depositor shall cure such breach in
all material respects or shall either (i) repurchase the Mortgage Loan or any
property acquired in respect thereof from the Trustee at a price equal to the
Repurchase Price or (ii) if within two years of the Closing Date, substitute for
such Mortgage Loan in the manner described in Section 2.02; provided that if the
breach would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such repurchase or substitution
must occur within 90 days from the date the breach was discovered. In addition
to the foregoing, if a breach of the representations set forth in clauses (vi)
or (xli) of this Section 2.04 occurs as a result of a violation of an applicable
predatory or abusive lending law, the Depositor shall reimburse the Trust for
all costs or damages incurred by the Trust as a result of the violation of such
law (such amount, the "Reimbursement Amount"). The Repurchase Price of any
repurchase described in this paragraph, the Substitution Adjustment Amount, if
any, and any Reimbursement Amount shall be deposited in the Servicer Custodial
Account. It is understood and agreed that, except with respect to the second
preceding sentence, the obligation of the Depositor to repurchase or substitute
for any Mortgage Loan or Mortgaged Property as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders, or to the Trustee on behalf of
Certificateholders, and such obligation shall survive until termination of the
Trust hereunder.

            Section 2.05 Designation of Interests in the REMICs. The Depositor
hereby designates the Classes of Senior Certificates (other than the Class 1-A-R
Certificate) and the Classes of Subordinate Certificates as "regular interests"
and the Class R-U Interest as the single class of "residual interest" in the
Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Depositor hereby further designates the Class 1-L Interest,
Class 1-LS Interest, Class 2-L Interest, Class 2-LS Interest, Class 3-L
Interest, Class 3-LS Interest, Class 4-L Interest and Class 4-LS Interest as
classes of "regular interests" and the Class R-L Interest as the single 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
Lower-Tier REMIC is [_____], 20 .

            Section 2.08 Execution and Delivery of Certificates. The Trustee (i)
acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier



                                      -42-
<PAGE>

Interests on behalf of the Upper-Tier REMIC and the Certificateholders and (ii)
has executed and delivered to or upon the order of the Depositor, in exchange
for the Mortgage Loans and Uncertificated Lower-Tier Interests, together with
all other assets included in the definition of "Trust Estate," receipt of which
is hereby acknowledged, Certificates in authorized denominations which, together
with the Uncertificated Lower-Tier Interests, evidence ownership of the entire
Trust Estate.

            Section 2.09 Repurchase of Converted Mortgage Loans. The Depositor
shall repurchase from the Trust any Converted Mortgage Loan prior to the first
Due Date for such Mortgage Loan following the Conversion Date. Any such
repurchase shall be at the Repurchase Price. The Repurchase Price for any
repurchased Converted Mortgage Loan shall be deposited by the Depositor in the
Servicer Custodial Account and, upon receipt by the Trustee of written
notification of any such deposit signed by an officer of the Depositor and a
Request for Release, the Trustee shall release to the Depositor the related
Mortgage File and shall execute and deliver such instruments of transfer or
assignment prepared by the Depositor, in each case without recourse, as shall be
necessary to vest in the Depositor legal and beneficial ownership of such
Converted Mortgage Loan.

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

            Section 3.01 Servicer to Service Mortgage Loans. For and on behalf
of the Certificateholders, the Servicer shall service and administer the
Mortgage Loans, all in accordance with the terms of this Agreement, Customary
Servicing Procedures, applicable law and the terms of the Mortgage Notes and
Mortgages. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through Subservicers as
provided in Section 3.02, to do or cause to be done any and all things that it
may deem necessary or desirable in connection with such servicing and
administration including, but not limited to, the power and authority, subject
to the terms hereof, (a) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (b) to consent, with respect to the Mortgage Loans it
services, to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(c) to collect any Insurance Proceeds and other Liquidation Proceeds relating to
the Mortgage Loans it services, and (d) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage Loan
it services. The Servicer shall represent and protect the interests of the Trust
in the same manner as it protects its own interests in mortgage loans in its own
portfolio in any claim, proceeding or litigation regarding a Mortgage Loan and
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan, except as provided pursuant to Section 3.21. Without limiting
the generality of the foregoing, the Servicer, in its own name or in the name of
any Subservicer or the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Servicer or any
Subservicer, as the case may be, believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any

                                      -43-
<PAGE>

and all instruments or agreements of satisfaction, cancellation, default,
assumption, modification, discharge, partial or full release, and all other
comparable instruments and agreements, with respect to the Mortgage Loans it
services, and with respect to the related Mortgaged Properties held for the
benefit of the Certificateholders. To the extent that the Servicer is not
permitted to execute and deliver such documents pursuant to the preceding
sentence, the Servicer shall prepare and deliver to the Depositor and/or the
Trustee such documents requiring execution and delivery by either or both of
them as are necessary or appropriate to enable the Servicer to service and
administer the Mortgage Loans it services. Upon receipt of such documents, the
Depositor and/or the Trustee, upon the direction of the Servicer, shall promptly
execute such documents and deliver them to the Servicer. Alternatively, upon the
request of the Servicer, the Trustee shall execute and deliver to the Servicer
any additional powers of attorney and other documents prepared by the Servicer
that are reasonably necessary or appropriate to enable the Servicer to carry out
its servicing and administrative duties under this Agreement.

            In accordance with the standards of the preceding paragraph, the
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties relating to the Mortgage Loans it services, which Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
The costs incurred by the Servicer, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance premiums
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

            The relationship of the Servicer (and of any successor to the
Servicer as servicer under this Agreement) to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.

            Section 3.02 Subservicing; Enforcement of the Obligations of
Servicer. (a) The Servicer may arrange for the subservicing of any Mortgage Loan
it services by a Subservicer pursuant to a Subservicing Agreement; provided,
however, that such subservicing arrangement and the terms of the related
Subservicing Agreement must provide for the servicing of such Mortgage Loan in a
manner consistent with the servicing arrangements contemplated hereunder.
Notwithstanding the provisions of any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans it services in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering those Mortgage Loans. All
actions of each Subservicer performed pursuant to the related Subservicing
Agreement shall be performed as agent of the Servicer with the same force and
effect as if performed directly by the Servicer.

            (b) For purposes of this Agreement, the Servicer shall be deemed to
have received any collections, recoveries or payments with respect to the
Mortgage Loans it services

                                      -44-
<PAGE>

that are received by a Subservicer regardless of whether such payments are
remitted by the Subservicer to the Servicer.

            (c) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer engaged by the
Servicer under the related Subservicing Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Servicer
shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed.

            (d) Any Subservicing Agreement entered into by the Servicer shall
provide that it may be assumed or terminated by the Trustee, if the Trustee has
assumed the duties of the Servicer, or any successor Servicer, at the Trustee's
or successor Servicer's option, as applicable, without cost or obligation to the
assuming or terminating party or the Trust Estate, upon the assumption by such
party of the obligations of the Servicer pursuant to Section 8.05.

            (e) Notwithstanding the foregoing, to the extent the Servicer
engages any affiliate or third party vendor, including any Subservicer, in
connection with the performance of any of its duties under this Agreement, the
Servicer shall immediately notify the Depositor in writing of such engagement.
To the extent the Depositor notifies the Servicer and the Trustee that it has
determined that any such affiliate, third party vendor or Subservicer is a
Servicing Function Participant, the Servicer shall cause such Servicing Function
Participant to prepare a separate assessment and attestation report, as
contemplated by Section 3.19 of this Agreement and deliver such report to the
Trustee as set forth in Section 3.22 of this Agreement. In addition, to the
extent the Depositor notifies the Servicer and the Trustee that it has
determined that any such Servicing Function Participant would be a "servicer"
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item
1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional Servicer"), the
Servicer shall cause such Additional Servicer to prepare a separate compliance
statement as contemplated by Section 3.18 of this Agreement and deliver such
statement to the Trustee as set forth in Section 3.22 of this Agreement.

            In addition, if the Depositor determines any such Servicing Function
Participant would be a "servicer" within the meaning of Item 1101 of Regulation
AB, the Servicer shall cause such Servicing Function Participant to provide the
Depositor and the Trustee the information required by Section 1108(b) and
1108(c) of Regulation AB within two Business Days following such engagement. To
the extent the Servicer terminates any such Servicing Function Participant that
the Depositor has determined is a "servicer" within the meaning of Item 1101 of
Regulation AB, the Servicer shall provide the Depositor and the Trustee the
information required to enable the Trustee to accurately and timely report such
event under Item 6.02 of



                                      -45-
<PAGE>

Form 8-K (if the Trust's Exchange Act reporting requirements have not been
suspended pursuant to Section 15(d) of the Exchange Act as set forth in
3.22(g)).

            Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The
Servicer shall maintain, at its own expense, a blanket fidelity bond and an
errors and omissions insurance policy, with broad coverage on all officers,
employees or other persons acting in any capacity requiring such persons to
handle funds, money, documents or papers relating to the Mortgage Loans it
services. These policies must insure the Servicer against losses resulting from
dishonest or fraudulent acts committed by the Servicer's personnel, any
employees of outside firms that provide data processing services for the
Servicer, and temporary contract employees or student interns. Such fidelity
bond shall also protect and insure the Servicer against losses in connection
with the release or satisfaction of a Mortgage Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this
Section 3.03 requiring such fidelity bond and errors and omissions insurance
shall diminish or relieve the Servicer from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such bond and insurance
policy shall be at least equal to the corresponding amounts required by Fannie
Mae in the Fannie Mae Servicing Guide or by Freddie Mac in the Freddie Mac
Sellers' & Servicers' Guide, as amended or restated from time to time, or in an
amount as may be permitted to the Servicer by express waiver of Fannie Mae or
Freddie Mac.

            Section 3.04 Access to Certain Documentation. The Servicer shall
provide to the OCC, the OTS, the FDIC and to comparable regulatory authorities
supervising Holders of Certificates and the examiners and supervisory agents of
the OCC, the OTS, the FDIC and such other authorities, access to the
documentation required by applicable regulations of the OCC, the OTS, the FDIC
and such other authorities with respect to the Mortgage Loans. Such access shall
be afforded upon reasonable and prior written request and during normal business
hours at the offices designated by the Servicer; provided that the Servicer
shall be entitled to be reimbursed by each such Certificateholder for actual
expenses incurred by the Servicer in providing such reports and access. Nothing
in this Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the Servicer to provide access as provided in
this Section 3.04 as a result of such obligation shall not constitute a breach
of this Section 3.04.

            Section 3.05 Maintenance of Primary Insurance Policy; Claims. With
respect to each Mortgage Loan with a Loan-to-Value Ratio in excess of 80% or
such other Loan-to-Value Ratio as may be required by law, the Servicer shall,
without any cost to the Trust Estate, maintain or cause the Mortgagor to
maintain in full force and effect a Primary Insurance Policy insuring that
portion of the Mortgage Loan in excess of a percentage in conformity with Fannie
Mae requirements. The Servicer shall pay or shall cause the Mortgagor to pay the
premium thereon on a timely basis, at least until the Loan-to-Value Ratio of
such Mortgage Loan is reduced to 80% or such other Loan-to-Value Ratio as may be
required by law. If such Primary Insurance Policy is terminated, the Servicer
shall

                                      -46-
<PAGE>

obtain from another insurer a comparable replacement policy, with a total
coverage equal to the remaining coverage of such terminated Primary Insurance
Policy. If the insurer shall cease to be an insurer acceptable to Fannie Mae or
Freddie Mac, the Servicer shall notify the Trustee in writing, it being
understood that the Servicer shall not have any responsibility or liability for
any failure to recover under the Primary Insurance Policy for such reason. If
the Servicer determines that recoveries under the Primary Insurance Policy are
jeopardized by the financial condition of the insurer, the Servicer shall obtain
from another insurer which meets the requirements of this Section 3.05 a
replacement insurance policy. The Servicer shall not take any action that would
result in noncoverage under any applicable Primary Insurance Policy of any loss
that, but for the actions of the Servicer, would have been covered thereunder.
In connection with any assumption or substitution agreement entered into or to
be entered into pursuant to Section 3.13, the Servicer shall promptly notify the
insurer under the related Primary Insurance Policy, if any, of such assumption
or substitution of liability in accordance with the terms of such Primary
Insurance Policy and shall take all actions which may be required by such
insurer as a condition to the continuation of coverage under such Primary
Insurance Policy. If such Primary Insurance Policy is terminated as a result of
such assumption or substitution of liability, the Servicer shall obtain a
replacement Primary Insurance Policy as provided above.

            In connection with its activities as servicer, the Servicer agrees
to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any Primary Insurance Policy in
a timely fashion in accordance with the terms of such Primary Insurance Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Insurance Policy respecting a defaulted Mortgage
Loan. Pursuant to Section 3.09(a), any amounts collected by the Servicer under
any Primary Insurance Policy shall be deposited in the related Escrow Account,
subject to withdrawal pursuant to Section 3.09(b).

            The Servicer will comply with all provisions of applicable state and
federal law relating to the cancellation of, or collection of premiums with
respect to, Primary Mortgage Insurance, including, but not limited to, the
provisions of the Homeowners Protection Act of 1998, and all regulations
promulgated thereunder, as amended from time to time.

            Section 3.06 Rights of the Depositor and the Trustee in Respect of
the Servicer. The Depositor may, but is not obligated to, enforce the
obligations of the Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of the Servicer hereunder; provided that the Servicer shall not
be relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee. Neither the Trustee nor the Depositor shall have
any responsibility or liability for any action or failure to act by the Servicer
nor shall the Trustee or the Depositor be obligated to supervise the performance
of the Servicer hereunder or otherwise.

            Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
Servicer alone, and the Trustee and Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.07.
The Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether the Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.

            Section 3.07 Trustee to Act as Servicer. If the Servicer shall for
any reason no longer be the Servicer hereunder (including by reason of an Event
of Default), the Trustee shall within 90 days of such time, assume, if it so
elects, or shall appoint a successor Servicer to assume, all of the rights and
obligations of the Servicer hereunder arising thereafter (except that

                                      -47-
<PAGE>

the Trustee shall not be (a) liable for losses of the Servicer pursuant to
Section 3.12 or any acts or omissions of the predecessor Servicer hereunder, (b)
obligated to make Advances if it is prohibited from doing so by applicable law
or (c) deemed to have made any representations and warranties of the Servicer
hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If
the Servicer shall for any reason no longer be the Servicer (including by reason
of any Event of Default), the Trustee or the successor Servicer may elect to
succeed to any rights and obligations of the Servicer under each Subservicing
Agreement or may terminate each Subservicing Agreement. If it has elected to
assume the Subservicing Agreement, the Trustee or the successor Servicer shall
be deemed to have assumed all of the Servicer's interest therein and to have
replaced the Servicer as a party to any Subservicing Agreement entered into by
the Servicer as contemplated by Section 3.02 to the same extent as if the
Subservicing Agreement had been assigned to the assuming party except that the
Servicer shall not be relieved of any liability or obligations under any such
Subservicing Agreement.

            The Servicer that is no longer the Servicer hereunder shall, upon
request of the Trustee, but at the expense of such predecessor Servicer, deliver
to the assuming party all documents and records relating to each Subservicing
Agreement or substitute servicing agreement and the Mortgage Loans then being
serviced thereunder and an accounting of amounts collected or held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
such substitute Subservicing Agreement to the assuming party. The Trustee shall
be entitled to be reimbursed from the predecessor Servicer (or the Trust if the
predecessor Servicer is unable to fulfill its obligations hereunder) for all
Servicing Transfer Costs.

            Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Account and Certificate Account. (a) Continuously from the date hereof
until the principal and interest on all Mortgage Loans are paid in full, the
Servicer will proceed diligently, in accordance with this Agreement, to collect
all payments due under each of the Mortgage Loans it services when the same
shall become due and payable. Further, the Servicer will in accordance with all
applicable law and Customary Servicing Procedures ascertain and estimate taxes,
assessments, fire and hazard insurance premiums, mortgage insurance premiums and
all other charges with respect to the Mortgage Loans it services that, as
provided in any Mortgage, will become due and payable to the end that the
installments payable by the Mortgagors will be sufficient to pay such charges as
and when they become due and payable. Consistent with the foregoing, the
Servicer may in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the prepayment of a
Mortgage Loan it services and (ii) extend the due dates for payments due on a
Mortgage Note for a period not greater than 120 days; provided, however, that
the Servicer cannot extend the maturity of any such Mortgage Loan past the date
on which the final payment is due on the latest maturing Mortgage Loan as of the
Cut-off Date. In the event of any such arrangement, the Servicer shall make
Periodic Advances on the related Mortgage Loan in accordance with the provisions
of Section 3.20 during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. The Servicer shall not be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage,
Mortgage Note or otherwise or against any public or governmental authority with
respect to a taking or condemnation) if it reasonably believes that enforcing
the provision of the Mortgage or other instrument pursuant to which such payment
is required is prohibited by applicable law.

                                      -48-
<PAGE>

            (b) The Servicer shall establish and maintain the Servicer Custodial
Account. The Servicer shall deposit or cause to be deposited into the Servicer
Custodial Account, all on a daily basis within one Business Day of receipt,
except as otherwise specifically provided herein, the following payments and
collections remitted by Subservicers or received by the Servicer in respect of
the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest due on the Mortgage Loans on or before the Cut-off Date)
and the following amounts required to be deposited hereunder with respect to the
Mortgage Loans it services:

            (i) all payments on account of principal of the Mortgage Loans,
      including Principal Prepayments;

            (ii) all payments on account of interest on the Mortgage Loans, net
      of the Servicing Fee;

            (iii) (A) all Insurance Proceeds and Liquidation Proceeds, other
      than Insurance Proceeds to be (1) applied to the restoration or repair of
      the Mortgaged Property, (2) released to the Mortgagor in accordance with
      Customary Servicing Procedures or (3) required to be deposited to an
      Escrow Account pursuant to Section 3.09(a), and other than any Excess
      Proceeds and (B) any Insurance Proceeds released from an Escrow Account
      pursuant to Section 3.09(b)(iv);

            (iv) any amount required to be deposited by the Servicer pursuant to
      Section 3.08(d) in connection with any losses on Permitted Investments
      with respect to the Servicer Custodial Account;

            (v) any amounts required to be deposited by the Servicer pursuant to
      Section 3.14;

            (vi) all Repurchase Prices, all Substitution Adjustment Amounts and
      all Reimbursement Amounts, to the extent received by the Servicer;

            (vii) Periodic Advances made by the Servicer pursuant to Section
      3.20 and any Compensating Interest;

            (viii) any Recoveries;

            (ix) any Buy-Down Funds required to be deposited pursuant to Section
      3.23; and

            (x) any other amounts required to be deposited hereunder.

            The foregoing requirements for deposits to the Servicer Custodial
Account by the Servicer shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, Ancillary Income need not be
deposited by the Servicer. If the Servicer shall deposit in the Servicer
Custodial Account any amount not required to be deposited, it may at any time
withdraw or direct the institution maintaining the Servicer Custodial Account to
withdraw such amount from the Servicer Custodial Account, any provision herein
to the contrary notwithstanding. The Servicer Custodial Account may contain
funds that belong to one or more

                                      -49-
<PAGE>

trust funds created for mortgage pass-through certificates of other series and
may contain other funds respecting payments on mortgage loans belonging to the
Servicer or serviced by the Servicer on behalf of others; provided that such
commingling of funds shall not be permitted at any time during which [_______]'s
senior long-term unsecured debt rating of Bank of America is below "A".
Notwithstanding such commingling of funds, the Servicer shall keep records that
accurately reflect the funds on deposit in the Servicer Custodial Account that
have been identified by it as being attributable to the Mortgage Loans it
services. The Servicer shall maintain adequate records with respect to all
withdrawals made pursuant to this Section 3.08. All funds required to be
deposited in the Servicer Custodial Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.11.

(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account, which shall be deemed to consist of
five sub-accounts. The Trustee shall, promptly upon receipt, deposit in the
Certificate Account and retain therein the following:

            (i) the aggregate amount remitted by the Servicer to the Trustee
      pursuant to Section 3.11(a)(viii);

            (ii) any amount paid by the Trustee pursuant to Section 3.08(d) in
      connection with any losses on Permitted Investments with respect to the
      Certificate Account; and

            (iii) any other amounts deposited hereunder which are required to be
      deposited in the Certificate Account.

            If the Servicer shall remit any amount not required to be remitted,
it may at any time direct the Trustee to withdraw such amount from the
Certificate Account, any provision herein to the contrary notwithstanding. Such
direction may be accomplished by delivering an Officer's Certificate to the
Trustee which describes the amounts deposited in error in the Certificate
Account. All funds required to be deposited in the Certificate Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 3.11. In
no event shall the Trustee incur liability for withdrawals from the Certificate
Account at the direction of the Servicer.

            (d) Each institution at which the Servicer Custodial Account or the
Certificate Account is maintained shall invest the funds therein as directed in
writing by the Servicer, in the case of the Servicer Custodial Account, or the
Trustee, in the case of the Certificate Account, in Permitted Investments, which
shall mature not later than (i) in the case of the Servicer Custodial Account,
the Business Day next preceding the related Remittance Date (except that if such
Permitted Investment is an obligation of the institution that maintains such
account, then such Permitted Investment shall mature not later than such
Remittance Date) and (ii) in the case of the Certificate Account, the Business
Day next preceding the Distribution Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Distribution Date)
and, in each case, shall not be sold or disposed of prior to its maturity. All
such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All Servicer Custodial Account Reinvestment
Income shall be for the benefit of the Servicer as part of its Servicing

                                      -50-
<PAGE>

Compensation and shall be retained by it monthly as provided herein. All income
or gain (net of any losses) realized from any such investment of funds on
deposit in the Certificate Account shall be for the benefit of the Trustee as
additional compensation and shall be retained by it monthly as provided herein.
The amount of any losses realized in the Servicer Custodial Account or the
Certificate Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Servicer in the Servicer
Custodial Account or by the Trustee in the Certificate Account, as applicable.

            (e) The Servicer shall give notice to the Trustee of any proposed
change of the location of the Servicer Custodial Account maintained by the
Servicer not later than 30 days and not more than 45 days prior to any change
thereof. The Trustee shall give notice to the Servicer, each Rating Agency and
the Depositor of any proposed change of the location of the Certificate Account
not later than 30 days after and not more than 45 days prior to any change
thereof. The creation of the Servicer Custodial Account shall be evidenced by a
certification substantially in the form of Exhibit F hereto. A copy of such
certification shall be furnished to the Trustee.

            (f) The Trustee shall designate the Upper-Tier Certificate
Sub-Account as a sub-account of the Certificate Account. On each Distribution
Date (other than the Final Distribution Date, if such Final Distribution Date is
in connection with a purchase of the assets of the Trust Estate by the
Depositor), the Trustee shall, from funds available on deposit in the
Certificate Account, be deemed to deposit into the Upper-Tier Certificate
Sub-Account, the Lower-Tier Distribution Amount.

            Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments in trust separate and apart from any of its own funds and general
assets and for such purpose shall establish and maintain one or more escrow
accounts (collectively, the "Escrow Account"), titled "Bank of America, National
Association, in trust for registered holders of Banc of America Mortgage
Securities, Inc. Mortgage Pass-Through Certificates, Series 20 -[__] and various
Mortgagors." The Escrow Account shall be established with a commercial bank, a
savings bank or a savings and loan association that meets the guidelines set
forth by Fannie Mae or Freddie Mac as an eligible institution for escrow
accounts and which is a member of the Automated Clearing House. In any case, the
Escrow Account shall be insured by the FDIC to the fullest extent permitted by
law. The Servicer shall deposit in the appropriate Escrow Account on a daily
basis, and retain therein: (i) all Escrow Payments collected on account of the
Mortgage Loans, (ii) all amounts representing proceeds of any hazard insurance
policy which are to be applied to the restoration or repair of any related
Mortgaged Property and (iii) all amounts representing proceeds of any Primary
Insurance Policy. Nothing herein shall require the Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.

            (b) Withdrawals of amounts so collected from the Escrow Accounts may
be made by the Servicer only (i) to effect timely payment of taxes, assessments,
mortgage insurance premiums, fire and hazard insurance premiums, condominium or
PUD association dues, or comparable items constituting Escrow Payments for the
related Mortgage, (ii) to reimburse the

                                      -51-
<PAGE>

Servicer out of related Escrow Payments made with respect to a Mortgage Loan for
any Servicing Advance made by the Servicer pursuant to Section 3.09(c) with
respect to such Mortgage Loan, (iii) to refund to any Mortgagor any sums
determined to be overages, (iv) for transfer to the Servicer Custodial Account
upon default of a Mortgagor or in accordance with the terms of the related
Mortgage Loan and if permitted by applicable law, (v) for application to restore
or repair the Mortgaged Property, (vi) to pay to the Mortgagor, to the extent
required by law, any interest paid on the funds deposited in the Escrow Account,
(vii) to pay to itself any interest earned on funds deposited in the Escrow
Account (and not required to be paid to the Mortgagor), (viii) to the extent
permitted under the terms of the related Mortgage Note and applicable law, to
pay late fees with respect to any Monthly Payment which is received after the
applicable grace period, (ix) to withdraw suspense payments that are deposited
into the Escrow Account, (x) to withdraw any amounts inadvertently deposited in
the Escrow Account or (xi) to clear and terminate the Escrow Account upon the
termination of this Agreement in accordance with Section 10.01. Any Escrow
Account shall not be a part of the Trust Estate.

            (c) With respect to each Mortgage Loan, the Servicer shall maintain
accurate records reflecting the status of taxes, assessments and other charges
which are or may become a lien upon the Mortgaged Property and the status of
Primary Insurance Policy premiums and fire and hazard insurance coverage. The
Servicer shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to
the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account, if any, which shall have been estimated and
accumulated by the Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does not provide
for Escrow Payments, the Servicer shall determine that any such payments are
made by the Mortgagor. The Servicer assumes full responsibility for the timely
payment of all such bills and shall effect timely payments of all such bills
irrespective of each Mortgagor's faithful performance in the payment of same or
the making of the Escrow Payments. The Servicer shall advance any such payments
that are not timely paid, but the Servicer shall be required so to advance only
to the extent that such Servicing Advances, in the good faith judgment of the
Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.

            Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall afford the Trustee reasonable
access to all records and documentation regarding the Mortgage Loans and all
accounts, insurance information and other matters relating to this Agreement,
such access being afforded without charge, but only upon reasonable request and
during normal business hours at the office designated by the Servicer.

            Section 3.11 Permitted Withdrawals from the Servicer Custodial
Account and Certificate Account. (a) The Servicer may from time to time make
withdrawals from the Servicer Custodial Account, for the following purposes:

            (i) to pay to the Servicer (to the extent not previously retained),
      the Servicing Compensation to which it is entitled pursuant to Section
      3.17;

                                      -52-
<PAGE>

            (ii) to reimburse the Servicer for unreimbursed Advances made by it,
      such right of reimbursement pursuant to this clause (ii) being limited to
      amounts received on the Mortgage Loan(s) in respect of which any such
      Advance was made;

            (iii) to reimburse the Servicer for any Nonrecoverable Advance
      previously made, such right of reimbursement pursuant to this clause (iii)
      being limited to amounts received on the Mortgage Loans in the same Loan
      Group as the Mortgage Loan(s) in respect of which such Nonrecoverable
      Advance was made;

            (iv) to reimburse the Servicer for Insured Expenses from the related
      Insurance Proceeds;

            (v) to pay to the purchaser, with respect to each Mortgage Loan or
      REO Property that has been purchased pursuant to Section 2.02, 2.04 or
      2.09, all amounts received thereon after the date of such purchase;

            (vi) to reimburse the Servicer or the Depositor for expenses
      incurred by any of them and reimbursable pursuant to Section 7.03;

            (vii) to withdraw any amount deposited in the Servicer Custodial
      Account and not required to be deposited therein;

            (viii) on or prior to the Remittance Date, to withdraw an amount
      equal to the related Pool Distribution Amount for such Distribution Date,
      to the extent on deposit, and remit such amount in immediately available
      funds to the Trustee for deposit in the Certificate Account; and

            (ix) to clear and terminate the Servicer Custodial Account upon
      termination of this Agreement pursuant to Section 10.01.

            The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Servicer Custodial Account pursuant to clauses (i), (ii),
(iv) and (v). The Servicer shall keep and maintain such separate accounting for
each Loan Group. Prior to making any withdrawal from the Servicer Custodial
Account pursuant to clause (iii), the Servicer shall deliver to the Trustee an
Officer's Certificate of a Servicing Officer indicating the amount of any
previous Advance determined by the Servicer to be a Nonrecoverable Advance and
identifying the related Mortgage Loan(s) and their respective portions of such
Nonrecoverable Advance. The Servicer shall notify the Depositor and the Trustee
of the amount, purpose and party paid pursuant to clause (vi) above.

            (b) The Trustee shall be deemed to withdraw funds from the
applicable Certificate Account sub-accounts to deposit the Lower-Tier
Distribution Amount into the Upper-Tier Certificate Sub-Account and for
distributions to Certificateholders in the manner specified in this Agreement.
In addition, the Trustee may from time to time make withdrawals from the
Certificate Account for the following purposes:

            (i) to pay to itself the Trustee Fee;

                                      -53-
<PAGE>

            (ii) to pay to itself as additional compensation earnings on or
      investment income with respect to funds in the Certificate Account and any
      other amounts (other than the Trustee Fee) due to it under this Agreement
      for the related Distribution Date;

            (iii) to withdraw and return to the Servicer any amount deposited in
      the Certificate Account and not required to be deposited therein; and

            (iv) to clear and terminate the Certificate Account upon termination
      of this Agreement pursuant to Section 10.01.

      The Trustee shall notify the Depositor and the Servicer of the amount and
      purpose of any payments made pursuant to clause (ii) above (other than any
      earnings or investment income with respect to funds in the Certificate
      Account).

            (c) On each Distribution Date, funds on deposit in the Certificate
Account and deemed to be on deposit in the Upper-Tier Certificate Sub-Account
shall be used to make payments on the Regular Certificates and the Class 1-A-R
Certificate in respect of the Class R-U Interest, as provided in Sections 5.01
and 5.02. The Certificate Account shall be cleared and terminated upon
termination of this Agreement pursuant to Section 10.01.

            Section 3.12 Maintenance of Hazard Insurance. The Servicer shall
cause to be maintained for each Mortgage Loan, fire and hazard insurance with
extended coverage customary in the area where the Mortgaged Property is located
in an amount which is at least equal to the lesser of (a) the full insurable
value of the Mortgaged Property or (b) the greater of (i) the outstanding
principal balance owing on the Mortgage Loan and (ii) an amount such that the
proceeds of such insurance shall be sufficient to avoid the application to the
Mortgagor or loss payee of any coinsurance clause under the policy. If the
Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) the Servicer will cause to be
maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration and the requirements of
Fannie Mae or Freddie Mac. The Servicer shall also maintain on REO Property,
fire and hazard insurance with extended coverage in an amount which is at least
equal to the maximum insurable value of the improvements which are a part of
such property, liability insurance and, to the extent required, flood insurance
in an amount required above. Any amounts collected by the Servicer under any
such policies (other than amounts to be deposited in an Escrow Account and
applied to the restoration or repair of the property subject to the related
Mortgage or property acquired in liquidation of the Mortgage Loan, or to be
released to the Mortgagor in accordance with Customary Servicing Procedures)
shall be deposited in the Servicer Custodial Account, subject to withdrawal
pursuant to Section 3.11(a). It is understood and agreed that no earthquake or
other additional insurance need be required by the Servicer of any Mortgagor or
maintained on REO Property, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. All policies required hereunder shall be endorsed with
standard mortgagee clauses with loss payable to the Servicer, and shall provide
for at least 30 days prior written notice of any cancellation, reduction in
amount or material change in coverage to the Servicer.

                                      -54-
<PAGE>

            The hazard insurance policies for each Mortgage Loan secured by a
unit in a condominium development or planned unit development shall be
maintained with respect to such Mortgage Loan and the related development in a
manner which is consistent with Fannie Mae requirements.

            Notwithstanding the foregoing, the Servicer may maintain a blanket
policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans in lieu of maintaining the required hazard
insurance policies for each Mortgage Loan and may maintain a blanket policy
insuring against special flood hazards in lieu of maintaining any required flood
insurance. Any such blanket policies shall (A) be consistent with prudent
industry standards, (B) name the Servicer as loss payee, (C) provide coverage in
an amount equal to the aggregate unpaid principal balance on the related
Mortgage Loans without co-insurance, and (D) otherwise comply with the
requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a
separate policy otherwise complying with this Section 3.12 and a loss occurs
with respect to such Mortgaged Property which loss would have been covered by
such a policy, the Servicer shall deposit in the Servicer Custodial Account the
difference, if any, between the amount that would have been payable under a
separate policy complying with this Section 3.12 and the amount paid under such
blanket policy.

            Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. (a) Except as otherwise provided in this Section 3.13, when any
Mortgaged Property subject to a Mortgage has been conveyed by the Mortgagor, the
Servicer shall use reasonable efforts, to the extent that it has actual
knowledge of such conveyance, to enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable law and
governmental regulations, but only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such
rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise required under such Mortgage Note or Mortgage as a condition to such
transfer. If (i) the Servicer is prohibited by law from enforcing any such
due-on-sale clause, (ii) coverage under any Required Insurance Policy would be
adversely affected, (iii) the Mortgage Note does not include a due-on-sale
clause or (iv) nonenforcement is otherwise permitted hereunder, the Servicer is
authorized, subject to Section 3.13(b), to take or enter into an assumption and
modification agreement from or with the Person to whom such Mortgaged Property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable state law,
the Mortgagor remains liable thereon; provided that the Mortgage Loan shall
continue to be covered (if so covered before the Servicer enters such agreement)
by the applicable Required Insurance Policies. The Servicer, subject to Section
3.13(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section 3.13 by reason of any transfer or
assumption which

                                      -55-
<PAGE>

the Servicer reasonably believes it is restricted by law from preventing, for
any reason whatsoever.

            (b) Subject to the Servicer's duty to enforce any due on sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage or if an instrument of release is required
releasing the Mortgagor from liability on the Mortgage Loan, the Servicer shall
prepare and execute the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person. In connection with any such
assumption, no material term of the Mortgage Note may be changed. In addition,
the substitute Mortgagor and the Mortgaged Property must be acceptable to the
Servicer in accordance with its underwriting standards as then in effect.
Together with each such substitution, assumption or other agreement or
instrument, the Servicer shall execute an Officer's Certificate signed by a
Servicing Officer stating that the requirements of this subsection have been
met. The Servicer shall notify the Trustee that any such substitution or
assumption agreement has been completed by forwarding to the Trustee (or at the
direction of the Trustee, the Custodian) the Officer's Certificate described in
the previous sentence and the original of such substitution or assumption
agreement, which in the case of the original shall be added to the related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting a
part thereof. Any fee collected by the Servicer for entering into an assumption
or substitution of liability agreement may be retained by the Servicer as
additional Servicing Compensation.

            Section 3.14 Realization Upon Defaulted Mortgage Loans; REO
Property. Subject to Section 3.21, the Servicer shall use reasonable efforts to
foreclose upon or otherwise comparably convert the ownership of Mortgaged
Properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments. In connection with such foreclosure or other conversion,
the Servicer shall follow Customary Servicing Procedures and shall meet the
requirements of the insurer under any Required Insurance Policy; provided,
however, that the Servicer may enter into a special servicing agreement with an
unaffiliated Holder of 100% Percentage Interest of a Class of Subordinate
Certificates or a holder of a class of securities representing interests in the
Subordinate Certificates alone or together with other subordinated mortgage
pass-through certificates. Such agreement shall be substantially in the form
attached hereto as Exhibit K or subject to each Rating Agency's acknowledgment
that the ratings of the Certificates in effect immediately prior to the entering
into such agreement would not be qualified, downgraded or withdrawn and the
Certificates would not be placed on credit review status (except for possible
upgrading) as a result of such agreement. Any such agreement may contain
provisions whereby such holder may instruct the Servicer to commence or delay
foreclosure proceedings with respect to delinquent Mortgage Loans and will
contain provisions for the deposit of cash by the holder that would be available
for distribution to Certificateholders if Liquidation Proceeds are less than
they otherwise may have been had the Servicer acted in accordance with its
normal procedures. Notwithstanding the foregoing, the Servicer shall not be
required to expend its own funds in

                                      -56-
<PAGE>

connection with any foreclosure or towards the restoration of any Mortgaged
Property unless it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan after
reimbursement to itself of such expenses and (ii) that such expenses will be
recoverable to it through proceeds of the liquidation of the Mortgage Loan
(respecting which it shall have priority for purposes of withdrawals from the
Servicer Custodial Account). Any such expenditures shall constitute Servicing
Advances for purposes of this Agreement.

            With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer shall ensure
that the title to such REO Property references this Agreement and the Trustee's
capacity hereunder. Pursuant to its efforts to sell such REO Property, the
Servicer shall either itself or through an agent selected by the Servicer
manage, conserve, protect and operate such REO Property in the same manner that
it manages, conserves, protects and operates other foreclosed property for its
own account and in the same manner that similar property in the same locality as
the REO Property is managed. Incident to its conservation and protection of the
interests of the Certificateholders, the Servicer may rent the same, or any part
thereof, as the Servicer deems to be in the best interest of the
Certificateholders for the period prior to the sale of such REO Property. The
Servicer shall prepare for and deliver to the Trustee a statement with respect
to each REO Property that has been rented, if any, showing the aggregate rental
income received and all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions;
provided, however, that the Servicer shall have no duty to rent any REO Property
on behalf of the Trust. The net monthly rental income, if any, from such REO
Property shall be deposited in the Servicer Custodial Account no later than the
close of business on each Determination Date. The Servicer shall perform, with
respect to the Mortgage Loans, the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and, if required by
Section 6050P of the Code with respect to the cancellation of indebtedness by
certain financial entities, by preparing such tax and information returns as may
be required, in the form required.

            If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" (as defined in Section 860F of the Code) on
either of the Upper-Tier REMIC or the Lower-Tier REMIC or cause either REMIC
created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding, or (B) the Trustee (at the Servicer's expense) or
the Servicer shall have applied for, prior to the expiration of the REO
Disposition Period, an extension of the REO Disposition Period in the manner
contemplated by

                                      -57-
<PAGE>

Section 856(e)(3) of the Code. If such an Opinion of Counsel is provided or such
an exemption is obtained, the Trust may continue to hold such Mortgaged Property
(subject to any conditions contained in such Opinion of Counsel) for the
applicable period. Notwithstanding any other provision of this Agreement, no
Mortgaged Property acquired by the Trust shall be rented (or allowed to continue
to be rented) or otherwise used for the production of income by or on behalf of
the Trust in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or (ii) subject either REMIC created
hereunder to the imposition of any federal, state or local income taxes on the
income earned from such Mortgaged Property under Section 860G(c) of the Code or
otherwise, unless the Servicer has agreed to indemnify and hold harmless the
Trust with respect to the imposition of any such taxes. The Servicer shall
identify to the Trustee any Mortgaged Property relating to a Mortgage Loan held
by the Trust for 30 months for which no plans to dispose of such Mortgaged
Property by the Servicer have been made. After delivery of such identification,
the Servicer shall proceed to dispose of any such Mortgaged Property by holding
a commercially reasonable auction for such property.

            The income earned from the management of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances, shall be applied to
the payment of principal of and interest on the related defaulted Mortgage Loans
(solely for the purposes of allocating principal and interest, interest shall be
treated as accruing as though such Mortgage Loans were still current) and all
such income shall be deemed, for all purposes in this Agreement, to be payments
on account of principal and interest on the related Mortgage Notes and shall be
deposited into the Servicer Custodial Account. To the extent the net income
received during any calendar month is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Interest Rate
on the related Mortgage Loan for such calendar month, such excess shall be
considered to be a partial prepayment of principal of the related Mortgage Loan.

            The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
and Servicing Fees; second, to reimburse the Servicer for any unreimbursed
Periodic Advances and to reimburse the Servicer Custodial Account for any
Nonrecoverable Advances (or portions thereof) that were previously withdrawn by
the Servicer pursuant to Section 3.11(a)(iii) that related to such Mortgage
Loan; third, to accrued and unpaid interest (to the extent no Periodic Advance
has been made for such amount or any such Periodic Advance has been reimbursed)
on the Mortgage Loan or related REO Property, at the Mortgage Interest Rate to
the Due Date occurring in the month in which such amounts are required to be
distributed; and fourth, as a recovery of principal of the Mortgage Loan. Excess
Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be
retained by the Servicer as additional Servicing Compensation pursuant to
Section 3.17.

            Section 3.15 Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Trustee (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 Servicer with the

                                      -58-
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Mortgage File) of a Request for Release (which may be delivered in an electronic
format acceptable to the Trustee and the Servicer). Upon receipt of such
request, the Trustee or the Custodian, as applicable, shall within seven
Business Days release the related Mortgage File to the Servicer. The Trustee
shall deliver to the Servicer the Mortgage Note with written evidence of
cancellation thereon. If the Mortgage has been recorded in the name of MERS or
its designee, the Servicer shall take all necessary action to reflect the
release of the Mortgage on the records of MERS. Expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the related Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose
collection under any policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the 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 Servicing Officer, release the
Mortgage File within seven Business Days to the Servicer. Subject to the further
limitations set forth below, the Servicer shall cause the Mortgage File so
released to be returned to the Trustee or the Custodian, as applicable, when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Servicer Custodial
Account, in which case the Servicer shall deliver to the Trustee or the
Custodian, as applicable, a Request for Release, signed by a Servicing Officer.

            Upon prepayment in full of any Mortgage Loan or the receipt of
notice that funds for such purpose have been placed in escrow, the Servicer
shall give an instrument of satisfaction (or Assignment of Mortgage without
recourse) regarding the Mortgaged Property relating to such Mortgage Loan, which
instrument of satisfaction or Assignment of Mortgage, as the case may be, shall
be delivered to the Person entitled thereto against receipt of the prepayment in
full. If the Mortgage is registered in the name of MERS or its designee, the
Servicer shall take all necessary action to reflect the release on the records
of MERS. In lieu of executing such satisfaction or Assignment of Mortgage, or if
another document is required to be executed by the Trustee, the Servicer may
deliver or cause to be delivered to the Trustee, for signature, as appropriate,
any court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.

            Section 3.16 Documents, Records and Funds in Possession of the
Servicer to be Held for the Trustee. The Servicer shall transmit to the Trustee
or, at the direction of the Trustee, the Custodian as required by this Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. The documents constituting the Servicing File shall be held by
the Servicer as custodian and bailee for the Trustee. All Mortgage Files and
funds collected or held by, or under the control of, the Servicer in respect of
any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds, including but not limited to, any funds
on

                                      -59-
<PAGE>

deposit in the Servicer Custodial Account, shall be held by the Servicer for and
on behalf of the Trustee and shall be and remain the sole and exclusive property
of the Trustee, subject to the applicable provisions of this Agreement. The
Servicer also agrees that it shall not knowingly create, incur or subject any
Mortgage File or any funds that are deposited in the Servicer Custodial Account,
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.

            Section 3.17 Servicing Compensation. The Servicer shall be entitled
out of each payment of interest on a Mortgage Loan (or portion thereof) and
included in the Trust Estate to retain or withdraw from the Servicer Custodial
Account an amount equal to the Servicing Fee for such Distribution Date;
provided, however, that the aggregate Servicing Fee for the Servicer relating to
the Mortgage Loans shall be reduced (but not below zero) by an amount equal to
the Compensating Interest.

            Any additional Servicing Compensation shall be retained by the
Servicer to the extent not required to be deposited in the Servicer Custodial
Account pursuant to Section 3.08(b). The Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as specifically
provided in this Agreement.

            Section 3.18 Annual Statement as to Compliance. The Trustee and the
Servicer shall deliver, and the Servicer shall cause each Additional Servicer
engaged by it to deliver, in electronic form to the Depositor, the Trustee and
each Rating Agency on or before March 5 of each year or if such day is not a
Business Day, the next Business Day (with a 10 calendar day cure period, but in
no event later than March 15), followed by a hard copy within 10 calendar days,
commencing in March 20  , a certificate in the form required by Item 1123 of
Regulation AB, to the effect that (i) an authorized officer of the Trustee, the
Servicer or the Additional Servicer, as the case may be, has reviewed (or a
review has been made under his or her supervision of) such party's activities
under this Agreement, or such other applicable agreement in the case of an
Additional Servicer, during the prior calendar year or portion thereof and (ii)
to the best of such officer's knowledge, based on such review, such party has
fulfilled all of its obligations under this Agreement, or such other applicable
agreement in the case of an Additional Servicer, in all material respects
throughout the prior calendar year or portion thereof or, if there has been a
failure to fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status thereof. Promptly
after receipt of each such certificate, the Depositor shall review such
certificate and, if applicable, consult with the Servicer and the Trustee as to
the nature of any failure to fulfill any obligation under the Agreement, or such
other applicable agreement in the case of an Additional Servicer, in any
material respect.

            Section 3.19 Assessments of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports. (a) Each of the Servicer and the Trustee,
at its own

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<PAGE>

expense, shall furnish, and shall cause any Servicing Function Participant
engaged by it to furnish, at such party's expense, to the Trustee and the
Depositor in electronic form, not later than March 5 of each year or if such day
is not a Business Day, the next Business Day (with a 10 calendar day cure
period, but in no event later than March 15), followed by a hard copy within 10
calendar days, commencing in March 20  , a report on an assessment of compliance
with the Servicing Criteria applicable to it that contains (A) a statement by
such party of its responsibility for assessing compliance with the Servicing
Criteria applicable to it, (B) a statement that such party used the Servicing
Criteria to assess compliance with the Servicing Criteria applicable to it, (C)
such party's assessment of compliance with the Servicing Criteria applicable to
it as of and for the fiscal year covered by the Form 10-K required to be filed
pursuant to Section 3.22, including, if there has been any material instance of
noncompliance with the Servicing Criteria applicable to it, a discussion of each
such failure and the nature and status thereof, and (D) a statement that a
registered public accounting firm has issued an attestation report on such
party's assessment of compliance with the Servicing Criteria applicable to such
party as of and for such period.

            Each such assessment of compliance report shall be addressed to the
Depositor and the Servicer and signed by an authorized officer of the applicable
party, and shall address each of the Relevant Servicing Criteria set forth on
Exhibit Q hereto, or as set forth in the notification furnished to the Depositor
and the Trustee pursuant to Section 3.19(c). The Servicer and the Trustee hereby
acknowledge and agree that their respective assessments of compliance will cover
the items identified on Exhibit Q hereto as being covered by such party. The
parties to this Agreement acknowledge that where a particular Servicing
Criterion has multiple components, each party's assessment of compliance (and
related attestation of compliance) will relate only to those components that are
applicable to such party. Promptly after receipt of each such report on
assessment of compliance, the Depositor shall review each such report and, if
applicable, consult with the Servicer or the Trustee as to the nature of any
material instance of noncompliance with the Servicing Criteria applicable to it
(or any Servicing Function Participant engaged or utilized by the Servicer or
the Trustee, as applicable).

            (b) Each of the Servicer and the Trustee, at its own expense, shall
cause, and shall cause any Servicing Function Participant engaged by it, at such
party's expense, to cause, not later than March 5 of each year or if such day is
not a Business Day, the next Business Day (with a 10 calendar day cure period),
commencing in March 20  , a registered public accounting firm (which may also
render other services to the Servicer, the Trustee, or such other Servicing
Function Participants, as the case may be) and that is a member of the American
Institute of Certified Public Accountants to furnish electronically a report to
the Trustee and the Depositor (with a hard copy to follow within 10 calendar
days), to the effect that (i) it has obtained a representation regarding certain
matters from the management of such party, which includes an assertion that such
party has complied with the Servicing Criteria applicable to it, and (ii) on the
basis of an examination conducted by such firm in accordance with standards for
attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, it is expressing an opinion as to whether such party's
assessment of compliance with the Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion

                                      -61-
<PAGE>

regarding such party's assessment of compliance with the Servicing Criteria. In
the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not contain
restricted use language.

            Promptly after receipt of each such accountants' attestation report,
the Depositor shall review the report and, if applicable, consult with the
Servicer or the Trustee if such report (i) states that a party's assessment of
compliance was not fairly stated in any material respect or (ii) is unable to
state an overall opinion.

            (c) No later than 30 days following the end of each fiscal year for
the Trust for which a Form 10-K is required to be filed, the Servicer shall
forward to the Trustee the name of each Servicing Function Participant engaged
by it and what Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Function Participant.

            (d) Beginning with fiscal year 20   and thereafter, none of the
Servicer, the Trustee or any Servicing Function Participant engaged by such
parties shall be required to deliver or cause the delivery of any such
assessments or attestation reports until April 15 unless such party has received
written notice from the Depositor that a Form 10-K is required to be filed in
respect of the Trust for the preceding fiscal year.

            Section 3.20 Advances. The Servicer shall determine on or before
each Servicer Advance Date whether it is required to make a Periodic Advance
pursuant to the definition thereof. If the Servicer determines it is required to
make a Periodic Advance, it shall, on or before the Servicer Advance Date,
either (a) deposit into the Servicer Custodial Account an amount equal to the
Advance and/or (b) make an appropriate entry in its records relating to the
Servicer Custodial Account that any portion of the Amount Held for Future
Distribution with respect to a Loan Group in the Servicer Custodial Account has
been used by the Servicer in discharge of its obligation to make any such
Periodic Advance on a Mortgage Loan in such Loan Group. Any funds so applied
shall be replaced by the Servicer by deposit in the Servicer Custodial Account
no later than the close of business on the Business Day preceding the next
Servicer Advance Date. The Servicer shall be entitled to be reimbursed from the
Servicer Custodial Account for all Advances of its own funds made pursuant to
this Section 3.20 as provided in Section 3.11(a). The obligation to make
Periodic Advances with respect to any Mortgage Loan shall continue until the
ultimate disposition of the REO Property or Mortgaged Property relating to such
Mortgage Loan. The Servicer shall inform the Trustee of the amount of the
Periodic Advance to be made by the Servicer with respect to each Loan Group on
each Servicer Advance Date no later than the related Remittance Date.

            The Servicer shall deliver to the Trustee on the related Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Periodic Advance determined by the Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the Servicer
shall not be required to make any Periodic Advance or Servicing Advance that
would be a Nonrecoverable Advance.

                                      -62-
<PAGE>

            Section 3.21 Modifications, Waivers, Amendments and Consents. (a)
Subject to this Section 3.21, the Servicer may agree to any modification,
waiver, forbearance, or amendment of any term of any Mortgage Loan without the
consent of the Trustee or any Certificateholder. All modifications, waivers,
forbearances or amendments of any Mortgage Loan shall be in writing and shall be
consistent with Customary Servicing Procedures.

            (b) The Servicer shall not agree to enter into, and shall not enter
into, any modification, waiver (other than a waiver referred to in Section 3.13,
which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:

            (i) forgive principal owing under such Mortgage Loan or permanently
      reduce the interest rate on such Mortgage Loan;

            (ii) affect the amount or timing of any related payment of
      principal, interest or other amount payable thereunder;

            (iii) in the Servicer's judgment, materially impair the security for
      such Mortgage Loan or reduce the likelihood of timely payment of amounts
      due thereon; or

            (iv) otherwise constitute a "significant modification" within the
      meaning of Treasury Regulations Section 1.860G-2(b);

unless, in the case of clauses (ii) through (iv) above, (A) such Mortgage Loan
is 90 days or more past due or (B) the Servicer delivers to the Trustee an
Opinion of Counsel to the effect that such modification, waiver, forbearance or
amendment would not affect the REMIC status of either of the Upper Tier REMIC or
the Lower Tier REMIC. Notwithstanding the foregoing, no Opinion of Counsel need
be delivered if the purpose of the modification is to reduce the Monthly Payment
on a Mortgage Loan as a result of a partial Principal Prepayment provided that
the Mortgage Loan is fully amortized by its original maturity date. Subject to
Customary Servicing Procedures, the Servicer may permit a forbearance for a
Mortgage Loan which in the Servicer's judgment is subject to imminent default.

            (c) The Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, waiver, forbearance or amendment, the
granting of which is within the Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Servicer, as additional Servicing Compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, together with any related costs and expenses incurred by the
Servicer, which amount shall be retained by the Servicer as additional Servicing
Compensation.

            (d) The Servicer shall notify the Depositor and the Trustee, in
writing, of any modification, waiver, forbearance or amendment of any term of
any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at
the direction of the Trustee, the Custodian) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification,
waiver, forbearance or amendment, promptly (and in any event within ten Business
Days) following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, the Servicer (i) shall

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<PAGE>

deliver to the Trustee a copy thereof and (ii) shall deliver to the Trustee such
document, with evidence of notification upon receipt thereof from the public
recording office.

            Section 3.22 Reports to the Securities and Exchange Commission. (a)
The Trustee and the Servicer shall reasonably cooperate with the Depositor to
enable the Depositor to satisfy its reporting requirements under the Exchange
Act and the parties hereto shall reasonably cooperate to enable the Securities
and Exchange Commission requirements with respect to the Depositor to be met in
the event that the Securities and Exchange Commission issues additional
interpretive guidelines or promulgates rules or regulations, or in the event of
any other change of law that would require reporting arrangements or the
allocation of responsibilities with respect thereto, as described in this
Section 3.22, to be conducted or allocated in a different manner. Without
limiting the generality of the foregoing, the Trustee shall prepare on behalf of
the Depositor any Current Reports on Form 8-K (each, a "Form 8-K"), Distribution
Reports on Form 10-D (each, a "Form 10-D") and Annual Reports on Form 10-K
(each, a "Form 10-K") as required by the Exchange Act and the rules and
regulations of the Securities and Exchange Commission thereunder, the Servicer
shall sign and the Trustee shall file (via the Securities and Exchange
Commission's Electronic Data Gathering and Retrieval System) such forms on
behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file
the Form 8-Ks in connection with the issuance of the Certificates.

            (b) Each Form 10-D shall be filed by the Trustee within 15 days
after each Distribution Date and will include a copy of the monthly statement to
Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution
Date Statement") for such Distribution Date as an exhibit thereto. In addition,
the Trustee shall include under Item 1 of each Form 10-D any information
required by Item 1121 of Regulation AB to the extent relevant that is not
included on the Distribution Date Statement. Any disclosure in addition to the
Distribution Date Statement and any other information required by Item 1121 of
Regulation AB ("Additional Form 10-D Information") shall be determined by the
party preparing such information as set forth on Exhibit R-1 hereto and the
Trustee shall compile such disclosure pursuant to the following paragraph. The
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Information, except to the extent of its
obligations as set forth in the next paragraph.

            As set forth on Exhibit R-1 hereto, within 5 calendar days after the
related Distribution Date, certain parties hereto shall be required to provide
to the Depositor and the Trustee, to the extent known by such parties, any
Additional Form 10-D Information, if applicable. The Depositor will be
responsible for all reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-D Information on
Form 10-D pursuant to this paragraph, including converting any such disclosure
to an EDGAR-compatible format.

            After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor and the Servicer
for review. No later than 2 Business Days prior to the 15th calendar day after
the related Distribution Date, the Depositor and Servicer shall each indicate to
the Trustee their consent to the form and substance of the draft Form 10-D
(which consent may be in electronic form). If a Form 10-D cannot be filed on
time or if a previously filed Form 10-D needs to be amended, the Trustee will
follow the procedures

                                      -64-
<PAGE>

set forth in Section 3.22(e). Promptly (but no later than one Business Day)
after filing with the Securities and Exchange Commission, the Trustee will make
available on its internet website a final executed copy of each Form 10-D. The
Trustee shall have no liability for any loss, expense, damage or claim arising
out of or with respect to any failure to properly prepare and/or timely file
such Form 10-D, where such failure results from the Trustee's inability or
failure to obtain or receive, on a timely basis, any information from any party
hereto (other than the Trustee or any Servicing Function Participant utilized by
the Trustee) needed to prepare, arrange for execution or file such Form 10-D,
not resulting from its own negligence, bad faith or willful misconduct.

            (c) On or before 90 days after the end of each fiscal year of the
Trust (or such earlier date as may be required by the Exchange Act and the rules
and regulations of the Securities and Exchange Commission) commencing in 20  ,
the Trustee shall file a Form 10-K, in form and substance as required by
applicable law or applicable Securities and Exchange Commission staff
interpretations. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
time frames set forth in this Agreement: (i) an annual compliance statement for
the Trustee, the Servicer and each Additional Servicer, as described under
Section 3.18, (ii)(A) the annual reports on assessment of compliance with
Servicing Criteria for the Servicer, the Trustee and each Servicing Function
Participant, as described under Section 3.19, and (B) if the Servicer's, the
Trustee's or each Servicing Function Participant's report on assessment of
compliance with Servicing Criteria described under Section 3.19 identifies any
material instance of noncompliance or is not included, disclosure identifying
such instance of noncompliance or disclosure that such report is not included
and an explanation thereof, as the case may be, (iii)(A) the registered public
accounting firm attestation report for the Servicer, the Trustee and each
Servicing Function Participant, as described under Section 3.19, and (B) if any
registered public accounting firm attestation report described under Section
3.19 identifies any material instance of noncompliance or is not included,
disclosure identifying such instance of noncompliance or disclosure that such
report is not included and an explanation thereof, as the case may be, and (iv)
a Certification as described in this Section 3.22(c). Any disclosure or
information in addition to (i) through (iv) above that is required to be
included on Form 10-K ("Additional Form 10-K Information") shall be prepared by
the party responsible for preparing such disclosure as set forth on Exhibit R-2
hereto and the Trustee shall compile such disclosure pursuant to the following
paragraph. The Trustee will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Information, except to the
extent of its obligations as set forth in the next paragraph.

            As set forth on Exhibit R-2 hereto, no later than March 1st of each
year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 20  , certain parties to this Agreement shall be required to
provide to the Trustee and the Depositor, to the extent known by such applicable
parties, any Additional Form 10 K Information, if applicable. The Depositor will
be responsible for all reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-K Information on
Form 10-K pursuant to this paragraph, including converting any such disclosure
to an EDGAR-compatible format.

                                      -65-
<PAGE>

            After preparing the Form 10-K, the Trustee shall forward
electronically a draft copy of the Form 10-K to the Depositor and the Servicer
for review. No later than the close of business on the third Business Day prior
to the 10-K Filing Deadline, a senior officer of the Servicer in charge of the
servicing function shall sign the Form 10-K and return an electronic or fax copy
of such signed Form 10-K, together with a signed copy of the certification (the
"Certification") attached hereto as Exhibit O and required to be included with
each Form 10-K pursuant to the Sarbanes-Oxley Act of 2002, as amended (with an
original executed hard copy of each to follow by overnight mail) to the Trustee.
If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
to be amended, the Trustee will follow the procedures set forth in Section
3.22(e). Promptly (but no later than one Business Day) after filing with the
Securities and Exchange Commission, the Trustee will make available on its
internet website a final executed copy of each Form 10-K. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 3.22(c) related to the timely preparation and filing of Form 10-K
is contingent upon such parties (and any Additional Servicer or Servicing
Function Participant) strictly observing all applicable deadlines in the
performance of their duties under this Section 3.22, Section 3.18 and Section
3.19. The Trustee shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare and/or timely
file such Form 10-K, where such failure results from the Trustee's inability or
failure to obtain or receive, on a timely basis, any information from any party
hereto (other than the Trustee or any Servicing Function Participant utilized by
the Trustee) needed to prepare, arrange for execution or file such Form 10-K,
not resulting from its own negligence, bad faith or willful misconduct.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, the Trustee shall provide to the Servicer, on or before March
5 of each year or if such day is not a Business Day, the next Business Day (with
a 10 calendar day cure period), followed by a hard copy within 10 days,
commencing in March 20  , and otherwise within a reasonable period of time upon
request, a certification in the form attached hereto as Exhibit P. In the event
the Trustee is terminated or resigns pursuant to the terms of this Agreement,
such Trustee shall provide a certification in the form attached hereto as
Exhibit P with respect to the period of time it was subject to this Agreement.
In addition, the Trustee shall indemnify and hold harmless the Depositor, the
Servicer and the Sponsor and their officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon any inaccuracy in (i) the assessment of compliance
with the Servicing Criteria pursuant to Section 3.19 provided by Trustee or any
Servicing Function Participant appointed by the Trustee and (ii) the
certification provided by the Trustee pursuant to this Section 3.22(c), any
breach of the obligations under Sections 3.19 and 3.22(c) of the Trustee or any
Servicing Function Participant appointed by the Trustee or the Trustee's or such
Servicing Function Participant's negligence, bad faith or willful misconduct in
connection therewith. If the indemnification provided for herein is unavailable
or insufficient to hold harmless the Depositor, the Servicer and the Sponsor and
their officers, directors and affiliates, then the Trustee agrees that it shall
contribute to the amount paid or payable by the Depositor, the Servicer and the
Sponsor, any of their officers, directors or affiliates as a result of the
losses, claims, damages or liabilities of the Depositor, the Servicer or the
Sponsor, any of their officers, directors or affiliates in such proportion as is
appropriate to reflect the relative fault of the Depositor, the Servicer and the
Sponsor and each of their officers, directors and affiliates on the one hand and
the Trustee on the other in connection

                                      -66-
<PAGE>

with a breach of the Trustee's obligations under this Section 3.22(c) or the
Trustee's negligence, bad faith or willful misconduct in connection therewith.

            (d) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and
also if requested by the Depositor, the Trustee shall prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act, provided that the
Depositor shall file the initial Form 8-Ks in connection with the issuance of
the Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K (such information, "Form
8-K Information") shall be reported to the Depositor and the Trustee by the
parties set forth on Exhibit R-3 hereto and compiled by the Trustee pursuant to
the following paragraph. The Trustee will have no duty or liability for any
failure hereunder to determine or prepare any Form 8-K Information or any Form
8-K, except to the extent of its obligations as set forth in the next paragraph.

            As set forth on Exhibit R-3 hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than 12:00 noon on
the second Business Day after the occurrence of a Reportable Event certain
parties to this Agreement shall be required to provide to the Depositor and the
Trustee, to the extent known by such applicable parties, any Form 8-K
Information, if applicable. The Depositor will be responsible for all reasonable
fees and expenses assessed or incurred by the Trustee in connection with
including any Form 8-K Information on Form 8-K pursuant to this paragraph,
including converting any such disclosure to an EDGAR-compatible format.

            After preparing the Form 8-K, the Trustee shall forward
electronically a draft copy of the Form 8-K to the Depositor for review,
verification and execution by the Depositor. No later than 12:00 noon on the
fourth Business Day after the Reportable Event, an officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form
8-K (with an original executed hard copy to follow by overnight mail) to the
Trustee. Promptly (but no later than one Business Day) after filing with the
Securities and Exchange Commission, the Trustee will, make available on its
internet website a final executed copy of each Form 8-K filed by it. If a Form
8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Trustee will follow the procedures set forth in Section 3.22(e).
The Depositor acknowledges that the performance by the Trustee of its duties
under this Section 3.22(d) related to the timely preparation and filing of Form
8-K is contingent upon the parties to this Agreement and any other Person
obligated to provide Form 8-K Information as set forth on Exhibit R-3 hereto,
observing all applicable deadlines in the performance of their duties under this
Section 3.22(d). The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 8-K, where such failure results from the
Trustee's inability or failure to obtain or receive, on a timely basis, any
information from any party hereto (other than the Trustee or any Servicing
Function Participant utilized by the Trustee) needed to prepare, arrange for
execution or file such Form 8-K, not resulting from its own negligence, bad
faith or willful misconduct.

            (e) In the event that the Trustee is unable to timely file with the
Securities and Exchange Commission all or any required portion of any Form 8-K,
Form 10-D or Form 10-K required to be filed by this Agreement because required
information was either not delivered to it

                                      -67-
<PAGE>

or delivered to it after the delivery deadlines set forth in this Agreement or
for any other reason, the Trustee will immediately notify the Depositor and the
Servicer by telephone. In the case of Form 10-D and Form 10-K, the Depositor,
Servicer and Trustee will cooperate to prepare and file a Form 12b-25 pursuant
to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trustee will,
upon receipt of all information required to be included on Form 8-K, file such
Form 8-K. Within 5 calendar days following the original due date of the Form
10-D, the Trustee shall prepare and file the related Form 10-D. Within 15 days
following the original due date of the Form 10-K, the Trustee shall prepare and
file the related Form 10-K. In the event that any previously filed Form 8-K,
Form 10-D or Form 10-K needs to be amended, the party to this Agreement deciding
that an amendment to such Form 8-K, Form 10-D or Form 10-K is required will
notify the Depositor, the Trustee and the Servicer and such parties will
cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any
Form 12b-25 or any amendment to Form 10-D or Form 10-K shall be signed by a
senior officer of the Servicer in charge of the servicing function. Any
amendment to Form 8-K or any Form 15 (as described in Section 3.22(g)) shall be
signed by an officer of the Depositor. The Depositor and Servicer acknowledge
that the performance by the Trustee of its duties under this Section 3.22(e)
related to the timely preparation and filing of a Form 12b-25 or any amendment
to Form 8-K, Form 10-D or Form 10-K is contingent upon the Servicer and the
Depositor performing their duties under this Section. The Trustee shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare and/or timely file any such Form 12b-25 or any
amendments to Form 8-K, Form 10-D or Form 10-K, where such failure results from
the Trustee's inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto (other than the Trustee or any Servicing
Function Participant utilized by the Trustee) needed to prepare, arrange for
execution or file such Form 12b-25 or any amendments to Form 8-K, Form 10-D or
Form 10-K, not resulting from its own negligence, bad faith or wilful
misconduct.

            (f) Upon any filing with the Securities and Exchange Commission, the
Trustee shall promptly deliver or otherwise make available to the Depositor a
copy of any such executed report, statement or information.

            (g) The obligations set forth in paragraphs (a) through (f) of this
Section shall only apply with respect to periods for which the Trustee is
obligated to file reports on Form 8-K, 10-D or 10-K. Unless otherwise instructed
by the Depositor, prior to January 30th of the first year in which the Trustee
is permitted to do so under Section 15(d) of the Exchange Act and other
applicable law and regulations, the Trustee shall prepare and file with the
Securities and Exchange Commission a Form 15 Suspension Notification with
respect to the Trust, with a copy to the Depositor. At any time after the filing
of a Form 15 Suspension Notification, if the number of Certificateholders of
record exceeds the number set forth in Section 15(d) of the Exchange Act or the
regulations promulgated pursuant thereto which would cause the Trust to again
become subject to the reporting requirements of the Exchange Act, the Trustee
shall recommence preparing and filing reports on Form 10-D and 10-K as required
pursuant to this Section and the parties hereto will again have the obligations
set forth in paragraphs (a) through (f) of this Section.

            (h) The Depositor, the Trustee and the Servicer shall notify the
Depositor and the Trustee of any proceedings of the type described in Item 1117
of Regulation AB, together with a description thereof, within five Business Days
of any such party's knowledge thereof. In

                                      -68-
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addition, the Depositor, the Trustee and the Servicer shall notify the Depositor
and the Trustee of any affiliations or relationships that develop following the
Closing Date between the Depositor, the Trustee or the Servicer and any of
parties listed in Item 1119 of Regulation AB, together with a description
thereof, within five Business Days of any such party's knowledge thereof.

            Section 3.23 Buy-Down Account; Application of Buy-Down Funds. In
addition to the Servicer Custodial Account, if any of the Mortgage Loans are
Buy-Down Mortgage Loans, the Servicer shall establish and maintain a Buy-Down
Account, which is not part of the Trust Estate, and shall deposit therein all
Buy-Down Funds not later than the Business Day following the day of receipt and
posting by the Servicer. The Servicer shall keep and maintain a separate account
for each Buy-Down Mortgage Loan for the purpose of accounting for deposits to
and withdrawals from the Buy-Down Account. The Servicer shall invest the funds
in the Buy-Down Account in investments which are Permitted Investments. All
income and gain realized from any such investment, to the extent not required by
the applicable Buy-Down Agreements to be applied to pay interest on the related
Buy-Down Mortgage Loans, shall be for the benefit of the Servicer. The amount of
any losses incurred in respect of such investments shall be deposited in the
Buy-Down Account by the Servicer out of its own funds immediately as realized.

            With respect to each Buy-Down Mortgage Loan, on the Business Day
next following receipt of the Mortgagor's required monthly payment under the
related Buy-Down Agreement, the Servicer shall withdraw from the Buy-Down
Account and deposit in immediately available funds in the Servicer Custodial
Account an amount which, when added to such Mortgagor's payment, will equal the
full monthly payment due under the related Mortgage Note.

            Upon termination of a Buy-Down Agreement, no further Buy-Down Funds
relating thereto shall be deposited into the Servicer Custodial Account, and the
Servicer may withdraw the related Buy-Down Funds which remain in the Buy-Down
Account and distribute such funds as provided by such Buy-Down Agreement.

                                   ARTICLE IV

                             SERVICER'S CERTIFICATE

            Section 4.01 Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the Business Day following each Determination Date,
the Servicer shall deliver to the Trustee, a Servicer's Certificate (in
substance and format mutually acceptable to the Servicer and the Trustee)
certified by a Servicing Officer setting forth the information necessary in
order for the Trustee to perform its obligations under this Agreement. The
Trustee may conclusively rely upon the information contained in a Servicer's
Certificate for all purposes hereunder and shall have no duty to verify or
re-compute any of the information contained therein.

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<PAGE>

                                   ARTICLE V

                PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
                              REMIC ADMINISTRATION

            Section 5.01 Distributions. On each Distribution Date, based solely
on the information in the Servicer's Certificate, the Trustee shall distribute
or be deemed to distribute, as applicable, out of the Certificate Account or the
Upper-Tier Certificate Sub-Account, as applicable (to the extent funds are
available therein), to each Certificateholder of record on the related Record
Date (other than as provided in Section 10.01 respecting the final distribution)
(a) by check mailed to such Certificateholder entitled to receive a distribution
on such Distribution Date at the address appearing in the Certificate Register,
or (b) upon written request by the Holder of a Regular Certificate, by wire
transfer or by such other means of payment as such Certificateholder and the
Trustee shall agree upon, such Certificateholder's Percentage Interest in the
amount to which the related Class of Certificates is entitled in accordance with
the priorities set forth below in Section 5.02.

            None of the Holders of any Class of Certificates, the Depositor, the
Servicer or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.

            Amounts distributed with respect to any Class of Certificates shall
be applied first to the distribution of interest thereon and then to principal
thereon.

            Section 5.02 Priorities of Distributions. (a) On each Distribution
Date, based solely on the information contained in the Servicer's Certificate,
the Trustee shall withdraw from the Certificate Account (to the extent funds are
available therein) (1) the amount payable to the Trustee pursuant to Section
3.11(b)(ii) and shall pay such funds to itself, and (2) the Pool Distribution
Amount for each Loan Group, in an amount as specified in written notice received
by the Trustee from the Servicer no later than the Business Day following the
related Determination Date, and shall apply such funds (or be deemed to apply
such funds, as applicable), first to the payment to itself of the amount payable
with respect to such Loan Group pursuant to Section 3.11(b)(i) and then to
distributions in respect of the Uncertificated Lower-Tier Interests as specified
in this Section 5.02(a) and the Class 1-A-R Certificate in respect of the Class
R-L Interest. Distributions shall be made on the Certificates in the following
order of priority and to the extent of such funds, paying priorities (i) and
(ii) to each Group from the applicable Pool Distribution Amount and priorities
(iii) and (iv) from the remaining combined Pool Distribution Amounts, in the
following order of priority and to the extent of such funds:

            (i) to each Class of Senior Certificates of such Group, an amount
      allocable to interest equal to the Interest Distribution Amount for such
      Class and any shortfall being allocated among such Classes in proportion
      to the amount of the Interest Distribution Amount that would have been
      distributed in the absence of such shortfall;

            (ii) to the Senior Certificates of a Group, in an aggregate amount
      up to the Senior Principal Distribution Amount for such Group, such
      distribution to be allocated among such Classes in accordance with Section
      5.02(b) and;

                                      -70-
<PAGE>

            (iii) 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 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
            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 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
            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 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
            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 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
            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 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
            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 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
            until the Class Certificate Balance thereof has been reduced to
            zero; and

            (iv) to the Holder of the Class 1-A-R Certificate, any amounts
      remaining in the Upper-Tier Certificate Sub-Account and any remaining Pool
      Distribution Amounts.

                                      -71-
<PAGE>

            No Class of Certificates will be entitled to any distributions with
respect to the amount payable pursuant to clause (ii) of the definition of
"Interest Distribution Amount" after its Class Certificate Balance has been
reduced to zero.

            All distributions in respect of the Interest Distribution Amount for
a Class will be applied first with respect to the amount payable pursuant to
clause (i) of the definition of "Interest Distribution Amount," and second with
respect to the amount payable pursuant to clause (ii) of such definition.

            On each Distribution Date, the Trustee shall distribute any
Reimbursement Amount sequentially to the Classes of Certificates then
outstanding which bore the loss to which such Reimbursement Amount relates
beginning with the most senior of such Classes of Certificates, up to, with
respect to each Class, the amount of loss borne by such Class. Any Reimbursement
Amount remaining after the application described in the preceding sentence shall
be included in the applicable Pool Distribution Amount.

            On each Distribution Date, interest shall be distributed in respect
of each Uncertificated Lower-Tier Interest at the pass-through rate thereon, as
described in the final paragraph of this Section 5.02(a). On each Distribution
Date, distributions of principal with respect to the Uncertificated Lower-Tier
Interests shall be made first, to the Class 1-LS Interest, Class 2-LS Interest,
Class 3-LS Interest and Class 4-LS Interest, so as to keep their principal
balances equal to 0.1% of the Group Subordinate Amount for Loan Group 1, Loan
Group 2, Loan Group 3 and Loan Group 4, respectively (except that if any such
excess is a larger number than in the preceding distribution period, the least
amount of principal shall be distributed to the Class 1-LS Interest, Class 2-LS
Interest, Class 3-LS Interest and Class 4-LS Interest such that the Subordinate
Balance Ratio is maintained); and second, any remaining principal to the Class
1-L Interest, Class 2-L Interest, Class 3-L Interest and Class 4-L Interest. Any
distributions made to the Uncertificated Lower-Tier Interests pursuant to this
paragraph shall be made (a) from Loan Group 1 Principal Distribution Amounts to
Uncertificated Lower-Tier Interests beginning with the numeral "1," (b) from
Loan Group 2 Principal Distribution Amounts to Uncertificated Lower-Tier
Interests beginning with the numeral "2," (c) from Loan Group 3 Principal
Distribution Amounts to Uncertificated Lower-Tier Interests beginning with the
numeral "3" and (d) from Loan Group 4 Principal Distribution Amounts to
Uncertificated Lower-Tier Interests beginning with the numeral "4."

            Realized Losses shall be applied after all distributions have been
made on each Distribution Date first, to the Class 1-LS Interest, the Class 2-LS
Interest, the Class 3-LS Interest and the Class 4-LS Interest, so as to keep
their principal balances equal to 0.1% of the Group Subordinate Amount for Loan
Group 1, Loan Group 2, Loan Group 3 and Loan Group 4, respectively (except that
if any such excess is a larger number than in the preceding distribution period,
the least amount of Realized Losses shall be allocated to the Class 1-LS
Interest, Class 2-LS Interest, Class 3-LS Interest and Class 4-LS Interest such
that the Subordinate Balance Ratio is maintained); and second, the remaining
Realized Losses shall be allocated to the Class 1-L Interest, the Class 2-L
Interest, the Class 3-L Interest and the Class 4-L Interest. Any Realized Losses
allocated to the Uncertificated Lower-Tier Interests pursuant to this paragraph
shall be (a) from Realized Losses allocated to Loan Group 1 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "1," (b) from
Realized Losses allocated to Loan

                                      -72-
<PAGE>

Group 2 in the case of Uncertificated Lower-Tier Interests beginning with the
numeral "2," (c) from Realized Losses allocated to Loan Group 3 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "3" and (d) from
Realized Losses allocated to Loan Group 4 in the case of Uncertificated
Lower-Tier Interests beginning with the numeral "4."

            Recoveries and Reimbursement Amounts shall be applied to the
Uncertificated Lower-Tier Interests in a manner analogous to the application of
Realized Losses to the Uncertificated Lower-Tier Interests.

            As of any date, the aggregate principal balance of the Class 1-L
Interest and the Class 1-LS Interest shall equal the aggregate Stated Principal
Balance of Loan Group 1. As of any date, the aggregate principal balance of the
Class 2-L Interest and the Class 2-LS Interest shall equal the aggregate Stated
Principal Balance of Loan Group 2. As of any date, the aggregate principal
balance of the Class 3-L Interest and the Class 3-LS Interest shall equal the
aggregate Stated Principal Balance of Loan Group 3. As of any date, the
aggregate principal balance of the Class 4-L Interest and the Class 4-LS
Interest shall equal the aggregate Stated Principal Balance of Loan Group 4.

            The pass-through rate with respect to the Class 1-L Interest and the
Class 1-LS Interest shall be the Group 1 Lower-Tier Rate. The pass-through rate
with respect to the Class 2-L Interest and the Class 2-LS Interest shall be
Group 2 Lower-Tier Rate. The pass-through rate with respect to the Class 3-L
Interest and the Class 3-LS Interest shall be Group 3 Lower-Tier Rate. The
pass-through rate with respect to the Class 4-L Interest and the Class 4-LS
Interest shall be Group 4 Lower-Tier Rate. Amounts distributed to the
Uncertificated Lower-Tier Interests in respect of principal and interest with
respect to any Distribution Date are referred to herein collectively as the
"Lower-Tier Distribution Amount."

            (b) (i) With respect to the Senior Certificates of Group 1:

            On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 1-A Certificates pursuant
to Section 5.02(a)(ii) for such Distribution Date, will be distributed as
principal, sequentially, as follows:

            first, to the Class 1-A-R Certificate, until its Class Certificate
Balance has been reduced to zero; and

            second, to the Class 1-A-1 Certificates until their Class
Certificate Balance has been reduced to zero.

            (ii) With respect to the Senior Certificates of Group 2:

            On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 2-A Certificates pursuant
to Section 5.02(a)(ii) for such Distribution Date, will be distributed as
principal, concurrently, to the Class 2-A-1, Class 2-A-2 and Class 2-A-3
Certificates, pro rata, until their Class Certificate Balances have been reduced
to zero.

                                      -73-
<PAGE>

            (iii) With respect to the Senior Certificates of Group 3:

            On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 3-A Certificates pursuant
to Section 5.02(a)(ii) for such Distribution Date, will be distributed as
principal to the Class 3-A-1 Certificates until their Class Certificate Balance
has been reduced to zero.

            (iv) With respect to the Senior Certificates of Group 4:

            On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 4-A Certificates pursuant
to Section 5.02(a)(ii) for such Distribution Date, will be distributed as
principal to the Class 4-A-1 Certificates until their Class Certificate Balance
has been reduced to zero.

            (v) Notwithstanding the foregoing, on each Distribution Date prior
to the Senior Credit Support Depletion Date but on or after the date on which
the aggregate Class Certificate Balance of the Senior Certificates of a Group
have been reduced to zero, amounts otherwise distributable from the Unscheduled
Principal Amounts for the Related Loan Group on the Subordinate Certificates
will be paid as principal to the remaining classes of Senior Certificates
together with the applicable Senior Principal Distribution Amount in accordance
with the priorities set forth for the applicable Group in (i), (ii), (iii) or
(iv) above, provided that on such Distribution Date (a) the Aggregate
Subordinate Percentage for such Distribution Date is less than twice the initial
Aggregate Subordinate Percentage or (b) the outstanding principal balance of all
Mortgage Loans (including, for this purpose, any Mortgage Loans in foreclosure
or any REO Property and any Mortgage Loan for which the mortgagor has filed for
bankruptcy) delinquent 60 days or more (averaged over the preceding six-month
period), as a percentage of the aggregate Class Certificate Balance of the
Subordinate Certificates, is greater than or equal to 50%. If the Senior
Certificates of two or more Groups remain outstanding, the distributions
described above will be made to the Senior Certificates of such Groups, pro
rata, in proportion to the aggregate Class Certificate Balance of the Senior
Certificates of each such Group. In addition, if on any Distribution Date, after
giving effect to the second preceding sentence, the aggregate Class Certificate
Balance of the Senior Certificates of a Group is greater than the Adjusted Pool
Amount of the related Loan Group (any such Group, the "Undercollateralized
Group" and any such excess, the "Undercollateralized Amount"), all amounts
otherwise distributable as principal on the Subordinate Certificates pursuant to
5.02(a)(iii)(L), (J), (H), (F), (D) and (B), in that order, will be paid as
principal to the Senior Certificates of the Undercollateralized Group together
with the applicable Senior Principal Distribution Amount in accordance with the
priorities set forth for the applicable Group above under (i), (ii), (iii) or
(iv) until the aggregate Class Certificate Balance of the Senior Certificates
of the Undercollateralized Group equals the Adjusted Pool Amount of the related
Loan Group. Also, the amount of any Class Unpaid Interest Shortfalls with
respect to the Undercollateralized Group (including any Class Unpaid Interest
Shortfalls for such Distribution Date) will be paid to the Undercollateralized
Group prior to the payment of any Undercollateralized Amount from amounts
otherwise distributable as principal on the Subordinate Certificates pursuant to
Section 5.02(a)(iii)(L), (J), (H), (F), (D) and (B), in that order: such amount
will be paid to such Undercollateralized Group in accordance with the priorities
set forth in Section 5.02(a)(i) up to their Interest Distribution Amounts for
such Distribution Date. If two or more Groups are

                                      -74-
<PAGE>

Undercollateralized Groups, the distributions described above will be made, pro
rata, in proportion to the amount by which the aggregate Class Certificate
Balance of the Senior Certificates of each such Group exceeds the Adjusted Pool
Amount of the related Loan Group.

            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 Pool Distribution Amount with respect to a Loan Group available
to be distributed as principal of the Senior Certificates of the Related Group
shall be distributed concurrently, as principal, on such Classes, pro rata, on
the basis of their respective Class Certificate Balances, until the Class
Certificate Balances thereof are reduced to zero.

            (c) On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates for such Distribution Date shall be reduced by such Class'
pro rata share, based on such Class' Interest Distribution Amount for such
Distribution Date, without taking into account the allocation made by this
Section 5.02(c), of (A) Non-Supported Interest Shortfalls, (B) on and after the
Senior Credit Support Depletion Date, any other Realized Loss on the Mortgage
Loans in the Related Loan Group allocable to interest and (C) Relief Act
Reductions incurred on the Mortgage Loans during the calendar month preceding
the month of such Distribution Date.

            (d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iii), 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 which have a higher numerical Class designation than such Class,
divided by (ii) the aggregate Pool Stated Principal Balance for all Loan Groups
(the "Fractional Interest") is less than the Original Fractional Interest for
such Class, no distribution of principal in respect of clause (ii) of the
Subordinate Principal Distribution Amounts will be made to any Classes junior to
such Class (the "Restricted Classes"), the Class Certificate Balances of the
Restricted Classes will not be used in determining the Pro Rata Share for the
Subordinate Certificates that are not Restricted Classes; provided, however, if
the aggregate Class Certificate Balance of the Subordinate Certificates that are
not Restricted Classes is reduced to zero, then notwithstanding the above, any
funds remaining will be distributed sequentially to the Restricted Classes in
order of their respective numerical Class designations (beginning with the Class
of Restricted Certificates then outstanding with the lowest numerical Class
designation).

            Section 5.03 Allocation of Losses. (a) On or prior to each
Determination Date, the Servicer shall inform the Trustee in writing with
respect to each Mortgage Loan: (1) whether any Realized Loss is a Deficient
Valuation or a Debt Service Reduction, (2) of the amount of such loss or
Deficient Valuation, or of the terms of such Debt Service Reduction and (3) of
the total amount of Realized Losses on the Mortgage Loans in each Loan Group.
Based on such information, the Trustee shall determine the total amount of
Realized Losses on the Mortgage Loans in each Loan Group with respect to the
related Distribution Date. Realized Losses shall be allocated to the
Certificates by a reduction in the Class Certificate Balances of the designated
Classes pursuant to Section 5.03(b) below.

            (b) 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

                                      -75-
<PAGE>

Distribution Date by the amount, if any, necessary such that the aggregate of
the Class Certificate Balances of all outstanding Classes of Certificates (after
giving effect to the amount to be distributed as a distribution of principal on
such Distribution Date) equals the sum of the Adjusted Pool Amounts for such
Distribution Date.

            After the Senior Credit Support Depletion Date, the Class
Certificate Balances of the Senior Certificates of each Group in the
aggregate shall be reduced or increased on each Distribution Date by the amount,
if any, necessary such that the aggregate of the Class Certificate Balances of
all outstanding Classes of Senior Certificates of such Group (after giving
effect to the amount to be distributed as a distribution of principal) equals
the Adjusted Pool Amount for the Related Loan Group and Distribution Date.

            Any such reduction or increase shall be allocated among the Senior
Certificates of such Group based on the Class Certificate Balances immediately
prior to such Distribution Date.

            (c) Any reduction or increase in the Class Certificate Balance of a
Class of Certificates pursuant to Section 5.03(b) above shall be allocated among
the Certificates of such Class in proportion to their respective Percentage
Interests.

            (d) The calculation of the amount to be distributed as principal to
any Class of 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 such
Group, pro rata, on the basis of their respective Class Certificate Balances.

            (e) After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 2-A-3 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 2-A-3 Certificates will be
reduced by the Class 2-A-3 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balance of the Class 2-A-2 Certificates will not
be reduced by the Class 2-A-3 Loss Allocation Amount.

            Any increase allocated to the Class 2-A-2 Certificates pursuant to
Section 5.03(b) will instead increase the Class Certificate Balance of the Class
2-A-3 Certificates.

            (f) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest as provided in Section 5.02(a).

            (g) Notwithstanding any other provision of this Section 5.03, no
Class Certificate Balance of a Class will be increased on any Distribution Date
such that the Class

                                      -76-
<PAGE>

Certificate Balance of such Class exceeds its Initial Class Certificate Balance
less all distributions of principal previously distributed in respect of such
Class on prior Distribution Dates. Section 5.04 Statements to
Certificateholders. (a) Prior to the Distribution Date in each month, based upon
the information provided to the Trustee on the Servicer's Certificates delivered
to the Trustee pursuant to Section 4.01 and with respect to subsections (xxi)
and (xxii) below, after consultation with the Depositor, the Trustee shall
determine the following information with respect to such Distribution Date:

            (i) the date of such Distribution Date and the Determination Date
      for such Distribution Date;

            (ii) for each Class, the applicable Record Date and Interest Accrual
      Period;

            (iii) for each Group, the amount allocable to principal, separately
      identifying the aggregate amount of any Principal Prepayments and
      Liquidation Proceeds included therein;

            (iv) for each Group, 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;

            (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
      prior to and after giving effect to the distribution of principal on such
      Distribution Date;

            (vii) for each Loan Group, the Pool Stated Principal Balance for the
      following Distribution Date;

            (viii) for each Loan Group, the Senior Percentage and the
      Subordinate Percentage for the following Distribution Date and the Total
      Senior Percentage and Aggregate Subordinate Percentage for the following
      Distribution Date;

            (ix) the amount of the Servicing Fee paid to or retained by the
      Servicer with respect to each Loan Group and such Distribution Date;

            (x) the Pass-Through Rate for each such Class of Certificates with
      respect to such Distribution Date;

            (xi) for each Loan Group, the amount of Periodic Advances included
      in the distribution on such Distribution Date, the aggregate amount of
      Periodic Advances outstanding as of the close of business on such
      Distribution Date and the amount of Periodic Advances reimbursed since the
      previous Distribution Date;

                                      -77-
<PAGE>

            (xii) for each Loan Group, the amount of Servicing Advances made
      since the previous Distribution Date and the aggregate amount of Servicing
      Advances outstanding as of the close of business on such Distribution
      Date;

            (xiii) for each Loan Group, the number and aggregate Stated
      Principal Balance of Mortgage Loans, the Net WAC, the ranges of Mortgage
      Interest Rates for the Mortgage Loans, separated by 0.25%, the weighted
      average remaining term to maturity of the Mortgage Loans and the
      cumulative amount of Principal Prepayments, each as of the close of
      business on the last day of the calendar month preceding such Distribution
      Date;

            (xiv) for each Loan Group, the number and aggregate principal
      amounts of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
      foreclosure or in bankruptcy) in 30-day increments until foreclosure or
      other disposition, (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;

            (xv) for each Loan Group, with respect to any Mortgage Loan that
      became an REO Property during the preceding calendar month, the loan
      number and Stated Principal Balance of such Mortgage Loan as of the close
      of business on the Determination Date preceding such Distribution Date and
      the date of acquisition thereof;

            (xvi) for each Loan Group, the total number and principal balance of
      any REO Properties (and market value, if available) as of the close of
      business on the Determination Date preceding such Distribution Date;

            (xvii) for each Group, the Senior Prepayment Percentage and the
      Subordinate Prepayment Percentage for the following Distribution Date;

            (xviii) for each Loan Group, the aggregate amount of Realized Losses
      incurred during the preceding calendar month;

            (xix) any expenses or indemnification amounts paid by the Trust, the
      specific purpose of each payment and the parties to whom such payments
      were made;

            (xx) for each Loan Group, the amount of Recovery;

            (xxi) any material modifications, extensions or waivers to Mortgage
      Loan terms, fees, penalties or payments since the previous Distribution
      Date and cumulatively since the Cut-off Date;

            (xxii) unless such information is set forth in the Form 10-D
      relating to such Distribution Date and provided the Trustee is reasonably
      able to include such information on the statement, any material breaches
      of representations and warranties relating to the Mortgage Loans and any
      material breach of covenants hereunder; and

                                      -78-
<PAGE>

            (xxiii) the number and aggregate principal balance of any Mortgage
      Loans repurchased by the Depositor from the Trust since the previous
      Distribution Date.

            (b) No later than each Distribution Date, the Trustee, based upon
information supplied to it on the Servicer's Certificate, shall make available
to each Holder of a Certificate, each Rating Agency and the Servicer a statement
setting forth the information set forth in Section 5.04(a).

            In the case of information furnished pursuant to clauses (iii) and
(iv) of Section 5.04(a), the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination.

            On each Distribution Date, the Trustee shall prepare and furnish to
each Financial Market Service, in electronic or such other format and media
mutually agreed upon by the Trustee, the Financial Market Service and the
Depositor, the information contained in the statement described in Section
5.04(a) for such Distribution Date.

            The Trustee will make the monthly statement to Certificateholders
(and, at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders, and other
parties to this Agreement via the Trustee's Internet website, initially located
at "www.ctslink.com." The Trustee will also make available copies of the
periodic reports the Trustee files with the Securities and Exchange Commission,
including distribution reports on Form 10-D, annual reports on Form 10-K,
current reports on Form 8-K and amendments to these reports available through
this website promptly (but no later than one Business Day) after they are filed
with the Securities and Exchange Commission. Assistance in using this website
can be obtained by calling the Trustee's customer service desk at (301)
815-6600. 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 Trustee shall have the right to change the way the
monthly statements to Certificateholders are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and the
Trustee shall provide timely and adequate notification to all above parties
regarding any such changes.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was the Holder of a Certificate, if requested in writing by such
Person, a statement containing the information set forth in clauses (iii), (iv)
and (ix) of Section 5.04(a), in each case aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in force.

            The Trustee shall deliver to the Holders of Certificates any reports
or information the Trustee is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and
the Trustee shall prepare and provide to the Certificateholders (by mail,
telephone, or publication as may be permitted by applicable Treasury
Regulations) such other reasonable information as the Trustee deems necessary or

                                      -79-
<PAGE>

appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holder of the Residual Certificate for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holder of the Residual
Certificate by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each
REMIC, nothing contained in this Agreement, including without limitation Section
7.03 hereof, shall be interpreted to require the Trustee periodically to
appraise the fair market values of the assets of the Trust Estate or to
indemnify the Trust Estate or any Certificateholders from any adverse federal,
state or local tax consequences associated with a change subsequently required
to be made in the Depositor's initial good faith determinations of such fair
market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.

            Section 5.05 Tax Returns and Reports to Certificateholders. (a) For
federal income tax purposes, each REMIC shall have a calendar year taxable year
and shall maintain its books on the accrual method of accounting.

            (b) The Trustee shall prepare or cause to be prepared, shall execute
and shall file or cause to be filed with the Internal Revenue Service and
applicable state or local tax authorities income tax information returns for
each taxable year with respect to each REMIC containing such information at the
times and in the manner as may be required by the Code, the Treasury Regulations
or state or local tax laws, regulations, or rules, and shall furnish or cause to
be furnished to each REMIC and the Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby.
Within 30 days of the Closing Date, the Trustee shall furnish or cause to be
furnished to the Internal Revenue Service, on Form 8811 or as otherwise required
by the Code or the Treasury Regulations, the name, title, address and telephone
number of the person that Holders of the Certificates may contact for tax
information relating thereto, together with such additional information at the
time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.

            (c) In the first federal income tax return of each REMIC for its
short taxable year ending December 31, 20 , REMIC status shall be elected for
such taxable year and all succeeding taxable years.

            (d) The Trustee will maintain or cause to be maintained such records
relating to each REMIC, 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

                                      -80-
<PAGE>

Treasury Regulations, as may be necessary to prepare the foregoing returns,
schedules, statements or information.

            Section 5.06 Tax Matters Person. The Tax Matters Person shall have
the same duties with respect to each 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 and the Lower-Tier REMIC. By its acceptance of the Class 1-A-R
Certificate such Holder irrevocably appoints the Trustee as its agent to perform
all of the duties of the Tax Matters Person for the Upper-Tier REMIC and the
Lower-Tier REMIC.

            Section 5.07 Rights of the Tax Matters Person in Respect of the
Trustee. The Trustee shall afford the Tax Matters Person, upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or failure to act by the
Trustee and is not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.

            Section 5.08 REMIC Related Covenants. For as long as the Trust shall
exist, the Trustee, the Depositor and the Servicer shall act in accordance
herewith to assure continuing treatment of the Upper-Tier REMIC and the
Lower-Tier REMIC as REMICs and avoid the imposition of tax on either REMIC. In
particular:

            (a) The Trustee shall not create, or permit the creation of, any
"interests" in either REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates, the Residual
Certificate and the Uncertificated Lower-Tier Interests.

            (b) Except as otherwise provided in the Code, (i) the Depositor and
the Servicer shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in each REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to either 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 a REMIC imposed by Code Section 860G(d).

            (c) The Trustee shall not accept on behalf of either REMIC any fee
or other compensation for services and neither the Trustee nor the Servicer
shall knowingly accept, on behalf of the Trust Estate any income from assets
other than those permitted to be held by a REMIC.

                                      -81-
<PAGE>

            (d) The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Section 2.02 or
2.04), unless such sale is pursuant to a "qualified liquidation" of the
Upper-Tier REMIC and the Lower-Tier REMIC as defined in Code Section
860F(a)(4)(A) and in accordance with Article X.

            (e) The Trustee shall maintain books with respect to the Trust and
each REMIC on a calendar year taxable year and on an accrual basis.

            Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on either REMIC created hereunder and will not disqualify either REMIC
created hereunder from treatment as a REMIC; and, provided further, that the
Servicer shall have demonstrated to the satisfaction of the Trustee that such
action will not adversely affect the rights of the Holders of the Certificates
and the Trustee and that such action will not adversely impact the rating of the
Certificates.

                                   ARTICLE VI

                                THE CERTIFICATES

            Section 6.01 The Certificates. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits A-1-A-1, A-1-A-R, A-2-A-1, A-2-A-2, A-2-A-3, A-3-A-1, A-4-A-1, B-1,
B-2, B-3, B-4, B-5, B-6 and C (reverse of all Certificates) and shall, on
original issue, be executed by the Trustee and shall be authenticated and
delivered by the Trustee to or upon the order of the Depositor upon receipt by
the Trustee of the documents specified in Section 2.01. The Classes of
Certificates shall be available to investors in the minimum denominations
representing minimum dollar Certificate Balances and integral multiples in
excess thereof as set forth in the Preliminary Statement. The Senior
Certificates (other than the Class 1-A-R Certificate) and the Class 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 Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Trustee substantially in the form provided for
herein, and such authentication upon any Certificate shall be conclusive
evidence, and the only

                                      -82-
<PAGE>

evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Section 6.02 Registration of Transfer and Exchange of Certificates. (a) The
Trustee shall cause to be kept at an office or agency in the city in which the
Corporate Trust Office of the Trustee is located a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Trustee shall initially serve
as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.

            (b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or its attorney duly authorized in writing.

            (c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times: (A) registration of the Certificates
may not be transferred by the Trustee except to another Depository; (B) the
Depository shall maintain book-entry records with respect to the Certificate
Owners and with respect to ownership and transfers of such Book-Entry
Certificates; (C) ownership and transfers of registration of the Book-Entry
Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (D) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (E)
the Trustee shall deal with the Depository as the representative of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising the
rights of Holders under this Agreement, and requests and directions for and
votes of the Depository shall not be deemed to be inconsistent if they are made
with respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the Depository
with respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners.

            (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 (1) the Depository advises the Trustee in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and

                                      -83-
<PAGE>

      (2) the Trustee or the Depositor is unable to locate a qualified
      successor, the Trustee shall notify all Certificate Owners, through the
      Depository, of the occurrence of such event and of the availability of
      definitive, fully-registered Certificates (the "Definitive Certificates")
      to Certificate Owners requesting the same. Upon surrender to the Trustee
      of the related Class of Certificates by the Depository (or by the
      Certificate Custodian, if it holds such Class on behalf of the
      Depository), accompanied by the instructions from the Depository for
      registration, the Trustee shall issue the Definitive Certificates. None of
      the Servicer, the Depositor or the Trustee shall be liable for any delay
      in delivery of such instruction and may conclusively rely on, and shall be
      protected in relying on, such instructions. The Depositor shall provide
      the Trustee with an adequate inventory of certificates to facilitate the
      issuance and transfer of Definitive Certificates. Upon the issuance of
      Definitive Certificates, the Trustee shall recognize the Holders of the
      Definitive Certificates as Certificateholders hereunder.

            (d) No transfer of a Private Certificate shall be made unless such
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
such laws. In the event of any such transfer, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Depositor and (ii) the
Trustee shall require a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit G-1
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached hereto either as Exhibit G-2A or as Exhibit
G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Depositor shall provide to
any Holder of a Private Certificate and any prospective transferees designated
by any such Holder, information regarding the related Certificates and the
Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
certificate without registration thereof under the 1933 Act pursuant to the
registration exemption provided by Rule 144A. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            (e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Trustee either (i) a representation letter
in the form of Exhibit H from the transferee of such Certificate, which
representation letter shall not be an expense of the Depositor, the Trustee or
the 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
Trustee and the Servicer to the effect that the purchase or holding of such
ERISA Restricted

                                      -84-
<PAGE>


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 or the
Servicer to any obligation in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee or the Servicer.
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 Trustee and the Servicer of an
Opinion of Counsel satisfactory to the Trustee and the Servicer as described
above shall be void and of no effect.

            Neither the Trustee nor the Certificate Registrar shall have any
liability for transfers of Book-Entry Certificates made through the book-entry
facilities of the Depository or between or among any Depository Participants or
Certificate Owners, made in violation of applicable restrictions. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and Persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.

            To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA Restricted Certificate that is in fact
not permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.

            (f) Each Person who has or who acquires any Ownership Interest in
the Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions,
and the rights of each Person acquiring any Ownership Interest in the Residual
Certificate are expressly subject to the following provisions:

            (i) Each Person holding or acquiring any Ownership Interest in the
      Residual Certificate shall be a Permitted Transferee and shall promptly
      notify the Trustee of any change or impending change in its status as a
      Permitted Transferee.

            (ii) No Person shall acquire an Ownership Interest in the Residual
      Certificate unless such Ownership Interest is a pro rata undivided
      interest.

            (iii) In connection with any proposed transfer of any Ownership
      Interest in the Residual Certificate, the Trustee shall require delivery
      to it, in form and substance

                                      -85-
<PAGE>

      satisfactory to it, of an affidavit in the form of Exhibit I hereto from
      the proposed transferee.

            (iv) Notwithstanding the delivery of an affidavit by a proposed
      transferee under clause (iii) above, if a Responsible Officer of the
      Trustee has actual knowledge that the proposed transferee is not a
      Permitted Transferee, no transfer of any Ownership Interest in the
      Residual Certificate to such proposed transferee shall be effected.

            (v) No Ownership Interest in the Residual Certificate may be
      purchased by or transferred to any Person that is not a U.S. Person,
      unless (A) such Person holds such Residual Certificate in connection with
      the conduct of a trade or business within the United States and furnishes
      the transferor and the Trustee with an effective Internal Revenue Service
      Form W-8ECI (or successor thereto) or (B) the transferee delivers to both
      the transferor and the Trustee an Opinion of Counsel from a
      nationally-recognized tax counsel to the effect that such transfer is in
      accordance with the requirements of the Code and the regulations
      promulgated thereunder and that such transfer of the Residual Certificate
      will not be disregarded for federal income tax purposes.

            (vi) Any attempted or purported transfer of any Ownership Interest
      in the Residual Certificate in violation of the provisions of this Section
      6.02 shall be absolutely null and void and shall vest no rights in the
      purported transferee. If any purported transferee shall, in violation of
      the provisions of this Section 6.02, become a Holder of the Residual
      Certificate, then the prior Holder of the Residual Certificate that is a
      Permitted Transferee shall, upon discovery that the registration of
      transfer of the Residual Certificate was not in fact permitted by this
      Section 6.02, be restored to all rights as Holder thereof retroactive to
      the date of registration of transfer of the Residual Certificate. The
      Trustee shall be under no liability to any Person for any registration of
      transfer of the Residual Certificate that is in fact not permitted by this
      Section 6.02 or for making any distributions due on the Residual
      Certificate to the Holder thereof or taking any other action with respect
      to such Holder under the provisions of the Agreement so long as the
      transfer was registered in accordance with this Section 6.02. The Trustee
      shall be entitled to recover from any Holder of the Residual Certificate
      that was in fact not a Permitted Transferee at the time such distributions
      were made all distributions made on the Residual Certificate. Any such
      distributions so recovered by the Trustee shall be distributed and
      delivered by the Trustee to the prior Holder of the Residual Certificate
      that is a Permitted Transferee.

            (vii) If any Person other than a Permitted Transferee acquires any
      Ownership Interest in the Residual Certificate in violation of the
      restrictions in this Section 6.02, then the Trustee, based on information
      provided to the Trustee by the Servicer, will provide to the Internal
      Revenue Service, and to the Persons specified in Section 860E(e)(3) and
      (6) of the Code, information needed to compute the tax imposed under
      Section 860E(e) of the Code on transfers of residual interests to
      disqualified organizations. The expenses of the Trustee under this clause
      (vii) shall be reimbursable by the Trust.

            (viii) No Ownership Interest in the Residual Certificate shall be
      acquired by a Plan or any Person acting on behalf of a Plan.

                                      -86-
<PAGE>

            (g) No service charge shall be imposed for any transfer or exchange
of Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

            (h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.

            Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Trustee, the
Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the
issuance of any new Certificate under this Section, the Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

            Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar or any agent of the Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.

                                  ARTICLE VII

                         THE DEPOSITOR AND THE SERVICER

            Section 7.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor and the Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Servicer herein. By way of
illustration and not limitation, the Depositor is not liable for the servicing
and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
assume any obligations of the Servicer or to appoint a designee to assume such
obligations, nor is it liable for any other obligation hereunder that it may,
but is not obligated to, assume unless it elects to assume such obligation in
accordance herewith.

            Section 7.02 Merger or Consolidation of the Depositor or the
Servicer. The Depositor and the Servicer will each keep in full effect its
existence, rights and franchises as a

                                      -87-
<PAGE>

separate entity under the laws governing its organization, and will each obtain
and preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.

            Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Servicer shall be a party, or any Person succeeding
to the business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
(a) the successor or surviving Person to the Servicer shall be qualified to
service mortgage loans on behalf of Fannie Mae or Freddie Mac and (b) the
Servicer and such successor or surviving Person shall notify the Depositor and
the Trustee of any such merger, conversion or consolidation at least two
Business Days prior to the effective date thereof and shall provide the
Depositor and the Trustee with all information required by the Depositor to
comply with its reporting obligation under Item 6.02 of Form 8-K not later than
the effective date of such merger, conversion or consolidation.

            Section 7.03 Limitation on Liability of the Depositor, the Servicer
and Others. None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the Depositor or of the Servicer shall be under
any liability to the Trust Estate or the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor or the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee or agent of the Depositor or the Servicer
shall be indemnified by the Trust Estate and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. Neither of the Depositor nor the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Servicer may in its discretion undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Depositor and the Servicer shall be entitled to be
reimbursed therefor out of

                                      -88-
<PAGE>

amounts attributable to the Mortgage Loans on deposit in the Servicer Custodial
Account as provided by Section 3.11.

            Section 7.04 Depositor and Servicer Not to Resign. Subject to the
provisions of Section 7.02, neither the Depositor nor the Servicer shall resign
from its respective obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible under
applicable law or, in the case of the Servicer, pursuant to Section 7.05. Any
such determination permitting the resignation of the Depositor or the Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Trustee. No such resignation by the Servicer shall become effective until the
Trustee or a successor Servicer shall have assumed the Servicer's
responsibilities and obligations in accordance with Section 8.05 hereof.

            Section 7.05 Assignment or Delegation of Duties by the Servicer. The
Servicer shall have the right to assign its rights and delegate its duties and
obligations hereunder; provided, however, that (i) the purchaser or transferee
accepting such assignment or delegation is qualified to service mortgage loans
for Fannie Mae or Freddie Mac, is satisfactory to the Trustee, in the exercise
of its reasonable judgment, and executes and delivers to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which
contains an assumption by such purchaser or transferee of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Servicer hereunder from and after the date of such agreement;
and (ii) each applicable Rating Agency's rating of any Certificates in effect
immediately prior to such assignment, sale or transfer is not reasonably likely
to be qualified, downgraded or withdrawn as a result of such assignment, sale or
transfer and the Certificates are not reasonably likely to be placed on credit
review status by any such Rating Agency. In no case, however, shall any
permitted assignment and delegation relieve the Servicer of any liability to the
Trustee or the Depositor under this Agreement, incurred by it prior to the time
that the conditions contained in clauses (i) and (ii) above are met.

                                  ARTICLE VIII

                                     DEFAULT

            Section 8.01 Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:

            (a) any failure by the Servicer to deposit amounts in the Servicer
Custodial Account in the amount and manner provided herein so as to enable the
Trustee to distribute to Holders of Certificates any payment required to be made
under the terms of such Certificates and this Agreement (other than the payments
required to be made under Section 3.20) which continues unremedied for a period
of five days; or

            (b) failure on the part of the Servicer duly to observe or perform
in any material respect any other covenants or agreements of the Servicer set
forth in the Certificates or in this Agreement, which covenants and agreements
continue unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Servicer by the Trustee or the Depositor, or to the Servicer, the
Depositor

                                      -89-
<PAGE>

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
Servicer, or for the winding up or liquidation of the Servicer's affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; or

            (d) the consent by the Servicer to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Servicer
or of or relating to substantially all of its property; or the Servicer shall
admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or

            (e) the failure of the Servicer to remit any Periodic Advance
required to be remitted by the Servicer pursuant to Section 3.20, which failure
continues unremedied at 3:00 p.m. on the related Distribution Date;

then, and in each and every such case (other than the Event of Default described
in clause (e) hereof), so long as an Event of Default shall not have been
remedied by the Servicer, the Trustee may, and at the direction of the Holders
of Certificates evidencing Voting Rights aggregating not less than 51% of all
Certificates affected thereby shall, by notice then given in writing to the
Servicer (and to the Depositor), terminate all of the rights and obligations of
the Servicer under this Agreement. If an Event of Default described in clause
(e) hereof shall occur, the Trustee shall, by notice to the Servicer, terminate
all of the rights and obligations of the Servicer under this Agreement and in
and to the Mortgage Loans and proceeds thereof (other than the Servicer's right
to recovery of the aggregate Servicing Fees due prior to the date of termination
and other expenses and amounts advanced pursuant to the terms of this Agreement,
which rights the Servicer will retain under all circumstances) and the Trustee
or a successor Servicer appointed pursuant to Section 8.05 shall make the
Advance which the Servicer failed to make. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer under
this Agreement, whether with respect to the Certificates or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section 8.01, unless and until such time as the Trustee shall appoint a
successor Servicer pursuant to Section 8.05, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Mortgage Loans and related
documents, or otherwise, including, without limitation, the recordation of the
assignments of the Mortgage Loans to it. The Servicer agrees to cooperate with
the Trustee in effecting the termination of the responsibilities and rights of
the Servicer hereunder, including, without limitation, the transfer to the
Trustee for the administration by it of all cash amounts that have been
deposited by the Servicer in the Servicer Custodial Account or thereafter
received by

                                      -90-
<PAGE>

the Servicer with respect to the Mortgage Loans. Upon obtaining notice or
knowledge of the occurrence of any Event of Default, the Person obtaining such
notice or knowledge shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency. All costs and expenses (including attorneys'
fees) incurred in connection with transferring the Mortgage Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor
Servicer. Notwithstanding the termination of the Servicer pursuant hereto, the
Servicer shall remain liable for any causes of action arising out of any Event
of Default occurring prior to such termination.

            Section 8.02 Remedies of Trustee. During the continuance of any
Event of Default, so long as such Event of Default shall not have been remedied,
the Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.

            Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default. During the continuance of any Event of Default, Holders
of Certificates evidencing Voting Rights aggregating not less than 25% of each
Class of Certificates affected thereby may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of the Servicer or any successor Servicer from its rights and duties
as servicer hereunder) at the request, order or direction of any of the
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby and, provided further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.

            Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default. In the event that the Trustee shall have actual knowledge of
any failure of the Servicer specified in Section 8.01(a) or (b) which would
become an Event of Default upon the Servicer's failure to remedy the same after
notice, the Trustee shall give notice thereof to the Servicer. If the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Certificateholders.

                                      -91-
<PAGE>

            Section 8.05 Trustee to Act; Appointment of Successor. (a) Within 90
days after the time the Servicer receives a notice of termination pursuant to
Section 8.01, the Trustee shall be the successor in all respects to the Servicer
in its capacity as 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 Servicer by the terms and
provisions hereof or shall appoint a successor pursuant to Section 3.07.
Notwithstanding the foregoing, (i) the parties hereto agree that the Trustee, in
its capacity as successor Servicer, immediately will assume all of the
obligations of the Servicer to make Advances, (ii) the Trustee in its capacity
as successor Servicer, shall not be responsible for the lack of information
and/or documents that it cannot obtain through reasonable efforts and (iii)
under no circumstances shall any provision of this Agreement be construed to
require the Trustee, acting in its capacity as successor to the Servicer in its
obligation to make Advances, to advance, expend or risk its own funds or
otherwise incur any financial liability in the performance of its duties
hereunder if it shall have reasonable grounds for believing that such funds are
non-recoverable. Subject to Section 8.05(b), as compensation therefor, the
Trustee shall be entitled to such compensation as the terminated Servicer would
have been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution having a net worth of not less than $10,000,000 as the successor to
the terminated Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder; provided,
however, that any such institution appointed as successor Servicer shall not, as
evidenced in writing by each Rating Agency, adversely affect the then current
rating of any Class of Certificates immediately prior to the termination of the
terminated Servicer. The appointment of a successor Servicer shall not affect
any liability of the predecessor Servicer which may have arisen under this
Agreement prior to its termination as Servicer, nor shall any successor Servicer
be liable for any acts or omissions of the predecessor Servicer or for any
breach by the Servicer of any of its representations or warranties contained
herein or in any related document or agreement. Pending appointment of a
successor to the terminated Servicer hereunder, unless the Trustee is prohibited
by law from so acting, the Trustee shall act in such capacity as provided above.
The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. All
Servicing Transfer Costs shall be paid by the predecessor Servicer upon
presentation of reasonable documentation of such costs, and if such predecessor
Servicer defaults in its obligation to pay such costs, such costs shall be paid
by the successor Servicer or the Trustee (in which case the successor Servicer
or the Trustee shall be entitled to reimbursement therefor from the assets of
the Trust).

            (b) In connection with the appointment of a successor Servicer or
the assumption of the duties of the Servicer, as specified in Section 8.05(a),
the Trustee may make such arrangements for the compensation of such successor
out of the payments on the Mortgage Loans serviced by the predecessor Servicer
as it and such successor shall agree, not to exceed the Servicing Fee Rate.

            (c) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer maintain in force (i)
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder and

                                      -92-
<PAGE>

(ii) a fidelity bond in respect of its officers, employees and agents to the
same extent as the Servicer is so required pursuant to Section 3.03.

            (d) The predecessor Servicer and successor Servicer shall notify the
Depositor and Trustee of any such appointment at least two Business Days prior
to the effective date thereof and shall provide the Depositor and the Trustee
with all information required by the Depositor to comply with its reporting
obligation under Item 6.02 of Form 8-K not later than the effective date of such
appointment.

            Section 8.06 Notification to Certificateholders. Upon any
termination or appointment of a successor to the Servicer pursuant to this
Article VIII, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency.

                                   ARTICLE IX

                                   THE TRUSTEE

            Section 9.01 Duties of Trustee. (a) The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. In case an Event of
Default has occurred of which a Responsible Officer of the Trustee shall have
actual knowledge (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in its exercise as a reasonably prudent
investor would exercise or use under the circumstances in the conduct of such
investor's own affairs.

            The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.

            (b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing or waiver of all such Events of Default which may have occurred,
      the duties and obligations of the Trustee shall be determined solely by
      the express provisions of this Agreement, the Trustee shall not be liable
      except for the performance of such duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Trustee and, in
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee by the Depositor or the Servicer and which on
      their face, do not contradict the requirements of this Agreement;

                                      -93-
<PAGE>

            (ii) The Trustee (in its individual capacity) shall not be
      personally liable for an error of judgment made in good faith by a
      Responsible Officer or Responsible Officers of the Trustee, unless it
      shall be proved that the Trustee was grossly negligent in ascertaining the
      pertinent facts;

            (iii) The Trustee (in its individual capacity) shall not be
      personally liable with respect to any action taken, suffered or omitted to
      be taken by it in good faith in accordance with the direction of
      Certificateholders as provided in Section 8.03;

            (iv) The Trustee shall not be charged with knowledge of any default
      (other than a default in payment to the Trustee) specified in clauses (a)
      and (b) of Section 8.01 or an Event of Default under clauses (c), (d) and
      (e) of Section 8.01 unless a Responsible Officer of the Trustee assigned
      to and working in the Corporate Trust Office obtains actual knowledge of
      such failure or event or any officer of the Trustee receives written
      notice of such failure or event at its Corporate Trust Office from the
      Servicer, the Depositor or any Certificateholder; and

            (v) Except to the extent provided in Section 8.05, no provision in
      this Agreement shall require the Trustee to expend or risk its own funds
      (including, without limitation, the making of any Advance as successor
      Servicer) or otherwise incur any personal financial liability in the
      performance of any of its duties as Trustee hereunder, or in the exercise
      of any of its rights or powers, if the Trustee shall have reasonable
      grounds for believing that repayment of funds or adequate indemnity
      against such risk or liability is not reasonably assured to it.

            Section 9.02 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 9.01:

            (i) The Trustee may request and rely upon and shall be protected in
      acting or refraining from acting upon any resolution, Officer's
      Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal,
      bond or other paper or document believed by it to be genuine and to have
      been signed or presented by the proper party or parties;

            (ii) The Trustee may consult with counsel and any Opinion of Counsel
      shall be full and complete authorization and protection in respect of any
      action taken or suffered or omitted by it hereunder in good faith and in
      accordance with such Opinion of Counsel;

            (iii) The Trustee shall be under no obligation to exercise any of
      the trusts or powers vested in it by this Agreement or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the
      request, order or direction of any of the Certificateholders, pursuant to
      the provisions of this Agreement, unless such Certificateholders shall
      have offered to the Trustee reasonable security or indemnity against the
      costs, expenses and liabilities which may be incurred therein or thereby;
      nothing contained herein shall, however, relieve the Trustee of the
      obligation, upon the occurrence of an Event of Default (which has not been
      cured or waived), to exercise such

                                      -94-
<PAGE>

      of the rights and powers vested in it by this Agreement, and to use the
      same degree of care and skill in their exercise as a prudent investor
      would exercise or use under the circumstances in the conduct of such
      investor's own affairs;

            (iv) The Trustee shall not be personally liable for any action
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;

            (v) Prior to the occurrence of an Event of Default hereunder and
      after the curing or waiving of all Events of Default which may have
      occurred, the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, consent, order, approval,
      bond or other paper or document, unless requested in writing so to do by
      Holders of Certificates of any Class evidencing, as to such Class,
      Percentage Interests, aggregating not less than 50%; provided, however,
      that if the payment within a reasonable time to the Trustee of the costs,
      expenses or liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee, not reasonably assured to
      the Trustee by the security afforded to it by the terms of this Agreement,
      the Trustee may require reasonable indemnity against such expense or
      liability or payment of such estimated expenses as a condition to so
      proceeding; and

            (vi) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys.

            Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the execution
of, and the authentication of, the Certificates) shall be taken as the
statements of the Depositor or Servicer, as applicable, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Agreement or of the Certificates or any
Mortgage Loans save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject, as to
enforcement of remedies, to applicable insolvency, receivership, moratorium and
other laws affecting the rights of creditors generally, and to general
principles of equity and the discretion of the court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at law).
The Trustee shall not be accountable for the use or application by the Depositor
of funds paid to the Depositor in consideration of the assignment of the
Mortgage Loans hereunder by the Depositor, or for the use or application of any
funds paid to Subservicers or the Servicer in respect of the Mortgage Loans or
deposited into the Servicer Custodial Account, or any other account hereunder
(other than the Certificate Account) by the Servicer.

            The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any Mortgage
or any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the

                                      -95-
<PAGE>

existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.05 and thereupon only
for the acts or omissions of the successor Servicer); the validity of the
assignment of any Mortgage Loan to the Trustee or of any intervening assignment;
the completeness of any Mortgage Loan; the performance or enforcement of any
Mortgage Loan (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 8.05 and thereupon only for the acts or omissions of the
Trustee as successor Servicer); the compliance by the Depositor or the Servicer
with any warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation; any investment
of monies by or at the direction of the Servicer or any loss resulting
therefrom, it being understood that the Trustee shall remain responsible for any
Trust property that it may hold in its individual capacity; the acts or
omissions of any of the Depositor, the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.05 and thereupon only
for the acts or omissions of the Trustee as successor Servicer), any Subservicer
or any Mortgagor; any action of the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.05 and thereupon only
for the acts or omissions of the Trustee as successor Servicer) or any
Subservicer taken in the name of the Trustee; the failure of the Servicer or any
Subservicer to act or perform any duties required of it as agent of the Trustee
hereunder; or any action by the Trustee taken at the instruction of the Servicer
(other than if the Trustee shall assume the duties of the Servicer pursuant to
Section 8.05 and thereupon only for the acts or omissions of the Trustee as
successor Servicer); provided, however, that the foregoing shall not relieve the
Trustee of its obligation to perform its duties under this Agreement, including,
without limitation, the Trustee's review of the Mortgage Files pursuant to
Section 2.02. The Trustee shall file any financing or continuation statement in
any public office at any time required to maintain the perfection of any
security interest or lien granted to it hereunder.

            Section 9.04 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee and may otherwise deal
with the Servicer, any Subservicer or any of their respective affiliates with
the same rights it would have if it were not the Trustee.

            Section 9.05 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee hereunder either an institution (i) the long-term
unsecured debt obligations of which are rated at least "A" by [_______] and at
least "A2" by [_______] or (ii) whose serving as Trustee hereunder would not
result in the lowering of the ratings originally assigned to any Class of
Certificates. The Trustee shall not be an affiliate of the Depositor or the
Servicer. If such corporation or banking association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 9.05, the combined capital and surplus of such corporation or banking
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in

                                      -96-
<PAGE>

accordance with the provision of this Section 9.05, the Trustee shall resign
immediately in the manner and with the effect specified in Section 9.06.

            Section 9.06 Resignation and Removal of Trustee. The Trustee may at
any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Servicer and mailing a copy of such notice to all
Holders of record. The Trustee shall also mail a copy of such notice of
resignation to each Rating Agency. Upon receiving such notice of resignation,
the Servicer shall use its best efforts to promptly appoint a mutually
acceptable successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

            If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.05 and shall fail to resign after written
request therefor by the Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Servicer
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor.

            The Holders of Certificates evidencing not less than 50% of the
Voting Rights may at any time remove the Trustee by written instrument or
instruments delivered to the Servicer and the Trustee; the Servicer shall
thereupon use its best efforts to appoint a mutually acceptable successor
Trustee in accordance with this Section 9.06.

            Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.06 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 9.07.

            Section 9.07 Successor Trustee. Any successor Trustee appointed as
provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall duly assign, transfer,
deliver and pay over to the successor Trustee the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee in the administration
hereof as may be reasonably requested by the successor Trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement (other than pursuant to Section 3.19 hereunder). All costs associated
with the appointment of a successor Trustee shall be paid to the Person that
incurred them by the predecessor Trustee. Without limiting the predecessor
Trustee's obligation, if the predecessor Trustee fails to pay such costs, such
costs shall be reimbursed by the Trust; provided, however, that if the

                                      -97-
<PAGE>

predecessor Trustee has been terminated pursuant to the third paragraph of
Section 9.06, all reasonable expenses incurred in complying with this Section
9.07 shall be reimbursed by the Trust to the Person that incurred them.

            No successor Trustee shall accept appointment as provided in this
Section 9.07 unless at the time of such appointment such successor Trustee shall
be eligible under the provisions of Section 9.05.

            Upon acceptance of appointment by a successor Trustee as provided in
this Section 9.07, the Servicer shall cooperate to mail notice of the succession
of such Trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency. If the Servicer
fails to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Servicer.

            The predecessor Trustee and successor Trustee shall notify the
Depositor of any such appointment at least two Business Days prior to the
effective date thereof and shall provide the Depositor with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such appointment.

            Section 9.08 Merger or Consolidation of Trustee. Any corporation or
banking association into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, if such corporation or banking association
is eligible under the provisions of Section 9.05, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that the
Trustee and such surviving Person shall notify the Depositor of any such merger,
conversion or consolidation and shall provide the Depositor with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such merger, conversion or
consolidation.

            Section 9.09 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee as
co-trustee or separate trustee of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity, such title to the Trust
Estate, or any part thereof, and, subject to the other provision of this Section
9.09, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within ten days after the receipt by it of a request
to do so, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.05 and no notice

                                      -98-
<PAGE>

to Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 9.07.

            In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.09, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee. No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; provided, however, that no appointment
of a co-trustee or separate trustee hereunder shall relieve the Trustee of its
obligations hereunder.

            Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

            Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged 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 Trustee may appoint one or
more authenticating agents ("Authenticating Agents") which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Initially, the
Authenticating Agent shall be Wells Fargo Bank, N.A. Wherever reference is made
in this Agreement to the authentication of Certificates by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable to the
Servicer and must be a corporation or banking association organized and doing
business under the laws of the United States of America or of any state, having
a place of business in New York, New York, having a combined capital and

                                      -99-
<PAGE>

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 Trustee or the Authenticating Agent.

            Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Servicer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Servicer. Upon receiving
a notice of resignation or upon such a termination, or in case, at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicer and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.

            Section 9.11 Trustee's Fees and Expenses. The Trustee, as
compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date an amount equal to the Trustee Fee for such Distribution Date
pursuant to Section 5.02(a). The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Trust and held harmless against
any loss, liability or expense (including reasonable attorney's fees) (a)
incurred in connection with any claim or legal action relating to (i) this
Agreement, (ii) the Certificates, or (iii) the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of any of the Trustee's duties hereunder, (b) resulting from any tax
or information return which was prepared by, or should have been prepared by,
the Servicer and (c) arising out of the transfer of any ERISA Restricted
Certificate or Residual Certificate not in compliance with ERISA. Such indemnity
shall survive the termination of this Agreement or the resignation or removal of
the Trustee hereunder. Without limiting the foregoing, except as otherwise
agreed upon in writing by the Depositor and the Trustee, and except for any such
expense, disbursement or advance as may arise from the Trustee's gross
negligence, bad faith or willful misconduct, the Trust shall reimburse the
Trustee for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Agreement to the
extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii);
provided, however, that the Depositor and the Trustee intend to enter into a
separate agreement for custody-related services. Except as otherwise provided
herein, the Trustee shall not be entitled to payment or reimbursement for any
routine ongoing expenses incurred by the Trustee in the ordinary course of its
duties as Trustee, Certificate Registrar or Paying Agent hereunder or for any
other expenses.

                                     -100-
<PAGE>

            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
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 Servicer. Subject to this Article
IX, the Trustee agrees to comply with the terms of each custodial agreement and
to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File.

            Notwithstanding the foregoing, to the extent the Trustee appoints
one or more Custodians with respect to more than 5% of the aggregate Pool Stated
Principal Balance, the Trustee shall cause such Custodian to prepare a separate
assessment and attestation report, as contemplated by Section 3.19 of this
Agreement and deliver such report to the Trustee as set forth in Section 3.22 of
this Agreement.

            Section 9.13 Paying Agents. The Trustee may appoint one or more
Paying Agents (each, a "Paying Agent") which shall be authorized to act on
behalf of the Trustee in making withdrawals from the Certificate Account and
distributions to Certificateholders as provided in Section 3.08 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from the
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the
Paying Agent shall be Wells Fargo Bank, N.A. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Servicer and must be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any state, having (except in the case of the Trustee) a
principal office and place of business in New York, New York, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities.

            Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.

            Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided that the Paying Agent
has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Trustee, for all amounts it has withdrawn from
the Certificate Account. The Trustee may, upon prior written approval of the
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Servicer. Upon receiving a
notice of resignation or

                                     -101-
<PAGE>

upon such a termination, or in case at any time any Paying Agent shall cease to
be eligible in accordance with the provisions of the first paragraph of this
Section 9.13, the Trustee may appoint, upon prior written approval of the
Servicer, a successor Paying Agent, shall give written notice of such
appointment to the Servicer and shall mail notice of such appointment to all
Certificateholders. Any successor Paying Agent upon acceptance of its
appointment hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Paying Agent. The Trustee shall remain liable for any duties and
obligations assumed by its appointed Paying Agent.

            Section 9.14 Limitation of Liability. The Certificates are executed
by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it by
this Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.

            Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such preceding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders in respect of which such
judgment has been recovered.

            Section 9.16 Suits for Enforcement. In case an Event of Default or
other default by the Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, in its discretion, may proceed to protect and enforce
its rights and the rights of the Holders of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy, as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.

            Section 9.17 Waiver of Bond Requirement. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.

            Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.

                                     -102-
<PAGE>

                                    ARTICLE X

                                   TERMINATION

            Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All .Mortgage Loans. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicer and the Trustee
created hereby (other than the obligation of the Trustee to make certain
payments to Certificateholders after the Final Distribution Date and to send
certain notices as hereinafter set forth and the obligations of the Trustee
pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date pursuant to
this Article X following the earlier of (a) the purchase by the Depositor of all
Mortgage Loans and all REO Property remaining in the Trust Estate 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 Certificates as well as one month's interest at the related
Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan
(including any Mortgage Loan as to which REO Property has been acquired) and
(iii) any Reimbursement Amount owed to the Trust pursuant to Section 2.04 or (b)
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.

            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 Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date hereof.

            The right of the Depositor to repurchase all of the Mortgage Loans
is conditioned upon (A) the aggregate Stated Principal Balance of the Mortgage
Loans as of such Final Distribution Date being less than 10% of the aggregate
Cut-off Date Pool Principal Balance and (B) the sum of clauses (a)(i) and (ii)
of the second preceding paragraph being less than or equal to the aggregate fair
market value of the Mortgage Loans (other than any Mortgage Loan as to which REO
Property has been acquired) and the REO Properties; provided, however, that this
clause (B) shall not apply to any purchase by the Depositor if, at the time of
the purchase, the Depositor is no longer subject to regulation by the Office of
the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS. Fair
market value for purposes of this paragraph and the second preceding paragraph
will be determined by the Depositor as of the close of business on the third
Business Day next preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the fourth paragraph of this
Article X. If such right is exercised, the Trustee shall, promptly following
payment of the purchase price, release to the Depositor or its designee the
Mortgage Files pertaining to the Mortgage Loans being purchased.

            Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and for cancellation, shall be given promptly
by the Depositor (if exercising its right to purchase the assets of the Trust)
or by the Trustee (in any other case) by letter to Certificateholders mailed not

                                     -103-
<PAGE>

earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying (1) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final payment and (3)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. If the
Depositor is obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Trustee and the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Depositor, the Depositor shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the amount necessary to make the amount, if any, on deposit in the
Certificate Account on the Final Distribution Date equal to the purchase price
for the related assets of the Trust computed as above provided together with a
statement as to the amount to be distributed on each Class of Certificates
pursuant to the next succeeding paragraph. Not less than five (5) Business Days
prior to the Final Distribution Date, the Trustee shall notify the Depositor of
the amount of any unpaid Reimbursement Amount owed to the Trust and the
Depositor shall deposit such amount in the Certificate Account not later than
the Business Day preceding the Final Distribution Date.

            Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders of each Class, in the order
set forth in Section 5.02 hereof, on the Final Distribution Date and in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (i) as to each Class of
Certificates, the Class Certificate Balance thereof plus accrued interest
thereon in the case of an interest bearing Certificate and (ii) as to the Class
1-A-R Certificate, the amounts, if any, which remain on deposit (or are deemed
to remain on deposit) in the Upper-Tier Certificate Sub-Account and the
Certificate Account, respectively (other than the amounts retained to meet
claims) after application pursuant to clause (i) above. An amount shall be
distributed in respect of interest and principal to the Uncertificated
Lower-Tier Interests in the same manner as principal and interest are
distributed to the Uncertificated Lower-Tier Interests as provided in Section
5.02.

            If all of the Certificateholders do not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the
Trustee shall on such date cause all funds in the Certificate Account not
distributed in final distribution to Certificateholders to continue to be held
by the Trustee in an Eligible Account for the benefit of such Certificateholders
and the Depositor (if it exercised its right to purchase the assets of the Trust
Estate) or the Trustee (in any other case) shall give a second written notice to
the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the applicable Certificates shall not have
been surrendered for cancellation, the Trustee may take appropriate steps, or
may appoint an agent to take appropriate steps, to contact the remaining
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
Depositor exercises its purchase option as provided in Section 10.01, the Trust
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an

                                     -104-
<PAGE>

Opinion of Counsel to the effect that the failure of the Trust to comply with
the requirements of this Section 10.02 will not (i) result in the imposition of
taxes on "prohibited transactions" of the Trust as defined in Section 860F of
the Code, or (ii) cause either REMIC created hereunder to fail to qualify as a
REMIC at any time that any related Certificates or Uncertificated Lower-Tier
Interests are outstanding:

            (i) within 90 days prior to the Final Distribution Date set forth in
      the notice given by the Depositor under Section 10.01, the Trustee shall
      sell all of the assets of the Trust Estate to the Depositor for cash; and

            (ii) the notice given by the Depositor or the Trustee pursuant to
      Section 10.01 shall provide that such notice constitutes the adopting of a
      plan of complete liquidation of the Upper-Tier REMIC and the Lower-Tier
      REMIC as of the date of such notice (or, if earlier, the date on which
      such notice was mailed to Certificateholders). The Trustee shall also
      specify such date in the final tax returns of the Upper-Tier REMIC and the
      Lower-Tier REMIC.

            (b) By its acceptance of the Residual Certificate, the Holder
thereof hereby agrees to take such other action in connection with such plan of
complete liquidation as may be reasonably requested by the Depositor.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer and the Trustee without the consent of any
of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct
or supplement any provisions herein or therein which may be inconsistent with
any other provisions of this Agreement, any amendment to this Agreement or the
related Prospectus Supplement, (iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Upper-Tier REMIC and the Lower-Tier REMIC as REMICs at all times that any
Certificates or Uncertificated Lower-Tier Interests are outstanding or to avoid
or minimize the risk of the imposition of any tax on either REMIC pursuant to
the Code that would be a claim against the Trust Estate, provided that (a) the
Trustee has 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 (and deemed deposits into the
Upper-Tier Certificate Sub-Account) provided that (a) such change shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (b) such change shall not adversely
affect the then-current rating of the Senior Certificates, the Class B-1
Certificates, the Class B-2 Certificates, the Class B-3 Certificates, the Class
B-4 Certificates or the Class B-5 Certificates as evidenced by a letter from
each Rating Agency rating such Certificates to such effect, and (v) to reduce
the percentage of the aggregate Cut-off Date Pool Principal Balance at which the
Depositor will have the option to purchase all the remaining Mortgage Loans in
accordance with

                                     -105-
<PAGE>

Section 10.01, provided that such reduction is considered necessary by the
Depositor, as evidenced by an Officer's Certificate delivered to the Trustee, to
preserve the treatment of the transfer of the Mortgage Loans to the Depositor by
the Seller or to the Trust by the Depositor as sale for accounting purposes, and
(vi) to make any other provisions with respect to matters or questions arising
under this Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder, provided that the amendment shall not be deemed to
adversely affect in any material respect the interests of the Certificateholders
and no Opinion of Counsel to that effect shall be required if the Person
requesting the amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates.

            This Agreement may also be amended from time to time by the
Depositor, the Servicer and the Trustee, with the consent of the Holders of
Certificates of each Class of Certificates which is affected by such amendment,
evidencing, as to each such Class of Certificates, Percentage Interests
aggregating not less than 66-2/3%, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of such Certificates;
provided, however, that no such amendment shall (A) reduce in any manner the
amount of, or delay the timing of, collections of payments on Mortgage Loans or
distributions which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (B) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the Holders of
all Certificates then Outstanding.

            Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee with an Opinion of Counsel to the effect that such amendment
would not subject either of the Upper-Tier REMIC or the Lower-Tier REMIC to any
tax or cause either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC. Notwithstanding any other provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received such Opinion of Counsel.

            Promptly after the execution of any such amendment or consent the
Trustee shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.

            It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Trustee may prescribe.

            Section 11.02 Recordation of Agreement. 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

                                     -106-
<PAGE>

effected by the Servicer and at its expense on direction by the Trustee, who
will act at the direction of Holders of Certificates evidencing not less than
50% of all Voting Rights, but only upon direction of the Trustee accompanied by
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 Trustee a written notice
of default and of the continuance thereof, as provided herein, and unless also
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of each Class of Certificates affected thereby shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT

                                     -107-
<PAGE>

APPLICATION OF THE CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

            Section 11.05 Notices. All demands, notices, instructions,
directions, requests and communications required to be delivered hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (provided,
however, that notices to the Trustee may be delivered by facsimile and shall be
deemed effective upon receipt ) to (a) in the case of the Depositor, Banc of
America Mortgage Securities, Inc., 214 North Tryon Street, Charlotte, North
Carolina 28255, Attention: General Counsel and Chief Financial Officer, (b) in
the case of the Servicer, Bank of America, National Association, 475 Crosspoint
Parkway, Getzville, New York 14068-9000, Attention: Servicing Manager, with a
copy to: Bank of America, National Association, 101 South Tryon Street,
Charlotte, North Carolina 28255, Attention: General Counsel and Chief Financial
Officer, (c) in the case of the Trustee, Wells Fargo Bank, N.A., P.O. Box 98,
Columbia, Maryland 21046, Attention: BOAMS, Series 20 -[__], and for overnight
delivery purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, Attention: BOAMS, Series 20 -[__], with a copy to Wells
Fargo Bank, N.A., Sixth and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention: BOAMS, Series 20 -[__], (d) in the case of [_______], [____________],
Attn: [___________] and (e) in the case of [_____], [________________], Attn:
[_________]; 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 so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.

            Section 11.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

            Section 11.07 Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Estate, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Estate or for any reason whatsoever, and that Certificates
upon execution, authentication and delivery thereof by the Trustee pursuant to
Section 6.01 are and shall be deemed fully paid.

            Section 11.08 Access to List of Certificateholders. The Certificate
Registrar will furnish or cause to be furnished to the Trustee, within 15 days
after the receipt of a request by the Trustee in writing, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders.



                                     -108-
<PAGE>

            If three or more Certificateholders apply in writing to the Trustee,
and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.

            Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

            Section 11.09 Recharacterization. The parties to this Agreement
intend the conveyance by the Depositor to the Trustee of all of its right, title
and interest in and to the Mortgage Loans pursuant to this Agreement to
constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to
the extent that such conveyance is held not to constitute a sale under
applicable law, it is intended that this Agreement shall constitute a security
agreement under applicable law and that the Depositor shall be deemed to have
granted to the Trustee a first priority security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans.

            Section 11.10 Insolvency. The Servicer, Depositor and Trustee shall
each notify the Depositor and the Trustee of any of the events enumerated in
Item 1.03 of Form 8-K with respect to any of the Servicer, Depositor or Trustee
at least two Business Days prior to the effective date thereof and shall provide
the Depositor and the Trustee with all information required by the Depositor to
comply with its reporting obligation under Item 1.03 of Form 8-K not later than
the effective date of any such event.

            Section 11.11 Regulation AB Compliance; Intent of Parties;
Reasonableness. The parties hereto acknowledge that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Securities and Exchange Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agree to comply with requests made by the Depositor
in good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. In connection with the Trust, the
Servicer and the Trustee shall cooperate fully with the Depositor to deliver to
the Depositor (including its assignees or designees), any and all statements,
reports, certifications, records and any other information available to such
party and reasonably necessary in the good faith determination of the Depositor
to permit the Depositor to comply with the provisions of Regulation AB, together
with such disclosures relating to the Servicer and the Trustee, as applicable,
reasonably believed by the Depositor to be necessary in order to effect such
compliance.

                                     -109-
<PAGE>

            IN WITNESS WHEREOF, the Depositor, the Servicer 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 MORTGAGE SECURITIES, INC.,
                                       as Depositor

                                       By:___________________________________
                                          Name:
                                          Title:

                                    BANK OF AMERICA, NATIONAL ASSOCIATION,
                                       as Servicer

                                       By:___________________________________
                                          Name:
                                          Title:

                                    WELLS FARGO BANK, N.A.,
                                       as Trustee

                                       By:___________________________________
                                          Name:
                                          Title:



<PAGE>




STATE OF [_________]    )
                        )  ss.:
COUNTY OF [_______]     )


            On the [__]th day of [_____], 20 , 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 Wells Fargo
Bank, N.A., a national banking association, one of the parties that executed the
foregoing instrument; and that s/he signed her/his name thereto by order of the
Board of Directors of such association.

                                       ________________________________________
                                                    Notary Public

[Notarial Seal]

My commission expires ____________.


<PAGE>



STATE OF [_______]      )
                        )  ss.:
COUNTY OF [_______]     )


            On the [__]h day of [______], 20 , 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 Banc of America
Mortgage Securities, Inc. a Delaware corporation, one of the parties that
executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the Board of Directors of such corporation.

                                       _______________________________________
                                                    Notary Public

[Notarial Seal]

My commission expires ____________.


<PAGE>


STATE OF [_________]    )
                        )  ss.:
COUNTY OF [_______]     )


            On the [___]th day of [_____], 20 , 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
Bank of America, National Association, a national banking association, one of
the parties that executed the foregoing instrument; and that s/he signed her/his
name thereto by order of the Board of Directors of such association.

                                       _______________________________________
                                                    Notary Public

[Notarial Seal]

My commission expires ____________.


<PAGE>

                                 EXHIBIT A-1-A-1

                    [FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                   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.


<PAGE>


                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                   Class 1-A-1

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[_________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [___________]

ISIN No.:                           [___________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence

                                   A-1-A-1-2
<PAGE>

an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee 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.

        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.

                                  *     *    *



                                   A-1-A-1-3
<PAGE>



                                 EXHIBIT A-1-A-R

                    [FORM OF FACE OF CLASS 1-A-R CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                   Class 1-A-R

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN TWO "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CLASS 1-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW THAT IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.

TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS CLASS 1-A-R CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.


<PAGE>



                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                   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 four loan groups of adjustable interest rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate
Balance of this Class:              $

Pass-Through Rate:                  Variable

CUSIP No.:                          [__________]

ISIN No.:                           [__________]

        THIS CERTIFIES THAT _________ is the registered owner of 100% Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust consisting of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence

                                   A-1-A-R-2
<PAGE>

an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee 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.

        The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.

        Any distribution of the proceeds of any remaining assets of the
applicable sub-account of the Certificate Account will be made only upon
presentment and surrender of this Class 1-A-R Certificate at the Corporate Trust
Office.

        Each Person who has or who acquires this Class 1-A-R Certificate shall
be deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee; (ii) no Person shall acquire an
ownership interest in this Class 1-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-A-R Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form of
Exhibit I to the Pooling and Servicing Agreement; (iv) notwithstanding the
delivery of an affidavit by a proposed transferee under clause (iii) above, if a
Responsible Officer of the Trustee has actual knowledge that the proposed
transferee is not a Permitted Transferee, no transfer of any Ownership Interest
in this Class 1-A-R Certificate to such proposed transferee shall be effected;
(v) this Class 1-A-R Certificate may not be purchased by or transferred to any
Person that is not a U.S. Person, unless (A) such Person holds this Class 1-A-R
Certificate in connection with the conduct of a trade or business within the
United States and furnishes the transferor and the Trustee with an effective
Internal Revenue Service Form W-8ECI (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Trustee an Opinion of Counsel
from a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Class 1-A-R Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class 1-A-R Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class 1-A-R Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.

        Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                   A-1-A-R-3
<PAGE>

        This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.

                                 *     *    *



                                   A-1-A-R-4

<PAGE>


                                 EXHIBIT A-2-A-1

                    [FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                   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.


<PAGE>


                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                   Class 2-A-1

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[___________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [______________]

ISIN No.:                           [______________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence

                                   A-2-A-1-2
<PAGE>

an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee 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.

        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.

                                  *     *    *

                                   A-2-A-1-3


<PAGE>


                                 EXHIBIT A-2-A-2

                    [FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                   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.


<PAGE>


                    BANC OF AMERICA MORTGAGE SECURITIES, INC.

                 Mortgage Pass-Through Certificates, Series 20 -

                                   Class 2-A-2

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[____________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [______________]

ISIN No.:                           [______________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence

                                   A-2-A-2-2
<PAGE>

an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee 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.

        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.

                                  *     *    *

                                   A-2-A-2-3

<PAGE>





                                 EXHIBIT A-2-A-3

                    [FORM OF FACE OF CLASS 2-A-3 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.

                 Mortgage Pass-Through Certificates, Series 20 -

                                   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").

AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS 2-A-2 CERTIFICATES WILL BE BORNE BY THE
CLASS 2-A-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.


<PAGE>


                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                   Class 2-A-3

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[____________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [______________]

ISIN No.:                           [______________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence

                                   A-2-A-3-2
<PAGE>

an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee 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.

        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.

                                  *     *    *

                                   A-2-A-3-3

<PAGE>


                                 EXHIBIT A-3-A-1

                    [FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                   Class 3-A-1

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.


<PAGE>


                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                   Class 3-A-1

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[____________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [______________]

ISIN No.:                           [______________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence

                                   A-3-A-1-2

<PAGE>

an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee 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.

        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.

                                 *     *    *


                                   A-3-A-1-3

<PAGE>

                                 EXHIBIT A-4-A-1

                    [FORM OF FACE OF CLASS 4-A-1 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                   Class 4-A-1

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.


<PAGE>


                    BANC OF AMERICA MORTGAGE SECURITIES, INC.

                 Mortgage Pass-Through Certificates, Series 20 -

                                   Class 4-A-1

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[____________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [______________]

ISIN No.:                           [______________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence

                                   A-4-A-1-2


<PAGE>

an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee 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.

        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.

                                  *     *    *


                                   A-4-A-1-3


<PAGE>


B-1-3


                                   EXHIBIT B-1

                     [FORM OF FACE OF CLASS B-1 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                    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 SENIOR CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.


<PAGE>


                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                    Class B-1

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[____________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [______________]

ISIN No.:                           [______________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time

                                      B-1-2

<PAGE>

may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Servicer or the Trustee 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.

        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.

                                  *     *    *

                                     B-1-3

<PAGE>

                                   EXHIBIT B-2

                     [FORM OF FACE OF CLASS B-2 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                    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 SENIOR CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.


<PAGE>


                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                    Class B-2

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[____________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [______________]

ISIN No.:                           [______________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time

                                   B-2-2

<PAGE>

may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Servicer or the Trustee 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.

        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.

                                  *     *    *




                                     B-2-3

<PAGE>

                                   EXHIBIT B-3

                     [FORM OF FACE OF CLASS B-3 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                    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 SENIOR CERTIFICATES,
THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.


<PAGE>



                    BANC OF AMERICA MORTGAGE SECURITIES, INC.

                 Mortgage Pass-Through Certificates, Series 20 -

                                    Class B-3

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[____________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [______________]

ISIN No.:                           [______________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time

                                   B-3-2


<PAGE>

may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Servicer or the Trustee 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.

        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.

                                  *     *    *


                                     B-3-3



<PAGE>


                                   EXHIBIT B-4

                     [FORM OF FACE OF CLASS B-4 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                    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 SENIOR CERTIFICATES,
THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE 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")
THAT 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 TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, 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

<PAGE>

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 TRUSTEE AND THE 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 SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. 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.


                                     B-4-2


<PAGE>



                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                    Class B-4

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[____________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [______________]

ISIN No.:                           [______________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time

                                   B-4-3

<PAGE>

may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Servicer or the Trustee 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.

        The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.

        No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

        Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

        This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.

                                  *     *    *



                                     B-4-4


<PAGE>


                                   EXHIBIT B-5

                     [FORM OF FACE OF CLASS B-5 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                    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 SENIOR CERTIFICATES,
THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATE, THE CLASS B-3
CERTIFICATES AND THE 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")
THAT 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 TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, 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

<PAGE>

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 TRUSTEE AND THE 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 SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. 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.


                                     B-5-2

<PAGE>



                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                    Class B-5

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[____________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [______________]

ISIN No.:                           [______________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time


                                     B-5-3

<PAGE>

may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Servicer or the Trustee 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.

        The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.

        No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

        Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

        This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.


                                   *     *    *

                                     B-5-4


<PAGE>

                                   EXHIBIT B-6

                     [FORM OF FACE OF CLASS B-6 CERTIFICATE]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                    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 SENIOR CERTIFICATES,
THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS B-3
CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE 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")
THAT 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 TRUSTEE EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, 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


<PAGE>

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 TRUSTEE AND THE 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 SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
TRUSTEE. 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.


                                     B-6-2


<PAGE>



                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                 Mortgage Pass-Through Certificates, Series 20 -
                                    Class B-6

evidencing an interest in a Trust consisting primarily of four loan groups of
adjustable interest rate mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                   Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       [______] 1, 20

First Distribution Date:            [_______], 20

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $

Initial Class Certificate

Balance of this Class:              $[____________]

Pass-Through Rate:                  Variable

CUSIP No.:                          [______________]

ISIN No.:                           [______________]

        THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Denomination of
this Certificate by the Initial Class Certificate Balance of the Class to which
this Certificate belongs) in certain monthly distributions with respect to a
Trust consisting primarily of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated [_______], 20 (the "Pooling and Servicing
Agreement"), among the Depositor, Bank of America, National Association, as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time

                                   B-6-3

<PAGE>

may be less than the Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Servicer or the Trustee 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.

        The Pass-Through Rate applicable with respect to each Distribution Date
shall be determined as provided in the Pooling and Servicing Agreement.

        No transfer of a Certificate of this Class shall be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended (the "1933 Act"), and any applicable state securities laws or
is made in accordance with the 1933 Act and such laws. In the event of any such
transfer, (i) unless the transfer is made in reliance on Rule 144A under the
1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from the 1933 Act and such laws or is being made pursuant to the
1933 Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

        Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

        This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.

                                 *     *    *


                                     B-6-4


<PAGE>



                                    EXHIBIT C

                      [FORM OF REVERSE OF ALL CERTIFICATES]

                    BANC OF AMERICA MORTGAGE SECURITIES, INC.
                       Mortgage Pass-Through Certificates

        This Certificate is one of a duly authorized issue of Certificates
designated as Banc of America Mortgage Securities, Inc. Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (collectively, the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Pooling and Servicing Agreement.

        The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Pooling and Servicing
Agreement or, except as expressly provided in the Pooling and Servicing
Agreement, subject to any liability under the Pooling and Servicing Agreement.

        This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Trustee.

        Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement. 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 Trustee shall distribute out of the
Certificate Account to each Certificateholder of record on the related Record
Date (other than respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate, by wire transfer or by such
other means of payment as such Certificateholder and the Trustee shall agree
upon, such Certificateholder's Percentage Interest in the amount to which the
related Class of Certificates is entitled in accordance with the priorities set
forth in Section 5.02 of the Pooling and Servicing Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentation and surrender of such Certificate to the Trustee as contemplated by
Section 10.01 of the Pooling and Servicing Agreement.

        The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Pooling and Servicing Agreement at any time by the

<PAGE>


Depositor, the Servicer and the Trustee with the consent of the Holders of
Certificates affected by such amendment evidencing the requisite Percentage
Interest, as provided in the Pooling and Servicing Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange therefor or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

        As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon surrender of this
Certificate for registration of transfer at the Corporate Trust Office
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

        The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. 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 Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        The Depositor, the Servicer, the Certificate Registrar and the Trustee
and any agent of the Depositor, the Servicer, the Certificate Registrar or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Servicer, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.

        On any Distribution Date on which the aggregate Stated Principal Balance
is less than 10% of the aggregate Cut-off Date Principal Balance, the Depositor
will have the option to repurchase, in whole, from the Trust all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans at a
purchase price determined as provided in the Pooling and Servicing Agreement.
The 10% may be reduced by an amendment to the Pooling and Servicing Agreement
without Certificateholder consent under certain conditions set forth in the
Pooling and Servicing Agreement. In the event that no such optional repurchase
occurs, the obligations and responsibilities created by the Pooling and
Servicing Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust or the disposition of all property in respect thereof and
the distribution to Certificateholders of all amounts required to be distributed
pursuant to the Pooling and Servicing Agreement. In no event shall the Trust
created by the Pooling and Servicing

                                      C-2
<PAGE>

Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date thereof.

        Any term used herein that is defined in the Pooling and Servicing
Agreement shall have the meaning assigned in the Pooling and Servicing
Agreement, and nothing herein shall be deemed inconsistent with that meaning.


                                      C-3
<PAGE>



        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:

                                            WELLS FARGO BANK, N.A.,
                                             as Trustee

                                            By_________________________________
                                                   Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION

        This is one of the Certificates referred to in the Pooling and Servicing
Agreement referenced herein.

                                            WELLS FARGO BANK, N.A.,
                                             as Trustee

                                            By_________________________________
                                                   Authorized Signatory



                                      C-4
<PAGE>



                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:

                                      _____________________________________
                                      Signature by or on behalf of assignor


                             DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to Applicable statements should be mailed to
____________________________________________________

        This information is provided by ________, the assignee named above, or,
as its agent.



                                      C-5
<PAGE>


C-1



                                   EXHIBIT D-1

                       LOAN GROUP 1 MORTGAGE LOAN SCHEDULE


<PAGE>


C-1



                                   EXHIBIT D-2

                       LOAN GROUP 2 MORTGAGE LOAN SCHEDULE


<PAGE>


C-1



                                   EXHIBIT D-3

                       LOAN GROUP 3 MORTGAGE LOAN SCHEDULE


<PAGE>



                                   EXHIBIT D-4

                       LOAN GROUP 4 MORTGAGE LOAN SCHEDULE


<PAGE>


                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS

                                     [date]

To:     Wells Fargo Bank, N.A.
        1015 10th Avenue, S.E.
        Minneapolis, Minnesota  55414-0031
        Attn:  Inventory Control

        Re:    Banc of America Mortgage Securities, Inc., Mortgage
               Pass-Through Certificates, Series 20 - , issued pursuant to a
               Pooling and Servicing Agreement dated [_______], 20 , among
               Banc of America Mortgage Securities, Inc., as Depositor, Bank
               of America, National Association, as Servicer, and Wells Fargo
               Bank, N.A., 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: ___________________

<PAGE>


                                     By:________________________________
                                        (authorized signer of Bank of America,
                                        National Association)



                                            Issuer:____________________________
                                            Address:___________________________
                                            ___________________________________

                                            Date:______________________________
Custodian
Wells Fargo Bank, N.A.

Please acknowledge the execution of the above request by your signature and date
below:

_________________________________     ________________
Signature                                 Date

Documents returned to Custodian:

_________________________________     ________________
Custodian                                 Date



                                      E-2

<PAGE>

                                    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 [_______], 20 , among Banc of America Mortgage Securities,
Inc., as Depositor, Bank of America, National Association, as Servicer, and
Wells Fargo Bank, N.A., as Trustee.

                                    [_______________],

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________




<PAGE>


                                   EXHIBIT G-1

                         FORM OF TRANSFEROR CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn:  Corporate Trust Services - BOAMS 20  -

        Re:   Banc of America Mortgage Securities, Inc., Mortgage
              Pass-Through Certificates, Series 20 - , Class ___,
              having an initial aggregate Certificate Balance as of
              [_______], 20 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 [_______], 20 , among Banc of America Mortgage Securities,
Inc., as Depositor, Bank of America, National Association, as Servicer, and
Wells Fargo Bank, N.A., 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 Trustee, that:

            1. The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in a Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation with respect
      to any Transferred Certificate, any interest in a Transferred Certificate
      or any other similar security by means of general advertising or in any
      other manner, or (e) taken any other action with respect to any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security, which (in the case of any of the acts described in


<PAGE>

      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: ____________________________


                                     G-1-2

<PAGE>



                                  EXHIBIT G-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn:  Corporate Trust Services - BOAMS 20  -

        Re:   Banc of America Mortgage Securities, Inc., Mortgage
              Pass-Through Certificates, Series 20 - , Class ___, having an
              initial aggregate Certificate Balance as of [_______], 20 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 [_______], 20 , among Banc of America Mortgage
Securities, Inc., as Depositor, Bank of America, National Association, as
Servicer, and Wells Fargo Bank, N.A., 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 Trustee, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "1933 Act"), and has
      completed one of the forms of certification to that effect attached hereto
      as Annex 1 and Annex 2. The Transferee is aware that the sale to it is
      being made in reliance on Rule 144A. The Transferee is acquiring the
      Transferred Certificates for its own account or for the account of another
      Qualified Institutional Buyer, and understands that such Transferred
      Certificates may be resold, pledged or transferred only (a) to a person
      reasonably believed to be a Qualified Institutional Buyer that purchases
      for its own account or for the account of another Qualified Institutional
      Buyer to whom notice is given that the resale, pledge or transfer is being
      made in reliance on Rule 144A, or (b) pursuant to another exemption from
      registration under the 1933 Act.

            2. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature,

<PAGE>

      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: ____________________________


                                    G-2-A-2

<PAGE>



                             Nominee Acknowledgment
                             ----------------------

        The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                            ___________________________________
                                            (Nominee)

                                            By: _______________________________
                                            Name: _____________________________
                                            Title: ____________________________


                                    G-2A-3

<PAGE>


                                                         ANNEX 1 TO EXHIBIT G-2A


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

      The undersigned hereby certifies as follows to [__________________] (the
"Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass-through certificates (the "Transferred Certificates") described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

      1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

      2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any state, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the state or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale in the case of a foreign bank or
            equivalent institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a state or federal authority having supervision over
            any such institutions, or is a foreign savings and loan association
            or equivalent institute and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. savings and loan association, and
            not more than 18 months preceding such date of sale in the case of a
            foreign savings and loan association or equivalent institution.

--------
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.

                                     G-2A-4

<PAGE>

      ___   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

                                     G-2A-5

<PAGE>


owned by subsidiaries of the Transferee, but only if such subsidiaries are
consolidated with the Transferee in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under the Transferee's direction. However, such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

      5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

         ____   ____  Will the Transferee be purchasing the Transferred
         Yes     No   Certificates only for the Transferee's own account?

      6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

      7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.


                                          ___________________________________
                                          Print Name of Transferee

                                          By:_______________________________
                                          Name:_____________________________
                                          Title:____________________________
                                          Date:_____________________________



                                     G-2A-6

<PAGE>


                                                         ANNEX 2 TO EXHIBIT G-2A


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]


      The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass-through certificates (the "Transferred Certificates") described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

      1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

      2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

      ____  The Transferee owned and/or invested on a discretionary basis
            $____________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      ____  The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $__________________ in securities (other than
            the excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

      3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

                                     G-2A-7
<PAGE>

      4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.

      5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

           ____  ____  Will the Transferee be purchasing the Transferred
            Yes   No   Certificates only for the Transferee's own account?

      6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

        7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


                                            ___________________________________
                                            Print Name of Transferee or Adviser

                                            By: _______________________________
                                            Name: _____________________________
                                            Title: ____________________________


                                            IF AN ADVISER:

                                            ___________________________________
                                            Print Name of Transferee

                                            By:_______________________________
                                            Date:_____________________________


                                     G-2A-8

<PAGE>


                                  EXHIBIT G-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0113
Attn:  Corporate Trust Services - BOAMS 20  -

        Re:    Banc of America Mortgage Securities, Inc., Mortgage
               Pass-Through Certificates, Series 20 - , Class ___, having an
               initial aggregate Certificate Principal Balance as of
               [_______], 20 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 [_______], 20 , among Banc of
America Mortgage Securities, Inc., as Depositor, Bank of America, National
Association, as Servicer, and Wells Fargo Bank, N.A., 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 Trustee, that:

      1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.

      2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee is obligated 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 Trustee or the Depositor may require a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made


<PAGE>

pursuant to an exemption, describing the applicable exemption and the basis
therefor, from the 1933 Act and such laws or is being made pursuant to the 1933
Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the 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.

      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.


                                     G-2B-2

<PAGE>

      6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.

      7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.


                                          Very truly yours,

                                          __________________________________
                                          (Transferee)

                                          By:_______________________________
                                          Name:_____________________________
                                          Title:____________________________
                                          Date:_____________________________


                                     G-2B-3


<PAGE>



                             Nominee Acknowledgment
                             ----------------------

        The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                          ___________________________________
                                          (Nominee)

                                          By: _______________________________
                                          Name: _____________________________
                                          Title: ____________________________


                                     G-2B-4

<PAGE>


                                    EXHIBIT H

                    FORM OF TRANSFEREE REPRESENTATION LETTER
                        FOR ERISA RESTRICTED CERTIFICATES

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn:  Corporate Trust Services - BOAMS 20  -

        Re:   Banc of America Mortgage Securities, Inc., Mortgage
              Pass-Through Certificates, Series 20 - , Class ___, having an
              initial aggregate Certificate Principal Balance as of  [_______],
              20 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 [_______], 20 , among Banc of
America Mortgage Securities, Inc., as Depositor, Bank of America, National
Association, as Servicer, and Wells Fargo Bank, N.A., 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
Trustee, 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") that is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or

      (b) With respect to the Class B-4, Class B-5 and Class B-6 Certificates
only, it is an insurance company and the source of funds used to purchase the
Transferred Certificates is an "insurance company general account" (as defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to which the
amount of such general account's reserves and liabilities for the contract(s)
held by or on behalf of such Plan and all other Plans maintained by the same
employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same employee organization exceeds 10% of the total of all reserves and
liabilities of such general account (as such amounts are determined under
Section I(a) of PTE 95-60) at the date of




<PAGE>

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:_____________________________


                                      H-2

<PAGE>


                                    EXHIBIT I

                     FORM OF AFFIDAVIT REGARDING TRANSFER OF
                  RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02

                    Banc of America Mortgage Securities, Inc.
                       Mortgage Pass-Through Certificates,
                                   Series 20 -

STATE OF                   )
                           )  ss:
COUNTY OF                  )

        The undersigned, being first duly sworn, deposes and says as follows:

      1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class 1-A-R Certificate (the
"Residual Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated [_______], 20 , (the "Agreement"), relating to the above-referenced
Series, by and among Banc of America Mortgage Securities, Inc., as depositor
(the "Depositor"), Bank of America, National Association, as servicer, and Wells
Fargo Bank, N.A., 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


<PAGE>

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.


                                      I-2
<PAGE>


      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 that is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.

                                *     *    *



                                      I-3
<PAGE>



      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.




                                          ___________________________________
                                          Print Name of Transferee

                                          By:_______________________________
                                             Name:
                                             Title:


        Personally appeared before me the above-named _______________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the _______________________ of the Transferee, and
acknowledged that he executed the same as his free act and deed and the free act
and deed of the Transferee.

        Subscribed and sworn before me this _____ day of _________________, ____

                                           ____________________________________
                                                     NOTARY PUBLIC

                                           My Commission expires the ____ day of
                                           ______________, ____


                                      I-4
<PAGE>


                                  ATTACHMENT A

                                       to

      AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE
                OF 1986, AS AMENDED, AND FOR NON-ERISA INVESTORS

Check the appropriate box:

        The consideration paid to the Transferee to acquire the Residual
        Certificate equals or exceeds the excess of (a) the present value of the
        anticipated tax liabilities over (b) the present value of the
        anticipated savings associated with holding such Residual Certificate,
        in each case calculated in accordance with U.S. Treasury Regulations
        Sections 1.860E-1(c)(7) and (8), computing present values using a
        discount rate equal to the short-term Federal rate prescribed by Section
        1274(d) of the Code and the compounding period used by the Transferee.

                                       OR

        The transfer of the Residual Certificate complies with U.S. Treasury
        Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:

        (i)    the Transferee is an "eligible corporation," as defined in U.S.
               Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
               income from Residual Certificate will only be taxed in the United
               States;

        (ii)   at the time of the transfer, and at the close of the Transferee's
               two fiscal years preceding the year of the transfer, the
               Transferee had gross assets for financial reporting purposes
               (excluding any obligation of a person related to the Transferee
               within the meaning of U.S. Treasury Regulations Section
               1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in
               excess of $10 million;

        (iii)  the Transferee will transfer the Residual Certificate only to
               another "eligible corporation," as defined in U.S. Treasury
               Regulations Section 1.860E-1(c)(6)(i), in a transaction that
               satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
               and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
               Regulations;

        (iv)   the Transferee has determined the consideration paid to it to
               acquire the Residual Certificate based on reasonable market
               assumptions (including, but not limited to, borrowing and
               investment rates, prepayment and loss assumptions, expense and
               reinvestment assumptions, tax rates and other factors specific to
               the Transferee) that it has determined in good faith; and

        (v)    in the event of any transfer of the Residual Certificate by the
               Transferee, the Transferee will require its transferee to
               complete a representation in the form of

                                      I-5
<PAGE>

               this Attachment A as a condition of such transferee's purchase of
               the Residual Certificate.


                                      I-6
<PAGE>


                                    EXHIBIT J

                         CONTENTS OF THE SERVICING FILE

1.  Copies of Mortgage Loans Documents.

2.  Residential loan application.

3.  Mortgage Loan closing statement.

4.  Verification of employment and income, if required.

5.  Verification of acceptable evidence of source and amount of downpayment.

6.  Credit report on Mortgagor, in a form acceptable to either Fannie Mae
    or Freddie Mac.

7.  Residential appraisal report.

8.  Photograph of the Mortgaged Property.

9.  Survey of the Mortgaged Property, unless a survey is not required by the
    title insurer.

10. Copy of each instrument necessary to complete identification of any
    exception set forth in the exception schedule in the title policy, i.e.,
    map or plat, restrictions, easements, home owner association
    declarations, etc.

11. Copies of all required disclosure statements.

12. If applicable, termite report, structural engineer's report, water
    potability and septic certification.

13. Sales Contract, if applicable.

14. The Primary Insurance Policy or certificate of insurance or an
    electronic notation of the existence of such policy, where required
    pursuant to the Agreement.

15. Evidence of electronic notation of the hazard insurance policy, and if
    required by law, evidence of the flood insurance policy.


<PAGE>


                                    EXHIBIT K

                       FORM OF SPECIAL SERVICING AGREEMENT

      This Special Servicing Agreement (the "Agreement") is made and entered
into as of ___________________, between Bank of America, National Association
(the "Servicer") and ___________________ (the "Loss Mitigation Advisor").

                              PRELIMINARY STATEMENT

      _________________ (the "Purchaser") is the holder of the entire interest
in Banc 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 Banc of America Mortgage Securities, Inc., as depositor
(the "Depositor"), the Servicer, and Wells Fargo Bank, N.A., 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.

                                    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 following meanings:


<PAGE>

      Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.

      Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, the posting, publishing, filing or
delivery of a notice of sale.

      Delay of Foreclosure: The postponement for more than three Business Days
of the scheduled sale of Mortgaged Property to obtain satisfaction of a Mortgage
Loan.

      Loss Mitigation Advisor: ______________.

      Purchaser: _______________________, or the holder of record of the Class B
Certificates.

      Short Payoff: Liquidation of a Mortgage Loan at less than the full amount
of the outstanding balance of the Mortgage Loan plus advances and costs through
a negotiated settlement with the borrower, which may include a deed-in-lieu of
foreclosure or sale of the property or of the promissory note secured by the
collateral property to a third party, in either case with or without a
contribution toward any resulting deficiency by the borrower.

      Section 1.02. Definitions Incorporated by Reference.

      All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreements.

                                   ARTICLE II

                          SPECIAL SERVICING PROCEDURES

      Section 2.01. Reports and Notices.

      (a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Servicer shall use reasonable efforts to provide to the Loss Mitigation
Advisor with the following notices and reports. All such notices and reports may
be sent to the Loss Mitigation Advisor by telecopier, electronic mail, express
mail or regular mail.

            (i) The Servicer shall within five Business Days after each
      Distribution Date either: (A) provide to the Loss Mitigation Advisor a
      written or electronic report, using the same methodology and calculations
      as in its standard servicing reports, indicating for the trust fund formed
      by the Pooling and Servicing Agreement, the number of Mortgage

                                      K-2
<PAGE>

      Loans that are (1) sixty days delinquent, (2) ninety days or more
      delinquent, (3) in foreclosure or (4) real estate owned (REO), and
      indicating for each such Mortgage Loan the loan number, whether the loan
      is in bankruptcy or paying under the terms of a repayment plan, the reason
      for default, and outstanding principal balance; or (B) provide the
      information detailed in (A) to a data service provider of the Loss
      Mitigation Advisor's choice in an electronic format acceptable to that
      data service provider. Provision of the information to a service provider
      other than that specified by the Loss Mitigation Advisor is acceptable.

            (ii) Prior to a Delay of Foreclosure in connection with any Mortgage
      Loan, the Servicer shall provide the Loss Mitigation Advisor with a notice
      of such proposed and imminent delay, stating the loan number, the
      aggregate amount owing under the Mortgage Loan, and the reason and
      justification for delaying foreclosure action. All notices and supporting
      documentation pursuant to this subsection may be provided via telecopier,
      express mail or electronic mail.

            (iii) Prior to accepting any Short Payoff in connection with any
      Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor with
      a notice of such proposed and imminent Short Payoff, stating the loan
      number, the aggregate amount owing under the Mortgage Loan, and the
      justification for accepting the proposed Short Payoff. Such notice may be
      sent by telecopier, express mail, electronic mail or regular mail.

            (iv) Within five (5) business days of each Distribution Date, the
      Servicer shall provide the Loss Mitigation Advisor with a report listing
      each loan that has resulted in a realized loss that has been reported to
      the trustee. Such report shall specify the loan number, the outstanding
      principal balance of the loan upon its liquidation, the realized loss, and
      the following components of realized loss: foreclosure costs, advances,
      mortgage insurance proceeds, marketing and property rehabilitation costs,
      and other costs. Such report may be provided by telecopier, express mail,
      regular mail or electronic mail. The Loss Mitigation Advisor shall have at
      least ten (10) business days in which to respond with reasonable questions
      or requests for additional information regarding the amounts reported as
      realized losses, and the Servicer shall within five (5) business days of
      receipt of the Loss Mitigation Advisor's questions or additional
      information requests provide responses to such questions and requests.

            (v) Within five (5) business days of receipt by the Servicer of an
      offer to acquire an REO property at an amount that is more than 15% below
      the most recent market valuation of that property obtained by the Servicer
      (or if no such valuation has been obtained, the appraisal used in
      connection with the originating of the related Mortgage Loan), the
      Servicer shall notify the Loss Mitigation Advisor of such offer and shall
      provide a justification for accepting such offer, if that is the
      Servicer's recommendation.

            (vi) Within five (5) business days of receipt by the Servicer that a
      claim filed for mortgage insurance, or any part thereof, has been rejected
      by the mortgage insurance

                                      K-3
<PAGE>

      provider, the Servicer shall provide a copy of the rejected claim with
      explanations for the item or items rejected to the Loss Mitigation
      Advisor.

            (vii) Within five (5) business days of providing the trustee with
      any notice regarding a mortgage loan substitution, loan modification, or
      loan repurchase, the Servicer shall provide the Loss Mitigation Advisor
      with a copy of the notice.

      (b) If requested by the Loss Mitigation Advisor, the Servicer shall make
its servicing personnel available during its normal business hours to respond to
reasonable inquiries, in writing by facsimile transmission, express mail or
electronic mail, by the Loss Mitigation Advisor in connection with any Mortgage
Loan identified in a report under subsection 2.01 (a)(i), (a)(ii), (a)(iii) or
(a)(iv) which has been given to the Loss Mitigation Advisor; provided that the
Servicer shall only be required to provide information that is readily
accessible to their servicing personnel.

      (c) In addition to the foregoing, the Servicer shall provide to the Loss
Mitigation Advisor such information as the Loss Mitigation Advisor may
reasonably request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate owned, provided
that the Servicer shall only be required to provide information that is readily
accessible to its servicing personnel.

      (d) With respect to all Mortgage Loans which are serviced at any time by
the Servicer through a subservicer, the Servicer shall be entitled to rely for
all purposes hereunder, including for purposes of fulfilling its reporting
obligations under this Section 2.01, on the accuracy and completeness of any
information provided to it by the applicable subservicer.

      Section 2.02. Loss Mitigation Advisor's Recommendations With Respect to
Defaulted Loans.

      (a) All parties to this Agreement acknowledge that the Loss Mitigation
Advisor's advice is made in the form of recommendations, and that the Loss
Mitigation Advisor does not have the right to direct the Servicer in performing
its duties under the Pooling and Servicing Agreement. The Servicer may, after
review and analysis of the Loss Mitigation Advisor's recommendation, accept or
reject it, in the Servicer's sole discretion, subject to the standards of the
Servicer to protect the interest of the Certificateholders set forth in the
Pooling and Servicing Agreement.

      (b) Within two (2) business days of receipt of a notice of a foreclosure
delay, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the delay, provided, however, that if additional
information is required on which to base a recommendation, the Loss Mitigation
Advisor shall notify the Servicer of the additional information needed within
the allotted time, and the Servicer shall promptly provide such information and
the Loss Mitigation Advisor shall then submit to the Servicer its
recommendation. The Loss Mitigation Advisor may recommend that additional
procedures be undertaken to further analyze the property, the borrower, or
issues related to the default or foreclosure. Such additional procedures may
include asset searches, property valuations, legal analysis or other procedures
that are

                                      K-4
<PAGE>

warranted by the circumstances of the property, borrower or foreclosure. The
Loss Mitigation Advisor may recommend such other actions as are warranted by the
circumstances of the property, borrower or foreclosure.

      (c) Within two (2) business days of receipt of a notice of a proposed
Short Payoff, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the proposed Short Payoff, provided, however, that if
additional information is required on which to base a recommendation, the Loss
Mitigation Advisor shall notify the Servicer of the additional information
needed within two business days, and the Servicer shall promptly provide such
information and the Loss Mitigation Advisor shall then submit to the Servicer
its recommendation. The Loss Mitigation Advisor's recommendation may take the
form of concurring with the proposed Short Payoff, recommending against such
Short Payoff, with a justification provided, or proposing a counteroffer.

      (d) Within two (2) business days of receipt of a notice of an REO sale at
an amount that is more than 15% below the recent market valuation of that
property, the Loss Mitigation Advisor shall provide the Servicer with its
recommendation. The Loss Mitigation Advisor's recommendation may take the form
of concurring with the proposed below-market sale, recommending against such
below-market sale, or proposing a counteroffer.

      Section 2.03. Termination.

      (a) With respect to all Mortgage Loans included in a trust fund, the
Servicer's obligations under Section 2.01 and Section 2.02 shall terminate at
such time as the Certificate Principal Balances of the related Class B
Certificates have been reduced to zero.

      (b) The Loss Mitigation Advisor's responsibilities under this Agreement
shall terminate upon the termination of the fee agreement between the Purchaser
or its successor and the Loss Mitigation Advisor. The Loss Mitigation Advisor
shall promptly notify the Servicer of the date of termination of such fee
agreement, but in no event later than 5:00 P.M., EST, on the effective date
thereof.

      (c) Neither the Servicer nor any of its directors, officers, employees or
agents shall be under any liability 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
Servicer or any such Person against 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 Servicer and the Loss Mitigation Advisor and any director,
officer, employee or agent thereof 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. Neither the Loss Mitigation Advisor, its directors,
officers, employees or agents shall be under any liability for any actions taken
by the Servicer based upon the recommendation pursuant to this Agreement,
provided they are made in good faith.

                                      K-5
<PAGE>

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

      Section 3.01. Amendment.

      This Agreement may be amended from time to time by the Servicer and the
Loss Mitigation Advisor by written agreement signed by the Servicer and the Loss
Mitigation Advisor.

      Section 3.02. Counterparts.

      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 3.03. Governing Law.

      This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

      Section 3.04. Notices.

      All demands, notices and direction hereunder shall be in writing or by
telecopier and shall be deemed effective upon receipt to:

      (a) in the case of the Servicer,

           Bank of America, National Association
           101 South Tryon Street
           Charlotte, North Carolina  28255
           Attn: Secondary Marketing with a copy to the General Counsel

or such other address as may hereafter be furnished in writing by the Servicer,

      (b) in the case of the Loss Mitigation Advisor,

             _______________________

      (c) in the case of the Purchaser:



                                      K-6
<PAGE>

             _______________________

      Section 3.05. Severability of Provisions.

      If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever, including regulatory, 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.

      Section 3.06. Successors and Assigns.

      (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders.

      (b) The Servicer shall notify the Loss Mitigation Advisor of the
assignment of its duties to any successor servicer within thirty (30) days prior
to such assignment, and shall provide the name, address, telephone number and
telecopier number for the successor to the Loss Mitigation Advisor.

      Section 3.07. Article and Section Headings.

      The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

      Section 3.08. Confidentiality.

      The Servicer acknowledges the confidentiality of this Agreement and will
not release or republish its contents without the consent of the Loss Mitigation
Advisor except to the extent required by law, regulation or court order.

      The Loss Mitigation Advisor agrees that all information supplied by or on
behalf of the Servicer under this Agreement, is the property of the Servicer.
The Loss Mitigation Advisor shall keep in strictest confidence all information
relating to this Agreement, including, without limitation, individual account
information and other information supplied by or on behalf of the Servicer
pursuant to Section 2.01, and that information which may be acquired in
connection with or as a result of this Agreement. During the term of this
Agreement and at any time thereafter, without the prior written consent of the
Servicer, the Loss Mitigation Advisor shall not publish, communicate, divulge,
disclose or use any of such information. Upon termination or expiration of this
Agreement, the Loss Mitigation Advisor shall deliver all records, data,


                                      K-7
<PAGE>

information, and other documents and all copies thereof supplied by or on behalf
of the Servicer pursuant to Section 2.01 to the Servicer and such shall remain
the property of the Servicer.

      Section 3.09. Independent Contractor.

      In all matters relating to this Agreement, the Loss Mitigation Advisor
shall be acting as an independent contractor. Neither the Loss Mitigation
Advisor nor any employees of the Loss Mitigation Advisor are employees or agents
of the Servicer under the meaning or application of any Federal or State
Unemployment or Insurance Laws or Workmen's Compensation Laws, or otherwise. The
Loss Mitigation Advisor shall assume all liabilities or obligations imposed by
any one or more of such laws with respect to the employees of the Loss
Mitigation Advisor in the performance of this Agreement. The Loss Mitigation
Advisor shall not have any authority to assume or create any obligation, express
or implied, on behalf of the Servicer, and the Loss Mitigation Advisor shall not
have the authority to represent itself as an agent, employee, or in any other
capacity of the Servicer.



                                      K-8
<PAGE>

      IN WITNESS WHEREOF, the Servicer and the Loss Mitigation Advisor have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.


                                          Bank of America, National Association

                                          By: _______________________________
                                          Name: _____________________________
                                          Title: ____________________________


                                          Loss Mitigation Advisor
                                          ________________________

                                          By:_________________________________
                                          Name:_______________________________
                                          Title:______________________________

                    PURCHASER'S ACKNOWLEDGEMENT AND AGREEMENT

Purchaser executes this agreement for the purpose of acknowledging the limited
obligations of the Servicer in respect of the Loss Mitigation Advisor's
recommendation, as described in Section 2.02(a) hereof and confirming to the
Servicer that (i) it shall be solely responsible for the payment of the fees of
the Loss Mitigation Advisor pursuant to the terms of an agreement between
Purchaser and Loss Mitigation Advisor dated _____________, 20__ and (ii)
Purchaser upon transfer of its interest in any of the Class B Certificates or
any part thereof will require its successor to consent to this Special Servicing
Agreement and to pay any of the fees due to the Loss Mitigation Advisor pursuant
to the agreement referenced in clause (i) above.

                                          Purchaser

                                          By: _______________________________
                                          Name: _____________________________
                                          Title: ____________________________



                                      K-9
<PAGE>



                                    EXHIBIT L

                           LIST OF RECORDATION STATES

                                    [_________]



<PAGE>


M-3


                                    EXHIBIT M

                  FORM OF INITIAL CERTIFICATION OF THE TRUSTEE

                                  [_______], 20

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: BOAMS 20  -

Banc of America Mortgage Securities, Inc.
Secondary Marketing
214 North Tryon Street, 22nd Floor
Charlotte, North Carolina  28225
NC1-027-22-02
Attn: Jerald Jubulis

Bank of America, National Association
Secondary Marketing
214 North Tryon Street, 22nd Floor
Charlotte, North Carolina  28225
NC1-027-22-02
Attn: Jerald Jubulis

        Re:   Banc of America Mortgage Securities, Inc., Mortgage
              Pass-Through Certificates, Series 20 - , issued pursuant to a
              Pooling and Servicing Agreement dated [_______], 20 , among
              Banc of America Mortgage Securities, Inc., as Depositor, Bank
              of America, National Association, as Servicer, and Wells Fargo
              Bank, N.A., 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, either (i) it has received
the original Mortgage Note relating to each of the Mortgage Loans listed on the
Mortgage Loan Schedule or (ii) if such original Mortgage Note has been lost, a
copy of such original Mortgage Note, together with a lost note affidavit.

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this Initial Certification.
The Trustee makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the


                                      M-1

<PAGE>


documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.


                                       M-2
<PAGE>



        Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.

                                          WELLS FARGO BANK, N.A.,
                                           as Trustee

                                          By: _______________________________
                                          Name: _____________________________
                                          Title: ____________________________

                                      M-3

<PAGE>


                                    EXHIBIT N

                   FORM OF FINAL CERTIFICATION OF THE TRUSTEE

                           [_______________ __, ____]


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: BOAMS 20  -

Banc of America Mortgage Securities, Inc.
Secondary Marketing
214 North Tryon Street, 22nd Floor
Charlotte, North Carolina  28225
NC1-027-22-02
Attn: Jerald Jubulis

Bank of America, National Association
Secondary Marketing
214 North Tryon Street, 22nd Floor
Charlotte, North Carolina  28225
NC1-027-22-02
Attn: Jerald Jubulis

        Re:    Banc of America Mortgage Securities, Inc., Mortgage
               Pass-Through Certificates, Series 20 - , issued pursuant to a
               Pooling and Servicing Agreement dated [_______], 20 , among
               Banc of America Mortgage Securities, Inc., as Depositor, Bank
               of America, National Association, as Servicer, and Wells Fargo
               Bank, N.A., 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



                                       N-1


<PAGE>



validity, legality, sufficiency, enforceability, recordability or genuineness of
any of the documents contained in each Mortgage File or any of the Mortgage
Loans identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.


                                       N-2

<PAGE>


      Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.

                                          WELLS FARGO BANK, N.A.,
                                           as Trustee

                                          By: _______________________________
                                          Name: _____________________________
                                          Title: ____________________________

                                      N-3

<PAGE>



                                    EXHIBIT O

                      Form of Sarbanes-Oxley Certification

                    Banc of America Mortgage Securities, Inc.
                       Mortgage Pass-Through Certificates,
                                   Series 20 -

      I, [________], a [_____________] of Bank of America, National Association
(the "Servicer"), certify that:

1.    I have reviewed this report on Form 10-K and all reports on Form 10-D
      required to be filed in respect of the period covered by this report on
      Form 10-K of the Banc of America Mortgage 20 - Trust (the "Exchange Act
      Periodic Reports");

2.    Based on my knowledge, the Exchange Act Periodic Reports, taken as a
      whole, do not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;

3.    Based on my knowledge, all of the distribution, servicing and other
      information required to be provided under Form 10-D for the period covered
      by this report is included in the Exchange Act Periodic Reports;

4.    I am responsible for reviewing the activities performed by the Servicer
      and based upon my knowledge and the compliance review conducted in
      preparing the servicer compliance statement required in this report under
      Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
      Periodic Reports, the Servicer has fulfilled its obligations under the
      pooling and servicing agreement, dated [_______], 20 , among Banc of
      America Mortgage Securities, Inc., as depositor, Wells Fargo Bank, N.A.,
      as trustee, and the Servicer; and

5.    All of the reports on assessment of compliance with the servicing criteria
      for asset-backed securities and their related attestation reports on
      assessment of compliance with servicing criteria for asset-backed
      securities required to be included in this report in accordance with Item
      1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
      included as an exhibit to this report, except as otherwise disclosed in
      this report. Any material instances of noncompliance described in such
      reports have been disclosed in this report on Form 10-K.

      In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated party: Wells Fargo
Bank, N.A.

[_________], 20




                                       O-1

<PAGE>


                                               By:____________________________
                                                  Name:
                                                  Title:


                                      O-2

<PAGE>


                                    EXHIBIT P

       Form of Certification to be Provided by the Trustee to the Servicer

                    Banc of America Mortgage Securities, Inc.
                       Mortgage Pass-Through Certificates,
                                   Series 20 -

        Re:    Banc of America Mortgage 20 - Trust (the "Trust"), Mortgage
               Pass-Through Certificates, Series 20 - , issued pursuant to a
               Pooling and Servicing Agreement dated [_______], 20 (the
               "Pooling Agreement"), among Banc of America Mortgage
               Securities, Inc., as Depositor, Bank of America, National
               Association, as Servicer, and Wells Fargo Bank, N.A., as
               Trustee

               The Trustee hereby certifies to the 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 fiscal year [___]
      (the "Annual Report"), and all reports on Form 10 D required to be filed
      in respect of period covered by the Annual Report (collectively with the
      Annual Report, the "Reports"), of the Trust;

2.    To my knowledge, the Reports, taken as a whole, do not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      the Annual Report;

3.    To my knowledge, the distribution information required to be provided by
      the Trustee under the Pooling Agreement for inclusion in the Reports is
      included in the Reports;

4.    I am responsible for reviewing the activities performed by the Trustee
      under the Pooling and Servicing Agreement, and based on my knowledge and
      the compliance review conducted in preparing the compliance statement of
      the Trustee required in the Annual Report under Item 1123 of Regulation
      AB, and except as disclosed in the Reports, the Trustee has fulfilled its
      obligations under the Pooling Agreement in all material respects; and

5.    The report on assessment of compliance with servicing criteria for
      asset-backed securities of the Trustee and its related attestation report
      on assessment of compliance with servicing criteria required to be
      included in the Annual Report in accordance with Item 1122 of Regulation
      AB and Exchange Act Rules 13a-18 and 15d-18 has been included as an
      exhibit to the Annual Report. Any material instances of non-compliance are
      described in such report and have been disclosed in the Annual Report.





                                      P-1

<PAGE>

                                               WELLS FARGO BANK, N.A.
                                                   as Trustee

                                               By:____________________________
                                                  Name:
                                                  Title:

                                      P-2

<PAGE>


Q-3


                                    EXHIBIT Q

                Servicing Criteria to be Addressed in Assessment of Compliance

<TABLE>
<CAPTION>
-------------------------------------------------------------------------- ------------------
                                                                              APPLICABLE
                                                                               SERVICING
                                   SERVICING CRITERIA                          CRITERIA
----------------- -------------------------------------------------------- --------- --------
   Reference                             Criteria                          Servicer  Trustee
----------------- -------------------------------------------------------- --------- --------
                              General Servicing Considerations
----------------- -------------------------------------------------------- --------- --------
<S>               <C>                                                      <C>       <C>
                  Policies and procedures are instituted to monitor any        X        X
                  performance or other triggers and events of default in
1122(d)(1)(i)     accordance with the transaction agreements.
----------------- -------------------------------------------------------- --------- --------
                  If any material servicing activities are outsourced to       X
                  third parties, policies and procedures are instituted to
                  monitor the third party's performance and compliance
1122(d)(1)(ii)    with such servicing activities.
----------------- -------------------------------------------------------- --------- --------
                  Any requirements in the transaction agreements to
                  maintain a back-up servicer for the mortgage loans are
1122(d)(1)(iii)   maintained.
----------------- -------------------------------------------------------- --------- --------
                  A fidelity bond and errors and omissions policy is in        X
                  effect on the party participating in the servicing
                  function throughout the reporting period in the amount
                  of coverage required by and otherwise in accordance with
1122(d)(1)(iv)    the terms of the transaction agreements.
----------------- -------------------------------------------------------- --------- --------
                             Cash Collection and Administration
----------------- -------------------------------------------------------- --------- --------
                  Payments on mortgage loans are deposited into the            X
                  appropriate custodial bank accounts and related bank
                  clearing accounts no more than two business days
                  following receipt, or such other number of days
1122(d)(2)(i)     specified in the transaction agreements.
----------------- -------------------------------------------------------- --------- --------
                  Disbursements made via wire transfer on behalf of an         X        X
                  obligor or to an investor are made only by authorized
1122(d)(2)(ii)    personnel.
----------------- -------------------------------------------------------- --------- --------
                  Advances of funds or guarantees regarding collections,       X
                  cash flows or distributions, and any interest or other
                  fees charged for such advances, are made, reviewed and
1122(d)(2)(iii)   approved as specified in the transaction agreements.
----------------- -------------------------------------------------------- --------- --------
                  The related accounts for the transaction, such as cash       X        X
                  reserve accounts or accounts established as a form of
                  overcollateralization, are separately maintained (e.g.,
                  with respect to commingling of cash) as set forth in the
1122(d)(2)(iv)    transaction agreements.
----------------- -------------------------------------------------------- --------- --------
                  Each custodial account is maintained at a federally          X        X
                  insured depository institution as set forth in the
                  transaction agreements. For purposes of this criterion,
                  "federally insured depository institution" with respect
                  to a foreign financial institution means a foreign
                  financial institution that meets the requirements of
1122(d)(2)(v)     Rule 13k-1(b)(1) of the Securities Exchange Act.
----------------- -------------------------------------------------------- --------- --------
                  Unissued checks are safeguarded so as to prevent             X        X
1122(d)(2)(vi)    unauthorized access.
----------------- -------------------------------------------------------- --------- --------
                  Reconciliations are prepared on a monthly basis for          X        X
                  all asset-backed securities related bank accounts,
                  including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically
                  accurate; (B) prepared within 30 calendar days after the
                  bank statement cutoff date, or such other number of days
                  specified in the transaction agreements; (C) reviewed
                  and approved by someone other than the person who
                  prepared the reconciliation; and (D) contain
                  explanations for reconciling items. These reconciling
                  items are resolved within 90 calendar days of their
                  original identification, or such other number of days
1122(d)(2)(vii)   specified in the transaction agreements.
----------------- -------------------------------------------------------- --------- --------

                                      Q-1
<PAGE>

                           Investor Remittances and Reporting
----------------- -------------------------------------------------------- --------- --------
                  Reports to investors, including those to be filed with                X
                  the Commission, are maintained in accordance with the
                  transaction agreements and applicable Commission
                  requirements. Specifically, such reports (A) are
                  prepared in accordance with timeframes and other terms
                  set forth in the transaction agreements; (B) provide
                  information calculated in accordance with the terms
                  specified in the transaction agreements; (C) are filed
                  with the Commission as required by its rules and
                  regulations; and (D) agree with investors' or the
                  trustee's records as to the total unpaid principal
                  balance and number of mortgage loans serviced by the
1122(d)(3)(i)     Servicer.
----------------- -------------------------------------------------------- --------- --------
                  Amounts due to investors are allocated and remitted in                X
                  accordance with timeframes, distribution priority and
1122(d)(3)(ii)    other terms set forth in the transaction agreements.
----------------- -------------------------------------------------------- --------- --------
                  Disbursements made to an investor are posted within two               X
                  business days to the Servicer's investor records, or
                  such other number of days specified in the transaction
1122(d)(3)(iii)   agreements.
----------------- -------------------------------------------------------- --------- --------
                  Amounts remitted to investors per the investor reports                X
                  agree with cancelled checks, or other form of payment,
1122(d)(3)(iv)    or custodial bank statements.
----------------- -------------------------------------------------------- --------- --------
                                Pool Asset Administration
----------------- -------------------------------------------------------- --------- --------
                  Collateral or security on mortgage loans is maintained       X        X
                  as required by the transaction agreements or related
1122(d)(4)(i)     mortgage loan documents.
----------------- -------------------------------------------------------- --------- --------
                  Mortgage loan and related documents are safeguarded as       X        X
1122(d)(4)(ii)    required by the transaction agreements
----------------- -------------------------------------------------------- --------- --------
                  Any additions, removals or substitutions to the asset        X
                  pool are made, reviewed and approved in accordance with
                  any conditions or requirements in the transaction
1122(d)(4)(iii)   agreements.
----------------- -------------------------------------------------------- --------- --------
                  Payments on mortgage loans, including any payoffs, made      X
                  in accordance with the related mortgage loan documents
                  are posted to the Servicer's obligor records maintained
                  no more than two business days after receipt, or such
                  other number of days specified in the transaction
                  agreements, and allocated to principal, interest or
                  other items (e.g., escrow) in accordance with the
1122(d)(4)(iv)    related mortgage loan documents.
----------------- -------------------------------------------------------- --------- --------
                  The Servicer's records regarding the mortgage loans          X
                  agree with the Servicer's records with respect to an
1122(d)(4)(v)     obligor's unpaid principal balance.
----------------- -------------------------------------------------------- --------- --------
                  Changes with respect to the terms or status of an            X
                  obligor's mortgage loans (e.g., loan modifications or
                  re-agings) are made, reviewed and approved by
                  authorized personnel in accordance with the
                  transaction agreements and related pool asset
1122(d)(4)(vi)    documents.
----------------- -------------------------------------------------------- --------- --------
                  Loss mitigation or recovery actions (e.g., forbearance       X
                  plans, modifications and deeds in lieu of foreclosure,
                  foreclosures and repossessions, as applicable) are
                  initiated, conducted and concluded in accordance with
                  the timeframes or other requirements established by the
1122(d)(4)(vii)   transaction agreements.
----------------- -------------------------------------------------------- --------- --------
                  Records documenting collection efforts are maintained        X
                  during the period a mortgage loan is delinquent in
                  accordance with the transaction agreements. Such
                  records are maintained on at least a monthly basis, or
                  such other period specified in the transaction
                  agreements, and describe the entity's activities in
                  monitoring delinquent mortgage loans including, for
                  example, phone calls, letters and payment rescheduling
                  plans in cases where delinquency is deemed temporary
1122(d)(4)(viii)  (e.g., illness or unemployment).
----------------- -------------------------------------------------------- --------- --------
                  Adjustments to interest rates or rates of return for         X
                  mortgage loans with variable rates are computed based
1122(d)(4)(ix)    on the related mortgage loan documents.
----------------- -------------------------------------------------------- --------- --------


                                      Q-2
<PAGE>

                  Regarding any funds held in trust for an obligor (such       X
                  as escrow accounts): (A) such funds are analyzed, in
                  accordance with the obligor's mortgage loan documents,
                  on at least an annual basis, or such other period
                  specified in the transaction agreements; (B) interest
                  on such funds is paid, or credited, to obligors in
                  accordance with applicable mortgage loan documents and
                  state laws; and (C) such funds are returned to the
                  obligor within 30 calendar days of full repayment of
                  the related mortgage loans, or such other number of
1122(d)(4)(x)     days specified in the transaction agreements.
----------------- -------------------------------------------------------- --------- --------
                  Payments made on behalf of an obligor (such as tax or        X
                  insurance payments) are made on or before the related
                  penalty or expiration dates, as indicated on the
                  appropriate bills or notices for such payments,
                  provided that such support has been received by the
                  servicer at least 30 calendar days prior to these
                  dates, or such other number of days specified in the
1122(d)(4)(xi)    transaction agreements.
----------------- -------------------------------------------------------- --------- --------
                  Any late payment penalties in connection with any            X
                  payment to be made on behalf of an obligor are paid from
                  the Servicer's funds and not charged to the obligor,
                  unless the late payment was due to the obligor's error
1122(d)(4)(xii)   or omission.
----------------- -------------------------------------------------------- --------- --------
                  Disbursements made on behalf of an obligor are posted        X
                  within two business days to the obligor's records
                  maintained by the Servicer, or such other number of days
1122(d)(4)(xiii)  specified in the transaction agreements.
----------------- -------------------------------------------------------- --------- --------
                  Delinquencies, charge-offs and uncollectible accounts        X          X
                  are recognized and recorded in accordance with the
1122(d)(4)(xiv)   transaction agreements.
----------------- -------------------------------------------------------- --------- --------
                  Any external enhancement or other support, identified in
                  Item 1114(a)(1) through (3) or Item 1115 of Regulation
                  AB, is maintained as set forth in the transaction
1122(d)(4)(xv)    agreements.
----------------- -------------------------------------------------------- --------- --------
</TABLE>

[BANK OF AMERICA, NATIONAL ASSOCIATION] [WELLS FARGO BANK, N.A.]


Date:   _________________________

By:

Name:   ________________________________

Title:  ________________________________



                                      Q-3
<PAGE>


                                   EXHIBIT R-1

                        ADDITIONAL FORM 10-D INFORMATION
<TABLE>
<CAPTION>
------------------------------------------------- -----------------------------------------------
               Item on Form 10-D                                Party Responsible
------------------------------------------------- -----------------------------------------------
<S>                                               <C>
 Item 1: Distribution and Pool Performance                          Depositor
                 Information                                         Servicer
                                                                     Trustee

 Any information required by Item 1121 of
   Regulation AB which is not included on
       the Distribution Date Statement
------------------------------------------------- -----------------------------------------------
         Item 2: Legal Proceedings                   (i) All parties to the Agreement (as to
                                                  themselves), (ii) the Trustee and Servicer as
      per Item 1117 of Regulation AB               to the Trust, (iii) the Depositor as to the
                                                   Sponsor or any Regulation AB Item 1100(d)(1)
                                                                      party
------------------------------------------------- -----------------------------------------------
   Item 3: Sale of Securities and Use of                            Depositor
                  Proceeds
------------------------------------------------- -----------------------------------------------
  Item 4: Defaults Upon Senior Securities                            Trustee
------------------------------------------------- -----------------------------------------------
  Item 5: Submission of Matters to a Vote                            Trustee
             of Security Holders
------------------------------------------------- -----------------------------------------------
   Item 6: Significant Obligors of Pool                                N/A
                   Assets
------------------------------------------------- -----------------------------------------------
 Item 7: Significant Enhancement Provider                              N/A
                 Information
------------------------------------------------- -----------------------------------------------
         Item 8: Other Information                  Any party to the Agreement responsible for
                                                           disclosure items on Form 8-K
------------------------------------------------- -----------------------------------------------
             Item 9: Exhibits                                       Depositor
                                                                     Trustee
------------------------------------------------- -----------------------------------------------
</TABLE>

                                     R-1-1

<PAGE>


R-2-1


                                   EXHIBIT R-2

                        ADDITIONAL FORM 10-K INFORMATION
<TABLE>
<CAPTION>
---------------------------------------------- --------------------------------------------------
              Item on Form 10-K                                Party Responsible
---------------------------------------------- --------------------------------------------------
<S>                                            <C>
       Item 9B: Other Information                 Any party to the Agreement responsible for
                                                         disclosure items on Form 8-K
---------------------------------------------- --------------------------------------------------
 Item 15: Exhibits, Financial Statement                             Trustee
                Schedules                                          Depositor
---------------------------------------------- --------------------------------------------------
            Additional Item:                        (i) All parties to the Agreement (as to
                                               themselves), (ii) the Trustee and Servicer as to
 Disclosure per Item 1117 of Regulation        the Trust, (iii) the Depositor as to the Sponsor
                    AB                            or any Regulation AB Item 1100(d)(1) party
---------------------------------------------- --------------------------------------------------
            Additional Item:                        (i) All parties to the Agreement as to
 Disclosure per Item 1119 of Regulation           themselves and (ii) the Depositor as to the
                    AB                                              Sponsor
---------------------------------------------- --------------------------------------------------
            Additional Item:                                          N/A
     Disclosure per Item 1112(b) of
              Regulation AB
---------------------------------------------- --------------------------------------------------
            Additional Item:                                          N/A
    Disclosure per Items 1114(b) and
         1115(b) of Regulation AB
--------------------------------------------- --------------------------------------------------
</TABLE>

                                     R-2-1

<PAGE>

                                   EXHIBIT R-3

                              FORM 8-K INFORMATION
<TABLE>
<CAPTION>
---------------------------------------------- --------------------------------------------------
              Item on Form 8-K                                 Party Responsible
---------------------------------------------- --------------------------------------------------
<S>                                            <C>
    Item 1.01- Entry into a Material            The party to this Agreement entering into such
           Definitive Agreement                          material definitive agreement
---------------------------------------------- --------------------------------------------------
  Item 1.02- Termination of a Material              The party to this Agreement requesting
           Definitive Agreement                 termination of a material definitive agreement
---------------------------------------------- --------------------------------------------------
 Item 1.03- Bankruptcy or Receivership                             Depositor
---------------------------------------------- --------------------------------------------------
   Item 2.04- Triggering Events that                               Servicer
     Accelerate or Increase a Direct                                Trustee
  Financial Obligation or an Obligation
  under an Off-Balance Sheet Arrangement
---------------------------------------------- --------------------------------------------------
  Item 3.03- Material Modification to                               Trustee
        Rights of Security Holders
---------------------------------------------- --------------------------------------------------
  Item 5.03- Amendments of Articles of                             Depositor
    Incorporation or Bylaws; Change of                             Servicer
               Fiscal Year                                          Trustee
---------------------------------------------- --------------------------------------------------
    Item 6.01- ABS Informational and                               Depositor
          Computational Material
---------------------------------------------- --------------------------------------------------
Item 6.02- Change of Servicer or Trustee                           Servicer
                                                                    Trustee
---------------------------------------------- --------------------------------------------------
Item 6.03- Change in Credit Enhancement                               N/A
           or External Support
---------------------------------------------- --------------------------------------------------
 Item 6.04- Failure to Make a Required                              Trustee
               Distribution
---------------------------------------------- --------------------------------------------------
   Item 6.05- Securities Act Updating                              Depositor
                Disclosure
---------------------------------------------- --------------------------------------------------
  Item 7.01- Regulation FD Disclosure                              Depositor
---------------------------------------------- --------------------------------------------------
               Item 8.01                                           Depositor
---------------------------------------------- --------------------------------------------------
               Item 9.01                                           Depositor
---------------------------------------------- --------------------------------------------------
</TABLE>


                                     R-3-1