exhibit4_1.htm


    Exhibit 4.1

     

    EXECUTION COPY

     

     

    
 

    
      
        
          

        

      

       

       

       

       

       

       

       

       

      BANC OF
AMERICA FUNDING CORPORATION,

       

      Depositor

       

      and

       

      WELLS
FARGO BANK, N.A.,

       

      Trustee

       

      
        TRUST
AGREEMENT

         

        


      

      
        Dated
March 30, 2009

         

        ________________________________________________

        


      

      Banc of
America Funding 2009-R3 Trust

       

      Mortgage
Certificate-Backed Certificates,

      
        
        

      

      Series
2009-R3

       

       

       

       

       

       

       

       

       

       

       

       

       

       

        
          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

       

      Page

      
        	
                ARTICLE
      I DEFINITIONS

              	
                1

              
	 
      	 
      
	
                Section
      1.01 Definitions

              	
                1

              
	
                Section
      1.02 Interest Calculation.

              	
                15

              
	 
      	 
      
	
                ARTICLE
      II CONVEYANCE OF THE MORTGAGE CERTIFICATES AND

                THE
      ORIGINAL ISSUANCE OF CERTIFICATES

              	
                15

              
	 
      	 
      
	
                Section
      2.01 Conveyance of the Mortgage Certificates.

              	
                15

              
	
                Section
      2.02 Issuance of Certificates.

              	
                16

              
	
                Section
      2.03 REMIC Designations and Related Matters.

              	
                16

              
	
                Section
      2.04 Execution and Delivery of Certificates.

              	
                18

              
	
                Section
      2.05 Representations and Warranties of the Depositor.

              	
                18

              
	 
      	 
      
	
                ARTICLE
      III ADMINISTRATION OF THE MORTGAGE CERTIFICATES

              	
                19

              
	 
      	 
      
	
                Section
      3.01 Collection of Distributions on the Mortgage Certificates; Certificate
      Account.

              	
                19

              
	
                Section
      3.02 Distributions.

              	
                20

              
	
                Section
      3.03 Allocation of Losses.

              	
                22

              
	
                Section
      3.04 Statements to Certificateholders.

              	
                23

              
	
                Section
      3.05 Notices to Trustee.

              	
                25

              
	
                Section
      3.06 REMIC and Grantor Trust Related Covenants.

              	
                25

              
	
                Section
      3.07 Grantor Trust Administration

              	
                26

              
	
                Section
      3.08 Annual Statement as to Compliance.

              	
                28

              
	
                Section
      3.09 Assessments of Compliance and Attestation Reports.

              	
                28

              
	
                Section
      3.10 Reports to the Commission.

              	
                30

              
	 
      	 
      
	
                ARTICLE
      IV THE CERTIFICATES

              	
                37

              
	 
      	 
      
	
                Section
      4.01 The Certificates.

              	
                37

              
	
                Section
      4.02 Registration of and Limitations on Transfer and Exchange of
      Certificates.

              	
                39

              
	
                Section
      4.03 Mutilated, Destroyed, Lost or Stolen Certificates.

              	
                45

              
	
                Section
      4.04 Persons Deemed Owners.

              	
                46

              
	
                Section
      4.05 Transfer of Exchangeable REMIC Certificates and Exchangeable
      Certificates.

              	
                46

              
	
                Section
      4.06 Exchanges of Exchangeable REMIC Certificates and Exchangeable
      Certificates.

              	
                46

              
	 
      	 
      
	
                ARTICLE
      V CERTAIN TAX MATTERS

              	
                47

              
	 
      	 
      
	
                Section
      5.01 Returns.

              	
                47

              
	
                Section
      5.02 Election of REMIC Status.

              	
                48

              


      


      
        
           


        

        
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                Section
      5.03 REMIC Administration.

              	
                48

              
	 
      	 
      
	
                ARTICLE
      VI THE TRUSTEE

              	
                49

              
	 
      	 
      
	
                Section
      6.01 Representation and Warranties.

              	
                49

              
	
                Section
      6.02 Directions to Trustee.

              	
                49

              
	
                Section
      6.03 Liability of the Trustee.

              	
                50

              
	
                Section
      6.04 Merger or Consolidation of the Trustee.

              	
                51

              
	
                Section
      6.05 Limitation on Liability of the Trustee and Others;
      Indemnification.

              	
                51

              
	
                Section
      6.06 Delegation of Duty by Trustee.

              	
                52

              
	
                Section
      6.07 Trustee Fee.

              	
                53

              
	
                Section
      6.08 Resignation and Removal of the Trustee.

              	
                53

              
	
                Section
      6.09 Successor Trustee.

              	
                54

              
	
                Section
      6.10 Compliance with REMIC Provisions.

              	
                55

              
	
                Section
      6.11 REMIC Losses.

              	
                55

              
	 
      	 
      
	
                ARTICLE
      VII TERMINATION

              	
                55

              
	 
      	 
      
	
                Section
      7.01 Termination Upon Distribution to Certificateholders or Upon Purchase
      by the Call Right Holder.

              	
                55

              
	
                Section
      7.02 Additional Termination Requirements.

              	
                56

              
	
                Section
      7.03 Failure of Certificateholders to Surrender
    Certificates.

              	
                57

              
	 
      	 
      
	
                ARTICLE
      VIII MISCELLANEOUS PROVISIONS

              	
                57

              
	 
      	 
      
	
                Section
      8.01 Amendment.

              	
                57

              
	
                Section
      8.02 Limitation on Rights of Certificateholders.

              	
                58

              
	
                Section
      8.03 Limitation on Liability of the Depositor and Others.

              	
                59

              
	
                Section
      8.04 Governing Law.

              	
                60

              
	
                Section
      8.05 Notices.

              	
                60

              
	
                Section
      8.06 Severability of Provisions.

              	
                60

              
	
                Section
      8.07 Certificates Nonassessable and Fully Paid.

              	
                60

              
	
                Section
      8.08 Execution in Counterparts.

              	
                61

              


      

      



      
        
           


        

        
          -ii-

          
            

          

        

        
           


        

      


      


      
        	 
      	 
      
	
                EXHIBIT
      A-A1

              	
                Form
      of Class A-1 Certificate

              
	
                EXHIBIT
      A-A2

              	
                Form
      of Class A-2 Certificate

              
	
                EXHIBIT
      A-A3A

              	
                Form
      of Rule 144A Global Class A-3 Certificate

              
	
                EXHIBIT
      A-A3B

              	
                Form
      of Temporary Regulation S Global Class A-3 Certificate

              
	
                EXHIBIT
      A-A3C

              	
                Form
      of Form of Permanent Regulation S Global Class A-3
    Certificate

              
	
                EXHIBIT
      A-A4

              	
                Form
      of Class A-4 Certificate

              
	
                EXHIBIT
      A-A5A

              	
                Form
      of Rule 144A Global Class A-5 Certificate

              
	
                EXHIBIT
      A-A5B

              	
                Form
      of Temporary Regulation S Global Class A-5 Certificate

              
	
                EXHIBIT
      A-A5C

              	
                Form
      of Permanent Regulation S Global Class A-5 Certificate

              
	
                EXHIBIT
      A-AR

              	
                Form
      of Class A-R Certificate

              
	
                EXHIBIT
      B

              	
                Schedule
      of Mortgage Certificates

              
	
                EXHIBIT
      C

              	
                Relevant
      Servicing Criteria

              
	
                EXHIBIT
      D

              	
                Additional
      Form 10-D Disclosure

              
	
                EXHIBIT
      E

              	
                Additional
      Form 10-K Disclosure

              
	
                EXHIBIT
      F

              	
                Form
      8-K Disclosure Information

              
	
                EXHIBIT
      G

              	
                Form
      of Sarbanes-Oxley Certification

              
	
                EXHIBIT
      H

              	
                Form
      of Back-up Certification

              
	
                EXHIBIT
      I

              	
                Form
      of Additional Disclosure Notification

              
	
                EXHIBIT
      J-1

              	
                Form
      of Transferor’s Certificate for Transfers of the Rule 144A Global
      Certificates

              
	
                EXHIBIT
      J-2

              	
                Form
      of Transferee’s Certificate for Transfers of the Rule 144A Global
      Certificates (including ERISA Certification)

              
	
                EXHIBIT
      J-3

              	
                Form
      of Regulation S Transfer Certificate

              
	
                EXHIBIT
      J-4

              	
                Form
      of Rule 144A Transfer Certificate

              
	
                EXHIBIT
      J-5

              	
                Form
      of Clearing System Certificate

              
	
                EXHIBIT
      K

              	
                Form
      of ERISA Representation Letter

              
	
                EXHIBIT
      L

              	
                Form
      of Class A-R Investment Representation Letter

              
	
                EXHIBIT
      M

              	
                Form
      of Residual Transfer Affidavit

              
	
                EXHIBIT
      N

              	
                Available
      Combinations

              
	
                EXHIBIT
      O

              	
                Form
      of Request for Exchange of Exchangeable REMIC Certificates or Exchangeable
      Certificates

              


      

      


      


      



      
        
           


        

        
          -iii-

          
            

          

        

        
           


        

      


      This
Trust Agreement (“Trust Agreement” or
“Agreement”),
dated March 30, 2009, is by and between BANC OF AMERICA FUNDING CORPORATION, a
Delaware corporation (the “Depositor”), as
depositor, and WELLS FARGO BANK, N.A., a national banking association, not in
its individual capacity, but solely as trustee (the “Trustee”) under this
trust agreement.

       

      WITNESSETH
THAT:

       

      In
consideration of the mutual agreements herein contained, the Depositor and the
Trustee agree as follows:

       

      ARTICLE
I

       

      DEFINITIONS

       

      Section
1.01 Definitions.  Whenever
used in this Trust Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:

       

      10-K Filing
Deadline:  As defined in Section
3.10(c).

       

      Accrual
Period:  As to any Distribution Date and each Class of
Certificates (other than the Class A-R Certificate), 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.

       

      Additional Disclosure
Notification:  The form of notification to be included with any
Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K
Disclosure Information which is attached hereto as Exhibit
I.

       

      Additional Form 10-D
Disclosure:  As defined in Section
3.10(b).

       

      Additional Form 10-K
Disclosure:  As defined in Section
3.10(c).

       

      Affiliate:  With
respect to any specified Person, for purposes of this Trust Agreement only, any
other Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the person
specified.  For the purposes of this definition, “control” when used
with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities or other beneficial interest, by contract or
otherwise; and the terms “controlling” and “controlled” have the meanings
correlative to the foregoing.

       

      Assessment of
Compliance:  As defined in Section
3.09(a).

       

      Attestation
Report:  As defined in Section 3.09(b).

       

      Back-up
Certification:  As defined in Section
3.10(e).

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Beneficial
Owner:  With respect to any Book-Entry Certificate maintained
on the book entry records of the Depository, the Person who is the beneficial
owner of such Certificate as reflected on the books of the Depository or on the
books of a Person maintaining an account with such Depository (directly as a
Depository Participant or indirectly through a Depository Participant, in
accordance with the rules of such Depository).

       

      Book-Entry
Certificate:  The Class A-1, Class A-2, Class A-3, Class A-4
and Class A-5 Certificates, which will be on deposit with the Depository and
registered in the name of its nominee, Cede & Co.

       

      Business
Day:  Any day other than a Saturday, a Sunday or a day on which
the New York Stock Exchange or Federal Reserve is closed or on which banking
institutions in the State of New York or the city in which the Corporate Trust
Office is located are authorized or obligated by law or executive order to be
closed.

       

      Call Right
Holder:  A Certificateholder (other than Banc of America
Securities LLC or an affiliate of Banc of America Securities LLC) who, as of the
related Record Date, owns (directly or through Exchangeable Certificates) in the
aggregate Certificates evidencing greater than 50% of the aggregate Class
Balance of the outstanding P&I Certificates.

       

      Certificate:  Any
one of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 or Class A-R
Certificates executed by the Trustee in substantially the forms annexed
hereto.

       

      Certificate
Account:  The trust account established and maintained pursuant
to Section 3.01.  The
Certificate Account shall be deemed to consist of 2 sub-accounts, one for each
of the Exchangeable Certificates Grantor Trust Account and the REMIC Certificate
Sub-Account.  Funds deposited in the Certificate Account shall be held
in trust for the benefit of Certificateholders for the uses and purposes set
forth in Article
III.

       

      Certificate
Balance:  With respect to any P&I Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder (assuming in the case of an Exchangeable REMIC Certificate
that no exchanges have occurred and in the case of an Exchangeable Certificate
that all exchanges have occurred), such amount being equal to the product of the
Percentage Interest of such Certificate and the Class Balance of the Class of
Certificates of which such Certificate is a part or, in the case of a Class of
Exchangeable Certificates, the Maximum Class Balance of the Class of
Certificates of which such Certificate is a part.

       

      Certificateholder or
Holder:  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 Trust Agreement, any Certificate registered in the name
of the Depositor or any affiliate of the Depositor shall be deemed not to be
outstanding, unless 100% of the Percentage Interests of the related Class is
held by such Persons.

       

      Certificate
Register:  The register maintained pursuant to Section 4.02.

       

      Certification
Parties:  As defined in Section
3.10(e).

       


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      


      Certifying
Person:  As defined in Section
3.10(e).

       

      Class:  Any
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 or Class A-R
Certificates.

       

      Class A-1
Certificate:  Any of the Class A-1 Certificates issued pursuant
to this Agreement, in substantially the form attached hereto as Exhibit A-A1, which
represents a regular interest in REMIC 1 for purposes of the REMIC
Provisions.

       

      Class A1 Interest: A
regular interest in REMIC 1 for purposes of the REMIC Provisions.

       

      Class A-1 Loss
Amount:  With respect to any Distribution Date, the amount, if
any, by which the Class Balance of the Class A-1 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section 3.03(a) to
such Class, without regard to the operation of Section 3.03(b).

       

      Class A-2 Accretion
Termination Date:  The Distribution Date following the
Distribution Date on which the Class Balance of the Class A-1 Certificates has
been reduced to zero.

       

      Class A-2 Accrual
Distribution Amount:  For any Distribution Date and the Class
A-2 Certificates prior to the Class A-2 Accretion Termination Date, an amount
with respect to such Class equal to the Interest Accrual Amount allocated but
not currently distributable as interest to such Class pursuant to Section
3.02(b).

       

      Class A-2
Certificate:  Any of the Class A-2 Certificates issued pursuant
to this Agreement, in substantially the form attached hereto as Exhibit A-A2, which
represents a regular interest in REMIC 1 for purposes of the REMIC
Provisions.

       

      Class A2 Interest: A
regular interest in REMIC 1 for purposes of the REMIC Provisions.

       

      Class A-2 Loss Allocation
Amount:  With respect to any Distribution Date on or after the
Class Balance of the Class A-3 Certificates has been reduced to zero, the lesser
of (i) the Class Balance of the Class A-2 Certificates with
respect to such Distribution Date prior to any reduction for the Class A-2
Loss Allocation Amount and (ii)  the Class A-1 Loss Amount with
respect to such Distribution Date.

       

      Class A-2 Loss
Amount:  With respect to any Distribution Date, the amount, if
any, by which the Class Balance of the Class A-2 Certificates would be
reduced as a result of the allocation of any reduction pursuant to Section 3.03(a) to
such Class, without regard to the operation of Section 3.03(b).

       

      Class A-3 Accretion
Termination Date:  The Distribution Date following the
Distribution Date on which the aggregate Class Balance of the Class A-1 and
Class A-2 Certificates has been reduced to zero.

       


      
        
           


        

        
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      Class A-3 Accrual
Distribution Amount:  For any Distribution Date and the Class
A-3 Certificates prior to the Class A-3 Accretion Termination Date, an amount
with respect to such Class equal to the Interest Accrual Amount allocated but
not currently distributable as interest to such Class pursuant to Section
3.02(b).

       

      Class A-3
Certificate:  Any of the Class A-3 Certificates issued pursuant
to this Agreement, in substantially the form attached hereto as Exhibit A-A3A, Exhibit A-A3B or
Exhibit A-A3C,
which represents a regular interest in REMIC 1 for purposes of the REMIC
Provisions.

       

      Class A3 Interest: A
regular interest in REMIC 1 for purposes of the REMIC Provisions.

       

      Class A-3 Loss Allocation
Amount:  With respect to any Distribution Date, the lesser of
(i) the Class Balance of the Class A-3 Certificates with respect
to such Distribution Date prior to any reduction for the Class A-3 Loss
Allocation Amount and (ii) the sum of the Class A-1 Loss Amount and
the Class A-2 Loss Amount with respect to such Distribution Date.

       

      Class A-4
Certificate:  Any of the Class A-4 Certificates issued pursuant
to this Agreement, in substantially the form attached hereto as Exhibit A-A4, which
is an Exchangeable Certificate and represents an interest in a grantor trust for
United States federal income tax purposes.

       

      Class A-5
Certificate:  Any of the Class A-5 Certificates issued pursuant
to this Agreement, in substantially the form attached hereto as Exhibits A-A5A, A-A5B or A-A5C, which is an
Exchangeable Certificate and represents an interest in a grantor trust for
United States federal income tax purposes.

       

      Class A-R
Certificate:  The Class A-R Certificate issued pursuant to this
Agreement, in substantially the form attached hereto as Exhibit A-AR, which
represents ownership of the Class R1 Interest.

       

      Class
Balance:  As to any Distribution Date and any Class of
Certificates (other than the Exchangeable Certificates and the Class A-R
Certificate), an amount equal to (a) the Maximum Original Class Balance thereof
(plus, in the case of the Class A-2 and Class A-3 Certificates, any Class A-2
Accrual Distribution Amounts or Class A-3 Accrual Distribution Amounts, as
applicable, previously added thereto), minus the sum of (i) all amounts
previously distributed to such Class on account of principal pursuant to Section 3.02, (ii)
the aggregate amount of Realized Loss Shortfalls previously allocated to such
Class pursuant to Section 3.03(a) and
(iii) in the case of the Class A-2 and Class A-3 Certificates, the aggregate
amount previously allocated to such Class pursuant to Section 3.03(b) plus
(b) the sum of (i) all increases in Class Balance previously allocated thereto
pursuant to Section
3.03(a) and (ii) in the case of the Class A-2 and Class A-3 Certificates,
any increases allocated thereto pursuant to Section 3.03(b).  A
Class of Exchangeable Certificates and the Class A-R Certificate have no Class
Balance.

       


      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      


      


       

      Class R1
Interest:  The residual interest in REMIC 1 for purposes of the
REMIC Provisions.

       

      Clearing System
Certificate:  As defined in Section 4.02(d).

       

      Closing
Date:  March 30, 2009.

       

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

       

      Combination:  Any
Exchangeable Combination or Exchangeable REMIC Combination.

       

      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:  Client Manager BAFC 2009-R3, and for certificate transfer
purposes is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479, Attention: Corporate Trust Services BAFC 2009-R3, or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders and the Depositor.

       

      Commission:  The
U.S. Securities and Exchange Commission.

       

      Compliance
Statement:  As defined in Section
3.08.

       

      Corresponding
Certificates:  With respect to the Class A1 Interest, the Class
A-1 Certificates.  With respect to the Class A2 Interest, the Class
A-2 Certificates.  With respect to the Class A3 Interest, the Class
A-3 Certificates.

       

      Denomination:  The
amount, if any, specified on the face of each Certificate (other than the Class
A-R Certificate) of a Class representing the principal portion of the Maximum
Original Class Balance of such Class evidenced by such Certificate.

       

      Depositor:  Banc
of America Funding Corporation, a Delaware corporation, and its successor in
interest.

       

      Depository:  The
Depository Trust Company and any successor thereto appointed by the Depositor as
a Depository; provided that 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 and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended; and provided, further, that no
entity shall be a successor Depository unless the Notes held through such entity
or its nominees are treated for U.S. federal income tax purposes as being in
“registered form” within the meaning of Section 163(f) of the Code.

       


      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      


      


       

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

       

      Disqualified
Organization:  As defined in Section 4.02(i)
hereof.

       

      Distribution
Date:  The same day as each Mortgage Certificate Distribution
Date in each month, beginning in April 2009.

       

      Distribution
Statement:  As defined in Section 3.04
hereof.

       

      Eligible
Account:  Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of the Rating Agency at the time any amounts are held on
deposit therein; following a downgrade, withdrawal, or suspension of such
institution’s rating, each account should promptly (and in any case within not
more than 30 calendar days) be moved to a qualifying institution or to one or
more segregated trust accounts in the trust department of such institution, if
permitted, or (ii) a trust account or accounts maintained with the trust
department of a federal or state chartered depository institution or trust
company (including the Trustee), acting in its fiduciary capacity or (iii) any
other account acceptable to the Rating Agency.  Eligible Accounts may
include, if otherwise qualified under this definition, accounts maintained with
the Trustee.

       

      ERISA:  Employee
Retirement Income Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder.

       

      ERISA Restricted
Certificates:  The Class A-3, Class A-5 and Class A-R
Certificates and any Certificate that no longer meets the applicable rating
requirements of an Underwriter’s Exemption.

       

      Euroclear:  The
Euroclear System and any successor thereto.

       

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

       

      Exchange Date: The
40th day after the later of (i) commencement of the offering of the Certificates
and (ii) the Closing Date.

       

      Exchangeable
Certificates:  The Class A-4 and Class A-5
Certificates.

       

      Exchangeable Certificates
Grantor Trust:  The portion or
portions of the Trust exclusive of the Trust REMIC consisting of interests in
the Exchangeable REMIC Certificates beneficially owned in the form of the
Exchangeable Certificates and rights with respect thereto.

       

      Exchangeable Certificates
Grantor Trust Account:  The sub-account of the Certificate
Account designated by the Trustee pursuant to Section 3.07.

       


      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      


      Exchangeable
Combination:  Either of Exchangeable Combination 1 or
Exchangeable Combination 2, as applicable.

       

      Exchangeable Combination
1:  The Class A-4 Certificates.

       

      Exchangeable Combination
2:  The Class A-5 Certificates.

       

      Exchangeable REMIC
Certificates: The Class A-1, Class A-2 and Class A-3
Certificates.

       

      Exchangeable REMIC
Combination:  Either of Exchangeable REMIC Combination 1 or
Exchangeable REMIC Combination 2, as applicable.

       

      Exchangeable REMIC
Combination 1: The Class A-1 and Class A-2 Certificates.

       

      Exchangeable REMIC
Combination 2:  The Class A-2 and Class A-3
Certificates.

       

      Extraordinary Trust
Expenses:  Any taxes payable pursuant to Section 5.03,
any fees or expenses payable to a successor Trustee pursuant to Section 6.09 or
indemnity payments to which the Trustee is entitled pursuant to Section 6.05.

       

      FDIC:  The
Federal Deposit Insurance Corporation, or any successor thereto.

       

      Final Distribution
Date:  The applicable Distribution Date set forth in the notice
delivered by the Trustee of the final distribution on the related Certificates
pursuant to Section 7.01.

       

      Form 8-K Disclosure
Information:  As defined in Section
3.10(d)

       

      Holder:  See
“Certificateholder.”

       

      IDEA:  The
Commission’s Interactive Data Electronic Applications.

       

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

       

      Institutional Accredited
Investor:  Institutional investors that are “accredited
investors” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act.

       

      Interest Accrual
Amount:  As to any Distribution Date and each Class of
Certificates (other than any Class of Exchangeable Certificates and the Class
A-R Certificate), (i) an amount equal to interest accrued during the related
Accrual Period at the applicable Pass-Through Rate on the outstanding Class
Balance of such Class prior to giving effect to any

       


      
        
           


        

        
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      principal
distributions or the allocation of any Realized Loss Shortfall on such
Distribution Date, less (ii) the amount of Interest Reductions allocated to such
Class pursuant to Section 3.03(c) on
such Distribution Date less (iii) the amount of Extraordinary Trust Expenses
allocated to such Class pursuant to Section 3.03(d) on
such Distribution Date plus (iv) such Class’ pro rata share (based on any
unpaid Interest Accrual Amounts from prior Distribution Dates, or if no such
amounts remain unpaid, based on the Interest Accrual Amount calculated without
regard to this clause (iv)) of any Class Unpaid Interest Shortfall (as defined
in the Underlying Pooling Agreement) on the Mortgage Certificates paid on the
related Mortgage Certificate Distribution Date.

       

      Interest Distribution
Amount:  As to any Distribution Date, an amount equal to the
sum of: (i) all interest distributions received by the Trustee since the
preceding Distribution Date (or since the Closing Date, in the case of the first
Distribution Date) on the Mortgage Certificates as the Interest Distribution
Amount (as defined in the Underlying Pooling Agreement), (ii) the interest
portion of the Repurchase Price received by the Trustee in connection with any
repurchase of the Mortgage Certificates pursuant to Section 2.05(f),
and (iii) the interest portion of the Termination Price received by the Trustee
in connection with the purchase of the Mortgage Certificates pursuant to Section 7.01.

       

      Interest
Reductions:  As to the Mortgage Certificates, the sum of (i)
Non-Supported Interest Shortfalls (as defined in the Underlying Pooling
Agreement), (ii) the interest portions of Realized Losses (as defined in the
Underlying Pooling Agreement) and (iii) Relief Act Reductions (as defined in the
Underlying Pooling Agreement) that are expressly allocated to the Mortgage
Certificates pursuant to the Underlying Pooling Agreement.

       

      Maximum Class
Balance:  As to any date of determination and each Class of
Exchangeable Certificates, the portion of the Maximum Original Class Balance
that would be outstanding assuming each Certificate of the Related Classes has
been exchanged.

       

      Maximum Original Class
Balance:  As to each Class of Certificates, the amount set
forth below:

       

      
        	
                (i)  

              	
                the
      Class A-1 Certificates, $5,981,561;

              


      

      


      
        	
                (ii)  

              	
                the
      Class A-2 Certificates, $520,138;

              


      

       

      
        	
                (iii)  

              	
                the
      Class A-3 Certificates, $2,167,234;

              


      

       

      
        	
                (iv)  

              	
                the
      Class A-4 Certificates, $6,501,699;
and

              


      

       

      
        	
                (v)  

              	
                the
      Class A-5 Certificates, $2,687,372.

              


      

       

      The Class
A-R Certificate has no Maximum Original Class Balance.

       

      Mortgage Certificate
Balance:  With respect to the Mortgage Certificates and any
Distribution Date, the certificate balance of the Mortgage Certificates as of
the related Mortgage

       


      
        
           


        

        
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      Certificate
Distribution Date, before giving effect to distributions and any other principal
balance reductions on such Mortgage Certificate Distribution Date.

       

      Mortgage Certificate
Distribution Date:  With respect to the Mortgage Certificates,
the 20th day of each month or, if such day is not a business day, the next
business day, as described in the Underlying Pooling Agreement.

       

      Mortgage Certificate
Schedule:  The schedule attached as Exhibit B hereto,
such schedule setting forth as to the Mortgage Certificates their Mortgage
Certificate Balance as of the Mortgage Certificate Distribution Date in March
2009, after giving effect to principal distributions and other principal
reductions on such Mortgage Certificate Distribution Date.

       

      Mortgage
Certificates:  The 7.60% percentage interest of Banc of America
Mortgage Securities 2006-B Trust, Class 4-A-1 Certificates.

       

      Mortgage
Loans:  The mortgage loans underlying the Mortgage
Certificates, which are defined as the “Group 4 Mortgage Loans” in the
Underlying Pooling Agreement.

       

      Non Permitted Foreign
Holder:  As defined in Section 4.02(i).

       

      Offered
Certificates:  The Class A-1, Class A-2 and Class A-4
Certificates.

       

      Officer’s
Certificate:  With respect to any Person, a certificate signed
by the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like
responsibilities).

       

      Opinion of
Counsel:  A written opinion of counsel, who may be counsel for
the Depositor or the Trustee, except that any opinion of counsel relating to the
qualification of the Trust REMIC as a REMIC or compliance with the REMIC
Provisions must be an opinion of Independent counsel nationally recognized in
the tax aspects of asset securitization.

       

      Outstanding
Certificate: Any Outstanding Exchangeable Certificate or Outstanding
Exchangeable REMIC Certificate.

       

      Outstanding Exchangeable
Certificate: Any Exchangeable Certificate issued hereunder on the Closing
Date; provided, however, that upon the exchange of the Exchangeable Certificate
pursuant to Section 4.06 hereof, the Exchangeable Certificate so exchanged shall
be deemed no longer to be an Outstanding Exchangeable Certificate, and each
Exchangeable REMIC Certificate issued in exchange therefor shall be deemed to be
an Outstanding Exchangeable REMIC Certificate.

       

      Outstanding Exchangeable
REMIC Certificate: Any Exchangeable REMIC Certificate issued hereunder on
the Closing Date; provided, however, that upon the exchange of any Exchangeable
REMIC Certificate pursuant to Section 4.06 hereof, the Exchangeable REMIC
Certificate so exchanged shall be deemed no longer to be an Outstanding
Exchangeable REMIC

       


      
        
           


        

        
          -9-

          
            

          

        

        
           


        

      


      Certificate,
and the Exchangeable Certificate issued in exchange therefor shall be deemed to
be an Outstanding Exchangeable Certificate.

       

      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.

       

      P&I
Certificates:  The Class A-1, Class A-2, Class A-3, Class A-4
and Class A-5 Certificates.

       

      Pass-Through
Rate:  With respect to the Certificates (other than the Class
A-R Certificate), a per annum rate equal to the weighted average of the Net
Mortgage Interest Rates (as defined in the Underlying Pooling Agreement) of the
Mortgage Loans (based on the Stated Principal Balances (as defined in the
Underlying Pooling Agreement) of the Mortgage Loans on the due date in the month
preceding the month of such Distribution Date).  The Class A-R
Certificate has no Pass-Through Rate.  With respect to the REMIC 1
Regular Interests, the Pass-Through Rate of the Corresponding
Certificates.

       

      Percentage
Interest:  With respect to any Certificate (other than the
Class A-R Certificate), the percentage obtained by dividing the Denomination of
such Certificate on the Closing Date by the Maximum Original Class Balance of
the related Class of Certificates.  As to the Class A-R Certificate,
100%.  Notwithstanding the foregoing, for purposes of making actual
distributions of principal or interest, allocating losses or allocating voting
rights among the Outstanding Exchangeable REMIC Certificates or Outstanding
Exchangeable Certificate of a Class, the Percentage Interest refers to each
Outstanding Certificate’s proportionate share of such actual distributions
and/or losses or voting interests based on the proportion that such
Certificate’s Percentage Interest, as defined in the first sentence of this
definition bears to the aggregate Percentage Interest as defined in the first
sentence of this definition of all the Outstanding Exchangeable REMIC
Certificates or Outstanding Exchangeable Certificates of such
Class.

       

      Permitted
Transferee:  As defined in Section 4.02(i).

       

      Permanent Regulation S
Global Certificate:  As defined in Section
4.01.

       

      Person:  Any
individual, corporation, partnership, limited liability company, joint venture,
estate, trust, unincorporated association, or any federal, state, county or
municipal government or any political subdivision thereof.

       

      Physical
Certificates:  The Class A-R Certificate.

       

      Plan:  As
defined in Section 4.02(e).

       

      Principal Distribution
Amount:  As to any Distribution Date, an amount equal to the
sum of (i) all amounts received by the Trustee with respect to the Mortgage
Certificates since the preceding Distribution Date (or since the Closing Date,
in the case of the first Distribution Date) as principal on the Mortgage
Certificates, (ii) the principal portion of the Repurchase Price

       


      
        
           


        

        
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      received
by the Trustee in connection with any repurchase of the Mortgage Certificates
pursuant to Section 2.05(f),
and (iii) the principal portion of the Termination Price received by the Trustee
in connection with the purchase of the Mortgage Certificates pursuant to Section 7.01.

       

      Private
Certificates:  The Class A-3, Class A-5 and Class A-R
Certificates.

       

      Prohibited
Transaction:  Has the meaning assigned to it in Section 860F of
the Code.

       

      Prospectus
Supplement:  The Depositor’s prospectus supplement, dated March
30, 2009, pursuant to which the Offered Certificates are being
offered.

       

      Qualified Institutional
Buyer:  The meaning given by Rule 144A.

       

      Rating
Agency:  Fitch Ratings, or its successor in
interest.

       

      Realized Loss
Shortfall:  With respect to any Distribution Date, any amount
by which the aggregate Class Balance of the P&I Certificates, as determined
after taking into account distributions on the Certificates pursuant to Section 3.02,
exceeds the Mortgage Certificate Balance of the Mortgage Certificates, after
giving effect to any principal distributions and any other principal reductions
on the related Mortgage Certificate Distribution Date.

       

      Record
Date:  With respect to each Distribution Date, the last day of
the month (or, if such day is not a Business Day, the preceding Business Day)
preceding the month in which such Distribution Date occurs.

       

      Recovery:  With
respect to any Distribution Date, any amount by which the Mortgage Certificate
Balance of the Mortgage Certificates, after giving effect to any principal
distributions and any other principal reductions on the related Mortgage
Certificate Distribution Date, exceeds the aggregate Class Balance of the
P&I Certificates after taking into account distributions on the P&I
Certificates pursuant to Section
3.02.

       

      Registrar:  Initially
the Trustee, in its capacity as Registrar, or any successor to the Trustee in
such capacity.

       

      Regulation
AB:  Subpart 229.1100 – Asset Backed Securities (Regulation
AB), 17 C.F.R. §§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 Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.

       

      Regulation S Transfer
Certificate:  As defined in Section
4.02(c).

       

      Related:  As
to the Class A-1 and Class A-2 Certificates, the Class A-4
Certificates.  As to the Class A-2 and Class A-3 Certificates, the
Class A-5 Certificates.

       


      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      


      


       

      Relevant Servicing
Criteria:  The Servicing Criteria applicable to the various
parties, as set forth on Exhibit C
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, the term
“Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing
Criteria applicable to such party.

       

      REMIC:  A
“real estate mortgage investment conduit” as defined in Section 860D of the
Code.

       

      REMIC
1:  As defined in Section
2.03.

       

      REMIC 1 Regular
Interests:  The Class A1, Class A2 and Class A3 Interests, as
designated in Section 2.03.

       

      REMIC Certificate
Sub-Account:  The sub-account of the Certificate Account
designated by the Trustee pursuant to Section
3.01(c).

       

      REMIC Distribution
Amount:  As of any Distribution Date, the amount received, or
deemed received, by the Trustee in respect of the Mortgage
Certificates.

       

      REMIC
Provisions:  Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter I of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing may be in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.

       

      REMIC
Returns:  As defined in Section 5.01.

       

      Reportable
Event:  As defined in Section 3.10(d).

       

      Reporting
Servicer:  As defined in Section
3.10(c)(i).

       

      Repurchase
Price:  With respect to Mortgage Certificates repurchased
pursuant to Section
2.05(f), the sum of (i) the Mortgage Certificate Balance of the Mortgage
Certificates as of the next Distribution Date, (ii) one month’s interest on the
Mortgage Certificate Balance of the Mortgage Certificates at the pass-through
rate for the Mortgage Certificates and (iii) any Extraordinary Trust Expenses as
of such date of repurchase.

       

      Residual Transfer
Affidavit:  As defined in Section 4.02(h)(2).

       

      Responsible
Officer:  With respect to the Trustee, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, 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, in each case having direct responsibility for the
administration of this Agreement.

       

      Rule
144A:  Rule 144A promulgated under the Securities
Act.

       


      
        
           


        

        
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      Rule 144A Global
Certificate:  As defined in Section
4.01.

       

      Rule 144A Transfer
Certificate:  As defined in Section
4.02(d).

       

      Sarbanes-Oxley
Certification:  As defined in Section 3.10(c).

       

      Securities
Act:  The Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

       

      Seller:  Banc
of America Securities LLC.

       

      Servicing
Criteria:  The criteria set forth in paragraph (d) of Item 1122
of Regulation AB, as such may be amended from time to time.

       

      Servicing Function
Participant: Any third party vendor or subcontractor that is
participating in the servicing function within the meaning of Item 1122 of
Regulation AB.

       

      Startup
Day:  As defined in Section
2.03(c).

       

      Temporary Regulation S
Global Certificate:  As defined in Section 4.01
hereof.

       

      Termination
Price:  As defined in Section 7.01
hereof.

       

      Transfer:  Any
direct or indirect transfer, sale, pledge, hypothecation or other form of
assignment of any Ownership Interest in a Certificate.

       

      Transferee:  Any
Person who is acquiring by Transfer any Ownership Interest in a
Certificate.

       

      Trust:  The
trust created by this Agreement.

       

      Trust
Fund:  The corpus of the Trust consisting of (i) the Mortgage
Certificates, (ii) all distributions on the Mortgage Certificates payable after
the Closing Date, (iii) amounts held from time to time by the Trustee in the
Certificate Account, and (iv) the Exchangeable Certificates Grantor Trust
Account.

       

      Trust
REMIC:  REMIC 1.

       

      Trustee:  Wells
Fargo Bank, N.A., a national banking association, in its capacity as trustee and
its successor in interest, and any successor trustee appointed as herein
provided.

       

      Trustee
Fee:  Initially, a one-time fee paid to the Trustee by the
Depositor as compensation for services provided under this Trust
Agreement.  Thereafter, if any successor Trustee is appointed as
provided in this Trust Agreement, the monthly fee to be negotiated between the
Depositor and such successor Trustee pursuant to Section 6.09.

       

      Uncertificated Accrued
Interest:  With respect to the REMIC 1 Regular Interests on
each Distribution Date, an amount equal to one month’s interest at the
applicable Pass-

       


      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      


      Through
Rate on the Uncertificated Balance of such interest.  In the case of
the REMIC 1 Regular Interests, Uncertificated Accrued Interest on each
Distribution Date will be reduced by the Interest Reductions and Extraordinary
Trust Expenses allocated to the Corresponding Certificates.

       

      Uncertificated
Balance:  The amount of any REMIC 1 Regular Interest
outstanding as of any date of determination.  On each Distribution
Date, the Uncertificated Balance of each such REMIC 1 Regular Interest, shall be
reduced by all distributions of principal made on such REMIC 1 Regular Interest
on such Distribution Date pursuant to Section 2.03 and, if
and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Loss Shortfalls as provided in Section 2.03, and if
and to the extent necessary and appropriate, the Class A2 Interest shall be
increased by the Class A-2 Accrual Distribution Amount and the Class A3 Interest
shall be increased by the Class A-3 Accrual Distribution Amount and, if and to
the extent necessary and appropriate, shall be increased on such Distribution
Date by increases allocated to the Corresponding Certificates as provided in
Section 2.03.  The
Uncertificated Balance of each REMIC 1 Regular Interest shall never be less than
zero.

       

      Underlying
Custodian:  Wells Fargo Bank, N.A.

       

      Underlying
Depositor:  Banc of America Mortgage Securities,
Inc.

       

      Underlying Distribution Date
Statements: With respect to the Mortgage Certificates and each Mortgage
Certificate Distribution Date, the reports provided to the Trustee as holder of
the Mortgage Certificates by the Underlying Trustee.

       

      Underlying Pooling
Agreement:  The pooling and servicing agreement, dated October
30, 2006, by and among Banc of America Mortgage Securities, Inc., Bank of
America, National Association, and Wells Fargo Bank, N.A., pursuant to which the
Mortgage Certificates were issued.

       

      Underlying
Servicer:  Bank of America, National Association.

       

      Underlying
Transaction:  Banc of America Mortgage Securities 2006-B
Trust.

       

      Underlying
Trustee:  Wells Fargo Bank, N.A.

       

      Underwriter:  Banc
of America Securities LLC.

       

      Underwriter’s
Exemption:  An exemption listed in, and as amended by,
Prohibited Transaction Exemption 2007-05, 72 Fed. Reg. 13130 (March 20, 2007)
and any successor exemption or any substantially similar exemption granted by
the U.S. Department of Labor.

       

      WHFIT: A “Widely Held
Fixed Investment Trust” as that term is defined in Treasury Regulations §
1.671-5(b)(22) or successor provisions.

       

      WHFIT Regulations:
Treasury Regulations § 1.671-5, as amended.

       


      
        
           


        

        
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      WHMT:  A
“Widely Held Mortgage Trust” as that term is defined in Treasury Regulations §
1.671-5(b)(23) or successor provisions.

       

      Section
1.02 Interest
Calculation.

       

      Interest
in respect of the Certificates and other interest calculations shall be
calculated on the basis of a 360-day year consisting of twelve 30-day
months.

       

      ARTICLE
II


       

      CONVEYANCE
OF THE MORTGAGE CERTIFICATES AND THE ORIGINAL 

      ISSUANCE
OF CERTIFICATES

       

      Section
2.01 Conveyance of the Mortgage
Certificates.

       

      The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, convey, sell and assign to the Trustee, in trust on behalf of the
Holders of the Certificates, without recourse, all the right, title and interest
of the Depositor in and to the Mortgage Certificates, including all
distributions thereon payable after the Closing Date.  In connection
with such assignment, the Depositor shall cause the records of the Depository to
reflect that the Trustee is the beneficial owner of the Mortgage Certificates as
of the Closing Date.

       

      The
assignment of the Mortgage Certificates accomplished hereby is absolute and is
intended as a sale.  The Depositor hereby pledges and grants to the
Trustee for the benefit of the Certificateholders a security interest in the
Depositor’s interest in the Trust Fund to secure payment (in the event of
recharacterization notwithstanding the parties’ intent) and performance by the
Depositor of its obligations hereunder.  The Depositor shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
Mortgage Certificates, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement.  The Trustee agrees to
execute any documents prepared by the Depositor in order for the Depositor to
effect such security interest.

       

      The
Depositor hereby directs the Trustee to execute on behalf of the Trust Fund any
letters of representation and related riders required by the Depository with
respect to the Book-Entry Certificates.

       

      The duty
of the Trustee to accept the Mortgage Certificates and issue the Certificates is
subject to the following conditions precedent:

       

      (a) the
Trustee shall have received the following documents in form and substance
satisfactory to it:

       

      (i) an
Officer’s Certificate of the Depositor certifying as to (A) the persons
authorized to execute and deliver this Agreement and any other documents to
be

       


      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      


      executed
and delivered by it hereunder, (B) its authorizing resolutions applicable to the
transactions contemplated hereby and (C) its certificate of incorporation and by
laws;

       

      (ii) favorable
opinions of Hunton & Williams LLP, counsel to the Depositor, for the benefit
of the Trustee, the Depositor and the Underwriter, substantially in the forms
heretofore agreed;

       

      (iii) a
favorable opinion of counsel to the Trustee, for the benefit of the Trustee, the
Depositor and the Underwriter, substantially in the form heretofore
agreed;

       

      (iv) instructions
from the Depositor as to the authentication, registration and delivery of the
Certificates; and

       

      (v) evidence
that the Offered Certificates have received the ratings set forth in the
Prospectus Supplement by the Rating Agency.

       

      (b) the
Trustee shall have received such other approvals, opinions or documents as it
may reasonably request.

       

      Section
2.02 Issuance of
Certificates.

       

      The
Trustee acknowledges the transfer and delivery to it of the Mortgage
Certificates in the manner described in Section 2.01
hereof, and concurrently with such delivery has caused to be duly executed,
authenticated and delivered to or upon the order of the Depositor, in exchange
for the Mortgage Certificates together with all other assets included in the
definition of “Trust Fund,” receipt of which is hereby acknowledged,
Certificates in authorized denominations evidencing ownership of the entire
Trust Fund.

       

      In
connection with the issuance of the Certificates, the Trustee shall deliver to
the Depositor the following documents:

       

      (a) a
certificate of a Responsible Officer of the Trustee certifying as
to:

       

      (i) the
Responsible Officers authorized to execute, authenticate and deliver the
Certificates and to execute and deliver this Agreement and any other documents
to be executed and delivered by it hereunder;

       

      (ii) its
authorizing resolutions applicable to the transactions contemplated hereby;
and

       

      (iii) its
charter and by laws; and

       

      (b) such
other approvals, opinions or documents as the Depositor may
request.

       

      Section
2.03 REMIC Designations and
Related Matters.

       

      (a)           REMIC 1.

       


      
        
           


        

        
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      (i)           The
Trustee will make an election to treat the segregated pool of assets consisting
of the Mortgage Certificates and such amounts as shall be deemed held in the
REMIC Certificate Sub-Account as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC 1.”  The
Class R1 Interest will represent the sole class of “residual interests” in REMIC
1 for purposes of the REMIC Provisions.  REMIC 1 will issue three
regular interests for purposes of the REMIC Provisions, designated as the Class
A1 Interest, Class A2 Interest and Class A3 Interest, each with an initial
Uncertificated Balance equal to the Maximum Original Class Balance of the
Corresponding Certificates and with a pass-through rate equal to the
Pass-Through Rate of the Corresponding Certificates.

       

      (ii)           On
each Distribution Date, the Trustee will be deemed to distribute the interest
portion of the REMIC Distribution Amount to pay Uncertificated Accrued Interest
on the Class A1 Interest, Class A2 Interest and Class A3 Interest, plus any such
amounts remaining unpaid from prior Distribution Dates, which amount shall equal
the Interest Accrual Amount of the Corresponding Certificates in each case to
the extent actually distributed thereon.  On each Distribution Date,
the Trustee will be deemed to distribute the principal portion of the REMIC
Distribution Amount to reduce the Uncertificated Balance of the Class A1
Interest, Class A2 Interest and Class A3 Interest until the Uncertificated
Balances equal the Class Balances of the Corresponding Certificates and will
increase the Uncertificated Balance of the Class A2 Interest to the extent of
any Class A-2 Accrual Distribution Amount and the Class A3 Interest to the
extent of any Class A-3 Accrual Distribution Amount.  Realized Loss
Shortfalls will be allocated to the Class A1 Interest, Class A2 Interest and
Class A3 Interest in reduction of their respective Uncertificated Balances at
the same time and in the same manner as such Realized Loss Shortfalls are
allocated to the Corresponding Certificates.  Increases in the Class
Balances of the Corresponding Certificates pursuant to Section 3.03(a)
and 3.03(b)
will be allocated to the Class A1 Interest, Class A2 Interest and Class A3
Interest at the same time and in the same manner as such increases are allocated
to the Corresponding Certificates.  Any remaining REMIC Distribution
Amount will be distributed to the Class A-R Certificate (in respect of the Class
R1 Interest).

       

      (b)           Notwithstanding
anything to the contrary contained herein, the above distributions in Section 2.03(a)
(other than on the Certificates) are deemed distributions, and distributions of
funds from the Certificate Account shall be made only in accordance with Section 3.02
hereof.

       

      (c)  The
Closing Date is hereby designated as the “startup day” of the Trust REMIC (the
“Startup Day”)
within the meaning of Section 860G(a)(9) of the Code.

       

      (d)  If
a “tax matters person” is required to be designated with respect to the Trust
REMIC, the Holder of the Class A-R Certificate, by acceptance of such
Certificate, shall be deemed to agree to act as “tax matters person” for the
Trust REMIC and to perform the functions of “tax matters partner” for purposes
of Subchapter C of Chapter 63 of Subtitle F of the Code and shall be deemed to
have agreed to the irrevocable designation of the Trustee as its agent in
performing the functions of “tax matters person” and “tax matters
partner.”

       


      
        
           


        

        
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      (e)  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
REMIC 1 is the day three years following the Distribution Date in November
2036.

       

      (f)  The
Exchangeable Certificates Grantor Trust Account is not an asset of the Trust
REMIC.

       

      (g)  All
provisions of this Agreement shall be construed so as to effectuate the intent
of the parties hereto that the Trust REMIC be treated as a REMIC at all times
and neither the Trust nor any party hereto shall enter into or knowingly cause
(directly or indirectly) a Prohibited Transaction or a contribution after the
Startup Day (within the meaning of Section 860G of the Code) to occur so long as
any of the Certificates are outstanding or cause the Trust REMIC to fail to
qualify as a REMIC during any taxable year.

       

      Section
2.04 Execution and Delivery of
Certificates.

       

      The
Trustee acknowledges that it has executed and delivered to or upon the order of
the Depositor, in exchange for the Mortgage Certificates together with all other
assets included in the definition of “Trust Fund,” receipt of which is hereby
acknowledged, Certificates in authorized denominations which evidence ownership
of the entire Trust Fund.

       

      Section
2.05 Representations and
Warranties of the Depositor.

       

      The
Depositor represents and warrants to the Trustee for the benefit of the
Certificateholders as follows:

       

      (a) The
Depositor has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the State of Delaware with corporate power and
authority to own its properties and conduct its business and to perform its
obligations under this Trust Agreement.

       

      (b) This
Trust Agreement has been duly authorized, executed and delivered by the
Depositor and, assuming the valid execution thereof by the Trustee, this Trust
Agreement will constitute a valid and binding agreement of the Depositor
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or affecting
the enforcement of creditors’ rights and by general equity
principles.

       

      (c) Neither
the issuance or delivery of the Certificates, nor the consummation of any other
of the transactions contemplated herein, nor compliance with the provisions of
this Trust Agreement, will conflict with or result in the breach of any material
term or provision of the charter or by laws of the Depositor, and the Depositor
is not in breach or violation of or in default (nor, to the best of the
Depositor’s knowledge, has an event occurred which with notice or lapse of time
or both would constitute a default) under the terms of (i) any agreement to
which the Depositor is a party or by which it or its properties are bound, or
(ii) any law, decree, order, rule or regulation applicable to the Depositor of
any court or supervisory, regulatory, administrative or governmental agency,
body or authority, or arbitrator having jurisdiction over its properties, the
default in or the breach or violation of which would have a material
adverse

       


      
        
           


        

        
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      effect on
the Depositor or the ability of the Depositor to perform its obligations under
this Trust Agreement.

       

      (d) No filing
or registration with, notice to, or consent, approval, authorization or order or
other action of any court or governmental authority or agency is required for
the consummation by the Depositor of the transactions contemplated by this Trust
Agreement, except such as have been obtained.

       

      (e) Upon
execution and delivery by the Trustee of this Trust Agreement and delivery to
the Depositor of the Certificates, the Trust will acquire the Mortgage
Certificates free of any lien, mortgage, pledge, charge, encumbrance, adverse
claim or other security interest.

       

      (f) It is
understood and agreed that the representations and warranties set forth in this
Section 2.05
shall survive delivery of the Mortgage Certificates to the
Trustee.  Upon discovery by the Depositor or the Trustee of a breach
of any of the foregoing representations and warranties, which breach materially
and adversely affects the interests of the Certificateholders in the Mortgage
Certificates (referred to herein as a “breach”), the party discovering such
breach shall give prompt written notice to the other party.  Within 90
days of its discovery or its receipt of notice of a breach of the representation
and warranty set forth in subclause (e) above, the Depositor shall cure such
breach in all material respects or repurchase the Mortgage Certificates from the
Trustee at the Repurchase Price.  The Repurchase Price shall be
deposited by the Trustee in the Certificate Account.

       

      Within 90
days of its discovery or its receipt of notice of breach or the discovery that
the Mortgage Certificates do not constitute a “qualified mortgage” within the
meaning of Section 860G(a)(3) of the Code, the Depositor shall use its best
efforts to cure such breach or shall repurchase the Mortgage Certificates from
the Trustee at the Repurchase Price.  The Repurchase Price shall be
deposited by the Trustee in the Certificate Account.

       

      ARTICLE
III


       

      ADMINISTRATION
OF THE MORTGAGE CERTIFICATES

       

      Section
3.01 Collection of Distributions
on the Mortgage Certificates; Certificate Account.

       

      (a) The
Trustee shall establish and maintain with itself a trust account (the “Certificate Account”)
entitled “Banc of America Funding 2009-R3 Trust Mortgage Certificate-Backed
Certificates, Series 2009-R3 Certificate Account,” which shall be an Eligible
Account, in which the Trustee shall, subject to the terms of this paragraph and
to Section 6.05,
deposit each distribution received by the Trustee with respect to the Mortgage
Certificates no later than the close of business on the day of
receipt.  On each Distribution Date, before making the distributions
referred to in Section 3.02
below, the Trustee shall withdraw from the Certificate Account the amount of any
Extraordinary Trust Expenses with respect to such Distribution Date and
distribute such amount to the appropriate parties.  The Trustee shall
use all reasonable efforts to collect all distributions due with respect to the
Mortgage Certificates and, consistent with such

       


      
        
           


        

        
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      efforts,
follow the procedures described in the following sentence.  If the
Trustee shall not have received a distribution with respect to the Mortgage
Certificates by the first Business Day after the date on which such distribution
was due and payable pursuant to the terms of the Mortgage Certificates, the
Trustee shall notify the Certificateholders, request such payment as promptly as
possible in accordance with law and shall, subject to the second to last
sentence of this paragraph, take such legal action as directed by the Holders of
Certificates entitled to at least 51% of the aggregate voting rights of all
Certificates.  The reasonable legal fees and expenses incurred by the
Trustee in connection with the prosecution of any such legal action shall be
reimbursable to the Trustee out of the proceeds of any such action and shall be
retained by the Trustee prior to the deposit of any remaining proceeds in the
Certificate Account pending distribution thereof to the Certificateholders in
accordance with Section 3.02
hereof.  In the event that the Trustee has reason to believe that the
proceeds of any such legal action may be insufficient to reimburse it for its
projected legal fees and expenses, the Trustee shall notify the
Certificateholders that it is not obligated to pursue any such available
remedies unless adequate indemnity for its legal fees and expenses is provided
by the Certificateholders.  In the event any such indemnity is
provided to the Trustee, the Trustee shall take such action as shall be directed
by the Holders of Certificates entitled to at least 51% of the aggregate voting
rights of all Certificates.

       

      In the event that all or a portion of a
Combination of Classes of Exchangeable REMIC Certificates is exchanged for a
proportionate portion of the Related Class of Exchangeable Certificates, the
Exchangeable Certificates will be entitled to a proportionate share of the
voting rights allocated to the Related Classes of Exchangeable REMIC
Certificates.

       

      (b) Amounts
on deposit in the Certificate Account shall remain uninvested.

       

      (c) The
Trustee hereby designates the REMIC Certificate Sub-Account (in addition to the
Exchangeable Certificates Grantor Trust Account designated pursuant to Section 3.07(a)) 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 Fund by the Call Right
Holder), the Trustee shall, from funds available on deposit in the Certificate
Account, be deemed to deposit into the REMIC Certificate Sub-Account, all funds
on deposit in respect of the Mortgage Certificates.

       

      Section
3.02 Distributions.

       

      (a) Upon
receipt of the Underlying Distribution Date Statements with respect to each
Mortgage Certificate Distribution Date, the Trustee shall promptly calculate the
amount of distributions set forth below in subsections (b) and
(c) of this
Section 3.02 and
shall make such distributions to the Certificateholders of record of each Class
of Certificates on the related Record Date in the priorities set forth
below.  Distributions to Certificateholders will be made by wire
transfer in immediately available funds if a Certificateholder has provided to
the Trustee wire instructions at least five Business Days prior to the
applicable Distribution Date or by check mailed to the address of that
Certificateholder as it appears on the books of the Registrar if that
Certificateholder has not provided wire instructions; provided that the
final distribution in respect of any Certificate will be made only upon
presentation and surrender of such Certificate at the

       


      
        
           


        

        
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      Corporate
Trust Office of the Trustee.  Notwithstanding any other provision of
this Agreement, the Trustee shall comply with all federal withholding
requirements with respect to payments to Certificateholders of interest or
original issue discount that the Trustee reasonably believes are applicable
under the Code.  The consent of the Certificateholders shall not be
required for any such withholding.  In the event the Trustee withholds
any amount from interest or original issue discount payments or advances thereof
to any Certificateholder pursuant to federal withholding requirements, the
Trustee shall indicate the amount withheld to such
Certificateholder.

       

      (b) On each
Distribution Date, the Trustee shall withdraw the Interest Distribution Amount
from the Certificate Account and distribute it concurrently, to the P&I
Certificates, pro rata,
in an amount equal to their respective Interest Accrual Amounts, and any
shortfall being allocated among such Classes in proportion to the amount of the
Interest Accrual Amounts that would have been distributed in the absence of such
shortfall; provided, however, that until
the Class A-2 Accretion Termination Date, amounts that would have been
distributed pursuant to this clause to the Class A-2 Certificates will instead
be distributed sequentially in reduction of the Class Balances of the Class A-1
and Class A-2 Certificates, in that order, as specified in Section 3.02(c);
provided, further, that until
the Class A-3 Accretion Termination Date, amounts that would have been
distributed pursuant to this clause to the Class A-3 Certificates will instead
be distributed sequentially to the Class A-1, Class A-2 and Class A-3
Certificates, in that order, in reduction of their respective Class Balances as
specified in Section 3.02(c)

       

      (c) With
respect to the Certificates:

       

      (1) On each
Distribution Date prior to the Class A-2 Accretion Termination Date, the Class
A-2 Accrual Distribution Amount will be allocated sequentially to the Class A-1
and Class A-2 Certificates, in that order, until their Class Balances have been
reduced to zero.

       

      (2) On each
Distribution Date prior to the Class A-3 Accretion Termination Date, the Class
A-3 Accrual Distribution Amount will be allocated, sequentially, to the Class
A-1, Class A-2 and Class A-3 Certificates, in that order, until their Class
Balances have been reduced to zero.

       

      (3) On each
Distribution Date, the Trustee shall withdraw the Principal Distribution Amount
from the Certificate Account and shall distribute it, sequentially, to the Class
A-1, Class A-2 and Class A-3 Certificates, in that order, until their Class
Balances have been reduced to zero.

       

      (d) On each
Distribution Date, any amounts on deposit in the Certificate Account and
remaining (or deemed to be remaining) in the REMIC Certificate Sub-Account after
the distributions in Section 3.02(b) and
(c) shall be
distributed to the Class A-R Certificate (in respect of the Class R1
Interest).

       

      (e) Amounts
allocated to a Class of Exchangeable REMIC Certificates will be made assuming no
exchanges have ever occurred.  Outstanding Exchangeable Certificates
shall

       


      
        
           


        

        
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      be
entitled to receive their proportionate share of distributions in respect of
interest and/or principal and other amounts allocated to the Classes of
Exchangeable REMIC Certificates in the Related Exchangeable Combination pursuant
to Section
3.02(b) and (c), Section 3.03 and
Section
7.01.

       

      (f) Distributions
of interest and principal, as applicable, to each Holder of a Certificate of a
Class will be made, to the extent described above, on each Distribution Date in
an amount equal to each such Holder’s Percentage Interest multiplied by the
amount to be distributed in respect of such Class of Certificates.

       

      Section
3.03 Allocation of
Losses.

       

      (a) Subject
to Section
3.03(b), on each Distribution Date, (i) Realized Loss Shortfalls for the
P&I Certificates (other than the Exchangeable Certificates) will be applied,
pro rata, in reduction
of the Class Balances thereof and (ii) the Class Balances of the P&I
Certificates will be increased, pro rata, by the amount of
any Recoveries for the Mortgage Certificates.

       

      (b) (i)  On any Distribution Date
on which the Class A-3 Loss Allocation Amount is greater than zero, the Class
Balance of the Class A-3 Certificates will be reduced by the Class A-3 Loss
Allocation Amount and, notwithstanding Section 3.03(a), the
Class Balances of the Class A-1 and Class A-2 Certificates will not be reduced
by the Class A-3 Loss Allocation Amount.  Notwithstanding the
foregoing and subject to Section 3.03(b)(ii)
below, on any Distribution Date on which the Class A-1 Loss Amount or the Class
A-2 Loss Amount exceeds the Class Balance of the Class A-3 Certificates prior to
any reduction for the Class A-3 Loss Allocation Amount, such excess will be
allocated, pro rata, in
reduction of the Class Balances of the Class A-1 or Class A-2
Certificates.  Any increase in Class Balance allocated to the
Class A-1 and Class A-2 Certificates pursuant to Section 3.03(a) will
instead increase the Class Balance of the Class A-3 Certificates.

       

      (ii)   On
any Distribution Date on which the Class A-2 Loss Allocation Amount is greater
than zero, the Class Balance of the Class A-2 Certificates will be reduced by
the Class A-2 Loss Allocation Amount and, notwithstanding Section 3.03(a),
the Class Balance of the Class A-1 Certificates will not be reduced by the Class
A-2 Loss Allocation Amount.  Notwithstanding the foregoing, on any
Distribution Date on which the Class A-1 Loss Amount exceeds the Class Balance
of the Class A-2 Certificates prior to any reduction for the Class A-2 Loss
Allocation Amount, such excess will be allocated in reduction of the Class
Balance of the Class A-1 Certificates.  After the Class Balance of the
Class A-3 Certificates has been reduced to zero, any increase in the Class
Balance allocated to the Class A-1 Certificates pursuant to Section 3.03(a)
will instead increase the Class Balance of the Class A-2
Certificates.

       

      (c) On each
Distribution Date, Interest Reductions with respect to the Mortgage Certificates
will be applied to reduce the Interest Accrual Amounts for each of the Class
A-1, Class A-2 and Class A-3 Certificates, pro rata, provided, however,
(i) any such Interest

       


      
        
           


        

        
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      Reductions
allocated to the Class A-1 or Class A-2 Certificates will instead be allocated
to reduce the Interest Accrual Amount of the Class A-3 Certificates until such
Interest Accrual Amount is reduced to zero and (ii) after the Interest Accrual
Amount for the Class A-3 Certificates has been reduced to zero or after the
Class A-3 Certificates are no longer outstanding, any such Interest Reductions
allocated to the Class A-1 Certificates will instead be allocated to the reduce
the Interest Accrual Amount of the Class A-2 Certificates until such Interest
Accrual Amount is reduced to zero.

       

      (d) On each
Distribution Date, Extraordinary Trust Expenses will be applied to reduce the
Interest Accrual Amounts for each of the Class A-1, Class A-2 and Class A-3
Certificates, pro rata,
provided, however, (i) any such Extraordinary Trust Expenses allocated to the
Class A-1 or Class A-2 Certificates will instead be allocated to reduce the
Interest Accrual Amount of the Class A-3 Certificates until such Interest
Accrual Amount is reduced to zero, and (ii) after the Interest Accrual Amount
for the Class A-3 Certificates has been reduced to zero or after the Class A-3
Certificates are no longer outstanding, any such Extraordinary Trust Expenses
allocated to the Class A-1 Certificates will instead be allocated to the reduce
the Interest Accrual Amount of the Class A-2 Certificates until such Interest
Accrual Amount is reduced to zero.

       

      Section
3.04 Statements to
Certificateholders.

       

      On each
Distribution Date, the Trustee shall prepare and make available to each
Certificateholder and the Rating Agency on its website at “http://www.ctslink.com”
or such other site as may be designated by the Trustee, a statement (the “Distribution
Statement”) stating:

       

      (1) the
amount of interest distributed on each Class of P&I Certificates for such
Distribution Date;

       

      (2) the
amount of principal distributed on each Class of P&I Certificates for such
Distribution Date;

       

      (3) the
Interest Distribution Amount for such Distribution Date;

       

      (4) the
Principal Distribution Amount for such Distribution Date;

       

      (5) the
Interest Accrual Amount for each Class of Certificates (other than the Class A-R
Certificate) distributable on such Distribution Date (assuming in the case of a
Class of Exchangeable REMIC Certificates no exchanges have occurred and in the
case of a Class of Exchangeable Certificates that all exchanges have occurred),
the Class A-2 Accrual Distribution Amount and the Class A-3 Accrual Distribution
Amount;

       

      (6) the
outstanding Class Balance of each Class of Certificates after giving effect to
the distribution of principal and any allocation of Realized Loss Shortfalls
made on such Distribution Date (assuming in the case of a Class of Exchangeable
REMIC Certificates no exchanges have occurred and

       


      
        
           


        

        
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      in the
case of a Class of Exchangeable Certificates that all exchanges have
occurred);

       

      (7) the
Mortgage Certificate Balance as of such Mortgage Certificate Distribution Date
after giving effect to the distribution of principal made on the Mortgage
Certificates and any allocation of any principal losses thereto in respect of
such Mortgage Certificate Distribution Date;

       

      (8) the
amount of any Realized Loss Shortfalls allocated as of such Distribution Date
(assuming in the case of a Class of Exchangeable REMIC Certificates no exchanges
have occurred and in the case of a Class of Exchangeable Certificates that all
exchanges have occurred);

       

      (9) the
amount of any Interest Reductions allocated as of such Distribution
Date;

       

      (10) the
Extraordinary Trust Expenses for such Distribution Date; and

       

      (11) whether
any exchanges of Exchangeable or Exchangeable REMIC Certificates have taken
place since the preceding Distribution Date and, if applicable, the Class
designations, Class Balances, Maximum Class Balances and any interest and
principal paid, including any shortfalls allocated, of any Classes of
Exchangeable REMIC Certificates or Exchangeable Certificates that were received
by the Certificateholder as a result of such exchange.

       

      The
amount set forth pursuant to subclauses (1) and
(2) will be
expressed as a dollar amount per Certificate will a $1,000
Denomination.  In addition to the information listed above, for every
year in which the Depositor is subject to Exchange Act reporting with respect to
the Certificates, such Distribution Date Statement shall also include, to the
extent that the Trustee shall have received any such information from the
Depositor, the Sponsor or the Underlying Servicer, as applicable, no later than
four Business Days prior to the related Distribution Date, such other
information as is required by Form 10-D, including, but not limited to, the
information required by Item 1121 (§ 229.1121) of Regulation AB, other than
those data elements specified in Item 1121(a)(11), (12) and (14) for as long as
reports on Form 10-D are required to be filed by the Trustee pursuant to Section
3.10.

       

      The
Trustee shall make available, upon request, copies of the Underlying
Distribution Date Statements for any Mortgage Certificate Distribution Date to
Holders of the Certificates.

       

      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 subclauses (1) and (2) above, 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

       


      
        
           


        

        
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      information
shall be provided by the Trustee pursuant to any requirements of the Code as
from time to time in force.

       

      The
Trustee will also make available copies of the periodic reports the Trustee
prepares and 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 the above-referenced website can be obtained by calling the Trustee’s
customer service relations desk at (866) 846-4526.  The Trustee shall
have the right to change the way such statements 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.  As a condition to access to
the Trustee’s internet website, the Trustee may require registration and the
acceptance of a disclaimer.

       

      Section
3.05 Notices to
Trustee.

       

      (a) Upon
receipt of any notice or statement with respect to the Mortgage Certificates,
the Trustee shall promptly mail such notice to the affected
Certificateholders.  In the event such notice requests or requires any
action by the Trustee or the Certificateholders, the Trustee shall not take any
action except in accordance with written instructions from the affected
Certificateholders pursuant to the fourth paragraph of Section 8.02.

       

      (b) Upon
receipt of notice of the final distribution on the Mortgage Certificates, the
Trustee shall, if so required by the Underlying Pooling Agreement, surrender the
Mortgage Certificates to the Underlying Trustee for distribution of the final
distribution thereon.

       

      Section
3.06 REMIC and Grantor Trust
Related Covenants.

       

      For as
long as the Trust REMIC or any grantor trust created hereunder shall exist, the
Trustee and the Depositor shall act in accordance herewith to assure continuing
treatment of the Trust REMIC as a REMIC and each grantor trust created hereunder
as a “grantor trust” within the meaning of the Code and related regulations and
to avoid the imposition of United States federal income tax on the Trust REMIC
or any grantor trust created hereunder.  In particular:

       

      (a) The
Trustee shall not create, or permit the creation of, any “interests” in the
Trust REMIC within the meaning of Code Section 860D(a)(2) other than the
interests represented by the Class A-R Certificate and the REMIC 1 Regular
Interests.

       

      (b) Except as
otherwise provided in the Code, (i) the Depositor shall not contribute to
the Trust Fund and the Trustee shall not accept property unless substantially
all of the property held in the Trust REMIC constitutes either “qualified
mortgages” or “permitted investments” as defined in Code
Sections 860G(a)(3) and (5), respectively, and (ii) no property shall
be contributed, or deemed contributed, to the Trust REMIC after the start-up day
unless

       


      
        
           


        

        
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      such
contribution would not subject the Trust Fund to the 100% tax on contributions
to the Trust REMIC after the Startup Day of such Trust REMIC imposed by Code
Section 860G(d).

       

      (c) The
Trustee shall not accept on behalf of the Trust REMIC any fee or other
compensation for services, and the Trustee shall not knowingly accept, on behalf
of the Trust Fund any income from assets other than those permitted to be held
by a REMIC.

       

      (d) The
Trustee shall not sell or permit the sale of all or any portion of the Mortgage
Certificates (other than in accordance with Sections 2.05 or
7.02), unless
such sale is pursuant to a “qualified liquidation” of the Trust REMIC as defined
in Code Section 860F(a)(4)(A) and in accordance with Article
VII.

       

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

       

      (f) The
Trustee shall not engage in a “prohibited transaction” (as defined in Code
Section 860F(a)(2)) or accept a contribution after the Startup Day (within
the meaning of Code Section 860G), except that, with the prior written consent
of the Depositor, the Trustee may engage in the activities otherwise prohibited
by the foregoing paragraphs (b) and (d); provided that the
Depositor shall have delivered to the Trustee an Opinion of Counsel to the
effect that such transaction will not result in the imposition of United States
federal income tax on the Trust REMIC or any grantor trust created hereunder and
will not disqualify the Trust REMIC from treatment as a REMIC for United States
federal income tax purposes or disqualify the Exchangeable Certificates Grantor
Trust from treatment as one or more grantor trusts for United States federal
income tax purposes; and, provided, further, that the
Depositor shall have demonstrated to the satisfaction of the Trustee that such
action will not adversely affect the rights of the Certificateholders and the
Trustee and that such action will not adversely impact the rating of the
Certificates.

       

      Section
3.07 Grantor Trust
Administration

       

      (a) The
Trustee shall treat the portions of the Trust Estate consisting of any interests
in the Exchangeable REMIC Certificates beneficially owned in the form of
Exchangeable Certificates and rights with respect thereto as assets of the
Exchangeable Certificates Grantor Trust.  Each beneficial owner of
Exchangeable REMIC Certificates that elects to hold its interest in the
Exchangeable REMIC Certificates in the form of the Exchangeable Certificate
pursuant to Sections 4.05 and 4.06 of this Agreement shall be deemed to have
instructed the Trustee to deposit the applicable Exchangeable REMIC Certificates
into the Exchangeable Certificates Grantor Trust and all distributions in
respect of such Exchangeable REMIC Certificates shall be deposited into the
Exchangeable Certificates Grantor Trust Account.  Funds in the
Exchangeable Certificates Grantor Trust Account shall remain
uninvested.  The Trustee hereby designates the Exchangeable
Certificates Grantor Trust Account as a sub-account of the Certificate
Account.

       

      (b) On each
Distribution Date, the Trustee shall be deemed to deposit all distributions in
respect of the Exchangeable REMIC Certificates deemed received by it from
the

       


      
        
           


        

        
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      REMIC
Certificate Sub-Account pursuant to paragraph (a) of this Section 3.07 in the
Exchangeable Certificates Grantor Trust Account and shall immediately distribute
such amounts in respect of the Exchangeable Certificate.

       

      (c) Any
beneficial owner of the Exchangeable Certificate that exchanges the Exchangeable
Certificate for the related Exchangeable REMIC Certificates shall be deemed to
have instructed the Trustee to remove such Exchangeable REMIC Certificates from
the Exchangeable Certificates Grantor Trust, so that distributions on such
Exchangeable REMIC Certificates are made directly from the Certificate Account
to such beneficial owner.

       

      (d) The
Trustee shall account for the Exchangeable Certificates Grantor Trust and the
respective assets and rights with respect thereto as, for United States federal
income tax purposes, separate grantor trusts, each as described in Subpart E of
Part I of Subchapter J of the Code and Treasury regulations section
301.7701-4(c) and not as assets of any REMIC created pursuant to this
Agreement.  The Trustee shall apply for taxpayer identification
numbers on IRS Form SS-4 and any similarly required state or local forms for
each grantor trust.  The Trustee shall furnish or cause to be
furnished to the Holder of the Exchangeable Certificates and shall file or cause
to be filed such forms as may be required by the Code and regulations
promulgated thereunder and any similar state or local laws with respect to the
allocable shares of income and expenses with respect to the assets of the
respective grantor trust at the time and in the manner required by the Code and
Treasury regulations promulgated thereunder and any similar state or local
laws.  The Trustee shall sign any forms required pursuant to this
subsection (d).

       

      (e) Each
grantor trust is a WHFIT that is a WHMT.  The Trustee shall report as
required under the WHFIT Regulations to the extent such information as is
reasonably necessary to enable the Trustee to do so, and is not in its
possession, is provided to the Trustee on a timely basis.  The
Depositor shall pay for any tax reporting penalties that may arise as a result
of the Depositor incorrectly determining the status of a grantor trust as a
WHFIT.

       

      (f) The
Trustee, in its discretion, shall report required WHFIT information using either
the cash or accrual method, except to the extent the WHFIT Regulations
specifically require a different method.  The Trustee shall be under
no obligation to determine whether any Certificateholder or other beneficial
owner of a Certificate uses the cash or accrual method.  The Trustee
will make available information as required by the WHFIT Regulations to
Certificateholders annually.  In addition, the Trustee shall not be
responsible or liable for providing subsequently amended, revised or updated
information to any Certificateholder, unless requested by the
Certificateholder.

       

      (g) The
Trustee shall not be liable for failure to meet the reporting requirements of
the WHFIT Regulations nor for any penalties thereunder if such failure is due
to: (i) the lack of reasonably necessary information being provided to the
Trustee, (ii) incomplete, inaccurate or untimely information being provided to
the Trustee or (iii) the inability of the Trustee, after good faith efforts, to
alter its existing information reporting systems to capture information
necessary to fully comply with the WHFIT Regulations for the 2009 calendar
year.  Absent receipt of information regarding any sale of
Certificates, including the price, amount of proceeds and date

       


      
        
           


        

        
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      of sale
from the beneficial owner thereof, the Depositor and the Trustee may assume
there is no secondary market trading of WHFIT interests.

       

      (h) To the
extent required by the WHFIT Regulations, the Trustee will use reasonable
efforts to publish on an appropriate website the CUSIPs for the Certificates
that represent ownership of a WHFIT.  The Trustee will make reasonable
good faith efforts to keep the website accurate and updated to the extent CUSIPs
have been received.  The Trustee will not be liable for investor
reporting delays that result from the receipt of inaccurate or untimely CUSIP
information.

       

      Section
3.08 Annual Statement as to
Compliance.

       

      The
Trustee shall deliver, or otherwise make available to the Depositor and the
Rating Agency, no later than March 15th of each calendar year beginning in 2010,
an Officer’s Certificate (a “Compliance
Statement”), signed by an officer of the Trustee, stating, as to the
signer thereof, that (a) a review of the activities of the Trustee during the
preceding calendar year or portion thereof and of performance of the Trustee
under this Agreement has been made under such officers’ supervision and (b) to
the best of such officer’s knowledge, based on such review, the Trustee has
fulfilled all of its obligations under this Agreement in all material respects
throughout such year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such
officer and the nature and status thereof.  Such Compliance Statements
shall contain no restrictions or limitations on their use.

       

      In the
event the Trustee is terminated or resigns pursuant to the terms of this
Agreement, the Trustee shall provide a Compliance Statement pursuant to this
Section 3.08
with respect to the period of time that the Trustee was subject to this
Agreement.

       

      Section
3.09 Assessments of Compliance
and Attestation Reports.

       

      (a) The
Trustee, at its own expense, shall deliver, and shall cause any Servicing
Function Participant engaged by it to deliver, or otherwise make available to
the Depositor on or before March 10th of each
calendar year beginning in 2010 (provided that the Trustee shall make its best
efforts to deliver such report by March 10th, but
will not be in default in its obligation to so deliver such report unless it is
not delivered by March 15th), a
report regarding such party’s assessment of compliance with the Relevant
Servicing Criteria (an “Assessment of
Compliance”) that contains (i) a statement by such party of its
responsibility for assessing compliance with the Relevant Servicing Criteria,
(ii) a statement that such party used the Relevant Servicing Criteria to
assess compliance with the Relevant Servicing Criteria, (iii) such party’s
assessment of compliance with the Relevant Servicing Criteria as of and for the
fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.10(c),
including, if there has been any material instance of noncompliance with the
Relevant Servicing Criteria, a discussion of each such failure and the nature
and status thereof and (iv) a statement that a registered public accounting
firm has issued an attestation report on such party’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period.

       


      
        
           


        

        
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      No later
than March 1 of each fiscal year for the Trust for which a 10-K is required to
be filed, the Trustee shall forward to the Depositor the name of each Servicing
Function Participant engaged by it and what Relevant Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing
Function Participant.  When the Trustee (or any Servicing Function
Participant engaged by it) submits its assessment to the Depositor, such party
will also at such time include the assessment (and attestation pursuant to Section 3.09(b))
of each Servicing Function Participant engaged by it.

       

      At any
time after March 1 of each fiscal year, if the Trustee determines or is informed
that the list of Relevant Servicing Criteria to be addressed in the report on
assessment of compliance prepared by each Servicing Function Participant is no
longer in complete accordance or no longer reasonably likely to be in complete
accordance with the Relevant Servicing Criteria for such Servicing Function
Participant as notified to the Depositor in the paragraph immediately above, the
Trustee shall promptly inform the Depositor by written notice that such
Servicing Function Participant is likely to address different Relevant Servicing
Criteria in the report on assessment of compliance prepared by such Servicing
Function Participant.  Following transmission of such notice, the
Trustee shall negotiate with such Servicing Function Participants that the
Trustee deems necessary so that all Relevant Servicing Criteria shall be
addressed by one or more Servicing Function Participants and so that all
Assessments of Compliance shall, in the determination of the Depositor, be
satisfactory.

       

      Within 10
calendar days of receipt of such Assessments of Compliance, the Trustee shall
confirm that the Assessments of Compliance, taken individually address the
Relevant Servicing Criteria for each party as set forth on Exhibit C and
notify the Depositor of any exceptions.  None of such parties shall be
required to deliver any such Assessments of Compliance until April 15 in any
given year so long as it has received written confirmation from the Depositor
that a Form 10-K is not required to be filed in respect of the Trust for the
preceding calendar year.

       

      (b) The
Trustee shall cause, and shall cause each Servicing Function Participant engaged
by it to cause, each at its own expense, on or before March 10th of each
calendar year beginning in 2010 (provided that each of the Trustee shall make
its best efforts to deliver such report by March 10th, but
will not be in default in its obligation to so deliver such report unless it is
not delivered by March 15th), a
registered public accounting firm (which may also render other services to the
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 a report (an “Attestation Report”)
to the Depositor, to the effect that (i) it has obtained a representation
regarding certain matters from the management of such party, which includes an
assertion that such party has complied with the Relevant Servicing Criteria, and
(ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the Public
Company Accounting Oversight Board, it is expressing an opinion as to whether
such party’s compliance with the Relevant Servicing Criteria was fairly stated
in all material respects, or it cannot express an overall opinion regarding such
party’s assessment of compliance with the Relevant Servicing
Criteria.  In the event that an overall opinion cannot be expressed,
such registered public accounting firm shall state in such Attestation Report
why it was unable to express such an opinion.  Each such related
Attestation

       


      
        
           


        

        
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      Report
shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of the
Commission’s Regulation S-X.  Such Attestation Reports must be
available for general use and not contain restricted use language.  If
requested by the Depositor, such report shall contain or be accompanied by a
consent of such accounting firm to inclusion or incorporation of such report in
the Depositor’s registration statement on Form S-3 relating to the Offered
Certificates and the Form 10-K for the Trust.

       

      Within 10
calendar days of receipt of such Attestation Reports, Trustee shall confirm that
each Assessment of Compliance is coupled with a related Attestation Report and
shall notify the Depositor of any exceptions.  Neither the Trustee nor
any Servicing Function Participant engaged by it shall be required to deliver or
cause the delivery of such Attestation Reports until April 15 in any given year
so long as it has received written confirmation from the Depositor that a Form
10-K is not required to be filed in respect of the Trust for the preceding
fiscal year.

       

      In the
event the Trustee is terminated or resigns pursuant to the terms of this
Agreement, the Trustee shall provide and shall cause any Servicing Function
Participant engaged by it to provide, an Assessment of Compliance pursuant to
this Section 3.09,
coupled with an Attestation Report as required in this Section 3.09
with respect to the period of time that the Trustee was subject to this
Agreement.

       

      Section
3.10 Reports to the
Commission.

       

      (a) The
Trustee shall reasonably cooperate with the Depositor in connection with the
Trust’s satisfying its reporting requirements under the Exchange
Act.  Without limiting the generality of the foregoing, the Trustee
shall prepare on behalf of the Trust any Form 8-K, Form 10-D and Form 10-K
required by the Exchange Act and the rules and regulations of the Commission
thereunder, and the Depositor shall sign such Forms on behalf of the
Trust.  Notwithstanding the previous sentence, the Depositor shall
file the Form 8-K in connection with the filing of this Agreement.

       

      (b) Within 15
days after each Distribution Date (subject to permitted extensions under the
Exchange Act), the Trustee shall prepare on behalf of the Trust any Form 10-D
required by the Exchange Act, in form and substance as required by the Exchange
Act.  The Trustee shall file each Form 10-D with (i) a copy of the
Distribution Statement for such Distribution Date attached thereto and (ii) a
copy of the Underlying Distribution Date Statement for the related Mortgage
Certificate Distribution Date.  Any disclosure in addition to the
Distribution Statement for such Distribution Date that is required to be
included on Form 10-D (“Additional Form 10-D
Disclosure”) shall be reported by the parties set forth on Exhibit D hereto
to the Depositor and directed and approved by the Depositor 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
Disclosure, except as set forth in this Section 3.10(b).

       

      As set
forth on Exhibit
D hereto, within 5 calendar days after the related Distribution Date,
(i) the parties described on Exhibit D shall be
required to provide to the Trustee (at cts.sec.notifications@wellsfargo.com with
a copy by facsimile to (443) 367-3307)

       


      
        
           


        

        
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      and the
Depositor, to the extent known by a responsible officer thereof, in
IDEA-compatible format, or in such other format as otherwise agreed upon by the
Trustee and such party, any Additional Form 10-D Disclosure, if applicable,
together with an Additional Disclosure Notification in the form of Exhibit I, and the
Depositor shall be required to provide to the Trustee any such information
relating to the Underlying Transaction, if any, and (ii) the Depositor
shall approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D.  The
Trustee shall compile all such information provided to it in a Form 10-D
prepared by it.  The Trustee has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit D of their
duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-D Disclosure information.  The Depositor will
be responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this paragraph.

       

      After
preparing the Form 10-D, the Trustee shall forward electronically a copy of the
Form 10-D to the Depositor for review.  Within 2 Business Days after
receipt of such copy, the Depositor shall notify the Trustee in writing (which
may be furnished electronically) of any changes to or approval of such Form
10-D.  In the absence of any written changes or approval, the Trustee
shall be entitled to assume that such Form 10-D is in final form and the Trustee
may proceed with the execution and filing of the Form 10-D.  No later
than 2 Business Days prior to the 15th
calendar day after the related Distribution Date, the Depositor shall sign the
Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an
original executed hard copy to immediately follow) to the Trustee.  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 set forth in Section
3.10(g)(ii).  Form 10-D requires the registrant to indicate (by
checking “yes” or “no”) that it “(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.” The
Depositor hereby represents to the Trustee that the Depositor has filed all such
required reports during the preceding 12 months and that is has been subject to
such filing requirement for the past 90 days.  The Depositor shall
notify the Trustee in writing, no later than the fifth calendar day after the
related Distribution Date with respect to the filing of a report on Form 10-D,
if the answer to either question should be “no.”  The Trustee shall be
entitled to rely on such representations in preparing, executing and/or filing
any such report.  Promptly (but no later than 1 Business Day) after
filing with the Commission, the Trustee will make available on its internet
website a final executed copy of each Form 10-D prepared and filed by the
Trustee.  Each party to this Agreement acknowledges that the
performance by the Trustee of its duties under this Section 3.10(b)
related to the timely preparation, arrangement for execution and filing of Form
10-D is contingent upon strictly observing all applicable deadlines in the
performance of the duties under this Section 3.10(b) and
also contingent upon any Servicing Function Participant strictly observing
deadlines no later than those set forth in this paragraph that are applicable to
the parties to this Agreement in the delivery to the Trustee of any necessary
Additional Form 10-D Disclosure pursuant to any other applicable
agreement.  The Trustee shall not have any liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file such Form 10-D, where such
failure results from the Trustee’s inability or failure to receive, on a timely
basis, any information from

       


      
        
           


        

        
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      any other
party hereto or any Servicing Function Participant needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.

       

      (c) On or
prior to the 90th day
after the end of each fiscal year of the Trust or such earlier date as may be
required by the Exchange Act (the “10-K Filing
Deadline”) (it being understood that the fiscal year for the Trust ends
on December 31st of each
year), commencing in March 2010, the Trustee shall prepare and file on behalf of
the Trust a Form 10-K, in form and substance as required by the Exchange
Act.  Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
time frames set forth in this Agreement:

       

      (i) a
Compliance Statement for (A) each of the Underlying Servicer and the Underlying
Trustee, substantially in the form required by Section 3.18 of the Underlying
Pooling Agreement, with respect to the Underlying Transaction (such Compliance
Statement to be delivered or made available to the Depositor, the Trustee and
the Rating Agency by no later than March 15th of each calendar year beginning in
2010), and (B) the Trustee (together with the Underlying Servicer, the
Underlying Trustee and the Underlying Custodian, the “Reporting
Servicers”), as described under Section 3.08;

       

      (ii) (A) the
Assessment of Compliance for the Trustee, as described under Section 3.09(a),
and the Assessments of Compliance for each of the other Reporting Servicers,
substantially in the form required by Section 3.19 of the Underlying Pooling
Agreement, each with respect to the Underlying Transaction (such Assessments of
Compliance to be delivered or made available to the Depositor, the Trustee and
the Rating Agency by no later than March 15th of each calendar year beginning in
2010), and (B) if a Reporting Servicer’s Assessment of Compliance
identifies any material instance of noncompliance, disclosure identifying such
instance of noncompliance, or if a Reporting Servicer’s Assessment of Compliance
is not included as an exhibit to such Form 10-K, disclosure that such report is
not included and an explanation why such report is not included; provided, however, that the Trustee, at
its discretion, may omit from the Form 10-K any Assessment of Compliance
described in this clause (ii) or Attestation Report described in clause
(iii) below that is not required to be filed with such Form 10-K pursuant
to Regulation AB;

       

      (iii) (A) the
Attestation Report for the Trustee, as described under Section 3.09(b),
and the Attestation Reports for each of the other Reporting Servicers,
substantially in the form required by Section 3.19 of the Underlying Pooling
Agreement, each with respect to the Underlying Transaction (such Attestation
Reports to be delivered or made available to the Depositor, the Trustee and the
Rating Agency by no later than March 15th of each calendar year beginning in
2010), and (B) if any Reporting Servicer’s Attestation Report identifies
any material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any Reporting Servicer’s Attestation Report is not included
as an exhibit to such Form 10-K, disclosure that such Attestation Report is not
included and an explanation why such Attestation Report is not included;
and

       


      
        
           


        

        
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      (iv) a
Sarbanes-Oxley Certification, as described in Section 3.10(e).

       

      Any
disclosure or information in addition to (i) through (iv) above that
is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall be reported by the parties set forth on Exhibit E to the
Depositor and directed and approved by the Depositor pursuant to the following
paragraph, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure, except as
set forth in this Section 3.10(c).

       

      As set
forth on Exhibit
E hereto, no later than March 1 of each year that the Trust is subject to
the Exchange Act reporting requirements, commencing in 2010, (i) the parties
described in Exhibit
E shall be required to provide to the Trustee (at
cts.sec.notifications@wellsfargo.com with a copy by facsimile to (443) 367-3307)
and the Depositor, to the extent known by a responsible officer thereof, in
IDEA-compatible format, or in such other format as otherwise agreed upon by the
Depositor and the Trustee, any Additional Form 10-K Disclosure, together with an
Additional Disclosure Notification in the form attached hereto as Exhibit I, and the
Depositor shall be required to provide to the Trustee any such information
relating to the Underlying Transaction, and (ii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K.  The Trustee shall
compile all such information provided to it in a Form 10-K prepared by
it.  The Trustee has no duty under this Agreement to monitor or
enforce the performance by the parties listed on Exhibit E of their
duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-K Disclosure information.  The Depositor will
be responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-K Disclosure on Form
10-K pursuant to this paragraph.

       

      After
preparing the Form 10-K, the Trustee shall forward electronically a copy of the
Form 10-K to the Depositor for review.  Within three Business Days
after receipt of such copy, the Depositor shall notify the Trustee in writing
(which may be furnished electronically) of any changes to or approval of such
Form 10-K.  No later than the close of business on the fourth Business
Day  prior to the 10-K Filing Deadline, a senior officer in charge of
securitization of the Depositor 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 “Sarbanes-Oxley
Certification”) attached hereto as Exhibit G 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
3.10(g)(ii).  Form 10-K requires the registrant to indicate (by
checking “yes” or “no”) that it “(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.”  The Depositor hereby represents to the Trustee that the
Depositor has filed all such required reports during the preceding 12 months and
that it has been subject to such filing requirement for the past 90
days.  The Depositor shall notify the Trustee in writing, no later
than March 15th with respect to the filing of a report on Form 10-K, if the
answer to either question should be “no.”

       


      
        
           


        

        
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      The
Trustee shall be entitled to rely on such representations in preparing,
executing and/or filing any such report.  Promptly (but no later than
1 Business Day) after filing with the Commission, the Trustee will make
available on its internet website a final executed copy of each Form 10-K
prepared and filed by the Trustee.  The parties to this Agreement
acknowledge that the performance by the Trustee of its duties under this Section 3.10(c)
related to the timely preparation, arrangement for execution and filing of Form
10-K is contingent upon such parties strictly observing all applicable deadlines
in the performance of their duties under this Section 3.10(c),
Section
3.10(e), Section 3.08 and
Section 3.09
and is also contingent upon any Servicing Function Participant strictly
observing deadlines no later than those set forth in this paragraph that are
applicable to the parties to this Agreement in the delivery to the Trustee of
any necessary Additional Form 10-K Disclosure, any Compliance Statement and any
Assessment of Compliance and Attestation Report pursuant to the any other
applicable agreement.  The Trustee shall not have any liability for
any loss, expense, damage, claim arising out of or with respect to any failure
to properly prepare, arrange for execution and/or timely file such Form 10-K,
where such failure results from the Trustee’s inability or failure to receive,
on a timely basis, any information from any other party hereto or Servicing
Function Participant needed to prepare, arrange for execution or file such Form
10-K, not resulting from its own negligence, bad faith or willful
misconduct.

       

      (d) Within
four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”),
and if requested by the Depositor, the 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 other than the
initial Form 8-Ks filed in connection with the issuance of the Certificates (the
“Form 8-K Disclosure
Information”) shall be reported by the parties set forth on Exhibit F hereto to
the Depositor and directed and approved by the Depositor pursuant to the
following paragraph, and the Trustee will have no duty or liability for any
failure hereunder to determine or prepare any Form 8-K Disclosure Information,
or any Form 8-K, except as set forth in this Section 3.10(d).

       

      As set
forth on Exhibit
F hereto, no later than the end of business on the 2nd Business Day after
the occurrence of a Reportable Event (i) the parties described in Exhibit F shall be
required to provide to the Trustee (at cts.sec.notifications@wellsfargo.com with
a copy by facsimile to (443) 367-3307) and to the Depositor, to the extent known
by a responsible officer thereof, in IDEA-compatible format, or in such other
format as otherwise agreed upon by the Trustee and such party, any Form 8-K
Disclosure Information, if applicable, together with an Additional Disclosure
Notification in the form attached hereto as Exhibit I, and the
Depositor shall be required to provide to the Trustee any such information
relating to the Underlying Transaction, and (ii) the Depositor shall
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Form 8-K Disclosure Information.  The Trustee shall
compile all such information provided to it in a Form 8-K prepared by
it.  The Trustee has no duty under this Agreement to monitor or
enforce the performance by the parties listed on Exhibit F of their
duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information.  The Depositor will be
responsible for any reasonable fees and expenses

       


      
        
           


        

        
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      assessed
or incurred by the Trustee in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this paragraph.

       

      After
preparing the Form 8-K, the Trustee shall forward electronically a copy of the
Form 8-K to the Depositor for review.  No later than the close of
business New York City time on the 3rd Business Day after the Reportable Event,
the Depositor shall notify the Trustee in writing (which may be furnished
electronically) of any changes to or approval of such Form 8-K.  No
later than 12:00 noon on the 4th 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.  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 3.10(g)(ii).  Promptly
(but no later than 1 Business Day) after filing with the Commission, the Trustee
will, make available on its internet website a final executed copy of each Form
8-K prepared and filed by the Trustee.  The parties to this Agreement
acknowledge that the performance by the Trustee of its duties under this Section 3.10(d)
related to the timely preparation, arrangement for execution and filing of Form
8-K is contingent upon such parties strictly observing all applicable deadlines
in the performance of their duties under this Section 3.10(d)
and also contingent upon the any Servicing Function Participant strictly
observing deadlines no later than those set forth in this paragraph that are
applicable to the parties to this Agreement in the delivery to the Trustee of
any necessary Form 8-K Disclosure Information pursuant to any other applicable
agreement.  The Trustee shall not have any liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file such Form 8-K, where such
failure results from the Trustee’s inability or failure to receive, on a timely
basis, any information from any other party hereto or any Servicing Function
Participant needed to prepare, arrange for execution or file such Form 8-K, not
resulting from its own negligence, bad faith or willful misconduct.

       

      (e) Each Form
10-K shall include a Sarbanes-Oxley Certification, exactly as set forth in Exhibit G attached
hereto.  The Trustee shall provide, and shall cause any Servicing
Function Participant engaged by it to provide, to the Person who signs the
Sarbanes-Oxley Certification (the “Certifying Person”),
by March 10th of each year in which the Trust is subject to the reporting
requirements of the Exchange Act and otherwise within a reasonable period of
time upon request, a certification (each, a “Back-up
Certification”), in the form attached hereto as Exhibit H, upon which
the Certifying Person, the entity for which the Certifying Person acts as an
officer, and such entity’s officers, directors and Affiliates (collectively with
the Certifying Person, the “Certification
Parties”) can reasonably rely.  A senior officer in charge of
securitization of the Depositor shall serve as the Certifying Person on behalf
of the Trust.  Such officer of the Certifying Person can be contacted
at the address set forth in Section
8.05.

       

      (f) Upon any
filing with the Commission prepared and filed by the Trustee, the Trustee shall
make available to the Depositor a copy of any such executed report, statement or
information.

       

      (g)           (i)
The obligations set forth in paragraphs (a) through (g) of this
Section shall only apply with respect to periods for which reports are
required to be filed with

       


      
        
           


        

        
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      respect
to the Trust under the Exchange Act.  On or prior to January 30 of the
first year in which the Trustee is able to do so under applicable law, unless
otherwise requested by the Depositor, the Trustee shall prepare and file with
the Commission a Form 15 Suspension Notification executed by the Depositor 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 Offered Certificates of record exceeds the number set
forth in Section 15(d) of the Exchange Act or the regulations promulgated
pursuant thereto which would cause the Trust to again become subject to the
reporting requirements of the Exchange Act, the Trustee shall recommence
preparing and filing reports on Form 8-K, Form 10-D and Form 10-K as required
pursuant to this Section and the then-current reporting requirements of the
Exchange Act and the parties hereto will again have the obligations set forth in
paragraphs (a) through (h) of this Section.

       

      (ii)          In
the event that the Trustee is unable to timely file with the Commission all or
any required portion of any Form 8-K, Form 10-D or Form 10-K required to be
filed by this Agreement because required disclosure information was either not
delivered to it or delivered to it after the delivery deadlines set forth in
this Agreement or for any other reason, the Trustee will immediately
electronically notify the Depositor of such inability to make a timely filing
with the Commission.  In the case of Form 10-D and Form 10-K, the
Trustee and the Depositor will cooperate to prepare and file a Form 12b-25 and a
Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the
Exchange Act.  In the case of Form 8-K, the Trustee will, upon receipt
of all required Form 8-K Disclosure Information and upon the approval and
direction of the Depositor, include such disclosure information on the next Form
10-D.  In the event that any previously filed Form 8-K, Form 10-D or
Form 10-K needs to be amended in connection with any Additional Form 10-D
Disclosure (other than, in the case of Form 10-D, for the purpose of restating
any Distribution Statement), Additional Form 10-K Disclosure or Form 8-K
Disclosure Information, the Trustee will notify the Depositor within one
calendar day of discovery and such other parties to the transaction as are
affected by such amendment, and such parties will cooperate to prepare any
necessary Form 8-K/A, Form 10-D/A or Form 10-K/A.  Any Form 15, Form
12b-25 or any amendment to Form 8-K,  Form 10-D or Form 10-K shall be
signed by a senior officer in charge of securitization of the
Depositor.  The parties to this Agreement acknowledge that the
performance by the Trustee of its duties under this Section 3.10(g) related
to the timely preparation, arrangement for execution and filing of Form 15, a
Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon each the Trustee performing its duties under this Section 3.10(g).  The
Trustee shall not have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange for
execution and/or timely file any such Form 15, Form 12b-25 or any amendments to
Forms 8-K, Form 10-D or Form 10-K, where such failure results from the Trustee’s
inability or failure to receive, on a timely basis, any information from any
other party hereto or any Servicing Function Participant needed to prepare,
arrange for execution or file such Form 15, Form 12b-25 or any amendments to
Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.

       


      
        
           


        

        
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      (h) This
Section 3.10 may
be amended without the consent of the Certificateholders.

       

      ARTICLE
IV

       

      THE
CERTIFICATES

       

      Section
4.01 The
Certificates.

       

      The
Certificates shall be issued as Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5 and Class A-R Certificates substantially in the respective forms
attached as exhibits hereto.  Except as otherwise expressly provided
herein, the Certificates of each Class will be issued in fully registered form
only, and shall be numbered serially for identification.

       

      The
Offered Certificates shall be issued as one or more Book-Entry Certificates in
minimum Denominations of $1,000 and increments of $1.00 in excess thereof
registered in the name of Cede & Co. as nominee of the
Depository.  The Private Certificates (other than the Class A-R
Certificate) shall be issued as one or more Book-Entry Certificates in minimum
Denominations of $25,000 and increments of $1.00 in excess thereof registered in
the name of a nominee of the Depository.  Beneficial Owners will hold
interests in the Certificates (other than the Class A-R Certificate) through the
book entry facilities of the Depository.  The Class A-R Certificate
shall be issuable in one registered, definitive physical certificate,
substantially in the form of Exhibit A-1AR
hereto.

       

      The
Private Certificates (other than the Class A-R Certificate) offered and sold to
Qualified Institutional Buyers in reliance on Rule 144A under the Securities Act
shall be issued in the form of one or more permanent global certificates in
definitive, fully registered form without interest coupons, substantially in the
form of Exhibits
A-A3A and A-A5A, respectively,
hereto (each, a “Rule
144A Global Certificate”), which shall be deposited with the Trustee or
an agent of the Trustee as custodian for the Depository and registered in the
name of a nominee of the Depository.

       

      The
Private Certificates (other than the Class A-R Certificate) initially offered
and sold to Institutional Accredited Investors in offshore transactions in
reliance on Regulation S under the Securities Act shall be issued in the form of
one or more temporary global certificates in definitive, fully registered form
without interest coupons, substantially in the form of, respectively, Exhibits
A-A3B  and
A-A5B hereto
(each, a “Temporary
Regulation S Global Certificate”), which shall be deposited with the
Trustee or an agent of the Trustee as custodian for the Depository and
registered in the name of a nominee of the Depository for the account of
designated agents holding on behalf of Euroclear or
Clearstream.  Beneficial interests in each Temporary Regulation S
Global Certificate may be held only through Euroclear or Clearstream; provided,
however, that such interests may be exchanged for interests in a Rule 144A
Global Certificate in accordance with the certification requirements described
in Section
4.02.  After the Exchange Date, a beneficial interest in a
Temporary Regulation S Global Certificate may be exchanged for a beneficial
interest in a corresponding permanent global certificate, substantially in the
form of Exhibits
A-A3C and A-A5C, respectively,
hereto, as applicable (each, a “Permanent Regulation S
Global Certificate”), in accordance with the procedures set forth
in

       


      
        
           


        

        
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      Section
4.02.  Each Permanent Regulation S Global Certificate shall be
deposited with the Trustee or an agent of the Trustee as custodian for the
Depository and registered in the name of a nominee of the
Depository.

       

      The
Certificates may be printed or in typewritten or similar form and each
Certificate shall, on original issue, be executed by the Trustee, not in its
individual capacity but solely as Trustee, authenticated by the Registrar and
delivered by the Trustee to or upon the order of the Depositor upon receipt by
the Trustee of the Mortgage Certificates pursuant to Section 2.01
hereof.  The Book-Entry Certificates shall be deposited with the
Trustee or an agent of the Trustee as custodian for the Depository and
registered in the name of a nominee of the Depository.

       

      All
Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee by any Responsible Officer thereof.  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 delivery of such Certificates.  No
Certificate shall be entitled to any benefit under this Trust Agreement, or be
valid for any purpose, unless such Certificate shall have been manually
authenticated by the Registrar substantially in the forms attached hereto, and
such manual signature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder.  All Certificates shall be dated the date of their
authentication and delivery.

       

      As to any
Certificate held through the Depository, the Trust Fund and the Trustee may for
all purposes (including the making of distributions due on the Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Beneficial Owners with respect to the Book-Entry Certificates for the purposes
of exercising the rights of Certificateholders hereunder.  The rights
of Beneficial Owners with respect to Book-Entry Certificates shall be limited to
those established by law and agreements between such Beneficial Owners and the
Depository and Depository Participants.  Except under the
circumstances set forth below, Beneficial Owners of Book-Entry Certificates
shall not be entitled to physical certificates for such Certificates as to which
they are the Beneficial Owners.  Requests and directions from, and
votes of, the Depository as the authorized representative of the Beneficial
Owners with respect to the Book-Entry Certificates shall not be deemed
inconsistent if they are made with respect to different Beneficial
Owners.  The Trustee may establish a reasonable record date in
connection with solicitations of consents from or voting by Certificateholders
and give notice to the Depository of such record date.  Without the
written consent of the Depositor and the Trustee, no Book-Entry Certificates may
be transferred by the Depository except to a successor Depository that agrees to
hold such Certificate for the account of the Beneficial Owners.

       

      In the
event The Depository Trust Company resigns or is removed as Depository, the
Depositor may appoint a successor Depository.  If no successor
Depository has been appointed within 30 days of the effective date of the
Depository’s resignation or removal, each Beneficial Owner shall be entitled to
definitive physical certificates representing the Book-Entry Certificates it
beneficially owns.

       


      
        
           


        

        
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      No owner
of a beneficial interest in a Book-Entry Certificate will be entitled to receive
a certificate representing such owner’s interest in such Certificate except in
the event that Definitive Certificates are issued for the Book-Entry
Certificates.  The Certificates initially issued in book entry form
will be issued in fully registered, certificated form to Certificateholders or
their nominees (“Definitive
Certificates”), rather than to the Depository or its nominee, only if the
Depository advises the Trustee in writing that the Depository is no longer
willing, qualified or able to properly discharge its responsibilities as nominee
and depository with respect to the Book-Entry Certificates and the Depositor or
the Trustee is unable to locate a qualified successor.

       

      Upon the
occurrence of the event described in the immediately preceding paragraph, the
Trustee will be required to notify all Depository Participants of such event and
the availability through the Depository of Definitive Certificates for the
Certificateholders.  The Trustee shall be entitled to conclusively
rely on a securities position listing as to the identity of the Depository
Participants and the Depositor shall authorize the Depository to provide such a
listing to the Trustee.  Upon surrender by the Depository of the
certificate or certificates representing the Book-Entry Certificates, together
with instructions for re-registration, the Trustee will issue (or cause to be
issued) to the Certificateholders identified in such instructions the Definitive
Certificates to which they are entitled, and thereafter the Trustee will
recognize the Holders of such Definitive Certificates as Certificateholders
under this Agreement.

       

      Section
4.02 Registration of and
Limitations on Transfer and Exchange of Certificates.

       

      (a) The
Registrar shall cause to be kept at its Corporate Trust Office a certificate
register (a “Certificate
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Registrar shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided.

       

      Subject
to the restrictions and limitations set forth below, upon surrender for
registration of transfer of any Certificate at the Corporate Trust Office, the
Trustee shall execute and the Registrar shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interests.

       

      (b) (i)           Except
as provided in Section
4.01 above and this Section 4.02, the
Book-Entry Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times:  (A) registration of the
Book-Entry Certificates may not be transferred by the Trustee except to another
Depository; (B) the Depository shall maintain book-entry records with respect to
the Beneficial 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 Beneficial 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

       


      
        
           


        

        
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      Depository
shall not be deemed to be inconsistent if they are made with respect to
different Beneficial 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 Beneficial
Owners.

       

      (ii) All
transfers by Beneficial Owners of Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing such Beneficial Owners.  Each Depository
Participant shall only transfer Book-Entry Certificates of Beneficial Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository’s normal procedures.

       

      (c) If a
transfer of an Ownership Interest held by the related transferor in the form of
a Rule 144A Global Certificate and also to be held by the related transferee in
the form of a Rule 144A Global Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance
thereof or a transfer thereof by the Depositor or one of its Affiliates), then
the Registrar shall refuse to register such transfer unless it receives (and
upon receipt, may conclusively rely upon) a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit
J-1 hereto and a certificate from such Certificateholder’s prospective
transferee substantially in the form attached as Exhibit J-2 hereto
(as to which, in the case of the Book-Entry Certificates, the Certificateholder
and the Certificateholder’s prospective transferee will be deemed to have made
the representations and agreements contained therein), to the effect that, among
other things, the transfer is being made to a Qualified Institutional Buyer in
accordance with Rule 144A. If a transfer of an Ownership Interest held by the
related transferor in the form of a Rule 144A Global Certificate and to be held
by the related transferee in the form of a Temporary Regulation S Global
Certificate, on or prior to the Exchange Date, or a Permanent Regulation S
Global Certificate, after the Exchange Date, is to be made without registration
under the Securities Act, then the Registrar shall refuse to register such
transfer unless it receives (and upon receipt may conclusively rely upon) a
certificate from the prospective transferee of the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit J-3 hereto (a
“Regulation S Transfer
Certificate”) (as to which, in the case of the Book-Entry Certificates,
the Certificateholder’s prospective transferee will be deemed to have made the
representations and agreements contained therein), to the effect that such
transfer is being made to an Institutional Accredited Investor that is also a
non-U.S. Person in accordance with Regulation S under the Securities
Act.

       

      (d) If any
transfer of an Ownership Interest held by the related transferor in the form of
a Temporary Regulation S Global Certificate or Permanent Regulation S Global
Certificate, as the case may be, is to be made without registration under the
Securities Act, then the Registrar shall refuse to register such transfer unless
it receives (and upon receipt may conclusively rely upon) (i) in the case of a
transfer to a transferee that takes delivery in the form of an Ownership
Interest in a Rule 144A Global Certificate, a certificate from the
Certificateholder desiring to effect such transfer substantially in the form of
Exhibit J-4
hereto (a “Rule 144A
Transfer Certificate”); and (ii) in the case of a transferee that takes
delivery in the form of an Ownership Interest in a Temporary Regulation S Global
Certificate, on or prior to the Exchange Date, or a Permanent Regulation S
Global Certificate, after the Exchange Date, a

       


      
        
           


        

        
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      Regulation
S Transfer Certificate (as to which, in the case of the Book-Entry Certificates,
the Certificateholder’s prospective transferee will be deemed to have made the
representations and agreements contained therein) from the Certificateholder
desiring to effect such transfer, to the effect that such transfer is being made
to an Institutional Accredited Investor in accordance with Rule 903 or 904 of
Regulation S of the Securities Act and that, if such transfer occurs on or prior
to the Exchange Date, the interest transferred will be held immediately
thereafter through Euroclear or Clearstream.  An Ownership Interest
held by the related transferor in the form of a Temporary Regulation S Global
Certificate may be exchanged, only on or after the Exchange Date, for an
Ownership Interest held by the related transferor in the form of a Permanent
Regulation S Global Certificate, upon delivery to the Registrar of a
certification substantially in the form of Exhibit J-5 hereto (a
“Clearing System
Certificate”).

       

      (e) No
Transfer of an ERISA Restricted Certificate shall be made unless the Trustee
shall have received (i) a representation letter, as set forth in Exhibit K, from the
proposed Transferee to the effect that (A) such proposed Transferee is not an
employee benefit plan or arrangement subject to Title I of ERISA or Section 4975
of the Code (collectively, a “Plan”) and is not a
Person acting on behalf of any such Plan or using assets of a Plan or (B),
except in the case of the Class A-R Certificate, such Person is purchasing such
Certificate using the assets of an insurance company general account (as such
term is defined in Section V(e) of Prohibited Transaction Class Exemption
(“PTCE”) 95-60)
and the purchase and holding of such Certificate are covered under Sections I
and III of PTCE 95-60 or (ii) in the case of an ERISA Restricted Certificate
other than the Class A-R Certificate presented for registration in the name of a
Plan, or a trustee or a custodian of the foregoing, an Opinion of Counsel in
form and substance satisfactory to the Trustee to the effect that the purchase
or holding of such Certificate by or on behalf of such Plan or with assets of
such Plan will not constitute or result in a non-exempt prohibited transaction
within the meaning of ERISA or Section 4975 of the Code or, in the case of a
governmental or church plan, a violation of any federal, state or local law
substantially similar to the foregoing and will not subject the Trustee or the
Depositor 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
Depositor.  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 K; provided, that any
Transferee of the Class A-R Certificate that does not provide the representation
letter as provided in clause (i) of the preceding sentence will be deemed to
represent that it is neither a Plan nor a Person acting on behalf of or using
the assets of a Plan.  For the purposes of clause (i) of the second
preceding sentence, such representation shall be deemed to have been made to the
Registrar by the acceptance by a Certificateholder of a Book-Entry Certificate
of the beneficial interest in any such Class of Certificates, unless the
Registrar shall have received from the Transferee an alternative representation
acceptable in form and substance to the Trustee.  Notwithstanding
anything to the contrary herein, any purported transfer of a Certificate in
definitive form (other than the Class A-R Certificate) to or on behalf of a Plan
or to any Person using assets of a Plan without delivery to the Trustee of a
properly completed representation letter or an Opinion of Counsel satisfactory
to the Trustee as described above or any transfer of the Class A-R Certificate
to a Plan or any Person acting on behalf of, or with assets of, a Plan shall be
void and of no effect.  The Certificates shall bear a legend referring
to the foregoing restrictions contained in this paragraph.

       


      
        
           


        

        
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      (f) Each
beneficial owner of a Class of P&I Certificates or any interest therein,
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate, or interest therein, that either (i) it is not a Plan or a
person acting on behalf of, or using assets of, a Plan or (ii) it is an
accredited investor within the meaning of the Underwriter’s
Exemption.  If any P&I Certificate or any interest therein is
acquired or held in violation of the provisions of this Section 4.02, the
next preceding permitted owner or beneficial owner shall be treated as the owner
or beneficial owner of that Certificate, retroactive to the date of transfer to
the purported beneficial owner.  Any purported beneficial owner whose
acquisition or holding of such a Certificate or any interest therein, was
effected in violation of the provisions of this Section 4.02 will
indemnify to the extent permitted by law and hold harmless the Depositor and the
Trustee from and against any liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.

       

      (g) By
acceptance of any Private Certificate, the Holder thereof specifically agrees
with the Depositor and the Trustee that no Transfer of such Private Certificate
shall be made unless the requirements of this Section 4.02 and
the registration requirements of the Securities Act and any applicable state
securities laws are complied with, or such Transfer is exempt from the
registration requirements under the Securities Act because such Transfer is (i)
in compliance with Rule 144A under the Securities Act, to a person whom the
transferor reasonably believes is a Qualified Institutional Buyer that is
purchasing for its own account or for the account of a Qualified Institutional
Buyer and to whom notice is given that such transfer is being made in reliance
upon Rule 144A under the Securities Act or (ii) is in accordance with Rule
903 or 904 of Regulation S of the Securities Act, outside the United States to
an entity that is an Institutional Accredited Investor and who is also not a
U.S. Person (as defined in Regulation S of the Securities Act).

       

      (h) Each
Person who acquires or holds the Class A-R Certificate or any Ownership Interest
therein (i) shall be a Qualified Institutional Buyer, (ii) shall be deemed by
its acceptance, acquisition or holding of such Ownership Interest to have agreed
to be bound by the provisions of this Section 4.02,
(iii) agrees that the Trustee and the Depositor shall require a certificate
substantially in the form of Exhibit L hereto and
(iv) hereby agrees to execute all instruments of transfer and to do all other
things necessary in connection with any such sale, and the rights of each Person
acquiring or holding any Ownership Interest in the Class A-R Certificate are
expressly subject to the following provisions:

       

      (1) Each
Person acquiring or holding any Ownership Interest in the Class A-R Certificate
shall be a Permitted Transferee and shall promptly give written notice to the
Trustee of any change or impending change in its status as a Permitted
Transferee.

       

      (2) In
connection with any proposed transfer of any Ownership Interest in the Class A-R
Certificate, the Trustee shall require delivery to it and the proposed
transferee shall execute and deliver to the transferor and the Trustee, an
affidavit (a “Residual
Transfer Affidavit”), substantially in the form attached hereto as Exhibit M,
representing and warranting among other things, that such transferee is a
Permitted Transferee and that it is not

       


      
        
           


        

        
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      acquiring
its Ownership Interest in the Class A-R Certificate as a nominee, trustee or
agent for any Person who is not a Permitted Transferee.  Such
affidavit shall also contain, but not be limited to, the statement of the
transferee that (i) the transferee historically has paid its debts as they have
come due and intends to do so in the future, (ii) the transferee understands
that it may incur tax liabilities in excess of cash flows generated by the
residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due, (iv) the transferee will not
cause income with respect to the Class A-R Certificate to be attributable to a
foreign permanent establishment or fixed base, within the meaning of an
applicable treaty, of such transferee or any other person and (v) the transferee
will not transfer the Class A-R Certificate to any Person that does not provide
an affidavit substantially in the form attached as Exhibit M
hereto.

       

      (3) Notwithstanding
the delivery of a Residual Transfer Affidavit by a proposed transferee under
clause (2) above, if a Responsible Officer of the Trustee has actual knowledge
that the proposed transferee is not a Permitted Transferee, the Trustee shall
not consent to a transfer to such proposed transferee, and no transfer of any
Ownership Interest to such proposed transferee shall be effected.

       

      (4) Each
Person acquiring or holding any Ownership Interest in the Class A-R Certificate
shall agree (A) to require a Residual Transfer Affidavit from any other Person
to whom such Person attempts to transfer its Ownership Interest in the Class A-R
Certificate and (B) not to transfer its Ownership Interest unless it provides a
certificate to the Trustee that the transferor has no actual knowledge that the
proposed transferee is not a Permitted Transferee and no knowledge or reason to
know that the statements made by the transferee with respect to clauses (i) and (iii) of the last
sentence of Section 4.02(h)(2)
are false.

       

      (i) Notwithstanding
the foregoing, the rights of a Person acquiring or holding any Ownership
Interest in the Class A-R Certificate are expressly subject to the following
provisions:

       

      (1) The
Trustee shall notify the Depositor upon actual knowledge of a Responsible
Officer of the Trustee that the registration of transfer of the Class A-R
Certificate was not in fact permitted by Section 4.02.  Upon
actual knowledge of a Responsible Officer of the Trustee that any transfer or
purported transfer has been made in violation of the provisions of this Section 4.02,
such transfer or purported transfer shall be void ab initio, and the Trustee
shall make any payments due after the date of such actual knowledge or notice to
the last preceding Permitted Transferee and the last preceding Permitted
Transferee shall be restored to all rights as holder thereof retroactive to the
date of registration of such transfer or purported transfer of the Class A-R
Certificate, and the Trustee shall re-register such Permitted Transferee as the
holder of the Class A-R Certificate hereunder.  The
Trustee

       


      
        
           


        

        
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      shall not
have any liability to any person for any registration of transfer of the Class
A-R Certificate that is in fact not permitted by this Section 4.02 or
so long as the transfer was registered in compliance with the provisions of this
Section 4.02,
for making any payments due on the Class A-R Certificate to the holder or
purported holder thereof or for taking, any other action with respect to such
holder or purported holder under the provisions of this Trust
Agreement.

       

      (2) The
Trustee, upon actual notice to a Responsible Officer that the Class A-R
Certificate has been transferred, either directly or indirectly, to any person
that is a Disqualified Organization or an agent thereof (including a broker,
nominee or middleman), shall furnish within 60 days of such notice or such
sooner time as may be required by applicable law, to the Internal Revenue
Service and the transferor of the Class A-R Certificate (or such agent) such
information reasonably available to the Trustee necessary to the application of
Section 860E(e) of the Code as may be required by the Code, including but
not limited to the present value of the total anticipated excess inclusions with
respect to the Class A-R Certificate for periods after such
transfer.  The Trustee may require reasonable compensation for
providing such information (in which case such amount shall be permitted to be
withdrawn from the Certificate Account); provided, however, that the
Trustee shall in no event be excused from furnishing such
information.

       

      For
purposes of this Trust Agreement, a “Permitted Transferee”
is any person other than (1) the United States, any state or any political
subdivision thereof, any foreign government, any international organization or
any agency or instrumentality of any of the foregoing (other than an
instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Section 1381(a)(2)(C) of the
Code, or any organization (other than a farmers’ cooperative described in Code
Section 521) that is exempt from federal income tax unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511 (any
such entity, a “Disqualified
Organization”), (2) an entity treated as a U.S. partnership if any
partner thereof, directly or indirectly (other than through a U.S. corporation)
is (or is permitted to be under the partnership agreement) a Non Permitted
Foreign Holder, (3) a “United States person” as defined in Section 7701(a)(30)
of the Code with respect to whom the income on the Class A-R Certificate is
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of such person or any other United
States person, (4) an “electing large partnership” within the meaning of
Section 775 of the Code, (5) any other person designated by the Trustee based on
an Opinion of Counsel to the effect that any transfer to such person may cause
the Trust REMIC to fail to qualify as a REMIC or cause the Trust REMIC or any
person having an Ownership Interest in the Class A-R Certificate to incur a
liability for any federal tax imposed under the Code that would not be imposed
other than on account of such transfer, or (6) a person that is not a “United
States person” within the meaning of Section 7701(a)(30) of the Code, unless
that person (i) holds the Class A-R Certificate in connection with the conduct
of a U.S. trade or business and has furnished the transferor and the Trustee
with an

       


      
        
           


        

        
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      effective
Internal Revenue Service Form W-8ECI, or (ii) provides both the transferor and
the Trustee an Opinion of Counsel from a nationally recognized tax counsel that
such person’s ownership of the Class A-R Certificate will not be disregarded for
federal income tax purposes (any such person described in this clause (6), a
“Non Permitted Foreign
Holder”).

       

      (j) At the
option of the Certificateholders, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interests upon surrender of the Certificates to be
exchanged at the Corporate Trust Office.  Whenever any Certificates
are so surrendered for exchange, the Trustee shall execute and the Registrar
shall authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

       

      (k) Each
Certificate presented or surrendered for registration of transfer or exchange
shall (if so required by the Registrar) be duly endorsed by, or be accompanied
by a written instrument of transfer in form satisfactory to the Registrar duly
executed by, the Holder thereof or his attorney duly authorized in
writing.  Certificates delivered upon any such transfer or exchange
will evidence the same obligations, and will be entitled to the same rights and
privileges, as the Certificates surrendered.

       

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

       

      (m) All
Certificates surrendered for registration of transfer and exchange shall be
canceled by the Registrar and delivered to the Trustee for subsequent
destruction without liability on the part of either.

       

      Section
4.03 Mutilated, Destroyed, Lost
or Stolen Certificates.

       

      If (i)
any mutilated Certificate is surrendered to the Registrar or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and of the ownership thereof, and (ii) there is delivered to the
Trustee such security or indemnity as may be required by it to hold it and the
Registrar harmless, then the Trustee shall execute and the Registrar 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 but
bearing a number not contemporaneously outstanding.  Upon the issuance
of any new Certificate under this Section 4.03,
the Registrar 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 or the Registrar)
connected therewith.  Any duplicate Certificate issued pursuant to
this Section shall constitute complete and indefeasible evidence of ownership of
a like Percentage Interest as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.  All
Certificates surrendered to the Registrar under the terms of this Section 4.03
shall be canceled by the Registrar and delivered to the Trustee for subsequent
destruction without liability on the part of either.

       


      
        
           


        

        
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      Section
4.04 Persons Deemed
Owners.

       

      Prior to
due presentation of a Certificate for registration of transfer, the Trustee and
any agent of the Trustee 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 3.02 and
at any other time for all other purposes whatsoever, and none of the Trustee,
the Registrar, or any agent of the Trustee or the Registrar shall be affected by
notice to the contrary.

       

      Section
4.05 Transfer of Exchangeable
REMIC Certificates and Exchangeable Certificates.

       

      (a) Upon the
presentation and surrender by any Certificateholder of its Exchangeable REMIC
Certificates or Exchangeable Certificate in the appropriate Combination as set
forth in Exhibit
E hereto, such Certificateholder shall thereby transfer to the Trustee,
all of such Certificateholder’s right, title and interest in and to such
Exchangeable REMIC Certificates or Exchangeable Certificate, including all
payments of interest thereon received after the date of such presentation and
surrender and until such Certificateholder informs the Trustee that it wishes to
again hold its interest in the form of Exchangeable REMIC Certificates or
Exchangeable Certificate, as applicable.

       

      (b) The
Trustee acknowledges any transfer and assignment of Exchangeable REMIC
Certificates or Exchangeable Certificate pursuant to the foregoing paragraph,
and hereby declares that it will hold the same in trust for the
Certificateholders on the terms set forth in this Agreement, and shall treat
such Exchangeable REMIC Certificates and Exchangeable Certificate in accordance
with Section
3.07 of this Agreement.

       

      Section
4.06 Exchanges of Exchangeable
REMIC Certificates and Exchangeable Certificates.

       

      (a) The
Exchangeable Certificate shall be exchangeable on the books of DTC for
Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be
exchangeable on the books of DTC for the Exchangeable Certificate, on and after
the Closing Date, by notice to the Trustee substantially in the form of Exhibit F hereto or
under the terms and conditions hereinafter set forth and otherwise in accordance
with the procedures specified in this Agreement.

       

      (b) In the
case of each Combination, Exchangeable REMIC Certificates in such Combination
shall be exchangeable for the Exchangeable Certificate in respective
Denominations, determined based on the proportion that the Maximum Original
Class Balance of such Exchangeable REMIC Certificates bear to the Maximum
Original Class Balances of the related Exchangeable Certificates, as set forth
in Exhibit E
hereto.  Except as provided in Section 3.07 of this
Agreement, upon any such exchange, the portions of the Exchangeable REMIC
Certificates designated for exchange shall be deemed cancelled and replaced by
the Exchangeable Certificate issued in exchange
therefor.  Correspondingly, Exchangeable Certificate related to a
Combination may be further designated for exchange for Exchangeable REMIC
Certificates in such Combination in respective Denominations determined based on
the

       


      
        
           


        

        
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      proportion
that the Maximum Original Class Balance such Exchangeable REMIC Certificates
bears to the Maximum Original Class Balance of the related Exchangeable
Certificate, as set forth in Exhibit E
hereto.  There shall be no limitation on the number of exchanges
authorized pursuant to this Section 4.06, and,
except as provided below, no fee or other charge shall be payable to the Trustee
or DTC in connection therewith.

       

      (c) In order
to effect an exchange of Exchangeable REMIC Certificates or the Exchangeable
Certificate, the Certificateholder shall notify the Trustee by e mail at ctsspgexchanges@wellsfargo.com
no later than three Business Days before the proposed exchange
date.  The exchange date may be any Business Day other than the first
or last Business Day of the month, subject to the Trustee’s
approval.  In addition, the Certificateholder must provide notice on
the Certificateholder’s letterhead, which notice must carry a medallion stamp
guarantee and set forth the following information: the CUSIP number of each
Exchangeable REMIC Certificate or Exchangeable Certificate to be exchanged and
Exchangeable REMIC Certificates or Exchangeable Certificate to be received; the
outstanding portion of the Class Certificate Balance and the Maximum Original
Class Balance of the Exchangeable REMIC Certificates or Exchangeable Certificate
to be exchanged; the Certificateholder’s DTC participant number; and the
proposed exchange date.  After receiving the notice, the Trustee shall
e-mail the Certificateholder with wire payment instructions relating to the
exchange fee.  The Certificateholder will utilize the “deposit and
withdrawal system” at DTC to exchange the Certificates.  The Trustee
shall verify the proposed proportions to ensure that the principal and interest
entitlements of the Certificates received equal the entitlements of the
Certificates surrendered. If there is an error, the exchange will not occur
until such error is corrected.  Unless rejected for error, a notice
becomes irrevocable on the third Business Day before the proposed exchange
date.

       

      (d) Notwithstanding
any other provision herein set forth, a fee of $5,000 shall be payable to the
Trustee in connection with each exchange.

       

      (e) The
Trustee shall make the first distribution on an Exchangeable REMIC Certificate
or Exchangeable Certificate received in an exchange transaction on the
Distribution Date in the month following the month of the exchange to the
Certificateholder of record as of the close of business on the last day of the
month of the exchange.

       

      ARTICLE
V

      


      CERTAIN
TAX MATTERS

       

      Section
5.01 Returns.

       

      The
Trustee, on behalf of the Trust, shall prepare, execute and timely file returns
for each taxable year (the “REMIC Returns”) for
the Trust REMIC as may be required under the REMIC Provisions or corresponding
applicable state or local law (including, but not limited to IRS Form 1066
(Schedule Q)).  The Trustee, on behalf of the Trust, shall also
prepare and execute any returns as may be required under any other applicable
federal and state laws.  The Trustee shall maintain such information
and records, including but not limited to the income and

       


      
        
           


        

        
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      expenses
with respect to the Mortgage Certificates and other assets and liabilities of
the Trust Fund, and the adjusted basis of the Trust Fund and/or Trust REMIC
property determined at such intervals as may be required by the Code, as may be
necessary and appropriate to enable the preparation of any such returns, and
shall take any and all actions necessary to ensure that any such returns are
prepared and filed as required by this Section 5.01 and
applicable law.  The fiscal year of the Trust and the Trust REMIC
shall be the calendar year, and the books of the Trust REMIC shall be maintained
on the accrual method of accounting.  The Trustee shall also prepare,
execute and forward to the Certificateholders all information reports or tax
returns required with respect to the Trust REMIC (including information relating
to interest, original issue discount and market discount) as and when required
to be provided to the Certificateholders and to the Internal Revenue Service and
other governmental authorities in accordance with the REMIC Provisions and any
other applicable federal, state or local laws.

       

      Section
5.02 Election of REMIC
Status.

       

      The
parties intend that the Trust REMIC shall constitute, and that the affairs of
the Trust REMIC shall be conducted so as to qualify the Trust REMIC as a
REMIC.  In such manner as may be required by the Code, the Trustee
shall elect to treat the Trust REMIC as a REMIC and make the appropriate
designations in accordance with Section 2.03
hereof on the federal income tax return of the Trust REMIC for its first taxable
year, in accordance with the REMIC Provisions.  The Trustee, on behalf
of the Trust, shall make all other elections that may be required for the
qualification of the Trust REMIC as a REMIC under federal, state or local
law.

       

      Section
5.03 REMIC
Administration.

       

      The
Trustee shall, subject to the conditions specified in the penultimate sentence
of this Section 5.03,
(a) pay on behalf of the Trust REMIC the amount of any United States federal
income tax, including, without limitation, prohibited transaction taxes and
taxes on certain contributions to the Trust REMIC after the Startup Day, imposed
on the Trust REMIC when and as the same shall be due and payable (but such
obligation shall not prevent the Trustee or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall not prevent the
Trustee from withholding or depositing payment of such tax, if permitted by law,
pending the outcome of such proceedings) and (b) within 30 days of the Closing
Date, (i) obtain a taxpayer identification number for the Trust REMIC on Form
SS-4 and (ii) furnish or cause to be furnished to the Internal Revenue Service,
on Form 8811 or as may otherwise be required by the Code, the name, title and
address of the person that Certificateholders may contact for tax information
relating to their Certificates (and the Trustee shall act as the representative
of the Trust REMIC for this purpose), together with such additional information
as may be required by such Form, and shall update such information at the time
and in the manner required by the Code.  The Trustee shall not be
required to advance any funds other than funds made available pursuant to Section 3.01(a)
for any taxes paid by it pursuant to clause (a) of the preceding sentence,
except to the extent that such taxes are imposed as the result of the bad faith,
willful misfeasance or negligence of the Trustee in the performance of its
obligations hereunder.  The Trustee shall not knowingly take any
action, or omit to take any action, if such action or omission may cause the
Trust REMIC to fail to qualify as a REMIC during any taxable year.

       


      
        
           


        

        
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      ARTICLE
VI


       

      THE
TRUSTEE

       

      Section
6.01 Representation and
Warranties.

       

      The
Trustee represents and warrants to the Depositor as follows:

       

      (a) The
Trustee has been duly organized and is validly existing as a national banking
association with power and authority to own its properties and conduct its
business and to perform its obligations under this Trust Agreement.

       

      (b) This
Trust Agreement has been duly authorized, executed and delivered by the Trustee
and, assuming the valid execution thereof by the Depositor, is enforceable
against the Trustee in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors’ rights and by general equity
principles.

       

      (c) None of
the issuance or delivery of the Certificates, the consummation of any other of
the transactions contemplated herein, or compliance with the provisions of this
Trust Agreement, will conflict with or result in the breach of any material term
or provision of the charter or by laws of the Trustee, and the Trustee is not in
breach or violation of or in default (nor, to the best of the Trustee’s
knowledge, has an event occurred which with notice or lapse of time or both
would constitute a default) under the terms of (i) any material agreement to
which the Trustee is a party or by which it or its properties are bound, or (ii)
any law, decree, order, rule or regulation applicable to the Trustee of any
court or supervisory, regulatory, administrative or governmental agency, body or
authority, or arbitrator having jurisdiction over its properties, the default in
or the breach or violation of which would have a material adverse effect on the
Trustee or the ability of the Trustee to perform its obligations under this
Trust Agreement.

       

      (d) No filing
or registration with, notice to, or consent, approval, authorization or order or
other action of any court or governmental authority or agency is required for
the consummation by the Trustee of the transactions contemplated by this Trust
Agreement, except such as have been obtained.

       

      Section
6.02 Directions to
Trustee.

       

      The
Trustee is hereby directed:

       

      (a) to accept
assignment of the Mortgage Certificates (and in connection therewith to execute
such investment representation letters or similar instruments as may be required
by the trustee, registrar, administrator or transfer agent for the Underlying
Transaction) and to hold the Trust Fund in trust for the
Certificateholders;

       

      (b) to issue,
execute and deliver the Certificates substantially in the forms annexed hereto
in accordance with the terms of this Trust Agreement; and

       


      
        
           


        

        
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      (c) to take
all other actions as shall be required to be taken by the terms of this Trust
Agreement.

       

      Section
6.03 Liability of the
Trustee.

       

      The
Trustee shall be liable in accordance herewith only to the extent provided in
Section 6.05 and
only to the extent of the obligations specifically imposed upon and undertaken
by the Trustee herein, and no implied covenants or obligations shall be read
into this Trust Agreement against the Trustee.

       

      The
Trustee, upon receipt of all certificates, opinions, documents or other
instruments furnished to the Trustee which are specifically required to be
furnished pursuant to any provision of this Trust Agreement, shall determine
whether they are in the form required by this Trust Agreement; provided, however, that the
Trustee shall not be responsible for the accuracy or content of any such
certificate, opinion, document or other instrument furnished to it pursuant to
this Trust Agreement.

       

      The
Trustee 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 the Certificateholders under this Agreement, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent
facts.

       

      The
Trustee shall not be required to expend or risk its own funds or otherwise incur
any 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, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of any
of the obligations of the Depositor or any other Person.

       

      The
Trustee may request and rely upon, and shall be protected in acting or
refraining from acting upon, any resolution, Opinion of Counsel, Officer’s
Certificate, certificate of auditors or any other certificate, statement
(including, without limitation, any Mortgage Certificate Distribution Date
Statement), instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document reasonably believed by it to be
genuine and to have been signed or presented by the proper party or parties, and
the manner of obtaining consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

       

      The
Trustee may consult with counsel, and any advice of such counsel or 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 advice or Opinion of Counsel.

       

      The
Trustee shall be under no obligation to exercise any of the rights 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

       


      
        
           


        

        
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      provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee security or indemnity reasonably satisfactory to the Trustee against the
costs, expenses and liabilities which may be incurred therein or
thereby.

       

      The right
of the Trustee to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and the Trustee shall not be answerable for
other than its negligence or willful misconduct in the performance of any such
act.

       

      The
Trustee shall not be liable in its individual capacity for an error of judgment
made in good faith by a Responsible Officer or other officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts.

       

      The
Trustee shall not be liable in its individual capacity with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with this Agreement or at the direction of the by the Holders of Certificates
entitled to at least 51% of the aggregate voting rights of all Certificates,
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising or omitting to exercise any trust
or power conferred upon the Trustee, under this Agreement.

       

      The
Trustee shall not be required to give any bond or surety in respect of the
execution of the Trust Fund created hereby or the powers granted
hereunder.

       

      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 parties hereto.

       

      Section
6.04 Merger or Consolidation of
the Trustee.

       

      Any
Person into which the Trustee may be merged or consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to all or substantially all of the
corporate trust business of the Trustee shall be the successor of the Trustee
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 that such
Person shall satisfy the requirements for a successor trustee specified in the
first sentence of Section 6.09;
provided, further, 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
6.05 Limitation on Liability of
the Trustee and Others; Indemnification.

       

      In
entering into this Trust Agreement, the Trustee acts solely as trustee hereunder
and not in its individual capacity; and all persons having any claim under this
Trust Agreement or under the Certificates by reason of the transactions
contemplated hereby shall look only to the Trust Fund for payment or
satisfaction thereof, subject to this Section 6.05.  The
Trustee shall not be responsible for the validity or sufficiency of the Mortgage
Certificates, the Trust Fund,

       


      
        
           


        

        
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      any
assignment or registration, or for any depreciation in the value of the Trust
Fund, subject to this Section 6.05.  The
recitals and statements contained herein and in the Certificates (other than the
signature of the Trustee, the authentication of the Registrar on the
Certificates and the representations and warranties of the Trustee in Section 6.01)
shall be taken as the statements of the Depositor, and the Trustee assumes no
responsibility for the correctness of such recitals and statements.

       

      Neither
the Trustee nor any of the directors, officers, employees or agents of the
Trustee shall be under any liability to the Trust Fund or the Certificateholders
for any action taken, or for refraining from the taking of any action, in good
faith pursuant to this Trust Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Trustee or any such person against liability for
any breach of the warranty or representation made in Section 6.01
hereof or against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder.  The
Trustee and any of its directors, officers, employees or agents may rely in good
faith on any document of any kind prima facie properly executed and/or submitted
by any Person respecting any matter arising hereunder.  The Trustee
need not investigate any fact or matter stated within such
document.  The Trustee and any director, officer, employee or agent of
the Trustee shall be indemnified by the Trust Fund and held harmless against any
loss, liability, damage, tax, claim, action, suit, cost or expense of any nature
whatsoever incurred by, imposed on or asserted against the Trustee in any way
relating to or arising out of this Trust Agreement, the administration of the
Trust Fund, the action or inaction of the Trustee hereunder, or in connection
with investigating, preparing or defending any legal action, commenced or
threatened, relating to this Trust Agreement or the Mortgage Certificates, other
than any loss, liability, damage, tax, claim, action or suit incurred solely by
reason of willful misfeasance, bad faith or negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.  All sums due the Trustee pursuant to the foregoing
indemnity shall be reimbursable to the Trustee out of any distribution received
by the Trustee with respect to the Mortgage Certificates and shall be retained
by the Trustee prior to the deposit of any remaining distribution in the
Certificate Account pending distribution to Certificateholders in accordance
with Section 3.02.  The
Trustee shall not be under any obligation to appear in, prosecute or defend any
legal action except in connection with the Mortgage Certificates under the
circumstances described in Section 3.01;
provided, however, that the
Trustee shall, at the written request of Holders of Certificates entitled to at
least 66 2/3% of the aggregate voting rights of all Certificates, undertake any
such legal action which the Certificateholders making such request shall specify
with respect to this Trust Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder provided that such
Certificateholders shall have provided the Trust with such indemnity and/or
security against all costs and expenses of the Trustee (including legal fees and
expenses) as the Trustee may reasonably require.  All rights of
indemnification hereunder shall survive the termination of this Agreement and
the resignation or termination of the Trustee hereunder.

       

      Section
6.06 Delegation of Duty by
Trustee.

       

      In
carrying out its obligations under this Trust Agreement, the Trustee may act
either directly or through agents, attorneys, accountants, independent
contractors and auditors

       


      
        
           


        

        
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      and enter
into agreements with any of them and shall not be liable for the negligence,
default or misconduct of any such agents, attorneys, accountants, independent
contractors or auditors if such agents, attorneys, accountants, independent
contractors, custodians, nominees or auditors shall have been selected with
reasonable care.

       

      Section
6.07 Trustee
Fee.

       

      The
Trustee shall be entitled to receive the Trustee Fee (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust), for all services rendered by it in the execution of the trust created by
this Trust Agreement and in the exercise and performance of any of the powers
and duties under this Trust Agreement of the Trustee.

       

      No
provision of this Trust Agreement or of the Certificates shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or thereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

       

      Section
6.08 Resignation and Removal of
the Trustee.

       

      The
Trustee may at any time resign and be discharged from the trust hereby created
by giving written notice thereof to the Depositor.  Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
trustee by written instrument, one copy of which instrument shall be delivered
to the resigning Trustee, one copy to the successor trustee and one copy to the
Rating Agency.  If no successor trustee shall have been so appointed
and 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.  The Trustee
shall be paid all amounts owed to it hereunder upon its resignation or
withdrawal.

       

      If at any
time the Trustee shall become incapable of acting, or shall file a petition to
take advantage of any applicable insolvency, bankruptcy or reorganization
statute, or a receiver or conservator 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 Depositor may remove the Trustee and appoint a successor
trustee by written instrument, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor trustee and one copy to
the Rating Agency.

       

      The
Depositor or the Holders of Certificates entitled to at least 66 2/3% of the
aggregate voting rights of all Certificates may at any time remove the Trustee
with cause and appoint a successor trustee by written instrument or instruments,
signed by such Holders or their attorneys in fact duly authorized, one complete
set of which instruments shall be delivered to the Depositor, one complete set
to the Trustee so removed, one complete set to the successor so appointed and
one complete set to the Rating Agency.

       


      
        
           


        

        
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      Any
resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 6.09
hereof.

       

      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
6.09 Successor
Trustee.

       

      Any
successor trustee appointed as provided in Section 6.08
hereof shall be a bank, trust company or other fiduciary authorized to
administer trusts, subject to regulation or supervision by federal or state
authority and having a combined capital and surplus of at least
$50,000,000.  Any such successor trustee shall execute, acknowledge
and deliver to the Depositor 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 transfer to the successor trustee the Mortgage Certificates and
shall turn over all related documents and statements held
hereunder.  In addition, the predecessor Trustee and, upon request of
the successor trustee, the Depositor shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations, subject, however, to the payment of all amounts
due the predecessor Trustee under this Trust Agreement.

       

      In the
event that Wells Fargo Bank, N.A. is no longer the Trustee, the successor
trustee shall be entitled to receive as compensation for its respective
activities under this Agreement a monthly fee to be negotiated with the
Depositor and paid to such successor trustee from funds on deposit in the
Certificate Account as an Extraordinary Trust Expense.  The Depositor
shall notify the Rating Agency of the amount of such negotiated monthly
fee.

       

      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.  Upon acceptance of
appointment by a successor trustee as provided in this Section, the Depositor
shall mail notice of the succession of such Trustee hereunder to the Rating
Agency and to all Holders of Certificates at their addresses as shown in the
Certificate Register.  If the Depositor fails to mail such notice
within 10 days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Depositor.

       

      No
Trustee hereunder shall be personally liable hereunder by reason of any act or
failure to act of any predecessor or successor trustee hereunder.

       


      
        
           


        

        
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      Section
6.10 Compliance with REMIC
Provisions.

       

      The
Trustee shall at all times (a) exercise reasonable care to conduct the affairs
of the Trust REMIC at all times that any Class of Certificates is outstanding so
as to maintain the status of the Trust REMIC as a REMIC under the REMIC
Provisions and (b) exercise reasonable care not to take any action or omit to
take any action that would cause the termination of the status of the Trust
REMIC as a REMIC or that would subject the Trust REMIC to tax.  The
Trustee agrees to sign the federal and, if applicable, state and local income
tax or information returns or reports of the Trust REMIC.

       

      Section
6.11 REMIC
Losses.

       

      In the
event  that the Trust REMIC fails to qualify as a REMIC, loses its
status as a REMIC, or incurs federal, state or local taxes as a result of a
prohibited transaction or prohibited contribution under the REMIC Provisions, or
any grantor trust created hereunder fails to qualify as a grantor trust, loses
its status as a grantor trust or incurs federal, state or local taxes, in any
case, due solely to (i) the negligent performance by the Trustee of its duties
and obligations set forth herein or (ii) any state, local or franchise taxes
imposed upon the Trust Fund as a result of the location of the Trustee, the
Trustee shall indemnify the Trust Fund against any and all losses, claims,
damages, liabilities or expenses (“Losses”) resulting
from such negligence or location, as the case may be, including, without
limitation, any reasonable attorneys’ fees imposed on or incurred as a result of
a breach of the Trustee’s or any co-trustee’s covenants.

       

      ARTICLE
VII


       

      TERMINATION

       

      Section
7.01 Termination Upon
Distribution to Certificateholders or Upon Purchase by the Call Right
Holder.

       

      Subject
to Section 7.02,
this Trust Agreement and the respective obligations and responsibilities of the
Depositor and the Trustee created hereby shall terminate upon the earlier to
occur of (A) the final distribution to Certificateholders of all amounts
required to be distributed pursuant to Article III or (B)
the optional purchase by the Call Right Holder of the Mortgage Certificates in
the Trust Fund as described below; provided, however, that in no
event shall the trust created hereby continue beyond the expiration of 21 years
from the death of the survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James’s, living on the date
hereof.

       

      The Call
Right Holder may, at its option, purchase the Mortgage Certificates from the
Trust on any Distribution Date on which the Mortgage Certificate Balance as of
such Distribution Date is less than 10% of the certificate balance of the
Mortgage Certificates as of the Underlying Distribution Date in March 2009
(after giving effect to any distributions thereon on such date), at a price (a
“Termination
Price”) equal to the sum of (i) 100% of the certificate balance of the
Mortgage Certificates after giving effect to distributions on the Underlying
Distribution Date immediately preceding such Distribution Date plus one month’s
interest at the

       


      
        
           


        

        
          -55-

          
            

          

        

        
           


        

      


      Mortgage
Certificate Interest Rate on the Mortgage Certificate Balance as of the
Underlying Distribution Date occurring in the month preceding the month of such
Distribution Date and (ii) any Extraordinary Trust Expenses as of such
date.  Any such purchase shall be accomplished by the Call Right
Holder (a) providing written notice to the Trustee of its intention to purchase
the Mortgage Certificates no later than the end of the calendar month preceding
the month of the Final Distribution Date and (b) remitting, not later than
the Business Day preceding the Final Distribution Date, the Termination Price to
the Trustee for deposit into the Certificate Account.  If such right
is exercised, the Trustee shall, promptly following payment of the Termination
Price, release to the Call Right Holder or its designee the Mortgage
Certificates.

       

      Notice of
any termination, specifying the Final Distribution Date upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee by letter to Certificateholders mailed not earlier than the first day
and not later than the 15th day of the month of such final distribution
specifying (A) the Distribution Date upon which the final distribution on the
Certificates will be made upon presentation and surrender of the Certificates at
the office of the Trustee therein designated, (B) the amount of any such final
distribution and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office of the Trustee
therein specified; provided, however, that the
failure to give such notice will not entitle any Certificateholder to receive
any interest in excess of such Certificateholder’s Percentage Interest of the
allocation of such Class’s Interest Accrual Amount for such Final Distribution
Date.  Upon presentation and surrender of a Certificate, the Trustee
shall cause to be distributed to the Holder thereof such Holder’s final
distribution.

       

      On the
Final Distribution Date, any amount remaining on deposit in the Certificate
Account (other than amounts required to be distributed pursuant to Article III) after
payment to the Trustee of any amounts to which it is entitled hereunder will be
distributed on the Class A-R Certificate.

       

      Section
7.02 Additional Termination
Requirements.

       

      If the
Call Right Holder exercises its purchase option as provided in Section 7.01,
the Trust REMIC shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that the failure of the Trust to comply with the requirements of this
Section 7.02
will not (i) result in the imposition of taxes on “prohibited transactions” of
the Trust REMIC as defined in Section 860F of the Code, or (ii) cause the Trust
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

       

      (i) Within 90
days prior to the Final Distribution Date set forth in the notice given by the
Call Right Holder, the Trustee shall adopt a plan of liquidation for the Trust
REMIC specifying the first day in the 90-day liquidation period and meeting the
requirements of a “qualified liquidation” under Section 860F of the Code and any
regulations thereunder.  The Trustee shall attach such plans of
liquidation to the Trust REMIC’s final tax return;

       


      
        
           


        

        
          -56-

          
            

          

        

        
           


        

      


      


       

      (ii) During
such 90-day liquidation period, and at or prior to the time of making the final
payment on such Certificates, the Trustee shall sell the Mortgage Certificates
and all of the assets of the Trust REMIC to such Call Right Holder for cash;
and

       

      (iii) On the
date specified for final payment on the Certificates, the Trustee shall make
final distributions of principal and interest on the Certificates in accordance
with Section
3.02 and shall distribute or credit, or cause to be distributed or
credited, to holder of the Class A-R Certificate all cash on hand in the Trust
REMIC after such final payment (other than cash retained to meet claims) in
complete liquidation of the Trust REMIC.

       

      By its
acceptance of the Class A-R Certificate, the Holder thereof hereby agrees to
take such other action in connection with such plan of complete liquidation as
may be reasonably requested by the Depositor or the Trustee and if such action
is not requested, is deemed to adopt such a plan of complete liquidation when
the Mortgage Certificates are purchased pursuant to Section
7.01.

       

      Section
7.03 Failure of
Certificateholders to Surrender Certificates.

       

      In the
event that any of the Certificateholders shall not surrender their Certificates
for cancellation within six months after the Final Distribution Date, the
Trustee shall give a written notice to such remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto.  If within one year after such notice all the
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 and other
assets which remain subject to the Trust Fund.

       

      ARTICLE
VIII


       

      MISCELLANEOUS
PROVISIONS

       

      Section
8.01 Amendment.

       

      This
Trust Agreement may be amended from time to time by the Trustee and the
Depositor without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein which
may be inconsistent with any other provision herein, (iii) to maintain the
qualification of the Trust REMIC as a REMIC or prevent the imposition of United
States federal income tax on the Trust REMIC, (iv) to amend Section 3.10, (v) to
change the timing and/or nature of deposits into the Certificate Account
provided that such change shall not adversely affect in any material respect the
interests of any Certificateholder as evidenced by (a) an Opinion of Counsel
(which shall not be an expense of the Trustee), or (b) a letter from the Rating
Agency confirming that such action will not result in the reduction or
withdrawal of the then current rating of any outstanding Class of Certificates,
or (vi) to add such other provisions with respect to matters or questions
arising under this Trust

       


      
        
           


        

        
          -57-

          
            

          

        

        
           


        

      


      Agreement
that shall not be materially inconsistent with other provisions of this Trust
Agreement provided that such change shall not adversely affect in any material
respect the interests of any Certificateholder as evidenced by (a) an Opinion of
Counsel (which shall not be an expense of the Trustee), or (b) a letter from the
Rating Agency confirming that such action will not result in the reduction or
withdrawal of the then current rating of any outstanding Class of
Certificates.  This Trust Agreement may also be amended from time to
time by the Trustee and the Depositor with the consent of the Holders of
Certificates evidencing Percentage Interests aggregating not less than 66 2/3%
of each Class of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Trust Agreement or modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
amounts required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) reduce the percentage of the Certificates of
each affected Class the Holders of which are required to consent to any such
amendment without the consent of the Holders of all Certificates then
outstanding or (iii) permit the removal of the Trustee without
cause.

       

      Notwithstanding
any contrary provision of this Trust Agreement, the Trustee shall not consent to
any amendment to this Trust Agreement unless it shall have first received an
Opinion of Counsel (which shall not be an expense of the Trustee) to the effect
that such amendment is permitted hereunder and will not result in the imposition
of United States federal income tax on the Trust REMIC or any grantor trust
created hereunder and will not disqualify the Trust REMIC from treatment as a
REMIC for United States federal income tax purposes or disqualify the
Exchangeable Certificates Grantor Trust from treatment as one or more grantor
trusts for United States federal income tax purposes at any time that any
Certificates are outstanding.  The Trustee shall not be required to
consent to any amendment which, in its reasonable judgment, adversely affects
the interests of the Trustee hereunder.

       

      Promptly
after the execution of any amendment to this Trust Agreement requiring the
consent of Certificateholders, the Trustee shall furnish a copy of such
amendment to each Certificateholder and to the Rating Agency.

       

      The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

       

      Section
8.02 Limitation on Rights of
Certificateholders.

       

      The death
or incapacity of any Certificateholder shall not operate to terminate this Trust
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.

       

      No
Certificateholder shall have any right to vote (except as provided in Section 3.01,
Section 8.01 or
this Section 8.02) or
in any manner otherwise control the operation

       


      
        
           


        

        
          -58-

          
            

          

        

        
           


        

      


      and
management of the Trust Fund (except as provided in Section 3.01),
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 Trust Agreement
pursuant to any provision hereof.

       

      Except in
the case of an action, suit or proceeding against the Trustee in respect to a
breach or alleged breach of its duties and responsibilities hereunder, no
Certificateholder shall have any right by virtue of any provisions of this Trust
Agreement to institute any action, suit or proceeding in equity or at law upon
or under or with respect to this Trust Agreement unless such Holder previously
shall have given to the Trustee a written notice of the basis of such action,
suit or proceeding, and unless also the Holders of Certificates evidencing
Percentage Interests aggregating not less than 51% of the same Class of
Certificates 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 Holder of a Certificate and the Trustee,
that no one or more Holders of Certificates shall have any right in any manner
whatever by virtue of any provision of this Trust Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder of
Certificates, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all Holders of
Certificates.  For the protection and enforcement of the provisions of
this Section, each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.

       

      Any
consent, vote, waiver or like action to be taken by the Trustee with respect to
the Mortgage Certificates will be taken in accordance with the instructions of a
vote of affected Certificateholders.  The voting rights exercisable by
the Trustee on behalf of the Trust with respect to any proposals shall be
allocated to the Certificates without regard to Class.  The Trustee
will cast its vote in accordance with the instructions given by those
Certificateholders who hold a majority of the principal amount of the
Certificates from whom instructions are received (whether or not such
Certificateholders hold a majority of the entire such Class).  In the
event no such instructions are received, the Trustee shall not cast any
vote.

       

      Section
8.03 Limitation on Liability of
the Depositor and Others.

       

      Neither
the Depositor nor any of its directors, officers, employees or agents shall be
under any liability to the Trust or Certificateholders for any action taken, or
for refraining from the taking of any action, in good faith pursuant to this
Trust Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor or any other such person against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason of
reckless

       


      
        
           


        

        
          -59-

          
            

          

        

        
           


        

      


      disregard
of obligations and duties hereunder.  The Depositor and its directors,
officers, employees or agents may rely in good faith on any document of any kind
prima facie properly executed and/or submitted by any Person respecting any
matter arising hereunder.

       

      Section
8.04 Governing
Law.

       

      THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT APPLICATION OF THE CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

       

      Section
8.05 Notices.

       

      All
demands, notices and communications hereunder shall be in writing and shall be
deemed to have been duly given when delivered at (a) in the case of the
Depositor, Banc of America Funding Corporation, 214 North Tryon Street,
Charlotte, North Carolina 28255, Attention:  General Counsel and Chief
Financial Officer, or to such other address as may hereafter be furnished to the
Trustee in writing by the Depositor; and (b) in the case of the Trustee, at its
Corporate Trust Office, or to such other address as may hereafter be furnished
to the Depositor in writing by the Trustee.  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 to a Holder within the time prescribed
in this Trust Agreement shall be conclusively presumed to have been duly given
whether or not the Certificateholder receives such notice.  Any notice
mailed to the Trustee shall be effective only upon receipt.

       

      Section
8.06 Severability of
Provisions.

       

      If any
one or more of the covenants, agreements, provisions or terms of this Trust
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 Trust Agreement and shall in
no way affect the validity or enforceability of the other provisions of this
Trust Agreement or of the Certificates or the rights of the Holders
thereof.

       

      Section
8.07 Certificates Nonassessable
and Fully Paid.

       

      It is the
intention of this Agreement that Certificateholders shall not be personally
liable for obligations of the Trust, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust or for any reason whatsoever, and that the Certificates
upon execution, authentication and delivery thereof by the Trustee pursuant to
Section 2.02 are
and shall be deemed fully paid.

       


      
        
           


        

        
          -60-

          
            

          

        

        
           


        

      


      


       

      Section
8.08 Execution in
Counterparts.

       

      This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become a binding agreement when
one or more counterparts have been signed by each party and delivered to the
other party.

       


      
        
           


        

        
          -61-

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Depositor and the Trustee 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.

       

      
        
          
            	 
      	
                    BANC
      OF AMERICA FUNDING

                  
	 
      	
                    CORPORATION,

                  
	 
      	
                    as
      Depositor

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                                 /s/:  Scott
      Evans

                  
	 
      	
                    Name:

                  	
                    Scott
      Evans

                  
	 
      	
                    Title:

                  	
                    Senior
      Vice President

                  
	 
      	 
      	 
      
	 
      	
                    WELLS
      FARGO BANK, N.A.,

                  
	 
      	
                    as
      Trustee

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                              /s/:  Peter
      A. Gobell

                  
	 
      	
                    Name:

                  	
                    Peter
      A. Gobell

                  
	 
      	
                    Title:

                  	
                    Vice
      President

                  


          

        

      

      


       

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      STATE OF
MARYLAND          
)

           )
ss:

      COUNTY OF
HOWARD           
)

      


       

      On this
30th
day of March, 2009 before me, a notary public in and for the State of Maryland,
personally appeared Peter A. Gobell, known to me who, being by me duly sworn,
did depose and say that s/he is the Vice President of Wells Fargo Bank, N.A., a
national banking association, one of the parties that executed the foregoing
instrument; and that s/he signed his/her name thereto by order of the Board of
Directors of said association.

       

       

      


       

                   
                 /s/:  Cynthia
C. Day___________

      Notary
Public

       

      My
Commission Expires:

      February
23, 2011

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      STATE OF
NORTH
CAROLINA                  )


                                                                                 
)
ss:

      COUNTY OF
MECKLENBURG                     )

       

      On this
30th
day of March, 2009, before me, a notary public in and for the State of North
Carolina personally appeared Scott Evans, known to me who, being by me duly
sworn, did depose and say that he is a Senior Vice President of Banc of America
Funding Corporation, a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.

       

       

                                
      /s/:  Blair
Autrey___________________

      Notary
Public

       

      My
Commission Expires:

      October
4, 2010

      
        


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      



     

     

    
 

    EXHIBIT
A-A1

     

    FORM
OF CLASS A-1 CERTIFICATE

     

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

     

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

     

    THIS
CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE TRUST
AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
CERTIFICATES IN THE RELATED COMBINATION GROUP.

     

    NO
TRANSFER OF THIS CERTIFICATE TO A PLAN OR A PERSON ACTING ON BEHALF OF, OR USING
ASSETS OF, A PLAN SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 4.02 OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

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

     


    
      
         


      

      
        A-A1-1

        
          

        

      

      
         


      

    


    


    BANC OF
AMERICA FUNDING 2009-R3 TRUST

    MORTGAGE
CERTIFICATE-BACKED CERTIFICATES,

    SERIES
2009-R3, CLASS A-1

     

    EXCHANGEABLE
REMIC CERTIFICATE

     

    evidencing
a nonassessable, fully paid percentage

    interest
in a Trust Fund which consists primarily

    of
certain “Mortgage Certificates” (as defined in the

    Agreement
referred to herein)

     

    
      	
              Certificate
      No.:

            	
               

            
	
              
                Closing
      Date:

              

            	March
      30, 2009 
	
              First
      Distribution Date:

            	
              April
      20, 2009

            
	
              Pass
      Through Rate:

            	
              Variable

            
	
              Maximum
      Original Class Balance:

            	
              $5,981,561

            
	
              Denomination:

            	
              $[__________]

            
	
              CUSIP
      No.:

            	
              05954V
      AA4

            
	
              ISIN
      No.:

            	
              US05954VAA44

            


    

     

    This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor or the Trustee referred to below or any of their
respective Affiliates.  Neither this Certificate nor the Mortgage
Certificates are guaranteed or insured by any governmental agency or
instrumentality.

     

    THIS
CERTIFIES THAT __________ is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect to a
Trust Fund consisting primarily of Mortgage Certificates deposited by Banc of
America Funding Corporation (the “Depositor”).  The
Trust Fund was created pursuant to a Trust Agreement dated March 30, 2009 (the
“Agreement”)
between the Depositor 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 Agreement.  This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     

    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 Agreement or be valid
for any purpose unless manually authenticated by an authorized signatory of the
Registrar.

     

    


     


    
      
         


      

      
        A-A1-2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

     

    Dated:           March
30, 2009

     

    WELLS
FARGO BANK, N.A., as Trustee

     

    By: _______________________________                                                                   

     

    Authenticated:

     

    
      	
              By:
      ____________________________________

            	 


    

    
      	
               
      

            	
              Authorized
      Signatory of

            


    

    
      	
               
      

            	
              WELLS
      FARGO BANK, N.A., as Registrar

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
REVERSE OF CLASS A-1 CERTIFICATE

     

    BANC OF
AMERICA FUNDING 2009-R3 TRUST

     

    Mortgage
Certificate-Backed Certificates, Series 2009-R3

     

    This
Certificate is one of a duly authorized issue of Certificates designated as Banc
of America Funding 2009-R3 Trust, Mortgage Certificate-Backed Certificates, of
the Series specified on the face hereof (herein collectively called the “Certificates”), and
representing a beneficial ownership interest in the Trust Fund created by the
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 Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.

     

    This
Certificate does not purport to summarize the Agreement, and reference is made
to the 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 Agreement and to the extent funds are available, a
distribution will be made on the same day as each Mortgage Certificate
Distribution Date, commencing with the Mortgage Certificate Distribution Date in
April 2009 (the “Distribution Date”),
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.  The
Record Date applicable to each Distribution Date is as set forth in the
Agreement.

     

    Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the related
Distribution Date and such Certificateholder shall satisfy the conditions to
receive such form of payment set forth in the Agreement, or, if not, by check
mailed by first class mail to the address of such Certificateholder appearing in
the Certificate Register.  The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or such other location specified in the
notice to Certificateholders of such final distribution.

     

    The
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 Agreement at any time by the
Depositor and the Trustee with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the 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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register of
the Registrar upon surrender of this Certificate for registration of transfer at
the office of the Registrar accompanied by a written instrument of transfer in
form satisfactory to the 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 will be issued to the designated transferee
or transferees.

     

    The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement.  As provided in the
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
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Trustee, the Registrar or any such agent shall be affected by any notice to the
contrary.

     

    The
obligations and responsibilities created by the Agreement shall terminate upon
the earlier to occur of (A) the final distribution to Certificateholders of all
amounts required to be distributed pursuant to the Agreement or (B) the optional
purchase by the Call Right Holder of the Mortgage Certificates in the Trust Fund
at a purchase price determined as provided in the Agreement.  In no
event, however, will the trust created by the Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Fund.

     

    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
________________________________________________________________________.

     

    Statements
should be mailed to
__________________________________________________________________________________________________________________

     

    __________________________________________________________________________________________________________________________________________.

     

                                   
This information is provided by
___________________________________________________________________________________________________,

    the
assignee named above, or 
__________________________________________________________________________________________________________________,

    as its
agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-A2

     

    FORM
OF CLASS A-2 CERTIFICATE

     

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

     

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

     

    THIS
CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE TRUST
AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
CERTIFICATES IN THE RELATED COMBINATION GROUP.

     

    NO
TRANSFER OF THIS CERTIFICATE TO A PLAN OR A PERSON ACTING ON BEHALF OF, OR USING
ASSETS OF, A PLAN SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 4.02 OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

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

     


    
      
         


      

      
        A-A2-1

        
          

        

      

      
         


      

    


    


    BANC OF
AMERICA FUNDING 2009-R3 TRUST

    MORTGAGE
CERTIFICATE-BACKED CERTIFICATES,

    SERIES
2009-R3, CLASS A-2

     

    EXCHANGEABLE
REMIC CERTIFICATE

     

    evidencing
a nonassessable, fully paid percentage

    interest
in a Trust Fund which consists primarily

    of
certain “Mortgage Certificates” (as defined in the

    Agreement
referred to herein)

     

    
      	
              Certificate
      No.:

            	
               

            
	
              
                Closing
      Date:

              

            	 March
      30, 2009
	
              First
      Distribution Date:

            	
              April
      20, 2009

            
	
              Pass
      Through Rate:

            	
              Variable

            
	
              Maximum
      Original Class Balance:

            	
              $520,138

            
	
              Denomination:

            	
              $[__________]

            
	
              CUSIP
      No.:

            	
              05954V
      AB2

            
	
              ISIN
      No.:

            	
              US05954VAB27

            


    

     

    This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor or the Trustee referred to below or any of their
respective Affiliates.  Neither this Certificate nor the Mortgage
Certificates are guaranteed or insured by any governmental agency or
instrumentality.

     

    THIS
CERTIFIES THAT __________ is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect to a
Trust Fund consisting primarily of Mortgage Certificates deposited by Banc of
America Funding Corporation (the “Depositor”).  The
Trust Fund was created pursuant to a Trust Agreement dated March 30, 2009 (the
“Agreement”)
between the Depositor 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 Agreement.  This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     

    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 Agreement or be valid
for any purpose unless manually authenticated by an authorized signatory of the
Registrar.

     


    
      
         


      

      
        A-A2-2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

     

    Dated:                      March
30, 2009

     

    WELLS
FARGO BANK, N.A., as Trustee

     

    By: ________________________________                                                                  

     

    Authenticated:

     

    
      	
              By:
      __________________________________________

            	 


    

    
      	
               
      

            	
              Authorized
      Signatory of

            


    

    
      	
               
      

            	
              WELLS
      FARGO BANK, N.A., as Registrar

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
REVERSE OF CLASS A-2 CERTIFICATE

     

    BANC OF
AMERICA FUNDING 2009-R3 TRUST

     

    Mortgage
Certificate-Backed Certificates, Series 2009-R3

     

    This
Certificate is one of a duly authorized issue of Certificates designated as Banc
of America Funding 2009-R3 Trust, Mortgage Certificate-Backed Certificates, of
the Series specified on the face hereof (herein collectively called the “Certificates”), and
representing a beneficial ownership interest in the Trust Fund created by the
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 Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.

     

    This
Certificate does not purport to summarize the Agreement, and reference is made
to the 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 Agreement and to the extent funds are available, a
distribution will be made on the same day as each Mortgage Certificate
Distribution Date, commencing with the Mortgage Certificate Distribution Date in
April 2009 (the “Distribution Date”),
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.  The
Record Date applicable to each Distribution Date is as set forth in the
Agreement.

     

    Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the related
Distribution Date and such Certificateholder shall satisfy the conditions to
receive such form of payment set forth in the Agreement, or, if not, by check
mailed by first class mail to the address of such Certificateholder appearing in
the Certificate Register.  The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or such other location specified in the
notice to Certificateholders of such final distribution.

     

    The
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 Agreement at any time by the
Depositor and the Trustee with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the 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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register of
the Registrar upon surrender of this Certificate for registration of transfer at
the office of the Registrar accompanied by a written instrument of transfer in
form satisfactory to the 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 will be issued to the designated transferee
or transferees.

     

    The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement.  As provided in the
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
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Trustee, the Registrar or any such agent shall be affected by any notice to the
contrary.

     

    The
obligations and responsibilities created by the Agreement shall terminate upon
the earlier to occur of (A) the final distribution to Certificateholders of all
amounts required to be distributed pursuant to the Agreement or (B) the optional
purchase by the Call Right Holder of the Mortgage Certificates in the Trust Fund
at a purchase price determined as provided in the Agreement.  In no
event, however, will the trust created by the Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Fund.

     

    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
_________________________________________________________________________.

     

    Statements
should be mailed to
__________________________________________________________________________________________________________________

     

    __________________________________________________________________________________________________________________________________________.

     

    This
information is provided by
____________________________________________________________________________________________________,

    the
assignee named above,
or ___________________________________________________________________________________________________________________,

    as its
agent.

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-A3A

     

    FORM
OF RULE 144A GLOBAL CLASS A-3 CERTIFICATE

     

    RULE
144A CERTIFICATE

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE
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.

     

    THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”) OR
THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION
OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
THE TRUST AGREEMENT REFERRED TO HEREIN.

     

    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE (1) IN THE UNITED STATES, PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
AND (2) OUTSIDE THE UNITED STATES TO ENTITIES WHICH ARE INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT) WHICH ARE ALSO NOT “U.S. PERSONS” IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.

     

    SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED,

     


    
      
         


      

      
        A-A3A-1

        
          

        

      

      
         


      

    


    RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).

     

    EACH
PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY PURCHASING
THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH
CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AGREEMENT.

     

    NO
TRANSFER OF THIS CERTIFICATE TO A PLAN OR A PERSON ACTING ON BEHALF OF, OR USING
ASSETS OF, A PLAN SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 4.02 OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

    THIS
CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE TRUST
AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
CERTIFICATES IN THE RELATED COMBINATION GROUP.

     

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

     


    
      
         


      

      
        A-A3A-2

        
          

        

      

      
         


      

    


    


    BANC OF
AMERICA FUNDING 2009-R3 TRUST

    MORTGAGE
CERTIFICATE-BACKED CERTIFICATES,

    SERIES
2009-R3, CLASS A-3

     

    EXCHANGEABLE
REMIC CERTIFICATE

     

    evidencing
a nonassessable, fully paid percentage

    interest
in a Trust Fund which consists primarily

    of
certain “Mortgage Certificates” (as defined in the

    Agreement
referred to herein)

     

    
      	
              Certificate
      No.:

            	
               

            
	
              
                Closing
      Date:

              

            	March
      30, 2009 
	
              First
      Distribution Date:

            	
              April
      20, 2009

            
	
              Pass
      Through Rate:

            	
              Variable

            
	
              Maximum
      Original Class Balance:

            	
              $2,167,234

            
	
              Denomination:

            	
              $[__________]

            
	
              CUSIP
      No.:

            	
              05954V
      AD8

            
	
              ISIN
      No.:

            	
              US05954VAD82

            


    

     

    This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor or the Trustee referred to below or any of their
respective Affiliates.  Neither this Certificate nor the Mortgage
Certificates are guaranteed or insured by any governmental agency or
instrumentality.

     

    THIS
CERTIFIES THAT __________ is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect to a
Trust Fund consisting primarily of Mortgage Certificates deposited by Banc of
America Funding Corporation (the “Depositor”).  The
Trust Fund was created pursuant to a Trust Agreement dated  March 30,
2009 (the “Agreement”) between
the Depositor 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 Agreement.  This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     

    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 Agreement or be valid
for any purpose unless manually authenticated by an authorized signatory of the
Registrar.

     


    
      
         


      

      
        A-A3A-3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

     

    Dated:                      March
30, 2009

     

    WELLS
FARGO BANK, N.A., as Trustee

     

    By:  _____________________________________

    Authenticated:

     

    
      	
              By:
      _________________________________________

            	 


    

    
      	
               
      

            	
              Authorized
      Signatory of

            


    

    
      	
               
      

            	
              WELLS
      FARGO BANK, N.A., as Registrar

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
REVERSE OF RULE 144A GLOBAL CLASS A-3 CERTIFICATE

     

    BANC OF
AMERICA FUNDING 2009-R3 TRUST

     

    Mortgage
Certificate-Backed Certificates, Series 2009-R3

     

    This
Certificate is one of a duly authorized issue of Certificates designated as Banc
of America Funding 2009-R3 Trust, Mortgage Certificate-Backed Certificates, of
the Series specified on the face hereof (herein collectively called the “Certificates”), and
representing a beneficial ownership interest in the Trust Fund created by the
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 Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.

     

    This
Certificate does not purport to summarize the Agreement, and reference is made
to the 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 Agreement and to the extent funds are available, a
distribution will be made on the same day as each Mortgage Certificate
Distribution Date, commencing with the Mortgage Certificate Distribution Date in
April 2009 (the “Distribution Date”),
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.  The
Record Date applicable to each Distribution Date is as set forth in the
Agreement.

     

    Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the related
Distribution Date and such Certificateholder shall satisfy the conditions to
receive such form of payment set forth in the Agreement, or, if not, by check
mailed by first class mail to the address of such Certificateholder appearing in
the Certificate Register.  The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or such other location specified in the
notice to Certificateholders of such final distribution.

     

    The
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 Agreement at any time by the
Depositor and the Trustee with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the 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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register of
the Registrar upon surrender of this Certificate for registration of transfer at
the office of the Registrar accompanied by a written instrument of transfer in
form satisfactory to the 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 will be issued to the designated transferee
or transferees.

     

    The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement.  As provided in the
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
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Trustee, the Registrar or any such agent shall be affected by any notice to the
contrary.

     

    The
obligations and responsibilities created by the Agreement shall terminate upon
the earlier to occur of (A) the final distribution to Certificateholders of all
amounts required to be distributed pursuant to the Agreement or (B) the optional
purchase by the Call Right Holder of the Mortgage Certificates in the Trust Fund
at a purchase price determined as provided in the Agreement.  In no
event, however, will the trust created by the Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Fund.

     

    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
_____________________________________________________________________________.

     

    Statements
should be mailed to
__________________________________________________________________________________________________________________

     

    __________________________________________________________________________________________________________________________________________.

     

    This
information is provided by
_______________________________________________________________________________________________________________,

    the
assignee named above,
or  _________________________________________________________________________________________________________________,

    as its
agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-A3B

     

    FORM
OF TEMPORARY REGULATION S GLOBAL CLASS A-3 CERTIFICATE

     

    THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE
TRUST AGREEMENT REFERRED TO HEREIN.

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE
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.

     

    THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT.  ANY
RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE
SECURITIES ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE (1) IN THE UNITED STATES, PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
AND (2) OUTSIDE THE UNITED STATES TO ENTITIES WHICH ARE INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT) WHICH ARE ALSO NOT “U.S. PERSONS” IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.

     


    
      
         


      

      
        A-A3B-1

        
          

        

      

      
         


      

    


    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE WITHIN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) PRIOR TO THE EXCHANGE DATE
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

     

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

     

    EACH
PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY PURCHASING
THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH
CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AGREEMENT.

     

    NO
TRANSFER OF THIS CERTIFICATE TO A PLAN OR A PERSON ACTING ON BEHALF OF, OR USING
ASSETS OF, A PLAN SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 4.02 OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

    THIS
CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE TRUST
AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
CERTIFICATES IN THE RELATED COMBINATION GROUP.

     

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

     


    
      
         


      

      
        A-A3B-2

        
          

        

      

      
         


      

    


    BANC OF
AMERICA FUNDING 2009-R3 TRUST

    MORTGAGE
CERTIFICATE-BACKED CERTIFICATES,

    SERIES
2009-R3, CLASS A-3

     

    EXCHANGEABLE
REMIC CERTIFICATE

     

    evidencing
a nonassessable, fully paid percentage

    interest
in a Trust Fund which consists primarily

    of
certain “Mortgage Certificates” (as defined in the

    Agreement
referred to herein)

     

    
      	
              Certificate
      No.:

            	
               

            
	
              
                Closing
      Date:

              

            	March
      30, 2009 
	
              First
      Distribution Date:

            	
              April
      20, 2009

            
	
              Pass
      Through Rate:

            	
              Variable

            
	
              Maximum
      Original Class Balance:

            	
              $2,167,234

            
	
              Denomination:

            	
              $[__________]

            
	
              CUSIP
      No.:

            	
              U0595X
      AA3

            
	
              ISIN
      No.:

            	
              USU0595XAA38

            


    

     

    This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor or the Trustee referred to below or any of their
respective Affiliates.  Neither this Certificate nor the Mortgage
Certificates are guaranteed or insured by any governmental agency or
instrumentality.

     

    THIS
CERTIFIES THAT __________ is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect to a
Trust Fund consisting primarily of Mortgage Certificates deposited by Banc of
America Funding Corporation (the “Depositor”).  The
Trust Fund was created pursuant to a Trust Agreement dated  March 30,
2009 (the “Agreement”) between
the Depositor 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 Agreement.  This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     

    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 Agreement or be valid
for any purpose unless manually authenticated by an authorized signatory of the
Registrar.

     


    
      
         


      

      
        A-A3B-3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

     

    Dated:                      March
30, 2009

     

    WELLS
FARGO BANK, N.A., as Trustee

     

    By: ________________________________________                                                                      

     

    Authenticated:

     

    
      	
              By:
      ______________________________________

            	 	 


    

    
      	
               
      

            	
              Authorized
      Signatory of

            


    

    
      	
               
      

            	
              WELLS
      FARGO BANK, N.A., as Registrar

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
REVERSE OF TEMPORARY REGULATION S

    GLOBAL
CLASS A-3 CERTIFICATE

     

    BANC OF
AMERICA FUNDING 2009-R3 TRUST

     

    Mortgage
Certificate-Backed Certificates, Series 2009-R3

     

    This
Certificate is one of a duly authorized issue of Certificates designated as Banc
of America Funding 2009-R3 Trust, Mortgage Certificate-Backed Certificates, of
the Series specified on the face hereof (herein collectively called the “Certificates”), and
representing a beneficial ownership interest in the Trust Fund created by the
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 Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.

     

    This
Certificate does not purport to summarize the Agreement, and reference is made
to the 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 Agreement and to the extent funds are available, a
distribution will be made on the same day as each Mortgage Certificate
Distribution Date, commencing with the Mortgage Certificate Distribution Date in
April 2009 (the “Distribution Date”),
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.  The
Record Date applicable to each Distribution Date is as set forth in the
Agreement.

     

    Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the related
Distribution Date and such Certificateholder shall satisfy the conditions to
receive such form of payment set forth in the Agreement, or, if not, by check
mailed by first class mail to the address of such Certificateholder appearing in
the Certificate Register.  The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or such other location specified in the
notice to Certificateholders of such final distribution.

     

    The
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 Agreement at any time by the
Depositor and the Trustee with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the 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 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 Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register of
the Registrar upon surrender of this Certificate for registration of transfer at
the office of the Registrar accompanied by a written instrument of transfer in
form satisfactory to the 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 will be issued to the designated transferee
or transferees.

     

    The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement.  As provided in the
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
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Trustee, the Registrar or any such agent shall be affected by any notice to the
contrary.

     

    The
obligations and responsibilities created by the Agreement shall terminate upon
the earlier to occur of (A) the final distribution to Certificateholders of all
amounts required to be distributed pursuant to the Agreement or (B) the optional
purchase by the Call Right Holder of the Mortgage Certificates in the Trust Fund
at a purchase price determined as provided in the Agreement.  In no
event, however, will the trust created by the Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Fund.

     

    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
__________________________________________________________________________.

     

    Statements
should be mailed to
_________________________________________________________________________________________________________________

     

    _________________________________________________________________________________________________________________________________________.

     

    This
information is provided by
______________________________________________________________________________________________________________,

    the
assignee named above, or 
_________________________________________________________________________________________________________________,

    as its
agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-A3C

     

    FORM
OF PERMANENT REGULATION S GLOBAL CLASS A-3 CERTIFICATE

     

    THIS
CERTIFICATE IS A PERMANENT REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
ACT”). NEITHER THIS PERMANENT REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE
TRUST AGREEMENT REFERRED TO HEREIN.

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE
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.

     

    THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT.  ANY
RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE
SECURITIES ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE (1) IN THE UNITED STATES, PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
AND (2) OUTSIDE THE UNITED STATES TO ENTITIES WHICH ARE INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT) WHICH ARE ALSO NOT “U.S. PERSONS” IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.

     


    
      
         


      

      
        A-A3C-1

        
          

        

      

      
         


      

    


    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE WITHIN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) PRIOR TO THE EXCHANGE DATE
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

     

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

     

    EACH
PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY PURCHASING
THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH
CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AGREEMENT.

     

    NO
TRANSFER OF THIS CERTIFICATE TO A PLAN OR A PERSON ACTING ON BEHALF OF, OR USING
ASSETS OF, A PLAN SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 4.02 OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

    THIS
CERTIFICATE IS AN EXCHANGEABLE REMIC CERTIFICATE AS DESCRIBED IN THE TRUST
AGREEMENT REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE
CERTIFICATES IN THE RELATED COMBINATION GROUP.

     

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

     


    
      
         


      

      
        A-A3C-2

        
          

        

      

      
         


      

    


    BANC OF
AMERICA FUNDING 2009-R3 TRUST

    MORTGAGE
CERTIFICATE-BACKED CERTIFICATES,

    SERIES
2009-R3, CLASS A-3

     

    EXCHANGEABLE
REMIC CERTIFICATE

     

    evidencing
a nonassessable, fully paid percentage

    interest
in a Trust Fund which consists primarily

    of
certain “Mortgage Certificates” (as defined in the

    Agreement
referred to herein)

     

    
      	
              Certificate
      No.:

            	
               

            
	
              
                Closing
      Date:

              

            	
              March
      30, 2009

            
	
              First
      Distribution Date:

            	
              April
      20, 2009

            
	
              Pass
      Through Rate:

            	
              Variable

            
	
              Maximum
      Original Class Balance:

            	
              $2,167,234

            
	
              Denomination:

            	
              $[__________]

            
	
              CUSIP
      No.:

            	
              US0595X
      AA3

            
	
              ISIN
      No.:

            	
              USU0595XAA38

            


    

     

    This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor or the Trustee referred to below or any of their
respective Affiliates.  Neither this Certificate nor the Mortgage
Certificates are guaranteed or insured by any governmental agency or
instrumentality.

     

    THIS
CERTIFIES THAT __________ is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect to a
Trust Fund consisting primarily of Mortgage Certificates deposited by Banc of
America Funding Corporation (the “Depositor”).  The
Trust Fund was created pursuant to a Trust Agreement dated  March 30,
2009 (the “Agreement”) between
the Depositor 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 Agreement.  This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     

    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 Agreement or be valid
for any purpose unless manually authenticated by an authorized signatory of the
Registrar.

     


    
      
         


      

      
        A-A3C-3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

    


    Dated:                      March
30, 2009

     

    WELLS
FARGO BANK, N.A., as Trustee

     

    By:  ___________________________________                                                                

     

    Authenticated:

     

    
      	
              By:
      ________________________________________

            	 	 


    

    
      	
               
      

            	
              Authorized
      Signatory of

            


    

    
      	
               
      

            	
              WELLS
      FARGO BANK, N.A., as Registrar

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
REVERSE OF PERMANENT REGULATION S

    GLOBAL
CLASS A-3 CERTIFICATE

     

    BANC OF
AMERICA FUNDING 2009-R3 TRUST

     

    Mortgage
Certificate-Backed Certificates, Series 2009-R3

     

    This
Certificate is one of a duly authorized issue of Certificates designated as Banc
of America Funding 2009-R3 Trust, Mortgage Certificate-Backed Certificates, of
the Series specified on the face hereof (herein collectively called the “Certificates”), and
representing a beneficial ownership interest in the Trust Fund created by the
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 Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.

     

    This
Certificate does not purport to summarize the Agreement, and reference is made
to the 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 Agreement and to the extent funds are available, a
distribution will be made on the same day as each Mortgage Certificate
Distribution Date, commencing with the Mortgage Certificate Distribution Date in
April 2009 (the “Distribution Date”),
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.  The
Record Date applicable to each Distribution Date is as set forth in the
Agreement.

     

    Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the related
Distribution Date and such Certificateholder shall satisfy the conditions to
receive such form of payment set forth in the Agreement, or, if not, by check
mailed by first class mail to the address of such Certificateholder appearing in
the Certificate Register.  The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or such other location specified in the
notice to Certificateholders of such final distribution.

     

    The
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 Agreement at any time by the
Depositor and the Trustee with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the 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 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 Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register of
the Registrar upon surrender of this Certificate for registration of transfer at
the office of the Registrar accompanied by a written instrument of transfer in
form satisfactory to the 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 will be issued to the designated transferee
or transferees.

     

    The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement.  As provided in the
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
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Trustee, the Registrar or any such agent shall be affected by any notice to the
contrary.

     

    The
obligations and responsibilities created by the Agreement shall terminate upon
the earlier to occur of (A) the final distribution to Certificateholders of all
amounts required to be distributed pursuant to the Agreement or (B) the optional
purchase by the Call Right Holder of the Mortgage Certificates in the Trust Fund
at a purchase price determined as provided in the Agreement.  In no
event, however, will the trust created by the Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Fund.

     

    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
_________________________________________________________________________.

     

    Statements
should be mailed to
__________________________________________________________________________________________________________________

     

    __________________________________________________________________________________________________________________________________________.

     

    This
information is provided by
____________________________________________________________________________________________________,

    the
assignee named above,
or ___________________________________________________________________________________________________________________,

    as its
agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-A4

     

    FORM
OF CLASS A-4 CERTIFICATE

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE
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.

     

    FOR U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL
INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A GRANTOR TRUST
UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”).

     

    NO
TRANSFER OF THIS CERTIFICATE TO A PLAN OR A PERSON ACTING ON BEHALF OF, OR USING
ASSETS OF, A PLAN SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 4.02 OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

    THIS
CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE TRUST AGREEMENT
REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE REMIC CERTIFICATES
IN THE RELATED COMBINATION GROUP.

     

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

     


    
      
         


      

      
        A-A4-1

        
          

        

      

      
         


      

    


    


    BANC OF
AMERICA FUNDING 2009-R3 TRUST

    MORTGAGE
CERTIFICATE-BACKED CERTIFICATES,

    SERIES
2009-R3, CLASS A-4

     

    EXCHANGEABLE
CERTIFICATE

     

    evidencing
a nonassessable, fully paid percentage

    interest
in a Trust Fund which consists primarily

    of
certain “Mortgage Certificates” (as defined in the

    Agreement
referred to herein)

     

    
      	
              Certificate
      No.:

            	
               

            
	
              
                Closing
      Date:

              

            	March
      30, 2009 
	
              First
      Distribution Date:

            	
              April
      20, 2009

            
	
              Pass
      Through Rate:

            	
              Variable

            
	
              Maximum
      Original Class Balance:

            	
              $6,501,699

            
	
              Denomination:

            	
              $[__________]

            
	
              CUSIP
      No.:

            	
              05954V
      AC0

            
	
              ISIN
      No.:

            	
              US05954VAC00

            


    

     

    This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor or the Trustee referred to below or any of their
respective Affiliates.  Neither this Certificate nor the Mortgage
Certificates are guaranteed or insured by any governmental agency or
instrumentality.

     

    THIS
CERTIFIES THAT __________ is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect to a
Trust Fund consisting primarily of Mortgage Certificates deposited by Banc of
America Funding Corporation (the “Depositor”).  The
Trust Fund was created pursuant to a Trust Agreement dated  March 30,
2009 (the “Agreement”) between
the Depositor 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 Agreement.  This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     

    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 Agreement or be valid
for any purpose unless manually authenticated by an authorized signatory of the
Registrar.

     


    
      
         


      

      
        A-A4-2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

     

    Dated:                      March
30, 2009

     

    WELLS
FARGO BANK, N.A., as Trustee

     

    By: 
_________________________________                                                                    

     

    Authenticated:

     

    
      	
              By:
      __________________________________________

            	 


    

    
      	
               
      

            	
              Authorized
      Signatory of

            


    

    
      	
               
      

            	
              WELLS
      FARGO BANK, N.A., as Registrar

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
REVERSE OF CLASS A-4 CERTIFICATE

     

    BANC OF
AMERICA FUNDING 2009-R3 TRUST

     

    Mortgage
Certificate-Backed Certificates, Series 2009-R3

     

    This
Certificate is one of a duly authorized issue of Certificates designated as Banc
of America Funding 2009-R3 Trust, Mortgage Certificate-Backed Certificates, of
the Series specified on the face hereof (herein collectively called the “Certificates”), and
representing a beneficial ownership interest in the Trust Fund created by the
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 Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.

     

    This
Certificate does not purport to summarize the Agreement, and reference is made
to the 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 Agreement and to the extent funds are available, a
distribution will be made on the same day as each Mortgage Certificate
Distribution Date, commencing with the Mortgage Certificate Distribution Date in
April 2009 (the “Distribution Date”),
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.  The
Record Date applicable to each Distribution Date is as set forth in the
Agreement.

     

    Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the related
Distribution Date and such Certificateholder shall satisfy the conditions to
receive such form of payment set forth in the Agreement, or, if not, by check
mailed by first class mail to the address of such Certificateholder appearing in
the Certificate Register.  The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or such other location specified in the
notice to Certificateholders of such final distribution.

     

    The
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 Agreement at any time by the
Depositor and the Trustee with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the 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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register of
the Registrar upon surrender of this Certificate for registration of transfer at
the office of the Registrar accompanied by a written instrument of transfer in
form satisfactory to the 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 will be issued to the designated transferee
or transferees.

     

    The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement.  As provided in the
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
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Trustee, the Registrar or any such agent shall be affected by any notice to the
contrary.

     

    The
obligations and responsibilities created by the Agreement shall terminate upon
the earlier to occur of (A) the final distribution to Certificateholders of all
amounts required to be distributed pursuant to the Agreement or (B) the optional
purchase by the Call Right Holder of the Mortgage Certificates in the Trust Fund
at a purchase price determined as provided in the Agreement.  In no
event, however, will the trust created by the Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Fund.

     

    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
___________________________________________________________________.

     

    Statements
should be mailed to
__________________________________________________________________________________________________________________

     

    __________________________________________________________________________________________________________________________________________.

     

    This
information is provided by
____________________________________________________________________________________________________,

    the
assignee named above,
or ___________________________________________________________________________________________________________________,

    as its
agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-A5A

     

    FORM
OF RULE 144A GLOBAL CLASS A-5 CERTIFICATE

     

    RULE
144A CERTIFICATE

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE
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.

     

    THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”) OR
THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION
OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
THE TRUST AGREEMENT REFERRED TO HEREIN.

     

    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE (1) IN THE UNITED STATES, PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
AND (2) OUTSIDE THE UNITED STATES TO ENTITIES WHICH ARE INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT) WHICH ARE ALSO NOT “U.S. PERSONS” IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.

     

    FOR U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL
INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A GRANTOR TRUST
UNDER SUBPART E,

     


    
      
         


      

      
        A-A5A-1

        
          

        

      

      
         


      

    


    PART I OF
SUBCHAPTER J OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

     

    EACH
PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY PURCHASING
THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH
CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AGREEMENT.

     

    NO
TRANSFER OF THIS CERTIFICATE TO A PLAN OR A PERSON ACTING ON BEHALF OF, OR USING
ASSETS OF, A PLAN SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 4.02 OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

    THIS
CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE TRUST AGREEMENT
REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE REMIC CERTIFICATES
IN THE RELATED COMBINATION GROUP.

     

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

     


    
      
         


      

      
        A-A5A-2

        
          

        

      

      
         


      

    


    


    BANC OF
AMERICA FUNDING 2009-R3 TRUST

    MORTGAGE
CERTIFICATE-BACKED CERTIFICATES,

    SERIES
2009-R3, CLASS A-5

     

    EXCHANGEABLE
CERTIFICATE

     

    evidencing
a nonassessable, fully paid percentage

    interest
in a Trust Fund which consists primarily

    of
certain “Mortgage Certificates” (as defined in the

    Agreement
referred to herein)

     

    
      	
              Certificate
      No.:

            	
               

            
	
              
                Closing
      Date:

              

            	
              March
      30, 2009

            
	
              First
      Distribution Date:

            	
              April
      20, 2009

            
	
              Pass
      Through Rate:

            	
              Variable

            
	
              Maximum
      Original Class Balance:

            	
              $2,687,372

            
	
              Denomination:

            	
              $[__________]

            
	
              CUSIP
      No.:

            	
              05954V
      AE6

            
	
              ISIN
      No.:

            	
              US05954VAE65

            


    

     

    This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor or the Trustee referred to below or any of their
respective Affiliates.  Neither this Certificate nor the Mortgage
Certificates are guaranteed or insured by any governmental agency or
instrumentality.

     

    THIS
CERTIFIES THAT __________ is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect to a
Trust Fund consisting primarily of Mortgage Certificates deposited by Banc of
America Funding Corporation (the “Depositor”).  The
Trust Fund was created pursuant to a Trust Agreement dated  March 30,
2009 (the “Agreement”) between
the Depositor 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 Agreement.  This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     

    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 Agreement or be valid
for any purpose unless manually authenticated by an authorized signatory of the
Registrar.

     


    
      
         


      

      
        A-A5A-3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

     

    Dated:                      March
30, 2009

     

    WELLS
FARGO BANK, N.A., as Trustee

     

    By: __________________________________________                                                                   

     

    Authenticated:

     

    
      	
              By: 
      ________________________________________

            	 


    

    
      	
               
      

            	
              Authorized
      Signatory of

            


    

    
      	
               
      

            	
              WELLS
      FARGO BANK, N.A., as Registrar

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
REVERSE OF RULE 144A GLOBAL CLASS A-5 CERTIFICATE

     

    BANC OF
AMERICA FUNDING 2009-R3 TRUST

     

    Mortgage
Certificate-Backed Certificates, Series 2009-R3

     

    This
Certificate is one of a duly authorized issue of Certificates designated as Banc
of America Funding 2009-R3 Trust, Mortgage Certificate-Backed Certificates, of
the Series specified on the face hereof (herein collectively called the “Certificates”), and
representing a beneficial ownership interest in the Trust Fund created by the
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 Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.

     

    This
Certificate does not purport to summarize the Agreement, and reference is made
to the 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 Agreement and to the extent funds are available, a
distribution will be made on the same day as each Mortgage Certificate
Distribution Date, commencing with the Mortgage Certificate Distribution Date in
April 2009 (the “Distribution Date”),
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.  The
Record Date applicable to each Distribution Date is as set forth in the
Agreement.

     

    Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the related
Distribution Date and such Certificateholder shall satisfy the conditions to
receive such form of payment set forth in the Agreement, or, if not, by check
mailed by first class mail to the address of such Certificateholder appearing in
the Certificate Register.  The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or such other location specified in the
notice to Certificateholders of such final distribution.

     

    The
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 Agreement at any time by the
Depositor and the Trustee with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the 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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register of
the Registrar upon surrender of this Certificate for registration of transfer at
the office of the Registrar accompanied by a written instrument of transfer in
form satisfactory to the 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 will be issued to the designated transferee
or transferees.

     

    The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement.  As provided in the
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
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Trustee, the Registrar or any such agent shall be affected by any notice to the
contrary.

     

    The
obligations and responsibilities created by the Agreement shall terminate upon
the earlier to occur of (A) the final distribution to Certificateholders of all
amounts required to be distributed pursuant to the Agreement or (B) the optional
purchase by the Call Right Holder of the Mortgage Certificates in the Trust Fund
at a purchase price determined as provided in the Agreement.  In no
event, however, will the trust created by the Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Fund.

     

    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
____________________________________________________________________.

     

    Statements
should be mailed to
_________________________________________________________________________________________________________________

     

    _________________________________________________________________________________________________________________________________________.

     

    This
information is provided by
___________________________________________________________________________________________________,

    the
assignee named above, or
__________________________________________________________________________________________________________________,

    as its
agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-A5B

     

    FORM
OF TEMPORARY REGULATION S GLOBAL CLASS A-5 CERTIFICATE

     

    THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE
TRUST AGREEMENT REFERRED TO HEREIN.

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE
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.

     

    THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT.  ANY
RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE
SECURITIES ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE (1) IN THE UNITED STATES, PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
AND (2) OUTSIDE THE UNITED STATES TO ENTITIES WHICH ARE INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT) WHICH ARE ALSO NOT “U.S. PERSONS” IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.

     


    
      
         


      

      
        A-A5B-1

        
          

        

      

      
         


      

    


    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE WITHIN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) PRIOR TO THE EXCHANGE DATE
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

     

    FOR U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL
INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A GRANTOR TRUST
UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”).

     

    EACH
PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY PURCHASING
THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH
CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AGREEMENT.

     

    NO
TRANSFER OF THIS CERTIFICATE TO A PLAN OR A PERSON ACTING ON BEHALF OF, OR USING
ASSETS OF, A PLAN SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 4.02 OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

    THIS
CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE TRUST AGREEMENT
REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE REMIC CERTIFICATES
IN THE RELATED COMBINATION GROUP.

     

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

     


    
      
         


      

      
        A-A5B-2

        
          

        

      

      
         


      

    


    BANC OF
AMERICA FUNDING 2009-R3 TRUST

    MORTGAGE
CERTIFICATE-BACKED CERTIFICATES,

    SERIES
2009-R3, CLASS A-5

     

    EXCHANGEABLE
CERTIFICATE

     

    evidencing
a nonassessable, fully paid percentage

    interest
in a Trust Fund which consists primarily

    of
certain “Mortgage Certificates” (as defined in the

    Agreement
referred to herein)

     

    
      	
              Certificate
      No.:

            	
               

            
	
              
                Closing
      Date:

              

            	
              March
      30, 2009

            
	
              First
      Distribution Date:

            	
              April
      20, 2009

            
	
              Pass
      Through Rate:

            	
              Variable

            
	
              Maximum
      Original Class Balance:

            	
              $2,687,372

            
	
              Denomination:

            	
              $[__________]

            
	
              CUSIP
      No.:

            	
              U0595X
      AB1

            
	
              ISIN
      No.:

            	
              USU0595XAB11

            


    

     

    This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor or the Trustee referred to below or any of their
respective Affiliates.  Neither this Certificate nor the Mortgage
Certificates are guaranteed or insured by any governmental agency or
instrumentality.

     

    THIS
CERTIFIES THAT __________ is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect to a
Trust Fund consisting primarily of Mortgage Certificates deposited by Banc of
America Funding Corporation (the “Depositor”).  The
Trust Fund was created pursuant to a Trust Agreement dated  March 30,
2009 (the “Agreement”) between
the Depositor 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 Agreement.  This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     

    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 Agreement or be valid
for any purpose unless manually authenticated by an authorized signatory of the
Registrar.

     


    
      
         


      

      
        A-A5B-3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

     

    Dated:                      March
30, 2009

     

    WELLS
FARGO BANK, N.A., as Trustee

     

    By:
______________________________________                                                                      

     

    Authenticated:

     

    
      	
              By: 
      _____________________________________

            	 	 


    

    
      	
               
      

            	
              Authorized
      Signatory of

            


    

    
      	
               
      

            	
              WELLS
      FARGO BANK, N.A., as Registrar

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
REVERSE OF TEMPORARY REGULATION S

    GLOBAL
CLASS A-5 CERTIFICATE

     

    BANC OF
AMERICA FUNDING 2009-R3 TRUST

     

    Mortgage
Certificate-Backed Certificates, Series 2009-R3

     

    This
Certificate is one of a duly authorized issue of Certificates designated as Banc
of America Funding 2009-R3 Trust, Mortgage Certificate-Backed Certificates, of
the Series specified on the face hereof (herein collectively called the “Certificates”), and
representing a beneficial ownership interest in the Trust Fund created by the
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 Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.

     

    This
Certificate does not purport to summarize the Agreement, and reference is made
to the 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 Agreement and to the extent funds are available, a
distribution will be made on the same day as each Mortgage Certificate
Distribution Date, commencing with the Mortgage Certificate Distribution Date in
April 2009 (the “Distribution Date”),
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.  The
Record Date applicable to each Distribution Date is as set forth in the
Agreement.

     

    Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the related
Distribution Date and such Certificateholder shall satisfy the conditions to
receive such form of payment set forth in the Agreement, or, if not, by check
mailed by first class mail to the address of such Certificateholder appearing in
the Certificate Register.  The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or such other location specified in the
notice to Certificateholders of such final distribution.

     

    The
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 Agreement at any time by the
Depositor and the Trustee with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the 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 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 Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register of
the Registrar upon surrender of this Certificate for registration of transfer at
the office of the Registrar accompanied by a written instrument of transfer in
form satisfactory to the 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 will be issued to the designated transferee
or transferees.

     

    The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement.  As provided in the
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
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Trustee, the Registrar or any such agent shall be affected by any notice to the
contrary.

     

    The
obligations and responsibilities created by the Agreement shall terminate upon
the earlier to occur of (A) the final distribution to Certificateholders of all
amounts required to be distributed pursuant to the Agreement or (B) the optional
purchase by the Call Right Holder of the Mortgage Certificates in the Trust Fund
at a purchase price determined as provided in the Agreement.  In no
event, however, will the trust created by the Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Fund.

     

    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
___________________________________________________________________________.

     

    Statements
should be mailed to
__________________________________________________________________________________________________________________

     

    __________________________________________________________________________________________________________________________________________.

     

    This
information is provided by
____________________________________________________________________________________________________,

    the
assignee named above,
or  ___________________________________________________________________________________________________________________,

    as its
agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-A5C

     

    FORM
OF PERMANENT REGULATION S GLOBAL CLASS A-5 CERTIFICATE

     

    THIS
CERTIFICATE IS A PERMANENT REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
ACT”). NEITHER THIS PERMANENT REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE
TRUST AGREEMENT REFERRED TO HEREIN.

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE
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.

     

    THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT.  ANY
RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE
SECURITIES ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE (1) IN THE UNITED STATES, PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
AND (2) OUTSIDE THE UNITED STATES TO ENTITIES WHICH ARE INSTITUTIONAL INVESTORS
THAT ARE “ACCREDITED INVESTORS” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT) WHICH ARE ALSO NOT “U.S. PERSONS” IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.

     


    
      
         


      

      
        A-A5C-1

        
          

        

      

      
         


      

    


    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE WITHIN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) PRIOR TO THE EXCHANGE DATE
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

     

    FOR U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL
INTEREST IN THE ASSETS OF AN ARRANGEMENT THAT IS CLASSIFIED AS A GRANTOR TRUST
UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”).

     

    EACH
PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY PURCHASING
THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH
CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AGREEMENT.

     

    NO
TRANSFER OF THIS CERTIFICATE TO A PLAN OR A PERSON ACTING ON BEHALF OF, OR USING
ASSETS OF, A PLAN SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 4.02 OF THE
TRUST AGREEMENT REFERENCED HEREIN.

     

    THIS
CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AS DESCRIBED IN THE TRUST AGREEMENT
REFERENCED HEREIN AND MAY BE EXCHANGED FOR THE EXCHANGEABLE REMIC CERTIFICATES
IN THE RELATED COMBINATION GROUP.

     

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

     


    
      
         


      

      
        A-A5C-2

        
          

        

      

      
         


      

    


    BANC OF
AMERICA FUNDING 2009-R3 TRUST

    MORTGAGE
CERTIFICATE-BACKED CERTIFICATES,

    SERIES
2009-R3, CLASS A-5

     

    EXCHANGEABLE
CERTIFICATE

     

    evidencing
a nonassessable, fully paid percentage

    interest
in a Trust Fund which consists primarily

    of
certain “Mortgage Certificates” (as defined in the

    Agreement
referred to herein)

     

    
      	
              Certificate
      No.:

            	
               

            
	
              
                Closing
      Date:

              

            	 March
      30, 2009
	
              First
      Distribution Date:

            	
              April
      20, 2009

            
	
              Pass
      Through Rate:

            	
              Variable

            
	
              Maximum
      Original Class Balance:

            	
              $2,687,372

            
	
              Denomination:

            	
              $[__________]

            
	
              CUSIP
      No.:

            	
              U0595X
      AB1

            
	
              ISIN
      No.:

            	
              USU0595XAB11

            


    

     

    This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor or the Trustee referred to below or any of their
respective Affiliates.  Neither this Certificate nor the Mortgage
Certificates are guaranteed or insured by any governmental agency or
instrumentality.

     

    THIS
CERTIFIES THAT __________ is the registered owner of the Percentage Interest
evidenced by this Certificate in certain monthly distributions with respect to a
Trust Fund consisting primarily of Mortgage Certificates deposited by Banc of
America Funding Corporation (the “Depositor”).  The
Trust Fund was created pursuant to a Trust Agreement dated  March 30,
2009 (the “Agreement”) between
the Depositor 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 Agreement.  This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     

    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 Agreement or be valid
for any purpose unless manually authenticated by an authorized signatory of the
Registrar.

     


    
      
         


      

      
        A-A5C-3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

    


    Dated:                      March
30, 2009

     

    WELLS
FARGO BANK, N.A., as Trustee

     

    By: __________________________________                                                                     

     

    Authenticated:

     

    
      	
              By:
      _______________________________________

            	 	 


    

    
      	
               
      

            	
              Authorized
      Signatory of

            


    

    
      	
               
      

            	
              WELLS
      FARGO BANK, N.A., as Registrar

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
REVERSE OF PERMANENT REGULATION S

    GLOBAL
CLASS A-5 CERTIFICATE

     

    BANC OF
AMERICA FUNDING 2009-R3 TRUST

     

    Mortgage
Certificate-Backed Certificates, Series 2009-R3

     

    This
Certificate is one of a duly authorized issue of Certificates designated as Banc
of America Funding 2009-R3 Trust, Mortgage Certificate-Backed Certificates, of
the Series specified on the face hereof (herein collectively called the “Certificates”), and
representing a beneficial ownership interest in the Trust Fund created by the
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 Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.

     

    This
Certificate does not purport to summarize the Agreement, and reference is made
to the 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 Agreement and to the extent funds are available, a
distribution will be made on the same day as each Mortgage Certificate
Distribution Date, commencing with the Mortgage Certificate Distribution Date in
April 2009 (the “Distribution Date”),
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.  The
Record Date applicable to each Distribution Date is as set forth in the
Agreement.

     

    Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the related
Distribution Date and such Certificateholder shall satisfy the conditions to
receive such form of payment set forth in the Agreement, or, if not, by check
mailed by first class mail to the address of such Certificateholder appearing in
the Certificate Register.  The final distribution on each Certificate
will be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or such other location specified in the
notice to Certificateholders of such final distribution.

     

    The
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 Agreement at any time by the
Depositor and the Trustee with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the 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 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 Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register of
the Registrar upon surrender of this Certificate for registration of transfer at
the office of the Registrar accompanied by a written instrument of transfer in
form satisfactory to the 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 will be issued to the designated transferee
or transferees.

     

    The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement.  As provided in the
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
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Trustee, the Registrar or any such agent shall be affected by any notice to the
contrary.

     

    The
obligations and responsibilities created by the Agreement shall terminate upon
the earlier to occur of (A) the final distribution to Certificateholders of all
amounts required to be distributed pursuant to the Agreement or (B) the optional
purchase by the Call Right Holder of the Mortgage Certificates in the Trust Fund
at a purchase price determined as provided in the Agreement.  In no
event, however, will the trust created by the Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Fund.

     

    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
________________________________________________________________________.

     

    Statements
should be mailed to
__________________________________________________________________________________________________________________

     

    __________________________________________________________________________________________________________________________________________.

     

    This
information is provided by
____________________________________________________________________________________________________,

    the
assignee named above,
or ___________________________________________________________________________________________________________________,

    as its
agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-AR

     

    FORM
OF CLASS A-R CERTIFICATE

     

    THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS CERTIFICATE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE RE-OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT.

     

    THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE
144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A.

     

    THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST
AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT L TO THE TRUST
AGREEMENT.

     

    NO
TRANSFER OF THIS CERTIFICATE TO A PLAN OR A PERSON ACTING ON BEHALF OF, OR USING
ASSETS OF, A PLAN SHALL BE MADE.

     

    THIS
CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  EACH
TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED
THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO
DISQUALIFIED ORGANIZATIONS, NON U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH
IN SECTION 4.02 OF THE TRUST AGREEMENT AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT SUBSTANTIALLY IN THE FORM OF EXHIBIT M TO THE TRANSFEROR AND THE
TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT
(INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED
ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY
PAID ITS

     


    
      
         


      

      
        A-AR-1

        
          

        

      

      
         


      

    


    DEBTS AS
THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE,
(C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS
CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY
TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL
NOT CAUSE INCOME WITH RESPECT TO THIS CLASS A-R CERTIFICATE TO BE ATTRIBUTABLE
TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN
APPLICABLE TREATY, OF ITSELF OR ANY OTHER PERSON AND (F) IT WILL NOT TRANSFER
THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR
AFFIDAVIT.  ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR
OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF
THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
ANY PURPORTED TRANSFEREE.

     


    
      
         


      

      
        A-AR-2

        
          

        

      

      
         


      

    

     

     

    BANC OF
AMERICA FUNDING 2009-R3 TRUST

    MORTGAGE
CERTIFICATE-BACKED CERTIFICATES,

    SERIES
2009-R3, CLASS A-R

     

    evidencing
a nonassessable, fully paid percentage

    interest
in a Trust Fund which consists primarily

    of
certain “Mortgage Certificates” (as defined in the

    Agreement
referred to herein)

     

    
      	
              Certificate
      No.:

            	
               

            
	
              
                Closing
      Date:

              

            	March
      30, 2009
	
              First
      Distribution Date:

            	
              April
      20, 2009

            
	
              CUSIP
      No.:

            	
              05954V
      AF3

            
	
              ISIN
      No.:

            	
              US05954VAF31

            


    

     

    This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor or the Trustee referred to below or any of their
respective Affiliates.  Neither this Certificate nor the Mortgage
Certificates are guaranteed or insured by any governmental agency or
instrumentality.

     

    This
certifies that __________________ is the registered owner of 100% Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust Fund consisting primarily of Mortgage Certificates deposited
by Banc of America Funding Corporation (the “Depositor”).  The
Trust Fund was created pursuant to a Trust Agreement dated  March 30,
2009 (the “Agreement”) between
the Depositor 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 Agreement.  This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

     

    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.

     

    The final
distribution hereon will be made only upon presentment and surrender of this
Class A-R Certificate at the Corporate Trust Office of the Trustee.

     

    No
transfer of a Class A-R Certificate shall be made unless the Trustee shall have
received a representation letter from the transferee of such Certificate, in
form and substance satisfactory to the Trustee, to the effect that such
transferee is not an employee benefit plan or arrangement subject to Title I of
ERISA or Section 4975 of the Code, nor a person acting on behalf of, or using
assets of, any such plan or arrangement, which representation letter shall not
be an expense of the Trustee. Notwithstanding anything else to the contrary
herein, any purported transfer of a Class A-R Certificate to an employee benefit
plan or arrangement subject to Title I of ERISA or Section 4975 of the Code or
any person acting on behalf of, or using assets of, such a plan or arrangement,
shall be void and of no effect.

     


    
      
         


      

      
        A-AR-3

        
          

        

      

      
         


      

    


    Each
Holder of this Class A-R Certificate will be deemed to have agreed to be bound
by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership
Interest in this Class A-R Certificate may be transferred without delivery to
the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a
transfer certificate of the transferor, each of such documents to be in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Class A-R Certificate must agree to require a transfer
affidavit and to deliver a transfer certificate to the Trustee as required
pursuant to the Agreement, (iv) each person holding or acquiring an Ownership
Interest in this Class A-R Certificate must agree not to transfer an Ownership
Interest in this Class A-R Certificate if it has actual knowledge that the
proposed transferee is not a Permitted Transferee and (v) any attempted or
purported transfer of any Ownership Interest in this Class A-R Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee.

     

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

     


    
      
         


      

      
        A-AR-4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

     

    Dated:                      March
30, 2009

     

    WELLS
FARGO BANK, N.A., as Trustee

     

    By:
__________________________________                                                                    

     

    Authenticated:

     

    
      	
              By:
      _____________________________________

            	 	 


    

    
      	
               
      

            	
              Authorized
      Signatory of

            


    

    
      	
               
      

            	
              WELLS
      FARGO BANK, N.A., as Registrar

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM OF
REVERSE OF CLASS A-R CERTIFICATE

     

    BANC OF
AMERICA FUNDING 2009-R3 TRUST

     

    Mortgage
Certificate-Backed Certificates, Series 2009-R3

     

    This
Certificate is one of a duly authorized issue of Certificates designated as Banc
of America Funding 2009-R3 Trust, Mortgage Certificate-Backed Certificates, of
the Series specified on the face hereof (herein collectively called the “Certificates”), and
representing a beneficial ownership interest in the Trust Fund created by the
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 Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.

     

    This
Certificate does not purport to summarize the Agreement, and reference is made
to the 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 Agreement and to the extent funds are available, a
distribution will be made on the same day as each Mortgage Certificate
Distribution Date, commencing with the Mortgage Certificate Distribution Date in
April 2009 (the “Distribution Date”),
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.  The
Record Date applicable to each Distribution Date is as set forth in the
Agreement.

     

    Distributions
on this Certificate shall be made by check mailed by first class mail to the
address of such Certificateholder appearing in the Certificate
Register.

     

    The
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 Agreement at any time by the
Depositor and the Trustee with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the 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 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 Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register of
the Registrar upon surrender of this Certificate for registration of transfer at
the office of the Registrar accompanied by a written instrument of transfer in
form satisfactory to the 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 will be issued to the
designated transferee or transferees.

     

    The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement.  As provided in the
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
Trustee and any agent of the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Trustee, the Registrar or any such agent shall be affected by any notice to the
contrary.

     

    The
obligations and responsibilities created by the Agreement shall terminate upon
the earlier to occur of (A) the final distribution to Certificateholders of all
amounts required to be distributed pursuant to the Agreement or (B) the optional
purchase by the Call Right Holder of the Mortgage Certificates in the Trust Fund
at a purchase price determined as provided in the Agreement.  In no
event, however, will the trust created by the Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Fund.

     

    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
______________________________________________________________________.

     

    Statements
should be mailed to
___________________________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________________________________________________.

     

    This
information is provided by
_____________________________________________________________________________________________________,

    the
assignee named above,
or  ____________________________________________________________________________________________________________________,

    as its
agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    SCHEDULE
OF MORTGAGE CERTIFICATES

     

    
      
        	
                Issuer/Issuing
      Entity

              	
                Class

              	
                Certificate
      Balance

              	
                Percentage

                Interest

              	
                Underlying
      Pooling Agreement

              
	
                Banc
      of America Mortgage 2006-B Trust

              	
                4-A-1

              	
                $8,668,933

              	
                7.60%

              	
                Pooling
      and Servicing Agreement, dated October 30, 2006, by and among Banc of
      America Mortgage Securities, Inc., Bank of America, National Association,
      and Wells Fargo Bank, N.A.

              


      

    

    


     


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    RELEVANT
SERVICING CRITERIA

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Servicing
      Criteria

                                            	
                                              Parties
      Responsible

                                            
	
                                              Reference

                                            	
                                              Criteria

                                            	 
      
	 
      	
                                              General
      Servicing Considerations

                                            	 
      
	
                                              1122(d)(1)(i)

                                            	
                                              Policies
      and procedures are instituted to monitor any performance or other triggers
      and events of default in accordance with the transaction
      agreements.

                                            	
                                              Trustee

                                            
	
                                              1122(d)(1)(ii)

                                            	
                                              If
      any material servicing activities are outsourced to third parties,
      policies and procedures are instituted to monitor the third party’s
      performance and compliance with such servicing activities.

                                            	
                                              Not
      applicable

                                            
	
                                              1122(d)(1)(iii)

                                            	
                                              Any
      requirements in the transaction agreements to maintain a back-up servicer
      for the pool assets are maintained.

                                            	
                                              Not
      applicable

                                            
	
                                              1122(d)(1)(iv)

                                            	
                                              A
      fidelity bond and errors and omissions policy is in 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 the
      terms of the transaction agreements.

                                            	
                                              Not
      applicable

                                            
	 
      	
                                              Cash
      Collection and Administration

                                            	 
      
	
                                              1122(d)(2)(i)

                                            	
                                              Payments
      on pool assets are deposited into the appropriate custodial bank accounts
      and related bank clearing accounts no more than two business days
      following receipt, or such other number of days specified in the
      transaction agreements.

                                            	
                                              Trustee

                                            
	
                                              1122(d)(2)(ii)

                                            	
                                              Disbursements
      made via wire transfer on behalf of an obligor or to an investor are made
      only by authorized personnel.

                                            	
                                              Trustee

                                            
	
                                              1122(d)(2)(iii)

                                            	
                                              Advances
      of funds or guarantees regarding collections, cash flows or distributions,
      and any interest or other fees charged for such advances, are made,
      reviewed and approved as specified in the transaction
      agreements.

                                            	
                                              Trustee

                                            
	
                                              1122(d)(2)(iv)

                                            	
                                              The
      related accounts for the transaction, such as cash 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
      transaction agreements.

                                            	
                                              Trustee

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Servicing
      Criteria

                                          	
                                            Parties
      Responsible

                                          
	
                                            Reference

                                          	
                                            Criteria

                                          	 
      
	
                                            1122(d)(2)(v)

                                          	
                                            Each
      custodial account is maintained at a federally 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 Rule 13k-1(b)(1) of the Securities Exchange
      Act.

                                          	
                                            Trustee

                                          
	
                                            1122(d)(2)(vi)

                                          	
                                            Unissued checks are safeguarded
      so as to prevent unauthorized access.

                                          	
                                            Trustee

                                          
	
                                            1122(d)(2)(vii)

                                          	
                                            Reconciliations
      are prepared on a monthly basis for 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
      specified in the transaction agreements.

                                          	
                                            Trustee

                                          
	 
      	
                                            Investor
      Remittances and Reporting

                                          	 
      
	
                                            1122(d)(3)(i)

                                          	
                                            Reports
      to investors, including those to be filed with 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 pool assets serviced by the
      Servicer.

                                          	
                                            Trustee

                                          
	
                                            1122(d)(3)(ii)

                                          	
                                            Amounts
      due to investors are allocated and remitted in accordance with timeframes,
      distribution priority and other terms set forth in the transaction
      agreements.

                                          	
                                            Trustee

                                          
	
                                            1122(d)(3)(iii)

                                          	
                                            Disbursements
      made to an investor are posted within two business days to the Servicer’s
      investor records, or such other number of days specified in the
      transaction agreements.

                                          	
                                            Trustee

                                          
	
                                            1122(d)(3)(iv)

                                          	
                                            Amounts
      remitted to investors per the investor reports agree with cancelled
      checks, or other form of payment, or custodial bank
      statements.

                                          	
                                            Trustee

                                          
	 
      	
                                            Pool
      Asset Administration

                                          	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Servicing
      Criteria

                                      	
                                        Parties
      Responsible

                                      	 
      
	
                                        Reference

                                      	
                                        Criteria

                                      	 
      	 
      
	
                                        1122(d)(4)(i)

                                      	
                                        Collateral
      or security on pool assets is maintained as required by the transaction
      agreements or related pool asset documents.

                                      	
                                        Not
      applicable

                                      
	
                                        1122(d)(4)(ii)

                                      	
                                        Pool
      asset and related documents are safeguarded as required by the transaction
      agreements

                                      	
                                        Not
      applicable

                                      
	
                                        1122(d)(4)(iii)

                                      	
                                        Any
      additions, removals or substitutions to the asset pool are made, reviewed
      and approved in accordance with any conditions or requirements in the
      transaction agreements.

                                      	
                                        Not
      applicable

                                      
	
                                        1122(d)(4)(iv)

                                      	
                                        Payments
      on pool  assets, including any payoffs, made in accordance with
      the related pool asset documents are posted to the Servicer’s obligor
      records maintained no more than two business days after receipt, or such
      other number of days specified in the transaction agreements, and
      allocated to principal, interest or other items (e.g., escrow) in
      accordance with the related pool asset documents.

                                      	
                                        Not
      applicable

                                      
	
                                        1122(d)(4)(v)

                                      	
                                        The
      Servicer’s records regarding the pool assets agree with the Servicer’s
      records with respect to an obligor’s unpaid principal
    balance.

                                      	
                                        Not
      applicable

                                      
	
                                        1122(d)(4)(vi)

                                      	
                                        Changes
      with respect to the terms or status of an obligor’s pool assets (e.g.,
      loan modifications or re-agings) are made, reviewed and approved by
      authorized personnel in accordance with the transaction agreements and
      related pool asset documents.

                                      	
                                        Not
      applicable

                                      
	
                                        1122(d)(4)(vii)

                                      	
                                        Loss
      mitigation or recovery actions (e.g., forbearance plans, modifications and
      deeds in lieu of foreclosure, foreclosures and repossessions, as
      applicable) are initiated, conducted and concluded in accordance with the
      timeframes or other requirements established by the transaction
      agreements.

                                      	
                                        Not
      applicable

                                      
	
                                        1122(d)(4)(viii)

                                      	
                                        Records
      documenting collection efforts are maintained during the period a pool
      asset 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 pool assets
      including, for example, phone calls, letters and payment rescheduling
      plans in cases where delinquency is deemed temporary (e.g., illness or
      unemployment).

                                      	
                                        Not
      applicable

                                      
	
                                        1122(d)(4)(ix)

                                      	
                                        Adjustments
      to interest rates or rates of return for pool assets with variable rates
      are computed based on the related pool asset documents.

                                      	
                                        Not
      applicable

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        C-3

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Servicing
      Criteria

                                	
                                  Parties
      Responsible

                                	 
      
	
                                  Reference

                                	
                                  Criteria

                                	 
      	 
      
	
                                  1122(d)(4)(x)

                                	
                                  Regarding
      any funds held in trust for an obligor (such as escrow
      accounts):  (A) such funds are analyzed, in accordance with the
      obligor’s pool asset 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 pool asset
      documents and state laws; and (C) such funds are returned to the obligor
      within 30 calendar days of full repayment of the related pool assets, or
      such other number of days specified in the transaction
      agreements.

                                	
                                  Not
      applicable

                                
	
                                  1122(d)(4)(xi)

                                	
                                  Payments
      made on behalf of an obligor (such as tax or insurance payments) are made
      on or before the related penalty or expiration dates, as indicated on the
      appropriate bills or notices for such payments, provided that such support
      has been received by the servicer at least 30 calendar days prior to these
      dates, or such other number of days specified in the transaction
      agreements.

                                	
                                  Not
      applicable

                                
	
                                  1122(d)(4)(xii)

                                	
                                  Any
      late payment penalties in connection with any payment to be made on behalf
      of an obligor are paid from the servicer’s funds and not charged to the
      obligor, unless the late payment was due to the obligor’s error or
      omission.

                                	
                                  Not
      applicable

                                
	
                                  1122(d)(4)(xiii)

                                	
                                  Disbursements
      made on behalf of an obligor are posted within two business days to the
      obligor’s records maintained by the servicer, or such other number of days
      specified in the transaction agreements.

                                	
                                  Not
      applicable

                                
	
                                  1122(d)(4)(xiv)

                                	
                                  Delinquencies,
      charge-offs and uncollectible accounts are recognized and recorded in
      accordance with the transaction agreements.

                                	
                                  Not
      applicable

                                
	
                                  1122(d)(4)(xv)

                                	
                                  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 agreements.

                                	
                                  Not
      applicable

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        C-4

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    ADDITIONAL
FORM 10-D DISCLOSURE

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    ADDITIONAL
      FORM 10-D DISCLOSURE

                                                     

                                                  
	
                                                    Item
      on Form 10-D

                                                  	
                                                    Party
      Responsible

                                                  
	
                                                    Item
      1: Distribution and Pool Performance Information

                                                     

                                                    Any
      information required by 1121 which is NOT included on the Monthly
      Statement

                                                  	
                                                    Trustee

                                                    Depositor

                                                  
	
                                                    Item
      2: Legal Proceedings

                                                     

                                                    Any
      legal proceeding pending against the following entities or their
      respective property, that is material to Certificateholders, including any
      proceedings known to be contemplated by governmental
      authorities:

                                                  	 
      
	
                                                    ▪
      Issuing Entity (Trust Fund)

                                                  	
                                                    Trustee
      and Depositor

                                                  
	
                                                    ▪
      Sponsor (Seller)

                                                  	
                                                    Depositor

                                                  
	
                                                    ▪
      Depositor

                                                  	
                                                    Depositor

                                                  
	
                                                    ▪
      Trustee

                                                  	
                                                    Trustee

                                                  
	
                                                    ▪
      Securities Administrator

                                                  	
                                                    Trustee

                                                  
	
                                                    ▪
      Servicer

                                                  	
                                                    Depositor

                                                  
	
                                                    ▪
      Master Servicer

                                                  	
                                                    Trustee

                                                  
	
                                                    ▪
      Custodian

                                                  	
                                                    Depositor

                                                  
	
                                                    ▪
      1110(b) Originator

                                                  	
                                                    Depositor

                                                  
	
                                                    ▪
      Any 1108(a)(2) Servicer (other than the Servicer or
    Trustee)

                                                  	
                                                    Trustee
      and Depositor

                                                  
	
                                                    ▪
      Any other party contemplated by 1100(d)(1)

                                                  	
                                                    Depositor

                                                  
	
                                                    Item
      3:  Sale of Securities and Use of Proceeds

                                                    Information
      from Item 2(a) of Part II of Form 10-Q:

                                                     

                                                    With
      respect to any sale of securities by the sponsor, depositor or issuing
      entity, that are backed by the same asset pool or are otherwise issued by
      the issuing entity, whether or not registered, provide the sales and use
      of proceeds information in Item 701 of Regulation S-K.  Pricing
      information can be omitted if securities were not
    registered.

                                                  	
                                                    Depositor

                                                  
	
                                                    Item
      4:  Defaults Upon Senior Securities

                                                     

                                                    Information
      from Item 3 of Part II of Form 10-Q:

                                                     

                                                    Report
      the occurrence of any Event of Default (after expiration of any grace
      period and provision of any required notice)

                                                  	
                                                    Trustee

                                                     

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    ADDITIONAL
      FORM 10-D DISCLOSURE

                                                     

                                                  
	
                                                    Item
      on Form 10-D

                                                  	
                                                    Party
      Responsible

                                                  
	
                                                    Item
      5:  Submission of Matters to a Vote of Security
      Holders

                                                     

                                                    Information
      from Item 4 of Part II of Form 10-Q

                                                  	
                                                    Trustee

                                                     

                                                  
	
                                                    Item
      6:  Significant Obligors of Pool Assets

                                                     

                                                    Item 1112(b) – Significant Obligor Financial
      Information*

                                                  	
                                                    Depositor

                                                  
	
                                                    *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Item.

                                                  	 
      
	
                                                    Item
      7:  Significant Enhancement Provider Information

                                                     

                                                    Item
      1114(b)(2) – Credit Enhancement Provider Financial
      Information*

                                                  	 
      
	
                                                    ▪
      Determining applicable disclosure threshold

                                                  	 
      
	
                                                    ▪
      Requesting required financial information or effecting incorporation by
      reference

                                                  	 
      
	
                                                    Item
      1115(b) – Derivative Counterparty Financial Information*

                                                  	 
      
	
                                                    ▪
      Determining current maximum probable exposure

                                                  	
                                                    Depositor

                                                  
	
                                                    ▪
      Determining current significance percentage

                                                  	 
      
	
                                                    ▪
      Requesting required financial information or effecting incorporation by
      reference

                                                  	 
      
	
                                                    *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Items.

                                                  	 
      
	
                                                    Item
      8:  Other Information

                                                     

                                                    Disclose
      any information required to be reported on Form 8-K during the period
      covered by the Form 10-D but not reported

                                                  	
                                                    Any
      party responsible for the applicable Form 8-K Disclosure
    item

                                                  
	
                                                    Item
      9:  Exhibits

                                                  	 
      
	
                                                    Monthly
      Statement to Certificateholders

                                                  	
                                                    Trustee

                                                  
	
                                                    Exhibits
      required by Item 601 of Regulation S-K, such as material
      agreements

                                                  	
                                                    Depositor

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    


    EXHIBIT
E

     

    ADDITIONAL
FORM 10-K DISCLOSURE

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        ADDITIONAL
      FORM 10-K DISCLOSURE

                                                      
	
                                                        Item
      on Form 10-K

                                                      	
                                                        Party
      Responsible

                                                      
	
                                                        Item
      9B:  Other Information

                                                        Disclose
      any information required to be reported on Form 8-K during the fourth
      quarter covered by the Form 10-K but not reported

                                                      	
                                                        Any
      party responsible for disclosure items on Form 8-K

                                                      
	
                                                        Item
      15:  Exhibits, Financial Statement Schedules

                                                      	
                                                        Trustee

                                                        Depositor

                                                      
	
                                                        Reg
      AB Item 1112(b):  Significant Obligors of Pool
      Assets

                                                      	 
      
	
                                                        Significant
      Obligor Financial Information*

                                                      	
                                                        Depositor

                                                      
	
                                                        *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Item.

                                                      	 
      
	
                                                        Reg
      AB Item 1114(b)(2):  Credit Enhancement Provider Financial
      Information

                                                      	 
      
	
                                                        ▪
      Determining applicable disclosure threshold

                                                      	 
      
	
                                                        ▪
      Requesting required financial information or effecting incorporation by
      reference

                                                      	 
      
	
                                                        *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Items.

                                                      	 
      
	
                                                        Reg
      AB Item 1115(b):  Derivative Counterparty Financial
      Information

                                                      	 
      
	
                                                        ▪
      Determining current maximum probable exposure

                                                      	
                                                        Depositor

                                                      
	
                                                        ▪
      Determining current significance percentage

                                                      	 
      
	
                                                        ▪
      Requesting required financial information or effecting incorporation by
      reference

                                                      	 
      
	
                                                        *This
      information need only be reported on the Form 10-D for the distribution
      period in which updated information is required pursuant to the
      Items.

                                                      	 
      
	
                                                        Reg
      AB Item 1117: Legal Proceedings

                                                         

                                                        Any
      legal proceeding pending against the following entities or their
      respective property, that is material to Certificateholders, including any
      proceedings known to be contemplated by governmental
      authorities:

                                                      	 
      
	
                                                        ▪
      Issuing Entity (Trust Fund)

                                                      	
                                                        Trustee
      and Depositor

                                                      
	
                                                        ▪
      Sponsor (Seller)

                                                      	
                                                        Depositor

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        E-1

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	
                                                                                  ADDITIONAL
      FORM 10-K DISCLOSURE

                                                                                
	
                                                                                  Item
      on Form 10-K

                                                                                	
                                                                                  Party
      Responsible

                                                                                
	
                                                                                  ▪
      Depositor

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  ▪
      Trustee

                                                                                	
                                                                                  Trustee

                                                                                
	
                                                                                  ▪
      Securities Administrator

                                                                                	
                                                                                  Trustee

                                                                                
	
                                                                                  ▪
      Master Servicer

                                                                                	
                                                                                  Trustee

                                                                                
	
                                                                                  ▪
      Servicer

                                                                                	
                                                                                  Trustee
      and Depositor

                                                                                
	
                                                                                  ▪
      Custodian

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  ▪
      1110(b) Originator

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  ▪
      Any 1108(a)(2) Servicer (other than the Servicer or
    Trustee)

                                                                                	
                                                                                  Trustee
      and Depositor

                                                                                
	
                                                                                  ▪
      Any other party contemplated by 1100(d)(1)

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  Reg
      AB Item 1119:  Affiliations and Relationships

                                                                                	 
      
	
                                                                                  Whether
      (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate of
      the following parties, and (b) to the extent known and material, any of
      the following parties are affiliated with one another:

                                                                                   

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  ▪
      Servicer

                                                                                	
                                                                                  Trustee
      and Depositor

                                                                                
	
                                                                                  ▪
      Trustee

                                                                                	
                                                                                  Trustee

                                                                                
	
                                                                                  ▪
      Master Servicer

                                                                                	
                                                                                  Trustee

                                                                                
	
                                                                                  ▪
      Securities Administrator

                                                                                	
                                                                                  Trustee

                                                                                
	
                                                                                  ▪
      Any other 1108(a)(3) servicer

                                                                                	
                                                                                  Trustee
      and Depositor

                                                                                
	
                                                                                  ▪
      Any 1110 Originator

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  ▪
      Any 1112(b) Significant Obligor

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  ▪
      Any 1114 Credit Enhancement Provider

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  ▪
      Any 1115 Derivate Counterparty Provider

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  ▪
      Any other 1101(d)(1) material party

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  Whether
      there are any “outside the ordinary course business arrangements” other
      than would be obtained in an arm’s length transaction between (a) the
      Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any
      of the following parties (or their affiliates) on the other hand, that
      exist currently or within the past two years and that are material to a
      Certificateholder’s understanding of the Certificates:

                                                                                   

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  ▪
      Servicer

                                                                                	
                                                                                  Trustee
      and Depositor

                                                                                
	
                                                                                  ▪
      Trustee

                                                                                	
                                                                                  Trustee

                                                                                
	
                                                                                  ▪
      Master Servicer

                                                                                	
                                                                                  Trustee

                                                                                
	
                                                                                  ▪
      Securities Administrator

                                                                                	
                                                                                  Trustee

                                                                                
	
                                                                                  ▪
      Any other 1108(a)(3) servicer

                                                                                	
                                                                                  Trustee
      and Depositor

                                                                                
	
                                                                                  ▪
      Any 1110 Originator

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  ▪
      Any 1112(b) Significant Obligor

                                                                                	
                                                                                  Depositor

                                                                                
	
                                                                                  ▪
      Any 1114 Credit Enhancement Provider

                                                                                	
                                                                                  Depositor

                                                                                


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        E-2

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                ADDITIONAL
      FORM 10-K DISCLOSURE

                                              
	
                                                Item
      on Form 10-K

                                              	
                                                Party
      Responsible

                                              
	
                                                ▪
      Any 1115 Derivate Counterparty Provider

                                              	
                                                Depositor

                                              
	
                                                ▪
      Any other 1101(d)(1) material party

                                              	
                                                Depositor

                                              
	
                                                Whether
      there are any specific relationships involving the transaction or the pool
      assets between (a) the Sponsor (Seller), Depositor or Issuing Entity on
      the one hand, and (b) any of the following parties (or their affiliates)
      on the other hand, that exist currently or within the past two years and
      that are material:

                                                 

                                              	
                                                Depositor

                                              
	
                                                ▪
      Servicer

                                              	
                                                Trustee
      and Depositor

                                              
	
                                                ▪
      Trustee

                                              	
                                                Trustee

                                              
	
                                                ▪
      Master Servicer

                                              	
                                                Trustee

                                              
	
                                                ▪
      Securities Administrator

                                              	
                                                Trustee

                                              
	
                                                ▪
      Any other 1108(a)(3) servicer

                                              	
                                                Trustee
      and Depositor

                                              
	
                                                ▪
      Any 1110 Originator

                                              	
                                                Depositor

                                              
	
                                                ▪
      Any 1112(b) Significant Obligor

                                              	
                                                Depositor

                                              
	
                                                ▪
      Any 1114 Credit Enhancement Provider

                                              	
                                                Depositor

                                              
	
                                                ▪
      Any 1115 Derivate Counterparty Provider

                                              	
                                                Depositor

                                              
	
                                                ▪
      Any other 1101(d)(1) material party

                                              	
                                                Depositor

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        E-3

        
          

        

      

      
         


      

    


    EXHIBIT
F

     

    FORM 8-K
DISCLOSURE INFORMATION

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  FORM
      8-K DISCLOSURE INFORMATION

                                                
	
                                                  Item
      on Form 8-K

                                                	
                                                  Party
      Responsible

                                                
	
                                                  Item
      1.01- Entry into a Material Definitive Agreement

                                                   

                                                  Disclosure
      is required regarding entry into or amendment of any definitive agreement
      that is material to the securitization, even if depositor is not a
      party.

                                                   

                                                  Examples:
      servicing agreement, custodial agreement.

                                                   

                                                  Note:
      disclosure not required as to definitive agreements that are fully
      disclosed in the prospectus

                                                	
                                                  All
      parties, but only to the extent they are a party

                                                
	
                                                  Item
      1.02- Termination of a Material Definitive Agreement

                                                   

                                                  Disclosure
      is required regarding termination of  any definitive agreement
      that is material to the securitization (other than expiration in
      accordance with its terms), even if depositor is not a party.

                                                   

                                                  Examples:
      servicing agreement, custodial agreement.

                                                	
                                                  All
      parties, but only to the extent they are a party

                                                
	
                                                  Item
      1.03- Bankruptcy or Receivership

                                                   

                                                  Disclosure
      is required regarding the bankruptcy or receivership, with respect to any
      of the following:

                                                   

                                                	
                                                  Depositor

                                                
	
                                                  ▪
      Sponsor (Seller)

                                                	
                                                  Depositor

                                                
	
                                                  ▪
      Depositor

                                                	
                                                  Depositor

                                                
	
                                                  ▪
      Servicer

                                                	
                                                  Trustee
      and Depositor

                                                
	
                                                  ▪
      Master Servicer

                                                	
                                                  Trustee

                                                
	
                                                  ▪
      Affiliated Servicer

                                                	
                                                  Depositor

                                                
	
                                                  ▪
      Other Servicer servicing 20% or more of the pool assets at the time of the
      report

                                                	
                                                  Trustee
      and Depositor

                                                
	
                                                  ▪
      Other material servicers

                                                	
                                                  Depositor

                                                
	
                                                  ▪
      Trustee

                                                	
                                                  Trustee

                                                
	
                                                  ▪
      Securities Administrator

                                                	
                                                  Trustee

                                                
	
                                                  ▪
      Significant Obligor

                                                	
                                                  Depositor

                                                
	
                                                  ▪
      Credit Enhancer (10% or more)

                                                	
                                                  Depositor

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        F-1

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          FORM
      8-K DISCLOSURE INFORMATION

                                        
	
                                          Item
      on Form 8-K

                                        	
                                          Party
      Responsible

                                        
	
                                          ▪
      Derivative Counterparty

                                        	
                                          Depositor

                                        
	
                                          ▪
      Custodian

                                        	
                                          Depositor

                                        
	
                                          Item
      2.04- Triggering Events that Accelerate or Increase a Direct Financial
      Obligation or an Obligation under an Off-Balance Sheet
      Arrangement

                                           

                                          Includes
      an early amortization, performance trigger or other event, including event
      of default, that would materially alter the payment priority/distribution
      of cash flows/amortization schedule.

                                           

                                          Disclosure
      will be made of events other than waterfall triggers which are disclosed
      in the monthly statements to the certificateholders.

                                        	
                                          Depositor

                                          Trustee

                                        
	
                                          Item
      3.03- Material Modification to Rights of Security Holders

                                           

                                          Disclosure
      is required of any material modification to documents defining the rights
      of Certificateholders, including the Pooling and Servicing
      Agreement.

                                        	
                                          Trustee

                                          Depositor

                                          (with
      respect to each, only to the extent they are a party)

                                        
	
                                          Item
      5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal
      Year

                                          Disclosure
      is required of any amendment “to the governing documents of the issuing
      entity”.

                                        	
                                          Depositor

                                        
	
                                          Item
      6.01- ABS Informational and Computational Material

                                           

                                        	
                                          Depositor

                                        
	
                                          Item
      6.02- Change of Servicer or Trustee

                                           

                                          Requires
      disclosure of any removal, replacement, substitution or addition of any
      Servicer, affiliated servicer, other servicer servicing 10% or more of
      pool assets at time of report, other material servicers or
      trustee.

                                        	
                                          Trustee/Depositor

                                        
	
                                          Reg
      AB disclosure about any new Servicer is also required.

                                        	
                                          Depositor

                                        
	
                                          Reg
      AB disclosure about any new Trustee is also required.

                                        	
                                          Trustee

                                        
	
                                          Item
      6.03- Change in Credit Enhancement or External Support

                                          Covers
      termination of any enhancement in manner other than by its terms, the
      addition of an enhancement, or a material change in the enhancement
      provided.  Applies to external credit enhancements as well as
      derivatives.

                                        	
                                          Depositor/Trustee

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        F-2

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    FORM
      8-K DISCLOSURE INFORMATION

                                  
	
                                    Item
      on Form 8-K

                                  	
                                    Party
      Responsible

                                  
	
                                    Reg
      AB disclosure about any new enhancement provider is also
      required.

                                  	
                                    Depositor

                                  
	
                                    Item
      6.04- Failure to Make a Required Distribution

                                  	
                                    Trustee

                                  
	
                                    Item
      6.05- Securities Act Updating Disclosure

                                     

                                    If
      any material pool characteristic differs by 5% or more at the time of
      issuance of the securities from the description in the final prospectus,
      provide updated Reg AB disclosure about the actual asset
    pool.

                                  	
                                    Depositor

                                  
	
                                    If
      there are any new servicers or originators required to be disclosed under
      Regulation AB as a result of the foregoing, provide the information called
      for in Items 1108 and 1110 respectively.

                                  	
                                    Depositor

                                  
	
                                    Item
      7.01- Reg FD Disclosure

                                  	
                                    Depositor

                                  
	
                                    Item
      8.01- Other Events

                                     

                                    Any
      event, with respect to which information is not otherwise called for in
      Form 8-K, that the registrant deems of importance to
      certificateholders.

                                  	
                                    Depositor

                                  
	
                                    Item
      9.01- Financial Statements and Exhibits

                                  	
                                    Responsible
      party for reporting/disclosing the financial statement or
      exhibit

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        F-3

        
          

        

      

      
         


      

    


    EXHIBIT
G

     

    FORM OF
SARBANES-OXLEY CERTIFICATION

     

    Banc of
America Funding Corporation

    Mortgage
Certificate-Backed Certificates,

    Series
2009-R3

    


    I,
[________], a [_____________] of Banc of America Funding Corporation (the
“Depositor”), certify that:

    


    
      	
              1.

            	
              I
      have reviewed this report on Form 10-K and all reports on Form 10-D
      required to be filed in respect of the period covered by this report on
      Form 10-K of the Banc of America Funding 2009-R3 Trust (the “Exchange Act
      Periodic Reports”);

            


    

    


    
      	
              2.

            	
              Based
      on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do
      not contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with
      respect to the period covered by this
report;

            


    

    


    
      	
              3.

            	
              Based
      on my knowledge, all of the distribution, servicing and other information
      required to be provided under Form 10-D for the period covered by this
      report is included in the Exchange Act Periodic
  Reports;

            


    

    


    
      	
              4.

            	
              Based
      on my knowledge and the servicer compliance statements required in this
      report under Item 1123 of Regulation AB, and except as disclosed in the
      Exchange Act Periodic Reports, the servicers have fulfilled their
      obligations under the servicing agreements in all material respects;
      and

            


    

    


    
      	
              5.

            	
              All
      of the reports on assessment of compliance with the servicing criteria for
      asset-backed securities and their related attestation reports on
      assessment of compliance with servicing criteria for asset-backed
      securities required to be included in this report in accordance with Item
      1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
      included as an exhibit to this report, except as otherwise disclosed in
      this report. Any material instances of noncompliance described in such
      reports have been disclosed in this report on Form
  10-K.

            


    

    


    In giving
the certifications above, I have reasonably relied on information provided to me
by the following unaffiliated
parties:  [______________________]

     

    [_________],
20[__]

     


    
      
         


      

      
        G-1

        
          

        

      

      
         


      

    


    EXHIBIT
H

     

    FORM OF
BACK-UP CERTIFICATION

     

    Banc of
America Funding Corporation

    Mortgage
Certificate-Backed Certificates,

    Series
2009-R3

    


    The
[________] hereby certifies to the Depositor, and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

     

    1.           I
have reviewed the annual report on Form 10-K for the fiscal year [____] (the
“Annual
Report”), and all reports on Form 10-D required to be filed in respect of
period covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of
the Trust;

     

    2.           To
my knowledge, (a) the Reports, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual
Report, and (b) the [___________]’s assessment of compliance and related
attestation report referred to below, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by such
assessment of compliance and attestation report;

     

    3.           To
my knowledge, the distribution information required to be provided by the
[__________] under the Trust Agreement for inclusion in the Reports is included
in the Reports;

     

    4.           I
am responsible for reviewing the activities performed by the [_________] under
the Trust Agreement, and based on my knowledge and the compliance review
conducted in preparing the compliance statement of the [_________] required by
the Trust Agreement, and except as disclosed in the Reports, the [_________] has
fulfilled its obligations under the Trust Agreement in all material respects;
and

     

    5.           The
report on assessment of compliance with servicing criteria applicable to the
[_________] for asset-backed securities of the [_________] and each
Subcontractor utilized by the [_________] and related attestation report on
assessment of compliance with servicing criteria applicable to it required to be
included in the Annual Report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit to the
Annual Report.  Any material instances of non-compliance are described
in such report and have been disclosed in the Annual Report.

     

    In giving
the certifications above, the [_________] has reasonably relied on information
provided to it by the following unaffiliated parties:  [names of
servicer(s), subservicer, depositor, trustee, custodian(s)]

     


    
      
         


      

      
        H-1

        
          

        

      

      
         


      

    


    Date:
_____________

     

    [______________________]

    as [_______________]

    


    


    By:____________________________________

                                                                                                         
Name:

                                                                                                         
Title:

     

    



    
      
         


      

      
        H-2

        
          

        

      

      
         


      

    


    EXHIBIT
I

     

    FORM OF
ADDITIONAL DISCLOSURE NOTIFICATION

     

    **SEND
VIA FAX TO 443-367-3307 AND VIA EMAIL TO 

    cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE 

    ADDRESSES
IMMEDIATELY BELOW**

    


    Wells
Fargo Bank, N.A., as Trustee

    9062 Old
Annapolis Road

    Columbia,
Maryland 21045

    Attn:  Client
Manager-  BAFC 2009-R3—SEC REPORT PROCESSING

    


    with a
copy to:

    


    Banc of
America Funding Corporation

    214 North
Tryon Street

    Charlotte,
North Carolina 28255

    Attn:  General
Counsel and Chief Financial Officer

    


    RE:  **Additional
Form [10-D][10-K][8-K] Disclosure** Required

    


    


    Ladies
and Gentlemen:

     

    In
accordance with Section 3.10 of the Trust Agreement, dated March 30, 2009, among
Banc of America Funding Corporation, as depositor, and Wells Fargo Bank, N.A.,


    as
trustee, the undersigned, as
[          ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be
disclosed on Form [10-D][10-K][8-K].

     

    Description of Additional
Form [10-D][10-K][8-K] Disclosure:

     


    
      
         


      

      
        I-1

        
          

        

      

      
         


      

    


    List of any Attachments
hereto to be included in the Additional Form [10-D][10-K][8-K]
Disclosure:

     

    


     

    


     

    


     

    Any
inquiries related to this notification should be directed to
[                       ],
phone
number:  [         ];
email
address:  [                   ].

     

    
      	
               
      

            	
              [NAME
      OF PARTY],

            


    

    as
[role]

     

    By: __________________________________                                                    

           Name:

     

     

     

     

     

    
 

    
      
         


      

      
        I-2

        
          

        

      

      
         


      

    


    EXHIBIT
J-1

     

    FORM OF
TRANSFEROR CERTIFICATE

     

    FOR
TRANSFERS OF THE RULE 144A GLOBAL CERTIFICATES

     

    [Date]

     

    [REGISTRAR]

     

    
      	
               
      

            	
              Re:

            	
              Banc
      of America Funding Corporation, Mortgage
  Certificate-Backed

            


    

    
      	
            	Certificates, Series
      2009-R3, Class [_] (the
“Certificates”)


    

     

    Ladies
and Gentlemen:

     

    In
connection with the sale by ______________________ (the “Transferor”) to
__________________ (the “Transferee”) of the
Certificates having a Maximum Original Class Balance as of March 30, 2009 (the
“Closing Date”)
of $______________ (the “Transferred
Certificates”). The Certificates, including the Transferred Certificates,
were issued pursuant to the Trust Agreement, dated March 30, 2009 (the “Agreement”), between
Banc of America Funding Corporation (the “Depositor”) and Wells
Fargo Bank, N.A. (the “Trustee”). All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Agreement. The Transferor hereby certifies,
represents and warrants to you, as Registrar, and for the benefit of the
Depositor, the Trustee and the Transferee, 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 Certificate, any interest in any
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 Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with
respect to any Certificate, any interest in any 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, which (in the case of any of the acts described in clauses (a) through
(e) hereof) would constitute a distribution of any Certificate under the
Securities Act of 1933, as amended (the “Securities Act”), or
would render the disposition of any Certificate a violation of Section 5 of the
Securities Act or any state securities laws, or would require registration or
qualification of any Certificate pursuant to the Securities Act or any state
securities laws.

     

    3.           The
Transferor and any person acting on behalf of the Transferor in this matter
reasonably believe that the Transferee is a “qualified institutional buyer” as
that term is defined in Rule 144A (“Rule 144A”) under the
Securities Act (a “Qualified Institutional
Buyer”), purchasing for its own account or for the account of a person
that is a Qualified Institutional Buyer.  In determining whether the
Transferee is a Qualified

     


    
      
         


      

      
        J-1-1

        
          

        

      

      
         


      

    


    Institutional
Buyer, the Transferor and any person acting on behalf of the Transferor in this
matter have relied upon the following method(s) of establishing the Transferee’s
ownership and discretionary investments of securities (check one or
more):

     

    
      
        	
                 
      

              	
                ___

              	
                
                  (a) 
      The Transferee’s most recent publicly available financial
      statements, which statements present the information as of a date within
      16 months preceding the date of sale of the Transferred Certificate in the
      case of a U.S. purchaser and within 18 months preceding such date of sale
      for a foreign purchaser; or

                

              


      

    

     

    
      
        	
                 
      

              	
                ___

              	
                
                  (b) 
      The most recent publicly available information appearing in
      documents filed by the Transferee with the Securities and Exchange
      Commission or another United States federal, state or local governmental
      agency or self regulatory organization, or with a foreign governmental
      agency or self regulatory organization, which information is as of a date
      within 16 months preceding the date of sale of the Transferred Certificate
      in the case of a U.S. purchaser and within 18 months preceding such date
      of sale for a foreign purchaser;
or

                

              


      

    

     

    
      
        	
                 
      

              	
                ___

              	
                
                  (c) 
      The most recent publicly available information appearing in a
      recognized securities manual, which information is as of a date within 16
      months preceding the date of sale of the Transferred Certificate in the
      case of a U.S. purchaser and within 18 months preceding such date of sale
      for a foreign purchaser; or

                

              


      

    

     

    
      
        	
                 
      

              	
                ___

              	
                
                  (d) 
      A certification by the chief financial officer, a person fulfilling
      an equivalent function, or other executive officer of the Transferee,
      specifying the amount of securities owned and invested on a discretionary
      basis by the Transferee as of a specific date on or since the close of the
      Transferee’s most recent fiscal year, or, in the case of a Transferee that
      is a member of a “family of investment companies,” as that term is defined
      in Rule 144A, a certification by an executive officer of the investment
      adviser specifying the amount of securities owned by the “family of
      investment companies” as of a specific date on or since the close of the
      Transferee’s most recent fiscal
year.

                

              


      

    

     

    4.           The
Transferor and any person acting on behalf of the Transferor understand that in
determining the aggregate amount of securities owned and invested on a
discretionary basis by an entity for purposes of establishing whether such
entity is a Qualified Institutional Buyer:

     

    (a)           the
following instruments and interests shall be excluded:  securities of
issuers that are affiliated with the Transferee; securities that are part of an
unsold allotment to or subscription by the Transferee, if the Transferee is a
dealer; securities of issuers that are part of the Transferee’s “family of
investment companies,” if the Transferee is a registered investment company;
bank deposit notes and certificates of deposit; loan participations; repurchase
agreements;

     


    
      
         


      

      
        J-1-2

        
          

        

      

      
         


      

    


    securities
owned but subject to a repurchase agreement; and currency, interest rate and
commodity swaps;

     

    (b)           the
aggregate value of the securities shall be the cost of such securities, except
where the entity 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 may be
valued at market;

     

    (c)           securities
owned by subsidiaries of the entity that are consolidated with the entity in its
financial statements prepared in accordance with generally accepted accounting
principles may be included if the investments of such subsidiaries are managed
under the direction of the entity, except that, unless the entity is a reporting
company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, securities owned by such subsidiaries may not be included if the entity
itself is a majority owned subsidiary that would be included in the consolidated
financial statements of another enterprise.

     

    5.           The
Transferor or a person acting on its behalf has taken reasonable steps to ensure
that the Transferee is aware that the Transferor is relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule
144A.

     

    6.           The
Transferor or a person acting on its behalf has furnished, or caused to be
furnished, to the Transferee all information regarding (a) the Transferred
Certificate and payments thereon, (b) the nature and performance of the Mortgage
Certificates and the Mortgage Loans, (c) the Agreement and the Trust Fund, and
(d) any credit enhancement mechanism associated with the Transferred
Certificates, that the Transferee has requested.

     

    Very
truly yours,

     

     

    


     

                                                                                                           
______________________________

    (Transferor)

     

    


     

    By: ____________________________                                                                     

                                                                                                           
Name:

    Title:

     

    


     


    
      
         


      

      
        J-1-3

        
          

        

      

      
         


      

    


    EXHIBIT
J-2

     

    FORM OF
TRANSFEREE CERTIFICATE

    FOR
TRANSFERS OF THE RULE 144A GLOBAL CERTIFICATES

     

    [Date]

     

    [REGISTRAR]

     

    
      	
               
      

            	
              Re:

            	
              Banc
      of America Funding Corporation, Mortgage
  Certificate-Backed

            


    

    
      	
               

            	
              Certificates, Series
      2009-R3, Class [_] (the
  “Certificates”)
 


    

     

    Ladies
and Gentlemen:

     

    _________________
(the “Transferee”) intends
to purchase from __________________ (the “Transferor”) the
Certificates having a Maximum Original Class Balance as of March 30, 2009 (the
“Closing Date”)
of $______________ (the “Transferred
Certificates”). The Certificates, including the Transferred Certificates,
were issued pursuant to the Trust Agreement dated March 30, 2009 (the “Agreement”), between
Banc of America Funding Corporation (the “Depositor”) and Wells
Fargo Bank, N.A., as trustee (the “Trustee”). All
capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Agreement. The Transferee hereby certifies, represents and
warrants to you, as Registrar, and for the benefit of the Depositor, the Trustee
and the Transferor, that:

     

    1.           If
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 “Securities 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 of the
Transferred Certificates is being made in reliance on Rule 144A. The Transferee
is acquiring the Transferred Certificates for its own account or for the account
of a person that is a Qualified Institutional Buyer, and understands that such
Transferred Certificates may be resold, pledged or transferred only (i) to a
person reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of a person that is a Qualified
Institutional Buyer to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A or (ii) pursuant to another exemption
from registration under the Securities Act.

     

    2.           The
Transferee has been furnished with all information regarding (a) the Transferred
Certificates and payments thereon, (b) the nature and performance of the
Mortgage Certificates and the Mortgage Loans and (c) the Agreement, that it has
requested.

     


    
      
         


      

      
        J-2-1

        
          

        

      

      
         


      

    


    Very
truly yours,

     

     

    


     

                                                                                                           
________________________________

    (Transferee)

     

    


     

    By:
_____________________________

    Name:

    Title:

     


    
      
         


      

      
        J-2-2

        
          

        

      

      
         


      

    


    ANNEX
1 to EXHIBIT J-2

     

    QUALIFIED INSTITUTIONAL
BUYER STATUS UNDER SEC RULE 144A

     

    [for
Transferees other than Registered Investment Companies]

     

    The
undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and
[name of Registrar], as Registrar, with respect to the Certificates being
transferred (the “Transferred
Certificates”) as 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 under the Securities Act of 1933, as amended (“Rule 144A”), because
(i) 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) 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, as
      amended.

            


    

     

    
      	
               
      

            	
              ___

            	
              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 Certificate in the case of a U.S.
      bank, and not more than 18 months preceding such date of sale for 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 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 Certificate in the case of a U.S. savings and loan association, and
      not more than 18

            


    

     


    
      
         


      

      
        J-2-3

        
          

        

      

      
         


      

    


    months
preceding such date of sale for a foreign savings and loan association or
equivalent institution.

     

    
      	
               
      

            	
              ____

            	
              Broker
      dealer.  The Transferee is a dealer registered pursuant
      to Section 15 of the Securities Exchange Act of 1934, as
      amended.

            


    

     

    
      	
               
      

            	
              ___

            	
              Insurance
      Company.  The Transferee is an insurance company whose
      primary and predominant business activity is the writing of insurance or
      the reinsuring of risks underwritten by insurance companies and which is
      subject to supervision by the insurance commissioner or a similar official
      or agency of a State, U.S. territory or the District of
      Columbia.

            


    

     

    
      	
               
      

            	
              ___

            	
              State or Local
      Plan.  The Transferee is a plan established and
      maintained by a State, its political subdivisions, or any agency or
      instrumentality of the State or its political subdivisions, for the
      benefit of its employees.

            


    

     

    
      	
               
      

            	
              ___

            	
              ERISA
      Plan.  The Transferee is an employee benefit plan within
      the meaning of Title I of the Employee Retirement Income Security Act of
      1974.

            


    

     

    
      	
               
      

            	
              ___

            	
              Investment
      Advisor.  The Transferee is an investment advisor
      registered under the investment Advisers Act of 1940, as
      amended.

            


    

     

    
      	
               
      

            	
              ___

            	
              Other.  (Please
      supply a brief description of the entity and a cross reference to the
      paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant
      to which it qualifies.  Note that registered investment
      companies should complete Annex 2 rather than this Annex
    1.)

            


    

     

    
      	
               
      

            	
              ____________________________________________________________

            


    

     

    
      	
               
      

            	
              ____________________________________________________________

            


    

     

    
      	
               
      

            	
              ____________________________________________________________

            


    

     

    3.           The
term “securities” as used
herein does not
include (i) securities of issuers that are affiliated with the
Transferee, (ii) securities that are part of an unsold allotment to or
subscription by the Transferee, if the Transferee is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps. For purposes of
determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Transferee, the Transferee did not include any of the
securities referred to in this paragraph.

     

    4.           For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Transferee, the Transferee used the cost of such
securities to the Transferee, unless the Transferee reports its securities
holdings in its financial statements on the basis of their market value, and no
current information with respect to the cost of those securities has been
published, in which case the securities were valued at market. Further, in
determining such aggregate amount, the Transferee may have included securities
owned by subsidiaries of the Transferee, but only if such subsidiaries are
consolidated with the Transferee in its financial statements prepared in
accordance with generally accepted accounting

     


    
      
         


      

      
        J-2-4

        
          

        

      

      
         


      

    


    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 acknowledges that it 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 Certificates

     

    Yes           No           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:

     


    
      
         


      

      
        J-2-5

        
          

        

      

      
         


      

    


    ANNEX
2 to EXHIBIT J-2

     

    QUALIFIED INSTITUTIONAL
BUYER STATUS UNDER SEC RULE 144A

     

    [for
Transferees that are Registered Investment Companies]

     

    The
undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and
[name of Registrar], as Registrar, with respect to the Certificates being
transferred (the “Transferred
Certificates”) as 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 under the Securities Act of 1933, as amended (“Rule 144A”), 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, as amended, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee’s Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee’s most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee’s Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee’s Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

     

    
      	
              ___

            	
              The
      Transferee owned and/or invested on a discretionary basis $__________ in
      securities (other than the excluded securities referred to below) as of
      the end of the Transferee’s most recent fiscal year (such amount being
      calculated in accordance with Rule
144A).

            


    

     

    
      	
              ___

            	
              The
      Transferee is part of a Family of Investment Companies which owned in the
      aggregate $__________ in securities (other than the excluded securities
      referred to below) as of the end of the Transferee’s most recent fiscal
      year (such amount being calculated in accordance with Rule
      144A).

            


    

     

    3.           The
term “Family of
Investment Companies” as used herein means two or more registered
investment companies (or series thereof) that have the same investment adviser
or investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority
owned subsidiary of the other).

     

    4.           The
term “securities” as used
herein does not include (i) securities of issuers that are affiliated with the
Transferee or are part of the Transferee’s Family of Investment Companies, (ii)
bank deposit notes and certificates of deposit, (iii) loan participations,
(iv)

     


    
      
         


      

      
        J-2-6

        
          

        

      

      
         


      

    


    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 parties to which
this certification is being made 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:

     


    
      
         


      

      
        J-2-7

        
          

        

      

      
         


      

    


    IF AN
ADVISER:

     

    


                                                                                                           
_____________________________________

    Print
Name of Transferee

     

    Date:

     

     

     

     

     

     

    


     


    
      
         


      

      
        J-2-8

        
          

        

      

      
         


      

    


    EXHIBIT
J-3

     

    FORM OF
REGULATION S TRANSFER CERTIFICATE

     

    [Date]

     

    [REGISTRAR]

     

    
      	
               
      

            	
              Re:

            	
              Banc
      of America Funding Corporation, Mortgage
  Certificate-Backed

            


    

    
      	
               

            	
              Certificates, Series
      2009-R3, Class [_] (the
“Certificates”)

            


    

     

    Ladies
and Gentlemen:

     

    Reference
is hereby made to the Trust Agreement, dated March 30, 2009 (the “Agreement”), between
Banc of America Funding Corporation (the “Depositor”) and Wells
Fargo Bank, N.A., as trustee (the “Trustee”).
Capitalized terms used herein but not defined herein shall have the meanings
assigned thereto in the Agreement.

     

    This
letter relates to U.S. $[__________] Certificate Balance of Class [__]
Certificate which is held in the form of a Rule 144A Global Certificate
([CUSIP/ISIN] No. ___________) with the Depository in the name of [name of
transferor] (the “Transferor”) to
effect [the transfer of the Class [__] Certificate to a person who wishes to
take delivery thereof in the form of an equivalent beneficial interest in a
[Temporary Regulation S Global Class [__] Certificate to be held through
Euroclear or Clearstream Luxembourg] [Permanent Regulation S Global Class [__]
Certificate] (the “Transferee”)] [the
exchange of the Class [__] Certificate for an equivalent beneficial interest in
a [Temporary Regulation S Global Class [__] Certificate to be held through
Euroclear or Clearstream Luxembourg] [Permanent Regulation S Global Class [__]
Certificate].

     

    In
connection with such request, the Transferor does hereby certify that such
[transfer] [exchange] has been effected in accordance with the transfer
restrictions set forth in the Agreement and the Offering Memorandum dated March
30, 2009 relating to the Certificates and that the following additional
requirements (if applicable) were satisfied:

     

    (a) the
offer of the Certificates was not made to a person in the United
States;

     

    (b) at
the time the buy order was originated, the Transferee was outside the United
States or the Transferor and any person acting on its behalf reasonably believed
that the Transferee was outside the United States;

     

    (c) no
directed selling efforts were made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable;

     

    (d) the
transfer or exchange is not part of a plan or scheme to evade the registration
requirements of the Securities Act;

     

    (e) the
Transferee is not a U.S. Person, as defined in Regulation S under the Securities
Act;

     


    
      
         


      

      
        J-3-1

        
          

        

      

      
         


      

    


    (f) the
transfer or exchange was made in accordance with the applicable provisions of
Rule 903(c)(2) or (3) or Rule 904(c)(1), as the case may be; and

     

    (g) the
Transferee is an institutional investor that is an “accredited investor” within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act.

     

    You and
the seller are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

     

    


     

    [Name of
Transferor]

     

    By: ________________________________                                                                   

    Name:

    Title:

     

    cc: Banc
of America Securities LLC

     

    


     


    
      
         


      

      
        J-3-2

        
          

        

      

      
         


      

    


    EXHIBIT
J-4

     

    FORM OF
RULE 144A TRANSFER CERTIFICATE

     

    [Date]

     

    [REGISTRAR]

     

    
      	
               
      

            	
              Re:

            	
              Banc
      of America Funding Corporation, Mortgage
      Certificate-Backed

            


    

    
      	
               

            	Certificates,
      Series 2009-R-3, Class [_] (the
"Certificates")


    

     

    Ladies
and Gentlemen:

     

    Reference
is hereby made to the Trust Agreement, dated March 30, 2009 (the “Agreement”), between
Banc of America Funding Corporation (the “Depositor”) and Wells
Fargo Bank, N.A., as trustee (the “Trustee”).
Capitalized terms used herein but not defined herein shall have the meanings
assigned thereto in the Agreement.

     

    This
letter relates to U.S. $[__________] Certificate Balance of Class [__]
Certificate which is held in the form of a Temporary Regulation S Global Class
[__] Certificate with the Depository [CUSIP/ISIN] No. ______________] in the
name of [name of transferor] (the “Transferor”) to
effect [the transfer of the Class [__] Certificate to a person who wishes to
take delivery thereof in the form of an equivalent beneficial interest in a Rule
144A Global Class [__] Certificate (the “Transferee”)] [the exchange of the
Class [__] Certificate for an equivalent beneficial interest in a Rule 144A
Global Class [__] Certificate].

     

    In
connection with such request, and in respect of such Class [__] Certificates,
the Transferor does hereby certify that such Class [__] Certificates are being
transferred in accordance with (i) the transfer restrictions set forth in the
Agreement and the Offering Memorandum dated March 30, 2009 relating to the Class
[__] Certificates and (ii) Rule 144A under the United States Securities Act of
1933, as amended, to a Transferee that the Transferor reasonably believes is a
qualified institutional buyer within the meaning of Rule 144A, as amended,
purchasing the Certificates for its own account or for the account of a person
that is a qualified institutional buyer, in a transaction meeting the
requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or any other jurisdiction.

     

    [Name of
Transferor]

     

    By: _____________________________________                                                                   

    Name:

    Title:

     

    cc: Banc
of America Securities LLC

     

    


     


    
      
         


      

      
        J-4-1

        
          

        

      

      
         


      

    


    EXHIBIT
J-5

     

    FORM OF
CLEARING SYSTEM CERTIFICATE

     

    [Date]

     

    [REGISTRAR]

     

    
      	
               
      

            	
              Re:

            	
              Banc
      of America Funding Corporation, Mortgage
  Certificate-Backed

            


    

    
      	
               

            	Certificates,
      Series 2009-R3, Class [_] (the
"Certificates")


    

     

    Ladies
and Gentlemen:

     

    Reference
is hereby made to the Trust Agreement, dated March 30, 2009 (the “Agreement”), between
Banc of America Funding Corporation (the “Depositor”) and Wells
Fargo Bank, N.A., as trustee (the “Trustee”).
Capitalized terms used herein but not defined herein shall have the meanings
assigned thereto in the Agreement.

     

    This is
to certify that, based solely on certificates we have received in writing, by
tested telex or by electronic transmissions from member organizations appearing
in our records as persons being entitled to a portion of the Class [__]
Certificates equal to, as of the date hereof, U.S. $_____ (our “Member
Organizations”), certifies with respect to such portion, substantially to
the effect set forth in Annex A hereto.

     

    We
further certify (i) that we are not making available herewith for exchange any
portion of the Temporary Regulation S Global Class [__] Certificate excepted in
such certificates and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such member organizations with respect to any portion of the
part submitted herewith for exchange are no longer true and cannot be relied
upon as at the date hereof. We understand that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with this certificate is or would be relevant, we irrevocably
authorized you to produce this certificate to any interested party in such
proceedings.

     

    Yours
faithfully,

     

    [CLEARSTREAM,
LUXEMBOURG]

     

    or

     

    [JP
MORGAN CHASE BANK,

    Brussels
office, as operator of the

    Euroclear
System]

    By: __________________________________ 

     

                                                                      

    
      
        
        

      

      
        J-5-1

        
          

        

      

      
        
        

      

    

     

    


     

    ANNEX A
TO EXHIBIT J-5

     

    FORM
OF MEMBER ORGANIZATION CERTIFICATE

     

    [Address
to Euroclear or Clearstream, Luxembourg, as appropriate]

     

    


     

    
      	
               
      

            	
              Re:

            	
              Banc
      of America Funding Corporation, Mortgage
  Certificate-Backed

            


    

    
      	
               

            	Certificates,
      Series 2009-R3, Class [_] (the
"Certificates")


    

     

    Ladies
and Gentlemen:

     

    Reference
is hereby made to the Trust Agreement, dated March 30, 2009 (the “Agreement”), between
Banc of America Funding Corporation (the “Depositor”) and Wells
Fargo Bank, N.A., as trustee (the “Trustee”).
Capitalized terms used herein but not defined herein shall have the meanings
assigned thereto in the Agreement.

     

    This is
to certify that, as of the date hereof and except as set forth below, the Class
[__] Certificates (the “Certificates”) held
by you for our account (i) are beneficially owned by (a) non-U.S. persons or (b)
U.S. persons who purchased the Certificates in transactions that did not require
registration under the United States Securities Act of 1933, as amended (the
“Securities
Act”). As used in this paragraph, the term “U.S. person” has the meaning
given to it by Regulation S under the Securities Act.

     

    We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Certificates held
by you for our account in accordance with your documented procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certificate applies as of such
date.

     

    Dated:
____________, 200__(1)

     

    


     

    Yours
faithfully,

     

    [Name of
Person giving the certificate]

     

    


     

    (1) To be
dated no earlier than 15 days prior to the event to which the certification
relates.

     

    


     


    
      
         


      

      
        J-5-2

        
          

        

      

      
         


      

    


    EXHIBIT
K

     

    FORM OF
ERISA REPRESENTATION

     

    Wells
Fargo Bank, N.A.

    Sixth
Street and Marquette Avenue

    Minneapolis,
Minnesota  55479-0113

    Attention:
Corporate Trust Services - BAFC 2009-R3

     

    
      	
               
      

            	
              Re:

            	
              Banc
      of America Funding 2009-R3 Trust,
Mortgage

            


    

    
      	
               
      

            	
              Certificate-Backed
      Certificates, Series 2009-R3, Class
[__]

            


    

     

    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 4.02 of the Trust Agreement dated
March 30, 2009 (the “Agreement”) between
the Depositor and Wells Fargo Bank, N.A., as trustee (the “Trustee”).  All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the 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,
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) or Section
4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (collectively,
a “Plan”), and it is not using the assets of any such Plan to effect the
purchase of the Transferred Certificates; or

     

    (b)           other
than with respect to the Class A-R Certificate, it is (1) an accredited investor
within the meaning of the Underwriter’s Exemption, and (2) 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 (“PTCE 95-60”), 60 Fed.
Reg. 35925 (July 12, 1995)), and the purchase and holding of such Transferred
Certificates is covered under Sections I and III of PTCE 95-60.

     


    
      
         


      

      
        K-1

        
          

        

      

      
         


      

    


    Capitalized
terms used in and not otherwise defined herein shall have the meaning assigned
to them in the Agreement.

     

    Very
truly yours,

     

    


                                                                                                           
_____________________________________

    (Transferee)

     

    By: __________________________________                                                                  

    Name:
________________________________

    Title: _________________________________

    Date: _________________________________

     

    


     


    
      
         


      

      
        K-2

        
          

        

      

      
         


      

    


    EXHIBIT
L

     

    FORM OF
INVESTMENT REPRESENTATION LETTER (CLASS A-R)

     

    __________,
____

     

    Banc of
America Funding Corporation

    214 North
Tryon Street

    Charlotte,
North Carolina 28255

     

    Wells
Fargo Bank, N.A.

    Sixth
Street and Marquette Avenue

    Minneapolis,
Minnesota  55479-0113

    Attention:
Corporate Trust Services - BAFC 2009-R3

     

    Banc of
America Funding Corporation 2009-R3 Trust,

    Mortgage Pass Through
Certificates, Series 2009-R3, Class A-R

     

    Ladies
and Gentlemen:

     

    In
connection with our acquisition of the above Class A-R Certificate (the “Certificate”) we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the “Act”), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act in reliance on Rule 144A under the
Act (“Rule
144A”) and any such laws, (b) we are a “qualified institutional buyer,”
as defined in Rule 144A and have such knowledge and experience in financial and
business matters that we are capable of evaluating the merits and risks of
investments in the Certificate, (c) we have had the opportunity to ask questions
of and receive answers from the Depositor concerning the purchase of the
Certificate and all matters relating thereto or any additional information
deemed necessary to our decision to purchase the Certificate, (d) we are not an
employee benefit plan that is subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), or a plan or
arrangement that is subject to Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), nor are we
acting on behalf of any such plan or arrangement, nor are we using the assets of
any such plan or arrangement to effect such acquisition, (e) we are acquiring
the Certificate for investment for our own account and not with a view to any
distribution of such Certificate (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold the Certificate to, or solicited
offers to buy the Certificate from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of the Certificate unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to

     


    
      
         


      

      
        L-1

        
          

        

      

      
         


      

    


    substantially
the same effect as this certificate, and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Trust
Agreement.

     

    Very
truly yours,

     

    


     

    ____________________________________________

    Print
Name of Transferee

     

    By: _________________________________________

     

    


     


    
      
         


      

      
        L-2

        
          

        

      

      
         


      

    


    EXHIBIT
M

     

    RESIDUAL
TRANSFER AFFIDAVIT

     

    BANC OF
AMERICA FUNDING CORPORATION

     

    Mortgage
Certificate-Backed Certificates

     

    Series
2009-R3

     

    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 of an
Ownership Interest in the Class A-R Certificate (the “Certificate”) issued
pursuant to the Trust Agreement, (the “Agreement”), relating
to the above-referenced Series, by and between Banc of America Funding
Corporation, as depositor (the “Depositor”), 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 its
Ownership Interest in the Certificate either (i) for its own account or (ii) as
nominee, trustee or agent for another Person 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 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 such tax will not be imposed for any period with respect to
which the record holder furnishes to the Pass Through entity an affidavit that
such record holder is a Permitted Transferee and the Pass Through entity does
not have actual knowledge that such affidavit is false; provided, that a Pass
Through entity which is an “electing large partnership” under the Code will be
subject to tax in all events. (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

     


    
      
         


      

      
        M-1

        
          

        

      

      
         


      

    


    nominee
for another Person.) The Transferee further understands that it may incur tax
liabilities with respect to the holding of the Certificate in excess of cash
flows generated thereby.

     

    5.           The
Transferee has reviewed the provisions of Section 4.02 of the Agreement
(incorporated herein by reference) and understands the legal consequences of the
acquisition of an Ownership Interest in the 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 4.02
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 from any Person to whom the
Transferee attempts to Transfer its Ownership Interest in the 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 its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person that
the Transferee knows is not a Permitted Transferee.

     

    7.           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
Certificate.  The Transferee historically has paid its debts as they
have become due and intends to do so in the future.  The Transferee
understands that it may incur tax liabilities with respect to the Certificate in
excess of cash flows generated thereby.  The Transferee intends to pay
any taxes associated with holding this Certificate as they become
due.  The Transferee will not cause income with respect to the
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.

     

    8.           The
taxpayer identification number of the Transferee or its nominee is
_______________.

     

    9.           The
Transferee is not a “Non Permitted Foreign Holder” as defined in Section
4.02(g)(2) of the Trust Agreement.

     

    10.           The
Transferee is aware that the Certificate may be a “noneconomic residual
interest” within the meaning of proposed 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.

     

    11.           The
Transferee is not an employee benefit plan or arrangement that is subject to
Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting
on behalf of, or using assets of, such a plan or arrangement.

     


    
      
         


      

      
        M-2

        
          

        

      

      
         


      

    


    12.           If
the Transferee is purchasing the Class A-R 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 Exhibit 2 hereto.

     

    *        *         *

     


    
      
         


      

      
        M-3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its
behalf, pursuant to authority of its Board of Directors, by its duly authorized
officer and its corporate seal to be hereunto affixed, duly attested, this _____
day of ____________, _____.

     

    


     

    


     

    __________________________________________

    [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 ____________, 20__.

     

     

    


     

                                                                                                           
________________________________________

    NOTARY PUBLIC

     

    My
Commission expires the ______ day of

    ________________,
20__.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
2

     

    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 Class A-R 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 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 Class A-R  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 Class A-R
      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 Class A-R 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
      Class A-R 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 Class A-R Certificate by the Transferee,
      the Transferee will require its transferee to complete a representation in
      the form of this Exhibit 2 as a condition of the transferee’s purchase of
      the Class A-R Certificate.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
N

     

    
      	
               
      

            	
              Available
      Combinations 

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Exchangeable REMIC
    Certificates

                                	
                                  Exchangeable
Certificates

                                
	
                                  Exchangeable
      REMIC Class

                                	
                                  Maximum
      Original Class Balance

                                	
                                  CUSIP

                                  (144A/Reg. S.

                                  if applicable)

                                	
                                  Exchangeable
      Class

                                	
                                  Maximum
      Original Class Balance

                                	
                                  CUSIP

                                  
                                    (144A/Reg. S.

                                    if
      applicable)

                                  

                                
	
                                  Class
      A-1

                                	
                                  $5,981,561

                                	
                                  05954V
      AA4

                                	
                                  Class
      A-4

                                	
                                  $6,501,699

                                	
                                  05954V
      AC0

                                
	
                                  Class
      A-2

                                	
                                  $520,138

                                	
                                  05954V
      AB2

                                
	
                                  Class
      A-2

                                	
                                  $520,138

                                	
                                  05954V
      AB2

                                	
                                  Class
      A-5

                                	
                                  $2,687,372

                                	
                                  05954V
      AE6/U0595X AB1

                                
	
                                  Class
      A-3

                                	
                                  $2,167,234

                                	
                                  05954V
      AD8/U0595X
AA3

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              EXHIBIT
      O

            


    

    


    Form of
Request for Exchange of Exchangeable REMIC Certificates

    or
Exchangeable Certificates

    


    ___,
20__

     

    Wells
Fargo Bank, N.A.

    Sixth
Street and Marquette Avenue

    Minneapolis,
Minnesota  55479-0113

    Attention:
Corporate Trust Services - BAFC 2009-R3

     

    Re:           Banc
of America Funding Corporation,

    Mortgage Certificate-Backed
Certificates, Series 2009-R3

     

    Ladies
and Gentlemen:

     

    Pursuant to the terms of that certain
Trust Agreement, dated March 30, 2009 (the “Trust Agreement”),
between Banc of America Funding Corporation, as the depositor (the “Depositor”), and
Wells Fargo Bank, N.A., as trustee (the “Trustee”), we hereby
present and surrender the [Exchangeable REMIC Certificates] [Exchangeable
Certificates] specified on Schedule I attached hereto (the [“Exchangeable REMIC
Certificates”] [“Exchangeable
Certificates”]) and transfer, assign, set over and otherwise convey to
the Trustee, all of our right, title and interest in and to the [Exchangeable
REMIC Certificates] [Exchangeable Certificates], including all payments of
interest thereon received after [______], 20[__], in exchange for the
[Exchangeable Certificates] [Exchangeable REMIC Certificates] specified on
Schedule I attached hereto (the [“Exchangeable
Certificates”] [“Exchangeable REMIC
Certificates”]).

     

               We
agree that upon such exchange the portions of the [Exchangeable REMIC
Certificates] [Exchangeable Certificates] designated for exchange shall be
deemed cancelled and replaced by the [Exchangeable Certificates] [Exchangeable
REMIC Certificates] issued in exchange therefor. We confirm that we have paid a
fee of $5,000 to the Trustee in connection with such exchange.

    


     

    Sincerely,

     

    By:  ____________________________

    Name:

    Title:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Acknowledged
by:

     

    WELLS
FARGO BANK, N.A.,

    as
Trustee

     

    By:  ____________________________

    Name:

    Title: