ex41.htm


    Exhibit
      4.1

    


    


    


    


    


    
      
        
          

        



    

    


    


    


    BANC
      OF
      AMERICA FUNDING CORPORATION,

     

    as
      Depositor,

     

    [__________],

     

    as
      Master
      Servicer and Securities Administrator,

     

    and

     

    [__________],

     

    as
      Trustee

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      [_____] [__], 20[__]

     

    
      


    

    


    Mortgage
      Pass-Through Certificates

     

    Series 20[__]-[_]

     

    


    
      
        

      



    


    
      


    

    
      	 


    

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF
        CONTENTS

       

      Page

       

      
        	
                
                

                ARTICLE
                  I DEFINITIONS

                
                

              	
                 

                 

                                      
                  8

                
                

              
	
                Section
                  1.01

              	
                Defined
                  Terms.

              	
                8

              
	
                Section
                  1.02

              	
                Interest
                  Calculations.

              	
                40

              
	
                
                

                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

                
                

              	
                 

                                    
                  40

                
                

              
	
                Section
                  2.01

              	
                Conveyance
                  of Mortgage Loans.

              	
                40

              
	
                Section
                  2.02

              	
                Acceptance
                  by the Trustee or Custodian of the Mortgage Loans.

              	
                44

              
	
                Section
                  2.03

              	
                Representations,
                  Warranties and Covenants of the Master Servicer.

              	
                48

              
	
                Section
                  2.04

              	
                Representations
                  and Warranties of the Depositor as to the Mortgage Loans.

              	
                49

              
	
                Section
                  2.05

              	
                Designation
                  of Interests in the REMICs.

              	
                50

              
	
                Section
                  2.06

              	
                Designation
                  of Start-up Day.

              	
                51

              
	
                Section
                  2.07

              	
                REMIC
                  Certificate Maturity Date.

              	
                51

              
	
                Section
                  2.08

              	
                Execution
                  and Delivery of Certificates.

              	
                51

              
	
                Section
                  2.09

              	
                Establishment
                  of the Trust.

              	
                51

              
	
                Section
                  2.10

              	
                Purpose
                  and Powers of the Trust.

              	
                51

              
	
                
                

                ARTICLE
                  III ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS

                
                

              	
                 

                                    
                  52

                
                

              
	
                Section
                  3.01

              	
                Master
                  Servicing of the Mortgage Loans.

              	
                52

              
	
                Section
                  3.02

              	
                Monitoring
                  of Servicers.

              	
                53

              
	
                Section
                  3.03

              	
                Fidelity
                  Bond; Errors and Omissions Insurance.

              	
                55

              
	
                Section
                  3.04

              	
                Access
                  to Certain Documentation.

              	
                55

              
	
                Section
                  3.05

              	
                Maintenance
                  of Primary Mortgage Insurance Policy; Claims.

              	
                55

              
	
                Section
                  3.06

              	
                Rights
                  of the Depositor, the Securities Administrator and the Trustee
                  in Respect
                  of the Master Servicer.

              	
                56

              
	
                Section
                  3.07

              	
                Trustee
                  to Act as Master Servicer.

              	
                56

              
	
                Section
                  3.08

              	
                Servicer
                  Custodial Accounts and Escrow Accounts.

              	
                57

              
	
                Section
                  3.09

              	
                Collection
                  of Mortgage Loan Payments; Master Servicer Custodial Account and
                  Certificate Account.

              	
                57

              
	
                Section
                  3.10

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              	
                60

              
	
                Section
                  3.11

              	
                Permitted
                  Withdrawals from the Certificate Account and the Master Servicer
                  Custodial
                  Account.

              	
                60

              
	
                Section
                  3.12

              	
                Maintenance
                  of Hazard Insurance and Other Insurance.

              	
                62

              
	
                Section
                  3.13

              	
                Presentment
                  of Claims and Collection of Proceeds.

              	
                62

              
	
                Section
                  3.14

              	
                Enforcement
                  of Due-On-Sale Clauses; Assumption Agreements.

              	
                62

              
	
                Section
                  3.15

              	
                Realization
                  Upon Defaulted Mortgage Loans; REO Property.

              	
                63

              
	
                Section
                  3.16

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                64

              


      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  3.17

              	
                Documents,
                  Records and Funds in Possession of the Master Servicer to be Held
                  for the
                  Trustee.

              	
                65

              
	
                Section
                  3.18

              	
                Master
                  Servicer Compensation.

              	
                66

              
	
                Section
                  3.19

              	
                Advances.

              	
                66

              
	
                Section
                  3.20

              	
                Annual
                  Statement as to Compliance.

              	
                66

              
	
                Section
                  3.21

              	
                Assessments
                  of Compliance and Attestation Reports.

              	
                67

              
	
                Section
                  3.22

              	
                Reports
                  to the Commission.

              	
                70

              
	
                
                

                ARTICLE
                  IV MASTER SERVICER’S CERTIFICATE

                
                

              	
                
                

                77

                
                

              
	
                Section
                  4.01

              	
                Master
                  Servicer’s Certificate.

              	
                77

              
	
                
                

                ARTICLE
                  V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;REMIC
                  ADMINISTRATION

                
                

              	
                
                

                77

                
                

              
	
                Section
                  5.01

              	
                Distributions.

              	
                77

              
	
                Section
                  5.02

              	
                Priorities
                  of Distributions on the Certificates.

              	
                78

              
	
                Section
                  5.03

              	
                [Reserved].

              	
                85

              
	
                Section
                  5.04

              	
                Allocation
                  of Losses.

              	
                86

              
	
                Section
                  5.05

              	
                Statements
                  to Certificateholders.

              	
                88

              
	
                Section
                  5.06

              	
                REMIC
                  Tax Returns and Reports to Certificateholders.

              	
                93

              
	
                Section
                  5.07

              	
                Tax
                  Matters Person.

              	
                94

              
	
                Section
                  5.08

              	
                Rights
                  of the Tax Matters Person in Respect of the Securities
                  Administrator.

              	
                94

              
	
                Section
                  5.09

              	
                REMIC
                  Related Covenants.

              	
                94

              
	
                Section
                  5.10

              	
                Master
                  Servicer, Securities Administrator and Trustee
                  Indemnification.

              	
                95

              
	
                
                

                ARTICLE
                  VI THE CERTIFICATES

                
                

              	
                
                

                96

                
                

              
	
                Section
                  6.01

              	
                The
                  Certificates.

              	
                96

              
	
                Section
                  6.02

              	
                Registration
                  of Transfer and Exchange of Certificates.

              	
                97

              
	
                Section
                  6.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                102

              
	
                Section
                  6.04

              	
                Persons
                  Deemed Owners.

              	
                102

              
	
                
                

                ARTICLE
                  VII THE DEPOSITOR AND THE MASTER SERVICER

                
                

              	
                
                

                102

                
                

              
	
                Section
                  7.01

              	
                Respective
                  Liabilities of the Depositor and the Master Servicer.

              	
                102

              
	
                Section
                  7.02

              	
                Merger
                  or Consolidation of the Depositor or the Master Servicer.

              	
                103

              
	
                Section
                  7.03

              	
                Limitation
                  on Liability of the Depositor, the Master Servicer and
                  Others.

              	
                103

              
	
                Section
                  7.04

              	
                Depositor
                  and Master Servicer Not to Resign.

              	
                104

              
	
                
                

                ARTICLE
                  VIII DEFAULT

                
                

              	
                
                

                104

                
                

              
	
                Section
                  8.01

              	
                Events
                  of Default.

              	
                104

              
	
                Section
                  8.02

              	
                Remedies
                  of Trustee.

              	
                106

              
	
                Section
                  8.03

              	
                Directions
                  by Certificateholders and Duties of Trustee During Event of
                  Default.

              	
                107

              


      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  8.04

              	
                Action
                  upon Certain Failures of the Master Servicer and upon Event of
                  Default.

              	
                107

              
	
                Section
                  8.05

              	
                Trustee
                  to Act; Appointment of Successor.

              	
                107

              
	
                Section
                  8.06

              	
                Notification
                  to Certificateholders.

              	
                109

              
	
                
                

                ARTICLE
                  IX THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

                
                

              	
                
                

                109

                
                

              
	
                Section
                  9.01

              	
                Duties
                  of Trustee and Securities Administrator.

              	
                109

              
	
                Section
                  9.02

              	
                Certain
                  Matters Affecting the Trustee and the Securities
                  Administrator.

              	
                112

              
	
                Section
                  9.03

              	
                Neither
                  Trustee nor Securities Administrator Liable for Certificates or
                  Mortgage
                  Loans.

              	
                113

              
	
                Section
                  9.04

              	
                Trustee
                  and Securities Administrator May Own Certificates.

              	
                114

              
	
                Section
                  9.05

              	
                Eligibility
                  Requirements for Trustee and the Securities Administrator.

              	
                114

              
	
                Section
                  9.06

              	
                Resignation
                  and Removal of Trustee and the Securities Administrator.

              	
                115

              
	
                Section
                  9.07

              	
                Successor
                  Trustee or Securities Administrator.

              	
                116

              
	
                Section
                  9.08

              	
                Merger
                  or Consolidation of Trustee or Securities Administrator.

              	
                117

              
	
                Section
                  9.09

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                117

              
	
                Section
                  9.10

              	
                Authenticating
                  Agents.

              	
                118

              
	
                Section
                  9.11

              	
                Securities
                  Administrator’s Fees and Expenses and Trustee’s Fees and
                  Expenses.

              	
                119

              
	
                Section
                  9.12

              	
                Appointment
                  of Custodian.

              	
                120

              
	
                Section
                  9.13

              	
                Paying
                  Agents.

              	
                120

              
	
                Section
                  9.14

              	
                Limitation
                  of Liability.

              	
                121

              
	
                Section
                  9.15

              	
                Trustee
                  or Securities Administrator May Enforce Claims Without Possession
                  of
                  Certificates.

              	
                122

              
	
                Section
                  9.16

              	
                Suits
                  for Enforcement.

              	
                122

              
	
                Section
                  9.17

              	
                Waiver
                  of Bond Requirement.

              	
                122

              
	
                Section
                  9.18

              	
                Waiver
                  of Inventory, Accounting and Appraisal Requirement.

              	
                122

              
	
                
                

                ARTICLE
                  X TERMINATION

                
                

              	
                
                

                122

                
                

              
	
                Section
                  10.01

              	
                Termination
                  upon Purchase or Liquidation of All Mortgage Loans.

              	
                122

              
	
                Section
                  10.02

              	
                Additional
                  Termination Requirements.

              	
                125

              
	
                
                

                ARTICLE
                  XI MISCELLANEOUS PROVISIONS

                
                

              	
                
                

                126

                
                

              
	
                Section
                  11.01

              	
                Amendment.

              	
                126

              
	
                Section
                  11.02

              	
                Recordation
                  of Agreement; Counterparts.

              	
                127

              
	
                Section
                  11.03

              	
                Limitation
                  on Rights of Certificateholders.

              	
                128

              
	
                Section
                  11.04

              	
                Governing
                  Law.

              	
                128

              
	
                Section
                  11.05

              	
                Notices.

              	
                129

              
	
                Section
                  11.06

              	
                Severability
                  of Provisions.

              	
                129

              
	
                Section
                  11.07

              	
                Certificates
                  Nonassessable and Fully Paid.

              	
                129

              
	
                Section
                  11.08

              	
                Access
                  to List of Certificateholders.

              	
                130

              
	
                Section
                  11.09

              	
                Recharacterization.

              	
                130

              
	
                Section
                  11.10

              	
                Regulation
                  AB Compliance; Intent of the Parties; Reasonableness.

              	
                131

              
	
                Section
                  11.11

              	
                Third
                  Party Beneficiary.

              	
                131

              


      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  11.12

              	
                Insolvency.

              	
                131

              


      


      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      




    EXHIBITS

     

    
      	
              Exhibit A-1A1

            	
              Form
                of Face of Class 1-A-1 Certificate

            
	
              Exhibit A-1A2

            	
              Form
                of Face of Class 1-A-2 Certificate

            
	
              Exhibit
                A-2AR

            	
              Form
                of Face of Class 2-A-R Certificate

            
	
              Exhibit A-2A1

            	
              Form
                of Face of Class 2-A-1 Certificate

            
	
              Exhibit A-2A2

            	
              Form
                of Face of Class 2-A-2 Certificate

            
	
              Exhibit A-3A1

            	
              Form
                of Face of Class 3-A-1 Certificate

            
	
              Exhibit A-3A2

            	
              Form
                of Face of Class 3-A-2 Certificate

            
	
              Exhibit A-3A3

            	
              Form
                of Face of Class 3-A-3 Certificate

            
	
              Exhibit A-3A4

            	
              Form
                of Face of Class 3-A-4 Certificate

            
	
              Exhibit A-4A1

            	
              Form
                of Face of Class 4-A-1 Certificate

            
	
              Exhibit A-4A2

            	
              Form
                of Face of Class 4-A-2 Certificate

            
	
              Exhibit
                A-4A3

            	
              Form
                of Face of Class 4-A-3 Certificate

            
	
              Exhibit B-JB1

            	
              Form
                of Face of Class J-B-1 Certificate

            
	
              Exhibit B-JB2

            	
              Form
                of Face of Class J-B-2 Certificate

            
	
              Exhibit B-JB3

            	
              Form
                of Face of Class J-B-3 Certificate

            
	
              Exhibit B-JB4

            	
              Form
                of Face of Class J-B-4 Certificate

            
	
              Exhibit B-JB5

            	
              Form
                of Face of Class J-B-5 Certificate

            
	
              Exhibit B-JB6

            	
              Form
                of Face of Class J-B-6 Certificate

            
	
              Exhibit B-XB1

            	
              Form
                of Face of Class X-B-1 Certificate

            
	
              Exhibit B-XB2

            	
              Form
                of Face of Class X-B-2 Certificate

            
	
              Exhibit B-XB3

            	
              Form
                of Face of Class X-B-3 Certificate

            
	
              Exhibit B-XB4

            	
              Form
                of Face of Class X-B-4 Certificate

            
	
              Exhibit B-XB5

            	
              Form
                of Face of Class X-B-5 Certificate

            
	
              Exhibit B-XB6

            	
              Form
                of Face of Class X-B-6 Certificate

            
	
              Exhibit C

            	
              Form
                of Reverse of all Certificates

            
	
              Exhibit D-1

            	
              Loan
                Group 1 Mortgage Loan Schedule

            
	
              Exhibit D-2

            	
              Loan
                Group 2 Mortgage Loan Schedule

            
	
              Exhibit D-3

            	
              Loan
                Group 3 Mortgage Loan Schedule

            
	
              Exhibit D-4

            	
              Loan
                Group 4 Mortgage Loan Schedule

            
	
              Exhibit E

            	
              Request
                for Release of Documents

            
	
              Exhibit F

            	
              Form
                of Certification of Establishment of Account

            
	
              Exhibit G-1

            	
              Form
                of Transferor’s Certificate

            
	
              Exhibit G-2A

            	
              Form 1
                of Transferee’s Certificate

            
	
              Exhibit G-2B

            	
              Form 2
                of Transferee’s Certificate

            
	
              Exhibit H

            	
              Form
                of Transferee Representation Letter for ERISA

            
	 	
              Restricted
                Certificates

            
	
              Exhibit I

            	
              Form
                of Affidavit Regarding Transfer of Residual Certificate

            
	
              Exhibit J

            	
              List
                of Recordation States

            
	
              Exhibit K

            	
              Form
                of Initial Certification

            
	
              Exhibit L

            	
              Form
                of Final Certification

            
	
              Exhibit M

            	
              Form
                of Sarbanes-Oxley Certification

            
	
              Exhibit N

            	
              Relevant
                Servicing Criteria

            
	
              Exhibit O

            	
              Additional
                Form 10-D Disclosure

            
	
              Exhibit P

            	
              Additional
                Form 10-K Disclosure

            


    


    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    


    
      	
              Exhibit Q

            	
              Form
                8-K Disclosure Information

            
	
              Exhibit R

            	
              Form
                of Back-up Certification

            
	
              Exhibit S

            	
              Form
                of Additional Disclosure Notification

            
	
              Exhibit T

            	
              Form
                of Transferor’s Certificate Regarding Transfer of Residual
                Certificate

            


    

    



    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    


    POOLING
      AND SERVICING AGREEMENT

     

    THIS
      POOLING AND SERVICING AGREEMENT, dated [_____] [__], 20[__], is hereby executed
      by and among BANC OF AMERICA FUNDING CORPORATION, as depositor (together with
      its permitted successors and assigns, the “Depositor”),
      [__________], as master servicer (together with its permitted successors and
      assigns, in such capacity, the “Master
      Servicer”) and as securities administrator (together with its permitted
      successors and assigns, in such capacity, the “Securities
      Administrator”), and [__________], as trustee (together with its
      permitted successors and assigns, the “Trustee”).

     

    WITNESSETH  THAT:

     

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

     

    PRELIMINARY
      STATEMENT

     

    The
      Depositor intends to sell pass-through certificates (collectively, the “Certificates”),
      to be issued hereunder in multiple Classes, which in the aggregate will evidence
      the entire beneficial ownership interest in the Trust Estate created
      hereunder.  The Certificates will consist of twenty-four Classes of
      Certificates, designated as the Class 1-A-1, Class 1-A-2, Class 2-A-R, Class
      2-A-1, Class 2-A-2, Class 3-A-1, Class 3-A-2, Class 3-A-3, Class 3-A-4, Class
      4-A-1, Class 4-A-2, Class 4-A-3, Class J-B-1, Class J-B-2, Class J-B-3, Class
      J-B-4, Class J-B-5, Class J-B-6, Class X-B-1, Class X-B-2, Class X-B-3, Class
      X-B-4, Class X-B-5 and Class X-B-6 Certificates.  The descriptions of
      the Lower-Tier REMIC, the Middle-Tier REMIC and the Upper-Tier REMIC that follow
      are part of the Preliminary Statement.  Any inconsistencies or
      ambiguities in this Agreement or in the administration of this Agreement shall
      be resolved pursuant to the terms of Section 11.01 hereof
      in a manner that preserves the validity of such REMIC elections described
      below.

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Lower-Tier
      REMIC

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Mortgage Loans and certain other
      related assets subject to this Agreement as a real estate mortgage investment
      conduit (“REMIC”)
      for federal income tax purposes, and such segregated pool of assets will be
      designated as the “Lower-Tier
      REMIC.”  The Class LR Interest will represent the sole class of
“residual interests” in the Lower-Tier REMIC for purposes of the REMIC
      Provisions.  The following table irrevocably sets forth the
      designation, the Uncertificated Lower-Tier REMIC Pass-Through Rate, the initial
      Uncertificated Balance, and solely for purposes of satisfying Treasury
      Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      each of the Uncertificated Lower-Tier Regular Interests.  None of the
      Uncertificated Lower-Tier Interests will be certificated.

     

    
      	
              Designation

            	
              Initial
                Uncertificated Balance

            	
              Uncertificated

              Lower-Tier
                REMIC Pass-Through Rate

            	
              
              

              
              

              Latest
                Possible Maturity Date(1)

            
	
              Class
                1-L

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                1-LS

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                2-L

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                2-LS

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                3-L

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                3-LS

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                4-L

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                4-LS

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            


    

     

    
      	
              (1)  

            	
              Solely
                for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in the month following the maturity date for
                the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each Uncertificated Lower-Tier Regular
                Interest.

            


    

     

    
      	
              (2)  

            	
              Calculated
                in accordance with the definition of “Uncertificated Lower-Tier REMIC
                Pass-Through Rate” herein.

            


    

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Middle-Tier
      REMIC

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Uncertificated Lower-Tier Regular
      Interests as a REMIC for federal income tax purposes, and such segregated pool
      of assets will be designated as the “Middle-Tier
      REMIC.”  The Class MR Interest will represent the sole
      class of “residual interests” in the Middle-Tier REMIC for purposes of the
      REMIC Provisions.  The following table irrevocably sets forth the
      designation, the Uncertificated Middle-Tier REMIC Pass-Through Rate, the initial
      Uncertificated Balance, and solely for purposes of satisfying Treasury
      Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity
      date” for each of the Uncertificated Middle-Tier Regular
      Interests.  None of the Uncertificated Middle-Tier Interests will be
      certificated.

     

    
      	
              Designation

            	
              Initial
                Uncertificated Balance

            	
              Uncertificated

              Middle-Tier
                REMIC Pass-Through Rate

            	
              
              

              
              

              Latest
                Possible Maturity Date(1)

            
	
              Class
                MRI-1A1

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-2AR

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-2A1

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-3A1

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-4A1

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-JB1

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-JB2

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-JB3

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-JB4

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-JB5

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-JB6

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-XB1

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-XB2

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-XB3

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-XB4

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-XB5

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            
	
              Class
                MRI-XB6

            	
              $[__________]

            	
              Variable(2)

            	
              [__________]

            


    

    


    
      	
              (1)

            	
              Solely
                for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in the month following the maturity date for
                the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each Uncertificated Middle-Tier
                Regular Interest. 

            


    

     

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated Middle-Tier REMIC
                Pass-Through Rate” herein. 

            


    

     

    The
      foregoing Lower-Tier REMIC and Middle-Tier REMIC structure is intended to cause
      all the cash from the Mortgage Loans to flow through the Upper-Tier REMIC as
      cash flow on a Upper-Tier Regular Interest, without creating any shortfall,
      actual or potential (other than for losses), to any Upper-Tier Regular
      Interest.  To the extent that the structure is believed to diverge
      from such intention, the party identifying such ambiguity or drafting error
      shall notify the other parties hereto, and the parties hereto shall attempt
      to
      resolve such ambiguity or drafting error in accordance with Section 11.01
      hereto.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Upper-Tier
      REMIC

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Uncertificated Middle-Tier Regular
      Interests as a REMIC for federal income tax purposes, and such segregated pool
      of assets will be designated as the “Upper-Tier
      REMIC.”  The Class UR Interest will represent the sole class of
“residual interests” in the Upper-Tier REMIC for purposes of the REMIC
      Provisions.  The following table irrevocably sets forth (or describes)
      the designation, the Interest Rate, and Initial Uncertificated Balance or
      Notional Amount for each Upper-Tier Regular Interest comprising the “regular
      interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and
      solely for purposes of Satisfying Treasury Regulations
      Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each
      class of Upper-Tier Regular Interests.

     

    
      	
              Designation

            	
              Initial
                Uncertificated Balance or Notional Amount

            	
              Interest
                Rate

            	
              
              

              
              

              Latest
                Possible Maturity Date(1)

            
	
              1-A-1

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              1-A-2

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              2-A-R

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              2-A-1

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              2-A-2

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              3-A-1

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              3-A-2

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              3-A-3

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              3-A-4

            	
              $[__________](3)

            	
              (2)

            	
              [__________]

            
	
              4-A-1

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              4-A-2

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              4-A-3

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              J-B-1

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              J-B-2

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              J-B-3

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              J-B-4

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              J-B-5

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              J-B-6

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              X-B-1

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              X-B-2

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              X-B-3

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              X-B-4

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              X-B-5

            	
              $[__________]

            	
              (2)

            	
              [__________]

            
	
              X-B-6

            	
              $[__________]

            	
              (2)

            	
              [__________]

            


    

    


    
      	
              (1)

            	
              Solely
                for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in the month following the maturity date for
                the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each Upper-Tier Regular Interest.
                

            


    

     

    
      	
              (2)

            	
              Interest
                will accrue on these Upper-Tier Regular Interests at a rate equal
                to the
                Pass-Through Rate of the Corresponding Class of Certificates.
                

            


    

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
              (3)

            	
              Calculated
                in accordance with the definition of “Notional Amount” herein.
                

            


    

     

    


     

    


     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    SUMMARY
      OF CERTIFICATES

     

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

     

    
      	
              Classes

            	
              Initial
                Class Certificate Balance or Initial Notional Amount

            	
              Pass-Through
                Rate

            	
              Minimum

              Denomination

            	
              Integral

              Multiples
                in

              Excess
                of

              Minimum

            
	
              Class
                1-A-1

            	
              $[__________]

            	
              (1)

            	
              $[1,000]

            	
              $[1]

            
	
              Class
                1-A-2

            	
              $[__________]

            	
              (1)

            	
              $[1,000]

            	
              $[1]

            
	
              Class
                2-A-R

            	
              $[__________]

            	
              (2)

            	
              $[100]

            	
              N/A

            
	
              Class
                2-A-1

            	
              $[__________]

            	
              (2)

            	
              $[1,000]

            	
              $[1]

            
	
              Class
                2-A-2

            	
              $[__________]

            	
              (2)

            	
              $[1,000]

            	
              $[1]

            
	
              Class
                3-A-1

            	
              $[__________]

            	
              (3)

            	
              $[1,000]

            	
              $[1]

            
	
              Class
                3-A-2

            	
              $[__________]

            	
              (3)

            	
              $[1,000]

            	
              $[1]

            
	
              Class
                3-A-3

            	
              $[__________]

            	
              (3)

            	
              $[1,000]

            	
              $[1]

            
	
              Class
                3-A-4

            	
              $[__________]

            	
              (4)

            	
              $[1,000,000]

            	
              $[1]

            
	
              Class
                4-A-1

            	
              $[__________]

            	
              (5)

            	
              $[1,000]

            	
              $[1]

            
	
              Class
                4-A-2

            	
              $[__________]

            	
              (5)

            	
              $[1,000]

            	
              $[1]

            
	
              Class
                4-A-3

            	
              $[__________]

            	
              (5)

            	
              $[1,000]

            	
              $[1]

            
	
              Class
                J-B-1

            	
              $[__________]

            	
              (6)

            	
              $[25,000]

            	
              $[1]

            
	
              Class
                J-B-2

            	
              $[__________]

            	
              (6)

            	
              $[25,000]

            	
              $[1]

            
	
              Class
                J-B-3

            	
              $[__________]

            	
              (6)

            	
              $[25,000]

            	
              $[1]

            
	
              Class
                J-B-4

            	
              $[__________]

            	
              (6)

            	
              $[25,000]

            	
              $[1]

            
	
              Class
                J-B-5

            	
              $[__________]

            	
              (6)

            	
              $[25,000]

            	
              $[1]

            
	
              Class
                J-B-6

            	
              $[__________]

            	
              (6)

            	
              $[25,000]

            	
              $[1]

            
	
              Class
                X-B-1

            	
              $[__________]

            	
              (7)

            	
              $[25,000]

            	
              $[1]

            
	
              Class
                X-B-2

            	
              $[__________]

            	
              (7)

            	
              $[25,000]

            	
              $[1]

            
	
              Class
                X-B-3

            	
              $[__________]

            	
              (7)

            	
              $[25,000]

            	
              $[1]

            
	
              Class
                X-B-4

            	
              $[__________]

            	
              (7)

            	
              $[25,000]

            	
              $[1]

            
	
              Class
                X-B-5

            	
              $[__________]

            	
              (7)

            	
              $[25,000]

            	
              $[1]

            
	
              Class
                X-B-6

            	
              $[__________]

            	
              (7)

            	
              $[25,000]

            	
              $[1]

            
	 	 	 	 	 


    

     

    
      	
              (1)

            	
              Interest
                will accrue on these Certificates at a per annum rate equal to the
                Net WAC
                of the Group 1 Mortgage Loans.


            


    

     

    
      	
              (2)

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


            


    

     

    
      	
              (3)

            	
              For
                each Distribution Date occurring prior to and including the Distribution
                Date in [_____], interest will accrue on these Certificates at a
                per annum
                rate equal to Net WAC of the Group 3 Mortgage Loans less [_____]%.
                For
                each Distribution Date occurring on and after the Distribution Date
                in
                [_____], interest will accrue on these Certificates at a per annum
                rate
                equal to the Net WAC of the Group 3 Mortgage Loans.
                

            


    

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
              (4)

            	
              For
                each Distribution Date occurring prior to and including the Distribution
                Date in [_____], interest will accrue on these Certificates at a
                per annum
                rate equal to [_____]%. For each Distribution Date occurring on and
                after
                the Distribution Date in [_____], no interest will accrue on these
                Certificates. 

            


    

     

    
      	
              (5)

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


            


    

     

    
      	
              (6)

            	
              Interest
                will accrue on these Certificates at a per annum rate equal to the
                weighted average (based on the Group Subordinate Amount for each
                Loan
                Group in Loan Group J) of the Net WAC of the Group J Mortgage Loans.
                

            


    

     

    
      	
              (7)

            	
              Interest
                will accrue on these Certificates at a per annum rate equal to the
                weighted average (based on the Group Subordinate Amount for each
                Loan
                Group in Loan Group X) of the Net WAC of the Group X Mortgage Loans.
                

            


    

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    ARTICLE
      I

     

    


     

    DEFINITIONS

     

    Section
      1.01 Defined
      Terms.

     

    Whenever
      used in this Agreement, the following words and phrases, unless the context
      otherwise requires, shall have the meanings specified in this
      Article:

     

    10-K
      Filing Deadline:  As defined in Section 3.22(c).

     

    1933
      Act:  The Securities Act of 1933, as amended.

     

    Accrued
      Certificate Interest:  For any Distribution Date and each
      Class, one month’s interest accrued during the related Interest Accrual Period
      at the applicable Pass-Through Rate on the applicable Class Certificate
      Balance or Notional Amount.

     

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

     

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

     

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

     

    Additional
      Servicer:  A Subcontractor engaged by the Master Servicer or
      the Securities Administrator that is a “servicer” within the meaning of Item
      1101 of Regulation AB and meets any of the criteria in Item 1108(a)(2)(i)
      through (iii) of Regulation AB.

     

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

     

    Advance:  A
      Periodic Advance or a Servicing Advance.

     

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

     

    Appraised
      Value:  With respect to any Mortgaged Property, either
      (i) the lesser of (a) the appraised value determined in an appraisal
      obtained by the originator generally no more than four months prior to
      origination (or, with respect to newly constructed properties, no more than
      twelve months prior to origination) of such Mortgage Loan or, in certain cases,
      an automated

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    valuation
      model (if applicable) or tax assessed value and (b) the sales price for
      such property, except that, in the case of Mortgage Loans the proceeds of which
      were used to refinance an existing mortgage loan, the Appraised Value of the
      related Mortgaged Property is the appraised value thereof determined in an
      appraisal obtained at the time of refinancing or, in certain cases, an automated
      valuation model (if applicable) or tax assessed value, or (ii) the
      appraised value determined in an appraisal made at the request of a Mortgagor
      subsequent to origination in order to eliminate the Mortgagor’s obligation to
      keep a Primary Mortgage Insurance Policy in force.

     

    Assessment
      of Compliance:  As defined in Section 3.21(a).

     

    Assignment
      of Mortgage:  An individual assignment of the Mortgage, notice
      of transfer or equivalent instrument in recordable form, sufficient under the
      laws of the jurisdiction wherein the related Mortgaged Property is located
      to
      give record notice of the sale of the Mortgage.

     

    Attestation
      Report:  As defined in Section 3.21(b).

     

    Authenticating
      Agents:  As defined in Section 9.10.

     

    Back-up
      Certification:  As defined in Section 3.22(e).

     

    BAFC:  Banc
      of America Funding Corporation.

     

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

     

    Book-Entry
      Certificate:  All Classes of Certificates other than the
      Physical Certificates.

     

    Business
      Day:  Any day other than (i) a Saturday or a Sunday or
      (ii) a day on which banking institutions in the State of North Carolina,
      the State of New York, the states in which the servicing offices of any Servicer
      are located, the state or states in which the master servicing offices of the
      Master Servicer are located or the state or states in which the Corporate Trust
      Offices of the Trustee and the Securities Administrator are located are required
      or authorized by law or executive order to be closed.

     

    Buy-Down
      Account:  The separate Eligible Account or Accounts created and
      maintained by a Servicer as set forth in Section 3.08.

     

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

     

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

     

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

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Calculated
      Principal Distribution:  As defined in Section 5.04(b)(iii).

     

    Capitalization
      Reimbursement Amount: As of any date, the amount of Advances that have
      been added to the unpaid principal balance of a Mortgage Loan in connection
      with
      a Servicer Modification.

     

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

     

    Certificate
      Account:  The Eligible Account created and maintained by the
      Securities Administrator pursuant to Section 3.09(b) in
      the name of the Securities Administrator, on behalf of the Trustee, for the
      benefit of the Certificateholders and designated “[__________], as Securities
      Administrator for [__________], as Trustee, in trust for registered holders
      of
      Banc of America Funding Corporation Mortgage Pass-Through Certificates,
      Series 20[__]-[_].”  The Certificate Account shall be deemed to
      consist of seven sub-accounts; one for each of the Loan Groups (the “Loan
      Group 1 Sub-Account,” “Loan
      Group 2 Sub-Account,” “Loan
      Group 3 Sub-Account” and “Loan
      Group 4 Sub-Account”), and one for each of the Lower-Tier Certificate
      Sub-Account, the Middle-Tier Certificate Sub-Account and the Upper-Tier
      Certificate Sub-Account.  Funds in the Certificate Account shall be
      held in trust for the Holders of the Certificates for the uses and purposes
      set
      forth in this Agreement.

     

    Certificate
      Balance:  With respect to any Certificate at any date, the
      maximum dollar amount of principal to which the Holder thereof is then entitled
      hereunder, such amount being equal to the product of the Percentage Interest
      of
      such Certificate and the Class Certificate Balance of the Class of Certificates
      of which such Certificate is a part.

     

    Certificate
      Custodian:  Initially, [__________]; thereafter any other
      Certificate Custodian acceptable to the Depository and selected by the
      Securities Administrator.

     

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

     

    Certificate
      Register:  The register maintained pursuant to Section 6.02.

     

    Certificate
      Registrar:  The registrar appointed pursuant to Section 6.02.

     

    Certificateholder:  The
      Person in whose name a Certificate is registered in the Certificate Register,
      except that, solely for the purpose of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of the Depositor, the Master
      Servicer or any affiliate thereof shall be deemed not to be outstanding and
      the
      Percentage Interest and Voting Rights evidenced thereby shall not be taken
      into
      account in determining whether the requisite amount of Percentage Interests
      or
      Voting Rights, as the case may be, necessary to effect any such consent has
      been
      obtained, unless such entity is the registered owner of the entire Class of
      Certificates, provided
      that neither the Securities Administrator nor the Trustee shall be responsible
      for knowing that any Certificate is registered in the name of an affiliate
      of
      the Depositor or the Master Servicer unless one of its Responsible Officers
      has
      actual knowledge thereof.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    Class 1-A-1
      Loss Amount:  With respect to any Distribution Date after the
      Senior Credit Support Depletion Date for Group J, the amount, if any, by which
      the Class Certificate Balance of the Class 1-A-1 Certificates would be
      reduced as a result of the allocation of any reduction pursuant to Section
      5.04(b) to such Class, without regard to the operation of Section
      5.04(e).

     

    Class 1-A-2
      Loss Allocation Amount:  With respect to any Distribution Date
      after the Senior Credit Support Depletion Date for Group J, the lesser of
      (a) the Class Certificate Balance of the Class 1-A-2 Certificates
      with respect to such Distribution Date prior to any reduction for the
      Class 1-A-2 Loss Allocation Amount and (b) the Class 1-A-1 Loss
      Amount with respect to such Distribution Date.

     

    Class 2-A-1
      Loss Amount:  With respect to any Distribution Date after the
      Senior Credit Support Depletion Date for Group J, the amount, if any, by which
      the Class Certificate Balance of the Class 2-A-1 Certificates would be
      reduced as a result of the allocation of any reduction pursuant to Section
      5.04(b) to such Class, without regard to the operation of Section
      5.04(e).

     

    Class 2-A-2
      Loss Allocation Amount:  With respect to any Distribution Date
      after the Senior Credit Support Depletion Date for Group J, the lesser of
      (a) the Class Certificate Balance of the Class 2-A-2 Certificates
      with respect to such Distribution Date prior to any reduction for the
      Class 2-A-2 Loss Allocation Amount and (b) the Class 2-A-1 Loss
      Amount with respect to such Distribution Date.

     

    Class 3-A-1
      Loss Amount:  With respect to any Distribution Date after the
      Senior Credit Support Depletion Date for Group X, the amount, if any, by which
      the Class Certificate Balance of the Class 3-A-1 Certificates would be
      reduced as a result of the allocation of any reduction pursuant to Section
      5.04(b) to such Class, without regard to the operation of Section
      5.04(e).

     

    Class 3-A-2
      Loss Amount:  With respect to any Distribution Date after the
      Senior Credit Support Depletion Date for Group X, the amount, if any, by which
      the Class Certificate Balance of the Class 3-A-2 Certificates would be
      reduced as a result of the allocation of any reduction pursuant to Section 5.04(b) to
      such Class, without regard to the operation of Section
      5.04(e).

     

    Class 3-A-2
      Loss Allocation Amount:  With respect to any Distribution Date
      after the Senior Credit Support Depletion Date for Group X and after the Class
      Certificate Balance of the Class 3-A-3 Certificates has been reduced to zero,
      the lesser of (a) the Class Certificate Balance of the
      Class 3-A-2 Certificates with respect to such Distribution Date prior to
      any reduction for

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    the
      Class 3-A-2 Loss Allocation Amount and (b) the Class 3-A-1 Loss
      Amount with respect to such Distribution Date.

     

    Class 3-A-3
      Loss Allocation Amount:  With respect to any Distribution Date
      after the Senior Credit Support Depletion Date for Group X, the lesser of
      (a) the Class Certificate Balance of the Class 3-A-3 Certificates
      with respect to such Distribution Date prior to any reduction for the
      Class 3-A-3 Loss Allocation Amount and (b) the sum of the
      Class 3-A-1 Loss Amount and the Class 3-A-2 Loss Amount with respect to
      such Distribution Date.

     

    Class
      3-A-4 Notional Amount:  With respect to each Distribution Date
      and the Class 3-A-4 Certificates, the sum of the Class Certificate Balances
      of
      Class 3-A-1, Class 3-A-2 and Class 3-A-3 Certificates.

     

    Class 4-A-1
      Loss Amount:  With respect to any Distribution Date after the
      Senior Credit Support Depletion Date for Group X, the amount, if any, by which
      the Class Certificate Balance of the Class 4-A-1 Certificates would be
      reduced as a result of the allocation of any reduction pursuant to Section
      5.04(b) to such Class, without regard to the operation of Section
      5.04(e).

     

    Class 4-A-2
      Loss Amount:  With respect to any Distribution Date after the
      Senior Credit Support Depletion Date for Group X, the amount, if any, by which
      the Class Certificate Balance of the Class 4-A-2 Certificates would be
      reduced as a result of the allocation of any reduction pursuant to Section 5.04(b) to
      such Class, without regard to the operation of Section
      5.04(e).

     

    Class 4-A-2
      Loss Allocation Amount:  With respect to any Distribution Date
      after the Senior Credit Support Depletion Date for Group X and after the Class
      Certificate Balance of the Class 4-A-3 Certificates has been reduced to zero,
      the lesser of (a) the Class Certificate Balance of the
      Class 4-A-2 Certificates with respect to such Distribution Date prior to
      any reduction for the Class 4-A-2 Loss Allocation Amount and (b) the
      Class 4-A-1 Loss Amount with respect to such Distribution
      Date.

     

    Class 4-A-3
      Loss Allocation Amount:  With respect to any Distribution Date
      after the Senior Credit Support Depletion Date for Group X, the lesser of
      (a) the Class Certificate Balance of the Class 4-A-3 Certificates
      with respect to such Distribution Date prior to any reduction for the
      Class 4-A-3 Loss Allocation Amount and (b) the sum of the
      Class 4-A-1 Loss Amount and the Class 4-A-2 Loss Amount with respect to
      such Distribution Date.

     

    Class Certificate
      Balance:  With respect to any Class of Certificates and
      any date of determination, and subject to Section 5.04(b),
      an amount equal to (a) the Initial Class Certificate Balance of such Class
      minus (A) the sum of (i) all distributions of principal made with
      respect thereto, (ii) all reductions in Class Certificate Balance
      previously allocated thereto pursuant to Section 5.04(b) 
in the case
      of the Class 1-A-2, Class 2-A-2, Class 3-A-2, Class 3-A-3, Class
      4-A-2 and Class 4-A-3 Certificates, any reduction allocated thereto pursuant
      to
Section 5.04(e)
      plus (B) the sum of (i) all increases in Class Certificate
      Balance previously allocated thereto pursuant to Section 5.04(b) in
      the case of the Class 1-A-2, Class 2-A-2, Class 3-A-2, Class 3-A-3, Class 4-A-2
      and Class 4-A-3 Certificates, any increases allocated thereto pursuant to Section 5.04(e).  The
      Class 3-A-4 Certificates are Interest Only Certificates and have no Class
      Certificate Balance.

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


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

     

    Class IO
      Distribution Amount:  As defined in Section 5.12 hereof.

     

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

     

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

     

    Closing
      Date:  [_____] [__], 20[__].

     

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

     

    Collection
      Period:  With respect to any Distribution Date, the period from
      the second day of the calendar month preceding the month in which such
      Distribution Date occurs through the first day of the month in which such
      Distribution Date occurs.

     

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

     

    Compensating
      Interest:  With respect to any Distribution Date and Servicer,
      an amount equal to the lesser of (a) the aggregate Servicing Fee payable to
      such
      Servicer for the Mortgage Loans serviced by such Servicer as of the Due Date
      of
      the month preceding the month of such Distribution Date and (b) the
      aggregate of the Prepayment Interest Shortfalls on the Mortgage Loans serviced
      by such Servicer resulting from Principal Prepayments on such Mortgage Loans
      during the related Prepayment Period.

     

    Compliance
      Statement:  As defined in Section 3.20.

     

    Cooperative:  A
      private, cooperative housing corporation which owns or leases land and all
      or
      part of a building or buildings, including apartments, spaces used for
      commercial purposes and common areas therein and whose board of directors
      authorizes, among other things, the sale of Cooperative Stock.

     

    Cooperative
      Apartment:  A dwelling unit in a multi-dwelling building owned
      or leased by a Cooperative, which unit the Mortgagor has an exclusive right
      to
      occupy pursuant to the terms of a proprietary lease or occupancy
      agreement.

     

    Cooperative
      Lease:  With respect to a Cooperative Loan, the proprietary
      lease or occupancy agreement with respect to the Cooperative Apartment occupied
      by the Mortgagor and relating to the related Cooperative Stock, which lease
      or
      agreement confers an exclusive right to the holder of such Cooperative Stock
      to
      occupy such apartment.

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Cooperative
      Loans:  Any of the Mortgage Loans made in respect of a
      Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
      Security Agreement, (ii) the related Cooperative Stock Certificate,
      (iii) an assignment or mortgage of the Cooperative Lease,
      (iv) financing statements and (v) a stock power (or other similar
      instrument), and ancillary thereto, a Recognition Agreement, each of which
      was
      transferred and assigned to the Trust pursuant to Section 2.01.

     

    Cooperative
      Stock:  With respect to a Cooperative Loan, the single
      outstanding class of stock, partnership interest or other ownership
      instrument in the related Cooperative.

     

    Cooperative
      Stock Certificate:  With respect to a Cooperative Loan, the
      stock certificate or other instrument evidencing the related Cooperative
      Stock.

     

    Corporate
      Trust Office:  With respect to the Trustee, the office of the
      Trustee, which office at the date of the execution of this instrument is located
      at [__________], Attention:  [__________], or at such other address as
      the Trustee may designate from time to time by notice to the Certificateholders,
      the Depositor, the Securities Administrator and the Master
      Servicer.  With respect to the Securities Administrator, the principal
      corporate trust office of the Securities Administrator at which at any
      particular time its corporate trust business with respect to this Agreement
      is
      conducted, which office at the date of the execution of this instrument is
      located at [__________], Attention:  [__________], or at such other
      address as the Securities Administrator may designate from time to time by
      notice to the Certificateholders, the Depositor, the Trustee and the Master
      Servicer.

     

    Corresponding
      Class or Classes:  The Class of interests in one REMIC created
      under this Agreement that corresponds to the Class of interests in another
      REMIC
      or to a Class or Classes of Certificates in the manner set out
      below:

    


    
      	
              Uncertificated
                Middle-Tier Regular Interest

            	
              Corresponding
                Upper-Tier Regular Interest

            	
              Corresponding
                Class or Classes of Certificates

            
	
              Class
                MRI-1A1 Interest

            	
              Class
                1-A-1 and Class 1-A-2 Interests

            	
              Class
                1-A-1 and Class 1-A-2 Certificates

            
	
              Class
                MRI-2AR Interest

            	
              N/A

            	
              Class
                2-A-R Certificate

            
	
              Class
                MRI-2A1 Interest

            	
              Class
                2-A-1 and Class 2-A-2 Interests

            	
              Class
                2-A-1 and Class 2-A-2 Certificates

            
	
              Class
                MRI-3A1 Interest

            	
              Class
                3-A-1, Class 3-A-2, Class 3-A-3 and Class 3-A-4 Interests

            	
              Class
                3-A-1, Class 3-A-2, Class 3-A-3 and Class 3-A-4
                Certificates

            
	
              Class
                MRI-4A1 Interest

            	
              Class
                4-A-1, Class 4-A-2 and Class 4-A-3 Interests

            	
              Class
                4-A-1, Class 4-A-2 and Class 4-A-3 Certificates

            
	
              Class
                MRI-JB1 Interest

            	
              Class J-B-1
                Interest

            	
              Class J-B-1
                Certificates

            
	
              Class
                MRI-JB2 Interest

            	
              Class J-B-2
                Interest

            	
              Class J-B-2
                Certificates

            
	
              Class
                MRI-JB3 Interest

            	
              Class J-B-3
                Interest

            	
              Class J-B-3
                Certificates

            
	
              Class
                MRI-JB4 Interest

            	
              Class J-B-4
                Interest

            	
              Class J-B-4
                Certificates

            
	
              Class
                MRI-JB5 Interest

            	
              Class
                J-B-5 Interest

            	
              Class
                J-B-5 Certificates

            
	
              Class
                MRI-JB6 Interest

            	
              Class
                J-B-6 Interest

            	
              Class
                J-B-6 Certificates

            


    


    
      
        
        

      

      
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              Uncertificated
                Middle-Tier Regular Interest

            	
              Corresponding
                Upper-Tier Regular Interest

            	
              Corresponding
                Class or Classes of Certificates

            
	
              Class
                MRI-XB1 Interest

            	
              Class X-B-1
                Interest

            	
              Class X-B-1
                Certificates

            
	
              Class
                MRI-XB2 Interest

            	
              Class X-B-2
                Interest

            	
              Class X-B-2
                Certificates

            
	
              Class
                MRI-XB3 Interest

            	
              Class X-B-3
                Interest

            	
              Class X-B-3
                Certificates

            
	
              Class
                MRI-XB4 Interest

            	
              Class X-B-4
                Interest

            	
              Class X-B-4
                Certificates

            
	
              Class
                MRI-XB5 Interest

            	
              Class
                X-B-5 Interest

            	
              Class
                X-B-5 Certificates

            
	
              Class
                MRI-XB6 Interest

            	
              Class
                X-B-6 Interest

            	
              Class
                X-B-6 Certificates

            


    

    


    Custodian:  Initially,
      the Trustee and thereafter any custodian appointed by the Trustee pursuant
      to
Section 9.12. A
      Custodian may (but need not) be the Trustee or any Person directly or indirectly
      controlling or controlled by or under common control of either of
      them.  None of the Master Servicer, any Servicer or the Depositor, or
      any Person directly or indirectly controlling or controlled by or under common
      control with any such Person may be appointed Custodian.

     

    Customary
      Servicing Procedures:  With respect to (i) any Servicer,
      procedures (including collection procedures) that a Servicer customarily employs
      and exercises in servicing and administering mortgage loans for its own account
      and which are in accordance with accepted mortgage servicing practices of
      prudent lending institutions servicing mortgage loans of the same type as the
      Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
      are located and (ii) the Master Servicer, those master servicing procedures
      that constitute customary and usual standards of practice of prudent mortgage
      loan master servicers.

     

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

     

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

     

    Debt
      Service Reduction:  As to any Mortgage Loan and any
      Determination Date, the excess of (i) the Monthly Payment due on the
      related Due Date under the terms of such Mortgage Loan over (ii) the amount
      of the monthly payment of principal and/or interest required to be paid with
      respect to such Due Date by the Mortgagor as established by a court of competent
      jurisdiction (pursuant to an order which has become final and nonappealable)
      as
      a result of a proceeding initiated by or against the related Mortgagor under
      the
      Bankruptcy Code, as amended from time to time (11 U.S.C.); provided that no such excess
      shall be considered a Debt Service Reduction so long as (a) the Servicer of
      such Mortgage Loan is pursuing an appeal of the court order giving rise to
      any
      such modification and (b)(1) such Mortgage Loan is not in default with
      respect to payment due thereunder in accordance with the terms of such Mortgage
      Loan as in effect on the Cut-off Date or (2) Monthly Payments are being
      advanced by the applicable Servicer, the Master Servicer or the Trustee, as
      applicable, in accordance with the terms of such Mortgage Loan as in effect
      on
      the Cut-off Date.

     


    
      
        
        

      

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

     

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

     

    Definitive
      Certificates:  As defined in Section 6.02(c)(iii).

     

    Denomination:  The
      amount, if any, specified on the face of each Certificate (other than an
      Interest Only Certificate) representing the principal portion of the related
      Initial Class Certificate Balance evidenced by such Certificate.  As
      to any Interest Only Certificate, the amount specified on the face of each
      such
      Certificate representing the portion of the Maximum Initial Notional Amount
      evidenced by such Certificate.

     

    Depositor:  Banc
      of America Funding Corporation, a Delaware corporation, or its successor in
      interest, as depositor of the Trust Estate.

     

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

     

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

     

    Determination
      Date:  With respect to any Distribution Date and for each
      Servicer, as defined in the applicable Servicing Agreement.

     

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

     

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

     

    EDGAR:  The
      Commission’s Electronic Data Gathering and Retrieval System.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    Eligible
      Account:  Any of (i) an account or accounts maintained
      with a federal or state chartered depository institution or trust company the
      short-term unsecured debt obligations of which (or, in the case of a depository
      institution or trust company that is the principal subsidiary of a holding
      company, the debt obligations of such holding company) have the highest
      short-term ratings of each Rating Agency at the time any amounts are held on
      deposit therein; 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, the Master Servicer and the Securities
      Administrator), acting in its fiduciary capacity or (iii) any other account
      acceptable to each Rating Agency.  Eligible Accounts may bear interest
      and may include, if otherwise qualified under this definition, accounts
      maintained with the Trustee, the Master Servicer or the Securities
      Administrator.

     

    ERISA:  The
      Employee Retirement Income Security Act of 1974, as amended.

     

    ERISA
      Restricted Certificates:  Any of the Class 2-A-R, Class
      J-B-4, Class J-B-5, Class J-B-6 Class X-B-4, Class X-B-5 and Class X-B-6
      Certificates and any Certificate that no longer meets the applicable rating
      requirements of an Underwriter’s Exemption.

     

    Escrow
      Account:  As defined in Section 3.08.

     

    Escrow
      Payments:  The amounts constituting taxes, assessments, Primary
      Mortgage Insurance Policy premiums, fire and hazard insurance premiums and
      other
      payments as may be required to be escrowed by the Mortgagor with the mortgagee
      pursuant to the terms of any Mortgage Note or Mortgage.

     

    Events
      of Default:  As defined in Section 8.01.

     

    Excess
      Proceeds:  With respect to any Liquidated Mortgage Loan, the
      amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
      Loan received in the calendar month in which such Mortgage Loan became a
      Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
      applicable Servicer as Nonrecoverable Advance(s) with respect to such Mortgage
      Loan pursuant to Section 3.11(a)(iv),
      exceeds (i) the unpaid principal balance of such Liquidated Mortgage Loan
      as of the Due Date in the month in which such Mortgage Loan became a Liquidated
      Mortgage Loan plus (ii) accrued interest at the Mortgage Interest Rate from
      the Due Date as to which interest was last paid or for which a Periodic Advance
      was made (and not reimbursed) up to the Due Date applicable to the Distribution
      Date immediately following the calendar month during which such liquidation
      occurred.

     

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

     

    Fannie
      Mae:  Fannie Mae, or any successor thereto.

     

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

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    Final
      Distribution Date:  The Distribution Date on which the final
      distribution in respect of some or all of the Certificates will be made pursuant
      to Section 10.01.

     

    Financial
      Market Service:  Bloomberg LP, Intex Solutions, Inc. and any
      other financial information provider designated by the Depositor by written
      notice to the Securities Administrator.

     

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

     

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

     

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

     

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

     

    Group
      1:  The Group 1 Certificates.

     

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

     

    Group
      1
      Certificates:  The Class 1-A-1 and Class 1-A-2
      Certificates.

     

    Group
      2:  The Group 2 Certificates.

     

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

     

    Group
      2
      Certificates:  The Class 2-A-1, Class 2-A-2 and
      Class 2-A-R Certificates.

     

    Group
      3:  The Group 3 Certificates.

     

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

     

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

     

    Group
      4:  The Group 4 Certificates.

     

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

     

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

     

    Group
      J:  Group 1, Group 2 and the Class J-B
      Certificates.

     

    Group
      J
      Mortgage Loans:  The Group 1 Mortgage Loans and the Group 2
      Mortgage Loans.

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


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

     

    Group
      X:  Group 3, Group 4 and the Class X-B
      Certificates.

     

    Group
      X
      Mortgage Loans:  The Group 3 Mortgage Loans and the Group 4
      Mortgage Loans.

     

    Holder:  A
      Certificateholder.

     

    Independent:  When
      used with respect to any specified Person means such a Person who (i) is in
      fact independent of the Depositor, the Trustee, the Securities Administrator,
      the Master Servicer and the Servicers, (ii) does not have any direct
      financial interest or any material indirect financial interest in the Depositor,
      the Trustee, the Securities Administrator, the Master Servicer or the Servicers
      or in an affiliate of any of them, and (iii) is not connected with the
      Depositor, the Trustee, the Securities Administrator, the Master Servicer or
      the
      Servicers as an officer, employee, promoter, underwriter, trustee, partner,
      director or person performing similar functions.  When used with
      respect to any accountants, a Person who is “independent” within the meaning of
      Rule 2-01(B) of the Commission’s Regulation S-X.

     

    Index:  As
      to any Mortgage Loan and Rate Adjustment Date, either of the [Six-Month LIBOR]
      Index or the [One-Year LIBOR] Index.  The Index applicable to each
      Mortgage Loan will be indicated on the Mortgage Loan Schedule.

     

    Initial
      Class Certificate Balance:  As to each Class of
      Certificates (other than the Interest Only Certificates), the
      Class Certificate Balance set forth in the Preliminary
      Statement.  The Interest Only Certificates have no Initial Class
      Certificate Balance.

     

    Insurance
      Policy:  With respect to any Mortgage Loan included in the
      Trust Estate, any Primary Mortgage Insurance Policy or any other insurance
      policy (including any policy covering any Mortgage Loan or Mortgaged Property,
      including without limitation, any hazard insurance policy required pursuant
      to
Section 3.12,
      any title insurance policy described in Section 2.01 and
      any Federal Housing Administration insurance policies and Department of Veterans
      Affairs insurance policies), including all riders and endorsements thereto
      in
      effect, including any replacement policy or policies for any Insurance
      Policies.

     

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

     

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

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    Interest
      Accrual Period:  As to any Distribution Date and each Class,
      the period from and including the first day of the calendar month preceding
      the
      calendar month of such Distribution Date to but not including the first day
      of
      the calendar month of such Distribution Date.

     

    Interest
      Distribution Amount:  For any Distribution Date and each Class
      of Certificates, the sum of (i) Accrued Certificate Interest, subject to
      reduction pursuant to Section 5.02(c) and
      (ii) any Class Unpaid Interest Shortfall for such Class.

     

    Interest
      Only Certificates:  The Class 3-A-4 Certificates.

     

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

     

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

     

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

     

    Loan
      Group 1:  The Group 1 Mortgage Loans.

     

    Loan
      Group 2:  The Group 2 Mortgage Loans.

     

    Loan
      Group 3:  The Group 3 Mortgage Loans.

     

    Loan
      Group 4:  The Group 4 Mortgage Loans.

     

    Loan
      Group J:  The Group 1 Mortgage Loans and the Group 2
      Mortgage Loans.

     

    Loan
      Group X:  The Group 3 Mortgage Loans and the Group 4
      Mortgage Loans.

     

    Loan-to-Value
      Ratio:  With respect to any Mortgage Loan and any date of
      determination, the fraction, expressed as a percentage, the numerator of which
      is the outstanding principal balance of the related Mortgage Loan at origination
      and the denominator of which is the Appraised Value of the related Mortgaged
      Property.

     

    Losses:  As
      defined in Section 5.10.

     

    Lower-Tier
      Certificate Sub-Account:  The sub-account of the Certificate
      Account designated by the Securities Administrator pursuant to Section 3.09(h).

     


    
      
        
        

      

      
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    Lower-Tier
      Distribution Amount:  As defined in Section 5.02(a)
      hereof.

     

    Lower-Tier
      REMIC:  As defined in the Preliminary Statement, the assets of
      which consist of the Mortgage Loans, such amounts as shall be held in the
      Lower-Tier Certificate Sub-Account, the insurance policies, if any, relating
      to
      an Mortgage Loan and property which secured a Mortgage Loan and which has been
      acquired by foreclosure or deed in lieu of foreclosure.

     

    Master
      Servicer:  [__________], and its successors-in-interest and, if
      a successor master servicer is appointed hereunder, such successor, as master
      servicer.

     

    Master
      Servicer Custodial Account:  The Eligible Account created and
      maintained by the Master Servicer pursuant to Section 3.09(c)
      in the name of the Master Servicer for the benefit of the Certificateholders
      and
      designated “[__________], as Master Servicer, in trust for the registered
      holders of Banc of America Funding Corporation Mortgage Pass-Through
      Certificates, Series 20[__]-[_].”

     

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

     

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

     

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

     

    Master
      Servicing Transfer Costs:  All reasonable costs and expenses
      (including attorney’s fees) incurred by the Trustee or a successor master
      servicer in connection with the transfer of master servicing or servicing from
      a
      predecessor master servicer, including, without limitation, any costs or
      expenses associated with the complete transfer of all master servicing data
      or
      servicing data and the completion, correction or manipulation of such master
      servicing data or servicing data as may be required by the Trustee or successor
      master servicer to correct any errors or insufficiencies in the master servicing
      data or servicing data or otherwise to enable the Trustee or a successor master
      servicer to master service or service, as the case may be, the applicable
      Mortgage Loans properly and effectively.

     

    Maximum
      Initial Notional Amount:  With respect to the Interest Only
      Certificate, the Notional Amount set forth in the Preliminary
      Statement.

     

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

     

    Middle-Tier
      Certificate Sub-Account:  The sub-account of the Certificate
      Account designated by the Securities Administrator pursuant to Section 3.09(h).

     

    Middle-Tier
      Distribution Amount:  As defined in Section 5.02(a)
      hereof.

     


    
      
        
        

      

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

     

    Monthly
      Payment:  The scheduled monthly payment on a Mortgage Loan due
      on any Due Date allocable to principal and/or interest on such Mortgage Loan
      which, unless otherwise specified herein, shall give effect to (i) any related
      Debt Service Reduction and any Deficient Valuation that affects the amount
      of
      the monthly payment due on such Mortgage Loan and (ii) any Servicer Modification
      (other than for Capitalization Reimbursement Amounts unless such Capitalization
      Reimbursement Amounts have been reimbursed to the applicable Servicer from
      payments on Mortgage Loans other than the Mortgage Loans with respect to which
      such Capitalization Reimbursement Amounts relate), without giving effect to
      any
      extension granted or agreed to by such Servicer pursuant to the applicable
      Servicing Agreement.

     

    Monthly
      Statement:  As defined in Section 5.05(b).

     

    Mortgage:  The
      mortgage, deed of trust or other instrument creating a first lien on a Mortgaged
      Property securing a Mortgage Note or creating a first lien on a leasehold
      interest.

     

    Mortgage
      File:  The mortgage documents listed in Section 2.01
      pertaining to a particular Mortgage Loan and any additional documents required
      to be added to the Mortgage File pursuant to this Agreement.

     

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

     

    Mortgage
      Loan Purchase Agreement:  The Mortgage Loan Purchase Agreement,
      dated [_____] [__], 20[__], between BANA, as seller, and the Depositor, as
      purchaser.

     

    Mortgage
      Loan Schedule:  The list of Mortgage Loans (as from time to
      time amended by the Master Servicer to reflect the addition of Substitute
      Mortgage Loans and the deletion of Defective Mortgage Loans pursuant to the
      provisions of this Agreement or upon a Servicer Modification) transferred to
      the
      Trustee as part of the Trust Estate and from time to time subject to this
      Agreement, attached hereto as Exhibit D-1,
Exhibit D-2,
      Exhibit D-3 and
Exhibit D-4,
      setting forth the following information with respect to each Mortgage
      Loan:  (i) the Mortgage Loan identifying number; (ii) a code
      indicating whether the Mortgaged Property is owner-occupied; (iii) the
      property type for each Mortgaged Property; (iv) the original months to
      maturity or the remaining months to maturity from the Cut-off Date; (v) the
      Loan-to-Value Ratio at origination; (vi) the Mortgage Interest Rate as of
      the Cut-off Date; (vii) the date on which the first Monthly Payment was due
      on the Mortgage Loan, and, if such date is not the Due Date

     


    
      
        
        

      

      
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    currently
      in effect, such Due Date; (viii) the stated maturity date; (ix) the
      amount of the Monthly Payment as of the Cut-off Date; (x) the paid-through
      date; (xi) the original principal amount of the Mortgage Loan; (xii) the
      principal balance of the Mortgage Loan as of the close of business on the
      Cut-off Date, after application of payments of principal due on or before the
      Cut-off Date, whether or not collected, and after deduction of any payments
      collected of scheduled principal due after the Cut-off Date; (xiii) a code
      indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
      documentation style; (xv) a code indicating the initial Servicer;
      (xvi) the Appraised Value; (xvii) the first Rate Adjustment Date;
      (xviii) the Rate Ceiling; (xix) the Rate Floor; (xx) the Periodic Cap, if
      applicable; (xxi) the Gross Margin; (xxii) the Index; (xxiii) the closing date
      of the Mortgage Loan; and (xxiv) the Servicing Fee Rate.  With respect
      to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall set
      forth the following information, as of the Cut-off Date:  (i) the
      number of Mortgage Loans; (ii) the Cut-off Date Pool Principal Balance;
      (iii) the weighted average Mortgage Interest Rate of the Mortgage Loans;
      and (iv) the weighted average months to maturity of the Mortgage
      Loans.

     

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

     

    Mortgage
      Note:  The originally executed note or other evidence of
      indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
      together with all riders thereto and amendments thereof.

     

    Mortgaged
      Property:  The underlying property securing a Mortgage Loan,
      which may include Cooperative Stock or residential long-term
      leases.

     

    Mortgagor:  The
      obligor on a Mortgage Note.

     

    Net
      Mortgage Interest Rate:  As to any Mortgage Loan and
      Distribution Date, such Mortgage Loan’s Mortgage Interest Rate thereon on the
      first day of the calendar month preceding the month of such Distribution Date
      reduced by the applicable Servicing Fee Rate for such Mortgage
      Loan.

     

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

     

    Non-Supported
      Interest Shortfalls:  As to any Distribution Date and (i) Loan
      Group J, the amount, if any, by which the aggregate of Prepayment Interest
      Shortfalls related to Group J Mortgage Loans exceeds the aggregate Compensating
      Interest for such Mortgage Loans for such Distribution Date and (ii) Loan Group
      X, the amount, if any, by which the aggregate of Prepayment Interest Shortfalls
      related to the Group X Mortgage Loans exceeds the aggregate Compensating
      Interest for such Mortgage Loans for such Distribution Date.

     

    Non-U.S.
      Person:  A Person other than a U.S. Person.

     


    
      
        
        

      

      
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    Nonrecoverable
      Advance:  Any portion of an Advance previously made or proposed
      to be made in respect of a Mortgage Loan which has not been previously
      reimbursed and which, in the good faith judgment of the applicable Servicer
      will
      not or, in the case of a proposed Advance, would not be ultimately recoverable
      from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds
      or
      other recoveries in respect of the related Mortgage
      Loan.  Notwithstanding the foregoing, an Advance in respect of
      principal and/or interest (or other amounts) which are subsequently forgiven
      as
      a Servicer Modification shall be deemed a Nonrecoverable Advance.

     

    NYCEMA:  A
      New York Consolidation, Extension and Modification Agreement.

     

    OCC:  The
      Office of the Comptroller of Currency.

     

    Offered
      Certificates:  The Senior Certificates and the Class J-B-1,
      Class J-B-2, Class J-B-3, Class X-B-1, Class X-B-2 and
      Class X-B-3 Certificates.

     

    Officer’s
      Certificate:  A certificate signed by the Chairman of the
      Board, Vice Chairman of the Board, President or a Vice President and by the
      Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
      Secretaries, or any other duly authorized officer of the Depositor or the Master
      Servicer, as the case may be, and delivered to the Trustee or the Securities
      Administrator, as required in this Agreement.

     

    [One-Year
      LIBOR Index:  A rate per annum that is defined to be the
      average of interbank offered rates for one-year U.S. dollar-denominated deposits
      in the London market, as published in The Wall Street Journal and
      most recently available either (i) as of the first Business Day in the
      month preceding the month of the applicable Rate Adjustment Date or (ii) up
      to the date 45 days before the applicable Rate Adjustment Date.]

     

    Opinion
      of Counsel:  A written opinion of counsel acceptable to the
      Trustee if such opinion is delivered to the Trustee, or acceptable to the
      Securities Administrator if such opinion is delivered to the Securities
      Administrator, who may be counsel for the Depositor or the Master Servicer,
      except that any opinion of counsel relating to the qualification of any REMIC
      created hereunder as a REMIC or compliance with the REMIC Provisions must be
      an
      opinion of Independent counsel.

     

    Original
      Fractional Interest:  With respect to each of the following
      Classes of Subordinated Certificates, the corresponding percentage described
      below, as of the Closing Date:

     

    
      	
              Class
                J-B-1

            	
              [_____]%

            
	
              Class
                J-B-2

            	
              [_____]%

            
	
              Class
                J-B-3

            	
              [_____]%

            
	
              Class
                J-B-4

            	
              [_____]%

            
	
              Class
                J-B-5

            	
              [_____]%

            
	
              Class
                J-B-6

            	
              N/A

            
	 	 


    


    
      
        
        

      

      
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              Class
                X-B-1

            	
              [_____]%

            
	
              Class
                X-B-2

            	
              [_____]%

            
	
              Class
                X-B-3

            	
              [_____]%

            
	
              Class
                X-B-4

            	
              [_____]%

            
	
              Class
                X-B-5

            	
              [_____]%

            
	
              Class
                X-B-6

            	
              N/A

            


    

     

    Original
      Subordinate Certificate Balance:  With respect to the Class J-B
      Certificates, $[__________], and with respect to the Class X-B Certificates,
      $[__________].

     

    OTS:  The
      Office of Thrift Supervision.

     

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

     

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

     

    Pass-Through
      Rate:  With respect to each Distribution Date and any Class,
      the per annum rate set forth or described in the Preliminary
      Statement.  With respect to each Distribution Date and the
      Uncertificated Lower-Tier Regular Interests, the Uncertificated Lower-Tier
      REMIC
      Pass-Through Rate.  With respect to each Distribution Date and the
      Uncertificated Middle-Tier Regular Interests, the Uncertificated Middle-Tier
      REMIC Pass-Through Rate.

     

    Paying
      Agent:  As defined in Section 9.13.

     

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

     

    Periodic
      Advance:  With respect to each Servicer, shall have the meaning
      given to term “Monthly Advance” in the applicable Servicing
      Agreement.

     

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

     

    Permitted
      Investments:  One or more of the following:

     

    (i) obligations
      of or guaranteed as to principal and interest by the United States, Freddie
      Mac,
      Fannie Mae or any agency or instrumentality of the United States when such
      obligations are backed by the full faith and credit of the United States; provided that such
      obligations of Freddie Mac or Fannie Mae shall be limited to senior debt
      obligations and mortgage participation certificates other than investments
      in
      mortgage-backed or mortgage participation securities with yields evidencing
      extreme

     


    
      
        
        

      

      
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    sensitivity
      to the rate of principal payments on the underlying mortgages, which shall
      not
      constitute Permitted Investments hereunder;

     

    (ii) repurchase
      agreements on obligations specified in clause (i) maturing not more
      than one month from the date of acquisition thereof with a corporation
      incorporated under the laws of the United States or any state thereof rated
      not
      lower than “[__]” by [_____], “[__]” by [_____] and “[__]” by
      [_____];

     

    (iii) federal
      funds, certificates of deposit, demand deposits, time deposits and bankers’
acceptances (which shall each have an original maturity of not more than
      90 days and, in the case of bankers’ acceptances, shall in no event have an
      original maturity of more than 365 days or a remaining maturity of more
      than 30 days) denominated in United States dollars of any U.S. depository
      institution or trust company incorporated under the laws of the United States
      or
      any state thereof, rated not lower than “[__]” by [_____], “[__]” by [_____] and
“[__]” by [_____];

     

    (iv) commercial
      paper (having original maturities of not more than 365 days) of any
      corporation incorporated under the laws of the United States or any state
      thereof which is rated not lower than ““[__]” by [_____], “[__]” by [_____] and
“[__]” by [_____];

     

    (v) investments
      in money market funds (including funds of the Securities Administrator or its
      affiliates, or funds for which an affiliate of the Securities Administrator
      acts
      as advisor, as well as funds for which the Securities Administrator and its
      affiliates may receive compensation) rated “[__]” by [_____], “[__]” by [_____]
      and “[__]” by [_____] or otherwise approved in writing by each Rating Agency;
      and

     

    (vi) other
      obligations or securities that are acceptable to each Rating Agency and, as
      evidenced by an Opinion of Counsel obtained by the Master Servicer or Securities
      Administrator, as the case may be, will not affect the qualification of any
      REMIC created under this Agreement as a REMIC;

     

    provided,
      however, that no instrument
      shall be a Permitted Investment if it represents either (a) the right to
      receive only interest payments with respect to the underlying debt instrument
      or
      (b) the right to receive both principal and interest payments derived from
      obligations underlying such instrument and the principal and interest with
      respect to such instrument provide a yield to maturity greater than 120% of
      the
      yield to maturity at par of such underlying obligations.

     

    Permitted
      Transferee:  Any Person other than (i) the United States,
      or any State or any political subdivision thereof, or any agency or
      instrumentality of any of the foregoing, (ii) a foreign government,
      international organization or any agency or instrumentality of either of the
      foregoing, (iii) an organization which is exempt from tax imposed by
      Chapter 1 of the Code (including the tax imposed by Section 511 of the
      Code on unrelated business taxable income) (except certain farmers’ cooperatives
      described in Code Section 521), (iv) rural electric and telephone
      cooperatives described in Code Section 1381(a)(2)(C), (v) a Person
      with respect to whom the income on the Residual Certificate is allocable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of such Person or any other

     


    
      
        
        

      

      
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    U.S.
      Person, and (vi) any other Person so designated by the Depositor based on
      an Opinion of Counsel to the effect that any transfer to such Person may cause
      the Trust or any other Holder of the Residual Certificate to incur tax liability
      that would not be imposed other than on account of such transfer.  The
      terms “United States,” “State” and “international organization” shall have the
      meanings set forth in Code Section 7701 or successor
      provisions.

     

    Person:  Any
      individual, corporation, limited liability company, partnership, joint venture,
      association, joint-stock company, trust, unincorporated organization or
      government or any agency or political subdivision thereof.

     

    Physical
      Certificates:  The Class 2-A-R, Class J-B-4,
      Class J-B-5, Class J-B-6, Class X-B-4, Class X-B-5 and
      Class X-B-6 Certificates.

     

    Plan:  As
      defined in Section 6.02(e).

     

    Pool
      Distribution Amount:  As to any Distribution Date and each Loan
      Group, the excess of (a) the sum of (i) the aggregate of (A) the
      interest portion of any Monthly Payment on a Mortgage Loan in such Loan Group
      (net of the related Servicing Fees) and the principal portion of any Monthly
      Payment on a Mortgage Loan in such Loan Group due on the Due Date in the month
      in which such Distribution Date occurs and which is received prior to the
      related Determination Date and (B) all Periodic Advances made by a Servicer
      (or the Master Servicer or the Trustee, as applicable) in respect of such Loan
      Group and payments of Compensating Interest allocable to such Loan Group made
      by
      the applicable Servicer in respect of such Loan Group and such Distribution
      Date
      deposited to the Master Servicer Custodial Account pursuant to Section 3.09(d)(vi);
      (ii) all Liquidation Proceeds (other than Excess Proceeds) received on the
      Mortgage Loans in such Loan Group during the related Prepayment Period and
      deposited to the Master Servicer Custodial Account pursuant to Section 3.09(d)(iii);
      (iii) all Principal Prepayments received on the Mortgage Loans in such Loan
      Group during the related Prepayment Period; (iv) in connection with any
      Mortgage Loans that are Defective Mortgage Loans in such Loan Group, the
      aggregate of the Purchase Prices and Substitution Adjustment Amounts remitted
      on
      the related Remittance Date pursuant to Section 3.09(d)(vii);
      (v) any other amounts in the Master Servicer Custodial Account deposited therein
      pursuant to Section 3.09(d)(iv),
(v),
(viii),
(ix),
      and (x) in respect
      of
      such Distribution Date and such Loan Group; (vi) any Reimbursement Amount
      required to be included pursuant to Section 5.02;
      over (b) any amounts permitted to be withdrawn from the Master Servicer
      Custodial Account pursuant to clauses (i) through (viii),
      inclusive, of Section 3.11 in
      respect of such Loan Group.

     

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

     

    Prepayment
      Interest Shortfall:  As to any Distribution Date and each
      Mortgage Loan subject to a Principal Prepayment received during the related
      Prepayment Period, the amount, if any, by which one month’s interest at the
      related Net Mortgage Interest Rate on such Principal Prepayment exceeds the
      amount of interest paid in connection with such Principal
      Prepayment.

     


    
      
        
        

      

      
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    Prepayment
      Period:  With respect to any Distribution Date, the calendar
      month preceding the calendar month in which such Distribution Date
      occurs.

     

    Primary
      Mortgage Insurance Policy:  Each policy of primary mortgage
      guaranty insurance or any replacement policy therefor with respect to any
      Mortgage Loan, in each case issued by an insurer acceptable to Fannie Mae or
      Freddie Mac.

     

    Prime
      Rate:  The prime rate announced to be in effect from time to
      time, as published as the average rate in The Wall Street
      Journal.

     

    Principal
      Amount:  As to any Distribution Date and Loan Group, the sum of
      (1) the sum of (a) the principal portion of each Monthly Payment due on each
      Mortgage Loan in such Loan Group on the related Due Date, (b) the Stated
      Principal Balance, as of the date of repurchase, of (i) any Mortgage Loan in
      such Loan Group repurchased by the Sponsor pursuant to the Mortgage Loan
      Purchase Agreement or a Purchase Obligation as of such Distribution Date, (ii)
      any Mortgage Loan in such Loan Group repurchased by the Depositor pursuant
      to a
      Purchase Obligation as of such Distribution Date, (iii) any Mortgage Loan in
      such Loan Group repurchased by a Servicer pursuant to a Servicing Agreement
      or
      (iv) any Mortgage Loan in such Loan Group purchased pursuant to Section 10.01 hereof,
      (c) any Substitution Adjustment Amount in connection with a Defective Mortgage
      Loan in such Loan Group received during the related Prepayment Period, (d)
      any
      Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans
      in
      such Loan Group that are not yet Liquidated Mortgage Loans received by a
      Servicer during the related Prepayment Period, (e) with respect to each Mortgage
      Loan in such Loan Group that became a Liquidated Mortgage Loan during the
      related Prepayment Period, the amount of Liquidation Proceeds (excluding Excess
      Proceeds) allocable to principal received by a Servicer with respect to such
      Mortgage Loan during such period and (f) all Principal Prepayments on the
      Mortgage Loans in such Loan Group received by a Servicer during the related
      Prepayment Period and (2) any Recovery related to such Loan Group for such
      Distribution Date.

     

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

     

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

     

    Private
      Certificates:  The Class J-B-4, Class J-B-5,
      Class J-B-6, Class X-B-4, Class X-B-5 and Class X-B-6
      Certificates.

     

    Pro
      Rata
      Share:  As to any Distribution Date and (i) any Class of Class
      J-B Certificates that is not a Restricted Class, the portion of the Subordinate
      Principal Distribution Amounts for the Loan Group J allocable to such Class,
      equal to the product of the Subordinate Principal Distribution Amounts for
      Loan
      Group J for such Distribution Date and a fraction, the numerator of which is
      the
      related Class Certificate Balance thereof and the denominator of which is
      the

     


    
      
        
        

      

      
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    aggregate
      Class Certificate Balance of the Class J-B Certificates that are not Restricted
      Classes and (ii) any Class of Class X-B Certificates that is not a Restricted
      Class, the portion of the Subordinate Principal Distribution Amount for Loan
      Group X allocable to such Class, equal to the product of the Subordinate
      Principal Distribution Amount for Loan Group X for such Distribution Date and
      a
      fraction, the numerator of which is the related Class Certificate Balance
      thereof and the denominator of which is the aggregate Class Certificate Balance
      of the Class X-B Certificates that are not Restricted Classes.  The
      Pro Rata Share of a Restricted Class shall be 0%.

     

    Purchase
      Obligation:  An obligation of the Sponsor or the Depositor to
      purchase Mortgage Loans under the circumstances and in the manner provided
      in
Section 2.02 or
2.04.

     

    Purchase
      Price:  With respect to each Mortgage Loan that was a Defective
      Mortgage Loan repurchased on any date pursuant to Sections 2.02 or
2.04,
      an amount
      equal to the sum of (i) the Stated Principal Balance of the Mortgage Loan,
      (ii) interest on such Stated Principal Balance at the Mortgage Interest
      Rate from the date on which interest has last been paid and distributed through
      the last day of the month in which such repurchase takes place and
      (iii) any costs and damages incurred by the Trust in connection with any
      violation by such repurchased Mortgage Loan of any predatory or abusive lending
      law, less
      (x) amounts received or advanced in respect of such repurchased Mortgage
      Loan which are being held in the applicable Servicer Custodial Account for
      distribution in the month of repurchase and (y) if the Person repurchasing
      such Mortgage Loan is servicing such Mortgage Loan under the related Servicing
      Agreement, the Servicing Fee for such Mortgage Loan.

     

    Rate
      Adjustment Date:  As to each Mortgage Loan, the Due Date on
      which an adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes
      effective under the related Mortgage Note.

     

    Rate
      Ceiling:  The maximum per annum Mortgage Interest Rate
      permitted under the related Mortgage Note and indicated on the related Mortgage
      Loan Schedule.

     

    Rate
      Floor:  The minimum per annum Mortgage Interest Rate permitted
      under the related Mortgage Note and indicated on the related Mortgage Loan
      Schedule.

     

    Rating
      Agency:  Each of [_____],[_____] and [_____].  If any
      such organization or a successor is no longer in existence, “Rating Agency”
shall be such nationally recognized statistical rating organization, or other
      comparable Person, as is designated by the Depositor, notice of which
      designation shall be given to the Trustee, the Master Servicer and the
      Securities Administrator.  References herein to a given rating or
      rating category of a Rating Agency shall mean such rating category without
      giving effect to any modifiers.

     

    Realized
      Loss:  With respect to each Liquidated Mortgage Loan, an amount
      as of the date of such liquidation, equal to (i) the unpaid principal
      balance of the Liquidated Mortgage Loan as of the date of such liquidation,
      plus
      (ii) interest at the Net Mortgage Interest Rate from the Due Date as to
      which interest was last paid or advanced (and not reimbursed) to
      Certificateholders up to the Due Date in the month in which Liquidation Proceeds
      are required to be distributed on the Stated Principal Balance of such
      Liquidated Mortgage Loan from time to time, minus
      (iii) the

     


    
      
        
        

      

      
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    Liquidation
      Proceeds, if any, received during the month in which such liquidation occurred,
      to the extent applied as recoveries of interest at the Net Mortgage Interest
      Rate and to principal of the Liquidated Mortgage Loan.  With respect
      to each Mortgage Loan that has become the subject of a Deficient Valuation,
      if
      the principal amount due under the related Mortgage Note has been reduced,
      the
      difference between the principal balance of the Mortgage Loan outstanding
      immediately prior to such Deficient Valuation and the principal balance of
      the
      Mortgage Loan as reduced by the Deficient Valuation.  With respect to
      each Mortgage Loan that has become the subject of a Debt Service Reduction
      and
      any Distribution Date, the amount, if any, by which the principal portion of
      the
      related Monthly Payment has been reduced.  With respect to each
      Mortgage Loan that has become the subject of a Servicer Modification, the
      amount, if any, by which the unpaid principal balance of such Mortgage Loan
      has
      been reduced.

     

    Recognition
      Agreement: With respect to a Cooperative Loan, the recognition agreement
      between the Cooperative and the originator of such Cooperative
      Loan.

     

    Record
      Date:  With respect to the Certificates, the last Business Day
      of the month immediately preceding the month in which the related Distribution
      Date occurs.

     

    Recovery:  As
      to any Distribution Date and Loan Group, the sum, with respect to each Mortgage
      Loan in such Loan Group, of amounts received during the calendar month preceding
      the month of such Distribution Date on such Mortgage Loan subsequent to such
      Mortgage Loan being determined to be a Liquidated Mortgage Loan.

     

    Regular
      Interest:  Any of the Uncertificated Lower-Tier Regular
      Interests, the Uncertificated Middle-Tier Regular Interests, and the Upper-Tier
      Regular Interests.

     

    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.

     

    Reimbursement
      Amount:  As defined in Section 2.02.

     

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

     

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

     

    Relevant
      Servicing Criteria:  The Servicing Criteria applicable to the
      various parties, as set forth on Exhibit N
      attached hereto.  The Servicing Criteria  applicable to each
      Servicer shall be as set forth on the applicable Servicing
      Agreement.  For clarification purposes, multiple parties can have
      responsibility for the same Relevant Servicing Criteria.  With respect
      to a Servicing Function Participant engaged by the Master Servicer, the
      Securities Administrator, the

     


    
      
        
        

      

      
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    Custodian
      or any Servicer, the term “Relevant Servicing Criteria” may refer to a portion
      of the Relevant Servicing Criteria applicable to such parties.

     

    Relief
      Act:  The Servicemembers Civil Relief Act, as it may be amended
      from time to time.

     

    Relief
      Act Reduction:  With respect to any Distribution Date, for any
      Mortgage Loan as to which there has been a reduction in the amount of interest
      collectible thereon for the related Collection Period as a result of the
      application of the Relief Act or comparable state legislation, the amount,
      if
      any, by which (i) interest collectible on such Mortgage Loan for such
      Collection Period is less than (ii) interest accrued pursuant to the terms
      of the Mortgage Note on the same principal amount and for the same period as
      the
      interest collectible on such Mortgage Loan for the related Collection
      Period.

     

    REMIC:  A
      “real estate mortgage investment conduit” within the meaning of
      Section 860D of the Code.

     

    REMIC
      Certificate Maturity Date:  As set forth in Section 2.07.

     

    REMIC
      Provisions:  Provisions of the federal income tax law relating
      to real estate mortgage investment conduits, which appear at Section 860A
      through 860G of Subchapter M of Chapter 1 of the Code, and related
      provisions, and regulations promulgated thereunder, as the foregoing may be
      in
      effect from time to time, as well as provisions of applicable state
      laws.

     

    Remittance
      Date:  The [__]th
      day of
      each month beginning in [month] [year] (or, if such day is not a Business Day,
      the immediately preceding Business Day).

     

    REO
      Disposition Period:  As defined in Section 3.15.

     

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

     

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

     

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

     

    Reporting
      Servicer:  As defined in Section 3.22(c)(i).

     

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

     

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

     


    
      
        
        

      

      
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    Residual
      Certificate:  The Class 2-A-R Certificate.

     

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

     

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

     

    Sarbanes-Oxley
      Certification:  As defined in Section 3.22(e).

     

    Securities
      Administrator:  [__________] and its successors-in-interest
      and, if a successor securities administrator is appointed hereunder, such
      successor, as securities administrator.

     

    Security
      Agreement: With respect to a Cooperative Loan, the agreement or mortgage
      creating a security interest in favor of the originator of the Cooperative
      Loan
      in the related Cooperative Stock.

     

    Senior
      Certificates:  The Class 1-A-1, Class 1-A-2, Class 2-A-R, Class
      2-A-1, Class 2-A-2, Class 3-A-1, Class 3-A-2, Class 3-A-3, Class 3-A-4, Class
      4-A-1, Class 4-A-2 and Class 4-A-3 Certificates, each of which (other than
      the
      Class 2-A-R Certificate) represents the Corresponding Upper-Tier Regular
      Interest for purposes of the REMIC Provisions.

     

    Senior
      Credit Support Depletion Date:  With respect to (i) the Group
      J, the date on which the aggregate Class Certificate Balance of the Class J-B
      Certificates is reduced to zero and (ii) Group X, the date on which the
      aggregate Class Certificate Balance of the Class X-B Certificates is reduced
      to
      zero.

     

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

     

    Senior
      Prepayment Percentage:  For any Distribution Date and each Loan
      Group during the [seven (7)] years beginning on the first Distribution Date,
      [100]%.  The Senior Prepayment Percentage for any Distribution Date
      and each Loan Group occurring on or after the [seventh] anniversary of the
      first
      Distribution Date will, except as provided herein, be as follows: for any
      Distribution Date in the first (1st) year thereafter, the Senior Percentage
      for
      such Loan Group plus [70]% of the Subordinate Percentage for such Loan Group
      for
      such Distribution Date; for any Distribution Date in the second (2nd) year
      thereafter, the Senior Percentage for such Loan Group plus [60]% of the
      Subordinate Percentage for such Loan Group for such Distribution Date; for
      any
      Distribution Date in the third (3rd) year thereafter, the Senior Percentage
      for
      such Loan Group plus [40]% of the  Subordinate Percentage for such
      Loan Group for such

     


    
      
        
        

      

      
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    Distribution
      Date; for any Distribution Date in the fourth (4th) year thereafter, the Senior
      Percentage for such Loan Group plus [20]% of the Subordinate Percentage for
      such
      Loan Group for such Distribution Date; and for any Distribution Date in the
      fifth (5th) or later years thereafter, the Senior Percentage for such Loan
      Group
      for such Distribution Date (unless on any of the foregoing Distribution Dates,
      (i) (a) the Total Senior Percentage for Loan Group J for such Distribution
      Date
      exceeds the Total Senior Percentage for Loan Group J calculated as of the
      Closing Date, in which case the Senior Prepayment Percentage for each Loan
      Group
      in Loan Group J for such Distribution Date will once again equal 100% or (b)
      the
      Total Senior Percentage for Loan Group X for such Distribution Date exceeds
      the
      Total Senior Percentage for Loan Group X calculated as of the Closing Date,
      in
      which case the Senior Prepayment Percentage for each Loan Group in Loan Group
      X
      for such Distribution Date will once again equal 100%, (ii) on any Distribution
      Date before the Distribution Date occurring in [_____] 20[_], (a) the Total
      Subordinate Percentage for Loan Group J for such Distribution Date is greater
      than or equal to twice the initial Total Subordinate Percentage for Loan Group
      J, in which case the Senior Prepayment Percentage for each Loan Group in Loan
      Group J for such Distribution Date will equal the Senior Percentage for such
      Loan Group plus 50% of the Subordinate Percentage for such Loan Group or (b)
      the
      Total Subordinate Percentage for Loan Group X for such Distribution Date is
      greater than or equal to twice the initial Total Subordinate Percentage for
      Loan
      Group X, in which case the Senior Prepayment Percentage for each Loan Group
      in
      Loan Group X for such Distribution Date will equal the Senior Percentage for
      such Loan Group plus 50% of the Subordinate Percentage for such Loan Group,
      or
      (iii) on any Distribution Date occurring on or after the Distribution Date
      in
      [_____] 20[_], (a) the Total Subordinate Percentage for Loan Group J for such
      Distribution Date is greater than or equal to twice the initial Total
      Subordinate Percentage for Loan Group J, in which case the Senior Prepayment
      Percentage for each Loan Group in Loan Group J for such Distribution Date will
      equal the Senior Percentage for such Loan Group or (b) the Total Subordinate
      Percentage for Loan Group X for such Distribution Date is greater than or equal
      to twice the initial Total Subordinate Percentage for Loan Group X, in which
      case the Senior Prepayment Percentage for each Loan Group in Loan Group X for
      such Distribution Date will equal the Senior Percentage for such Loan
      Group.  Notwithstanding the foregoing, no decrease in the share of the
      applicable Subordinate Percentage (for calculating the applicable Senior
      Prepayment Percentage for any Loan Group) will occur and the Senior Prepayment
      Percentage or all Loan Groups will be calculated without regard to clause (ii)
      or (iii) in the preceding sentence unless both of the Senior Step Down
      Conditions are satisfied.

     

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

     

    Senior
      Step Down Conditions:  As of any Distribution Date as to which
      any decrease in the Senior Prepayment Percentage for Loan Group J or Loan Group
      X, as applicable, applies, (i) the outstanding principal balance of all
      Mortgage Loans in Loan Group J or Loan Group X, as applicable, (including,
      for
      this purpose, any such Mortgage Loans in foreclosure, any related

     


    
      
        
        

      

      
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    REO
      Property, any such Mortgage Loan for which the Mortgagor has filed for
      bankruptcy after the Closing Date and any Mortgage Loan that was the subject
      of
      a Servicer Modification within twelve months prior to such Distribution Date)
      delinquent 60 days or more (averaged over the preceding six month period),
      as a
      percentage of the aggregate Class Certificate Balance of the Class J-B
      Certificates (in the case of Loan Group J) or the Class X-B Certificates (in
      the
      case of Loan Group X) is not equal to or greater than 50% or
      (ii) cumulative Realized Losses with respect to the Group J Mortgage Loans
      or Group X Mortgage Loans as of the applicable Distribution Date do not exceed
      the percentage of the applicable Original Subordinate Principal Balance set
      forth below:

     

    
      	
              Distribution
                Date Occurring

            	 	
              Percentage
                of

              Original
                Subordinate

              Certificate
                Balance

            
	
              [month]
                [year] through [month] [year]

            	 	
              [20]%

            
	
              [month]
                [year] through [month] [year]

            	 	
              [30]%

            
	
              [month]
                [year] through [month] [year]

            	 	
              [35]%

            
	
              [month]
                [year] through [month] [year]

            	 	
              [40]%

            
	
              [month]
                [year] through [month] [year]

            	 	
              [45]%

            
	
              [month]
                [year] and thereafter

            	 	
              [50]%

            
	 	 	 


    

    Servicer:  Any
      of [_____] and [_____], each in their capacity as a servicer of the Mortgage
      Loans, or any successor servicer appointed as herein provided.

     

    Servicer
      Custodial Accounts:  The separate accounts created and
      maintained by each of the Servicers pursuant to the applicable Servicing
      Agreement.

     

    Servicer
      Modification:  With respect to each Mortgage Loan, the
      modification to the terms of a Mortgage Loan as to which the related Mortgagor
      is in default or which, in the judgment of the applicable Servicer, default
      is
      reasonably foreseeable.

     

    Servicing
      Advance:  With respect to each Servicer, shall have the meaning
      given to the term “Servicing Advances” in the applicable Servicing
      Agreement.

     

    Servicing
      Agreements:  Any of the [_____] Servicing Agreement and the
      [_____] Servicing Agreement.

     

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

     

    Servicing
      Fee:  With respect to each Servicer, as defined in the
      applicable Servicing Agreement.

     

    Servicing
      Fee Rate:  With respect to each Mortgage Loan, as set forth on
      the applicable Mortgage Loan Schedule.

     

    Servicing
      File:  With respect to each Mortgage Loan, as defined in the
      applicable Servicing Agreement.

     


    
      
        
        

      

      
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    Servicing
      Function Participant:  Any Subcontractor utilized by the Master
      Servicer, the Securities Administrator or the Custodian that is “participating
      in the servicing function” within the meaning of Item 1122 of Regulation
      AB.

     

    Servicing
      Officer:  With respect to each Servicer, as defined in the
      related Servicing Agreement.

     

    Servicing
      Transfer Costs:  All reasonable costs and expenses of the
      Master Servicer or the Trustee, as applicable, related to any termination of
      a
      Servicer, appointment of a successor Servicer or the transfer and assumption
      of
      servicing by the Master Servicer or the Trustee, as applicable, with respect
      to
      any Servicing Agreement (including, without limitation, (i) all legal costs
      and expenses and all due diligence costs and expenses associated with an
      evaluation of the potential termination of the Servicer as a result of an event
      of default by such Servicer and (ii) any costs or expenses associated with
      the complete transfer of all servicing data and the completion, correction
      or
      manipulation of such servicing data as may be required by the Master Servicer
      or
      the Trustee, as applicable, to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the Master Servicer or the Trustee, as
      applicable, to service the Mortgage Loans properly and
      effectively).

     

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

     

    [Six-Month
      LIBOR Index:  A rate per annum that is defined to be the
      average of interbank offered rates for six-month U.S. dollar-denominated
      deposits in the London market, as published in The Wall Street Journal and
      most recently available either (i) as of the first Business Day in the
      month preceding the month of the applicable Rate Adjustment Date or (ii) up
      to the date 45 days before the applicable Rate Adjustment Date.]

     

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

     

    Stated
      Principal Balance:  As to any Mortgage Loan and Due Date, the
      unpaid principal balance of such Mortgage Loan as of such date as specified
      in
      the amortization schedule at the time relating thereto (before any adjustment
      to
      such amortization schedule by reason of any moratorium or similar waiver or
      grace period or any adjustment to such amortization schedule for any
      Capitalization Reimbursement Amounts other than the amount of such
      Capitalization Reimbursement Amounts which have been reimbursed to the
      applicable Servicer from payments on Mortgage Loans other than the Mortgage
      Loans with respect to which such Capitalization Reimbursement Amounts relate)
      after giving effect to any previous partial Principal Prepayments, the principal
      portion of Realized Losses as a result of a Servicer Modification incurred
      prior
      to such Due Date and Liquidation Proceeds allocable to principal (other than
      with respect to any Liquidated Mortgage Loan) and to the payment of principal
      due on such Due Date and irrespective of any delinquency in payment by the
      related Mortgagor, and after giving effect to any Deficient
      Valuation.

     

    Subcontractor:  Any
      vendor, subcontractor or other Person that is not responsible for the overall
      servicing of Mortgage Loans but performs one or more discrete functions
      identified in

     


    
      
        
        

      

      
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    Item
      1122(d) of Regulation AB with respect to Mortgage Loans under the direction
      or authority of the Master Servicer, the Securities Administrator or the
      Custodian.

     

    Subordinate
      Balance Ratio:  As of any date of determination and Loan Group
      J, the ratio among the principal balances of the Class 1-LS Interest and Class
      2-LS Interest equal to the ratio among the Group Subordinate Amounts of Loan
      Group 1 and Loan Group 2.  As of any date of determination and Loan
      Group X, the ratio among the principal balances of the Class 3-LS Interest
      and
      Class 4-LS Interest equal to the ratio among the Group Subordinate Amounts
      of
      Loan Group 3 and Loan Group 4.

     

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

     

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

     

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

     

    Subordinated
      Certificates:  The Class J-B-1, Class J-B-2, Class J-B-3, Class
      J-B-4, Class J-B-5, Class J-B-6, Class X-B-1, Class X-B-2, Class X-B-3, Class
      X-B-4, Class X-B-5 and Class X-B-6 Certificates, each of which represents the
      Corresponding Upper-Tier Regular Interest for purposes of the REMIC
      Provisions.

     

    Substitute
      Mortgage Loan:  A Mortgage Loan substituted for a Defective
      Mortgage Loan which must, on the date of such substitution, (i) have a
      Stated Principal Balance, after deduction of the principal portion of the
      Monthly Payment due in the month of substitution, not in excess of the Stated
      Principal Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage
      Interest Rate not less than, and not more than 2% greater than that of the
      Defective Mortgage Loan; (iii) be of the same type as the Defective
      Mortgage Loan; (iv) have a Gross Margin not less than that of the Defective
      Mortgage Loan; (v) have a Periodic Cap and Rate Ceiling equal to that of the
      Defective Mortgage Loan; (vi) have the same Index and frequency of Mortgage
      Interest Rate adjustment as the Defective Mortgage Loan; (vii) have a
      Loan-to-Value Ratio not higher than that of the Defective Mortgage Loan;
      (viii) have a credit score not less than that of the Defective Mortgage
      Loan; (ix) have a credit grade not lower in quality than that of the Defective
      Mortgage Loan; (x) have the same lien priority as the Defective Mortgage Loan;
      (xi) have a remaining term to maturity not greater than (and not more than
      one
      year less than) that of the Defective Mortgage Loan; and (xii) comply with
      each
      Mortgage Loan representation and warranty set forth in the Mortgage Loan
      Purchase Agreement, the related underlying sale agreement, if applicable, the
      related Servicing Agreement, if applicable, and this Agreement.  More
      than one Substitute Mortgage Loan may be substituted for a Defective Mortgage
      Loan if such Substitute Mortgage Loans meet the foregoing attributes in the
      aggregate.

     


    
      
        
        

      

      
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    Substitution
      Adjustment Amount:  As defined in Section 2.02.

     

    Tax
      Matters Person:  Any person designated as “tax matters person”
in accordance with Section 5.07 and
      the manner provided under Treasury Regulation § 1.860F-4(d) and
      Treasury Regulation § 301.6231(a)(7)-1.

     

    Total
      Senior Percentage:  With respect to any Distribution Date and
      Loan Group J or Loan Group X, the percentage, carried six places rounded up,
      obtained by dividing the aggregate Class Certificate Balance of the Senior
      Certificates in the related Groups immediately prior to such Distribution Date
      by the aggregate Pool Principal Balance for Loan Group J or Loan Group X, as
      the
      case may be, with respect to such Distribution Date.

     

    Total
      Subordinate Percentage:  As to any Distribution Date and Loan
      Group J or Loan Group X, the aggregate Class Certificate Balance of the
      Class J-B or Class X-B Certificates divided by the aggregate Pool Principal
      Balance for Loan Group J or Loan Group X, as the case may be.

     

    Treasury
      Regulations:  The final and temporary regulations promulgated
      under the Code by the U.S. Department of the Treasury.

     

    Trust:  The
      trust created by this Agreement, which shall be named the “Banc of America
      Funding 20[__]-[_] Trust.”

     

    Trust
      Estate:  The segregated pool of assets subject hereto,
      constituting the primary trust created hereby and to be administered hereunder,
      with respect to a portion of which multiple REMIC elections are to be made
      as
      specified herein, such entire Trust Estate consisting of: (i) such Mortgage
      Loans as from time to time are subject to this Agreement, together with the
      Mortgage Files relating thereto, and together with all collections thereon
      and
      proceeds thereof, (ii) any REO Property, together with all collections
      thereon and proceeds thereof, (iii) the Trustee’s rights with respect to
      the Mortgage Loans under all insurance policies required to be maintained
      pursuant to this Agreement and any proceeds thereof, (iv) the right to
      receive amounts, if any, payable on behalf of any Mortgagor from the Buy-Down
      Account relating to any Buy-Down Mortgage Loan, (v)  the Depositor’s rights
      under the Servicing Agreements, the underlying sale agreements and the Mortgage
      Loan Purchase Agreement (including any security interest created thereby) and
      (vi) the Servicer Custodial Accounts, the Master Servicer Custodial Account
      and
      the Certificate Account and such assets that are deposited therein from time
      to
      time and any investments thereof, together with any and all income, proceeds
      and
      payments with respect thereto.  The Buy-Down Account shall not be part
      of the Trust Estate.

     

    Trustee:  [__________],
      and its successors-in-interest and, if a successor trustee is appointed
      hereunder, such successor, as trustee.

     

    Uncertificated
      Accrued Interest:  With respect to each interest-bearing
      Regular Interest on each Distribution Date, an amount equal to one month’s
      interest at the related Pass-Through Rate on the Uncertificated Balance or
      Notional Amount of such Regular Interest.  In the case of each Regular
      Interest, Uncertificated Accrued Interest will be reduced by any
      Non-Supported

     


    
      
        
        

      

      
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    Interest
      Shortfalls and any Relief Act Reductions, allocated to such Regular Interest
      as
      provided in Section
      5.04.

     

    Uncertificated
      Balance:  With respect to each Regular Interest, the principal
      or notional amount of such Regular Interest outstanding as of any date of
      determination.  As of the Closing Date, the Uncertificated Balance of
      each Regular Interest shall equal the amount set forth in the Preliminary
      Statement hereto as its initial Uncertificated Balance.  On each
      Distribution Date, the Uncertificated Balance of each Regular Interest shall
      be
      reduced by all distributions of principal made on such Regular Interest on
      such
      Distribution Date pursuant to Section 5.02 and, if
      and to the extent necessary and appropriate, shall be further reduced on such
      Distribution Date by Realized Losses as provided in Section
      5.04.  The Uncertificated Balance of each Regular Interest
      shall never be less than zero.

     

    Uncertificated
      Lower-Tier Interests:  The Uncertificated Lower-Tier Regular
      Interests and the Class LR interest, which represents the sole class of residual
      interest in the Lower-Tier REMIC.

     

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

     

    Uncertificated
      Lower-Tier REMIC Pass-Through Rate:  With respect to
      the
      Class 1-L Interest and the Class 1-LS Interest, the Net WAC for the Group 1
      Mortgage Loans.  With respect to the Class 2-L Interest and the Class
      2-LS Interest, the Net WAC for the Group 2 Mortgage Loans. With respect to
      the
      Class 3-L Interest and the Class 3-LS Interest, the Net WAC for the Group 3
      Mortgage Loans.  With respect to the Class 4-L Interest  and
      the Class 4-LS Interest, the Net WAC for the Group 4 Mortgage
      Loans.

     

    Uncertificated
      Middle-Tier Interests:  The Uncertificated Middle-Tier Regular
      Interests and the Class MR Interest, which represents the sole class of residual
      interest in the Middle-Tier REMIC.

     

    Uncertificated
      Middle-Tier Regular Interest:  A regular interest in the
      Middle-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is
      entitled to monthly distributions as provided in Section 5.02
      hereof.  Any of the Class MRI-1A1 Interest, the Class MRI-2AR
      Interest, the Class MRI-2A1 Interest, the Class MRI-3A1 Interest, the Class
      MRI-4A1 Interest, the Class MRI-JB1 Interest, the Class MRI-JB2 Interest, the
      Class MRI-JB3 Interest, the Class MRI-JB4 Interest, the Class MRI-JB5 Interest,
      the Class MRI-JB6 Interest, the Class MRI-XB1 Interest, the Class MRI-XB2
      Interest, the Class MRI-XB3 Interest, the Class MRI-XB4 Interest, the Class
      MRI-XB5 Interest, and the Class MRI-XB6 Interest are Uncertificated Middle-Tier
      Regular Interests.

     

    Uncertificated
      Middle-Tier REMIC Pass-Through Rate:  With respect to the Class
      MRI-1A1 Interest, the weighted average of the Uncertificated Lower-Tier REMIC
      Pass-Through Rates for the Class 1-L Interest and the Class 1-LS
      Interest.  With respect to the Class MRI-2AR

     


    
      
        
        

      

      
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    Interest
      and the Class MRI-2A1 Interest, the weighted average of the Uncertificated
      Lower-Tier REMIC Pass-Through Rates for the Class 2-L Interest and the Class
      2-LS Interest. With respect to the Class MRI-3A1 Interest, the weighted average
      of the Uncertificated Lower-Tier REMIC Pass-Through Rates for the Class 3-L
      Interest and the Class 3-LS Interest.   With respect to the Class
      MRI-4A1 Interest, the weighted average of the Uncertificated Lower-Tier REMIC
      Pass-Through Rates for the Class 4-L Interest and the Class 4-LS
      Interest.  With respect to the Class MRI-J-B-1 Interest, the Class
      MRI-J-B-2 Interest, the Class MRI-J-B-3 Interest, the Class MRI-J-B-4 Interest,
      the Class MRI-J-B-5 Interest and the Class MRI-J-B-6 Interest, the weighted
      average (based on the Group Subordinate Amount for each Loan Group in Loan
      Group
      J) of the Uncertificated Lower-Tier REMIC Pass-Through Rates for the Class
      1-LS
      Interest and the Class 2-LS Interest.  With respect to the Class
      MRI-X-B-1 Interest, the Class MRI-X-B-2 Interest, the Class MRI-X-B-3 Interest,
      the Class MRI-X-B-4 Interest, the Class MRI-X-B-5 Interest and the Class
      MRI-X-B-6 Interest, the weighted average (based on the Group Subordinate Amount
      for each Loan Group in Loan Group X) of the Uncertificated Lower-Tier REMIC
      Pass-Through Rates for the Class 3-LS Interest and the Class 4-LS
      Interest.

     

    Undercollateralized
      Amount:  As defined in Section 5.02(b)(vii).

     

    Undercollateralized
      Group:  As defined in Section 5.02(b)(vii).

     

    Underwriter’s
      Exemption:  An exemption listed, and as amended by, Prohibited
      Transaction Exemption 2007-05, 72 Fed. Reg. 13130 (March 20, 2007) and any
      successor exemption.

     

    Upper-Tier
      Certificate Sub-Account:  The sub-account of the Certificate
      Account designated by the Securities Administrator pursuant to Section
      3.09(h).

     

    Upper-Tier
      Interests:  The Upper-Tier Regular Interests and the Class UR
      Interest, which represents the sole class of residual interest in the Upper-Tier
      REMIC.

     

    Upper-Tier
      Regular Interest:  Any of the regular interests in the
      Upper-Tier REMIC listed in the Preliminary Statement, the ownership of which
      is
      represented by the Certificates.

     

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

     

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

     


    
      
        
        

      

      
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    Voting
      Rights:  The portion of the voting rights of all of the
      Certificates which is allocated to any Certificate.  As of any date of
      determination, (a) 98% of all Voting Rights shall be allocated to the
      Holders of the Senior Certificates (other than the Class 2-A-R Certificate)
      and
      the Subordinate Certificates in proportion to the Certificate Balances of their
      respective Certificates, (b) 1% of all Voting Rights shall be allocated to
      the Holder of the Class 2-A-R Certificate and (c) 1% of all Voting
      Rights shall be allocated to the Holders of the Class 3-A-4
      Certificates.

     

    Section
      1.02 Interest
      Calculations.

     

    All
      calculations of interest will be made on a 360-day year consisting of twelve
      (12) 30-day months.  All dollar amounts calculated hereunder shall be
      rounded to the nearest penny with one-half of one penny being rounded
      down.

     

    ARTICLE
      II

     

    


     

    CONVEYANCE
      OF MORTGAGE LOANS;

     

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    Section
      2.01 Conveyance
      of Mortgage
      Loans.

     

    (a) The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee on behalf
      of
      the Trust for the benefit of the Certificateholders, without recourse, all
      the
      right, title and interest of the Depositor in and to the Mortgage Loans and
      the
      related Mortgage Files, including all interest and principal received on or
      with
      respect to the Mortgage Loans (other than payments of principal and interest
      due
      and payable on the Mortgage Loans on or before the Cut-off Date) and the
      Depositor’s rights under the Mortgage Loan Purchase Agreement, including the
      rights of the Depositor as assignee of the Sponsor with respect to the Sponsor’s
      rights under the Servicing Agreements.  The foregoing sale, transfer,
      assignment and set over does not and is not intended to result in a creation
      of
      an assumption by the Trustee of any obligation of the Depositor or any other
      Person in connection with the Mortgage Loans or any agreement or instrument
      relating thereto, except as specifically set forth herein.  It is
      agreed and understood by the parties hereto that it is not intended that any
      mortgage loan be included in the Trust that is a “High-Cost Home Loan” as
      defined in any of (i) the New Jersey Home Ownership Act effective
      November 27, 2003, (ii) the New Mexico Home Loan Protection Act
      effective January 1, 2004, (iii) the Massachusetts Predatory Home Loan
      Practices Act effective November 7, 2004 or (iv) the Indiana Home Loan
      Practices Act, effective January 1, 2005.

     

    (b) 
      In
      connection with such transfer and assignment, the Depositor has delivered or
      caused to be delivered to the Trustee, or a Custodian on behalf of the Trustee,
      for the benefit of the Certificateholders, the following documents or
      instruments with respect to each Mortgage Loan so assigned:

     

    (i) the
      original Mortgage Note, endorsed by manual or facsimile signature in the
      following form:  “Pay to the order of [__________], as trustee for
      holders of Banc of America Funding Corporation Mortgage Pass-Through
      Certificates, Series 20[__]-[_],

     


    
      
        
        

      

      
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    without
      recourse,” with all necessary intervening endorsements showing a complete chain
      of endorsement from the originator to the Trustee (each such endorsement being
      sufficient to transfer all right, title and interest of the party so endorsing,
      as noteholder or assignee thereof, in and to that Mortgage Note) and, in the
      case of any Mortgage Loan originated in the State of New York documented by
      a
      NYCEMA, the NYCEMA, the new Mortgage Note, if applicable, the consolidated
      Mortgage Note and the consolidated Mortgage;

     

    (ii) except
      as
      provided below, the original recorded Mortgage with evidence of a recording
      thereon, or if any such Mortgage has not been returned from the applicable
      recording office or has been lost, or if such public recording office retains
      the original recorded Mortgage, a copy of such Mortgage certified by the
      applicable Servicer (which may be part of a blanket certification) as being
      a
      true and correct copy of the Mortgage;

     

    (iii) 
      subject
      to the provisos at the end of this paragraph, a duly executed Assignment of
      Mortgage to “[__________], as trustee for the holders of Banc of America Funding
      Corporation Mortgage Pass-Through Certificates, Series 20[__]-[_]” (which
      may be included in a blanket assignment or assignments), together with originals
      of all interim recorded assignments of such mortgage or a copy of such interim
      assignment certified by the applicable Servicer (which may be part of a blanket
      certification) as being a true and complete copy of the original recorded
      intervening assignments of Mortgage (each such assignment, when duly and validly
      completed, to be in recordable form and sufficient to effect the assignment
      of
      and transfer to the assignee thereof, under the Mortgage to which the assignment
      relates); provided
      that, if the related Mortgage has not been returned from the applicable public
      recording office, such Assignment of Mortgage may exclude the information to
      be
      provided by the recording office; and provided, further,
      if the related
      Mortgage has been recorded in the name of Mortgage Electronic Registration
      Systems, Inc. (“MERS”)
      or its designee, no Assignment of Mortgage in favor of the Trustee will be
      required to be prepared or delivered and instead, the Master Servicer shall
      enforce the obligations of the applicable Servicer to take all actions as are
      necessary to cause the Trust to be shown as the owner of the related Mortgage
      Loan on the records of MERS for purposes of the system of recording transfers
      of
      beneficial ownership of mortgages maintained by MERS;

     

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

     

    (v) any
      of
      (A) the original or duplicate original mortgagee title insurance policy and
      all riders thereto, (B) a title search showing no lien (other than standard
      exceptions) on the Mortgaged Property senior to the lien of the Mortgage or
      (C) an opinion of counsel of the type customarily rendered in the
      applicable jurisdiction in lieu of a title insurance policy;

     

    (vi) 
      the
      original of any guarantee executed in connection with the Mortgage
      Note;

     


    
      
        
        

      

      
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    (vii) 
      for each
      Mortgage Loan, if any, which is secured by a residential long-term lease, a
      copy
      of the lease with evidence of recording indicated thereon, or, if the lease
      is
      in the process of being recorded, a photocopy of the lease, certified by an
      officer of the respective prior owner of such Mortgage Loan or by the applicable
      title insurance company, closing/settlement/escrow agent or company or closing
      attorney to be a true and correct copy of the lease transmitted for
      recordation;

     

    (viii) 
      the
      original of any security agreement, chattel mortgage or equivalent document
      executed in connection with the Mortgage; and

     

    (ix) 
      for each
      Mortgage Loan secured by Cooperative Stock, the originals of the following
      documents or instruments:

     

    (A) The
      Cooperative Stock Certificate;

     

    (B) The
      stock
      power executed in blank;

     

    (C) The
      executed Cooperative Lease;

     

    (D) The
      executed Recognition Agreement;

     

    (E) The
      executed assignment of Recognition Agreement, if any;

     

    (F) The
      executed UCC-1 financing statement with evidence of recording thereon;
      and

     

    (G) Executed
      UCC-3 financing statements or other appropriate UCC financing statements
      required by state law, evidencing a complete and unbroken line from the
      mortgagee to the Trustee with evidence of recording thereon (or in a form
      suitable for recordation).

     

    provided,
      however, that on
      the Closing Date, with respect to item (iii), if an Assignment of Mortgage
      is required to be recorded as set forth below, the Depositor has delivered
      to
      the Trustee or a Custodian on behalf of the Trustee, as the case may be, a
      copy
      of such Assignment of Mortgage in blank rather than in the name of the Trustee
      and has caused the applicable Servicer to retain the completed Assignment of
      Mortgage for recording as described below, unless such Mortgage has been
      recorded in the name of MERS or its designee.  In addition, if the
      Depositor is unable to deliver or cause the delivery of any original Mortgage
      Note due to the loss of such original Mortgage Note, the Depositor may deliver
      a
      copy of such Mortgage Note, together with a lost note affidavit, and shall
      thereby be deemed to have satisfied the document delivery requirements of this
      Section 2.01(b).

     

    If
      in
      connection with any Mortgage Loans, the Depositor cannot deliver (A) the
      Mortgage, (B) all interim recorded assignments, (C) all assumption,
      modification, consolidation or extension agreements, if any, or (D) the
      lender’s title policy, if any, (together with all riders thereto), if
      applicable, satisfying the requirements of clause (ii), (iii),
      (iv) or (v) above, respectively, concurrently with the execution and
      delivery hereof because such document or documents have not been returned from
      the applicable public recording office in the case of

     


    
      
        
        

      

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

     

    As
      promptly as practicable subsequent to such transfer and assignment, and in
      any
      event, within thirty (30) days thereafter, the Master Servicer shall (except
      for
      any Mortgage which has been recorded in the name of MERS or its designee)
      enforce the obligations of the related Servicer pursuant to the related
      Servicing Agreement to (I) cause each Assignment of Mortgage to be in
      proper form for recording in the appropriate public office for real property
      records within the time period required in the applicable Servicing Agreement
      and (II) at the Depositor’s expense, cause to be delivered for recording in
      the appropriate public office for real property records the Assignments of
      the
      Mortgages to the Trustee, except that, with respect to any Assignment of a
      Mortgage as to which the related Servicer has not received the information
      required to prepare such assignment in recordable form, such Servicer’s
      obligation to do so and to deliver the same for such recording shall be as
      soon
      as practicable after receipt of such information and in accordance with the
      applicable Servicing Agreement.

     

    No
      recording of an Assignment of Mortgage will be required in a state if either
      (i) the Depositor furnishes to the Trustee and the Securities Administrator
      an unqualified Opinion of Counsel reasonably acceptable to the Trustee and
      the
      Securities Administrator to the effect that recordation of such assignment
      is
      not necessary under applicable state law to preserve the Trustee’s interest in
      the related Mortgage Loan against the claim of any subsequent transferee of
      such
      Mortgage Loan or any successor to, or creditor of, the Depositor or the
      originator of such Mortgage Loan or (ii) the recordation of an Assignment
      of Mortgage in such state is not required by either Rating Agency in order
      to
      obtain the initial ratings on the Certificates on the Closing
      Date.  Exhibit J
      attached hereto sets forth the list of all states where recordation is required
      by any Rating Agency to obtain the initial ratings of the
      Certificates.  The Securities Administrator

     


    
      
        
        

      

      
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    and
      the
      Trustee may rely and shall be protected in relying upon the information
      contained in such Exhibit J.

     

    In
      the
      case of Mortgage Loans that have been prepaid in full as of the Closing Date,
      the Depositor, in lieu of delivering the above documents to the Trustee, or
      a
      Custodian on the Trustee’s behalf, will cause the applicable Servicer to remit
      to the Master Servicer for deposit in the Master Servicer Custodial Account
      the
      portion of such payment that is required to be deposited in the such account
      pursuant to Section 3.09.

     

    Section
      2.02 Acceptance
      by the Trustee or
      Custodian of the Mortgage Loans.

     

    Subject
      to the provisions of the following paragraph, the Trustee declares that it,
      or a
      Custodian as its agent, will hold the documents referred to in Section 2.01 and
      the other documents delivered to it or a Custodian as its agent, as the case
      may
      be, constituting the Mortgage Files, and that it will hold such other assets
      as
      are included in the Trust Estate delivered to it, in trust for the exclusive
      use
      and benefit of all present and future Certificateholders. Upon execution and
      delivery of this document, the Trustee shall deliver or cause a Custodian to
      deliver to the Depositor and the Master Servicer a certification in the form
      attached hereto as Exhibit K (the
“Initial
      Certification”) to the effect that, except as may be specified in a list
      of exceptions attached thereto, such Person has received the original Mortgage
      Note relating to each of the Mortgage Loans listed on the Mortgage Loan
      Schedule.

     

    Within
      90 days after the execution and delivery of this Agreement, the Trustee
      shall review, or cause a Custodian, on behalf of the Trustee, to review, the
      Mortgage Files in such Person’s possession, and shall deliver to the Depositor
      and the Master Servicer a certification in the form attached hereto as Exhibit L (the
“Final
      Certification”) to the effect that, as to each Mortgage Loan listed in
      the Mortgage Loan Schedule, except as may be specified in a list of exceptions
      attached to such Final Certification, such Mortgage File contains all of the
      items required to be delivered pursuant to Section 2.01(b).
      In performing any such review, the Trustee or a Custodian, as the case may
      be,
      may conclusively rely on the purported genuineness of any such document and
      any
      signature thereon.

     

    If,
      in
      the course of such review, the Trustee or a Custodian finds any document
      constituting a part of a Mortgage File which does not meet the requirements
      of
Section 2.01 or
      is omitted from such Mortgage File or if the Depositor, the Master Servicer,
      the
      Trustee, a Custodian or the Securities Administrator discovers a breach by
      a
      Servicer, the Sponsor or the Depositor of any representation, warranty or
      covenant under the Servicing Agreements, the Mortgage Loan Purchase Agreement
      or
      this Agreement, as the case may be, in respect of any Mortgage Loan and such
      breach materially adversely affects the interest of the Certificateholders
      in
      the related Mortgage Loan (provided that any such breach
      that causes the Mortgage Loan not to be a “qualified mortgage” within the
      meaning of Section 860G(a)(3) of the Code shall be deemed to materially and
      adversely affect the interests of the Certificateholders), then such party
      shall
      promptly so notify the Master Servicer, the Sponsor, such Servicer, the
      Securities Administrator, the Trustee and the Depositor of such failure to
      meet
      the requirements of Section 2.01 or
      of such breach and request that the applicable Servicer, the Sponsor or the
      Depositor, as applicable, deliver such missing documentation or cure such defect
      or breach within 90 days of its discovery or its receipt of notice of any such
      failure to meet the

     


    
      
        
        

      

      
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    requirements
      of Section 2.01 or
      of such breach.  If the Trustee receives written notice that the
      Depositor, the Sponsor or the applicable Servicer, as the case may be, has
      not
      delivered such missing document or cured such defect or breach in all material
      respects during such period, the Trustee, on behalf of the Trust, shall enforce
      the applicable Servicer’s, the Sponsor’s or the Depositor’s obligation, as the
      case may be, under the applicable Servicing Agreement, the Mortgage Loan
      Purchase Agreement or this Agreement, as the case may be, and cause the
      applicable Servicer, the Sponsor or the Depositor, as the case may be, to either
      (a)  substitute for the related Mortgage Loan a Substitute Mortgage Loan,
      which substitution shall be accomplished in the manner and subject to the
      conditions set forth below or (b) purchase such Mortgage Loan from the
      Trust at the Purchase Price for such Mortgage Loan; provided, however, that in no
      event shall such a substitution occur more than two years from the Closing
      Date;
provided, further, that
      such substitution or repurchase must occur within 90 days of when such defect
      was discovered if such defect will cause the Mortgage Loan not to be a
“qualified mortgage” within the meaning of Section 860G(a)(3) of the
      Code.

     

    Notwithstanding
      any contrary provision of this Agreement, no substitution pursuant to this
Section 2.02
      shall be made more than 90 days after the Closing Date unless the Depositor
      delivers to the Securities Administrator an Opinion of Counsel, which Opinion
      of
      Counsel shall not be at the expense of any of the Trustee, the Securities
      Administrator or the Trust Estate, addressed to the Trustee and the Securities
      Administrator, to the effect that such substitution will not (i) result in
      the imposition of the tax on “prohibited transactions” on any REMIC created
      hereunder or contributions after the Start-up Day, as defined in
      Sections 860F(a)(2) and 860G(d) of the Code, respectively or
      (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any
      time that any Certificates are outstanding.

     

    It
      is
      understood that the scope of the Trustee’s review (or a Custodian’s review on
      its behalf) of the Mortgage Files is limited solely to confirming that the
      documents listed in Section 2.01
      have been received and further confirming that any and all documents delivered
      pursuant to Section 2.01
      appear on their face to have been executed and relate to the applicable Mortgage
      Loans identified in the related Mortgage Loan Schedule based solely upon the
      review of items (i) and (xi) in the definition of Mortgage Loan
      Schedule.  Neither the Trustee nor any Custodian shall have any
      responsibility for determining whether any document is valid and binding,
      whether the text of any assignment or endorsement is in proper or recordable
      form, whether any document has been recorded in accordance with the requirements
      of any applicable jurisdiction, or whether a blanket assignment is permitted
      in
      any applicable jurisdiction.

     

    If
      the
      Trustee receives written notice from the Depositor, the Master Servicer or
      the
      Securities Administrator of a breach of any representation or warranty of a
      related Servicer or the Sponsor, the Trustee, on behalf of the Trust, shall
      enforce the rights of the Trust under the applicable Servicing Agreement, the
      Mortgage Loan Purchase Agreement and this Agreement for the benefit of the
      Certificateholders.  If the Trustee receives written notice from the
      Depositor, the Master Servicer or the Securities Administrator of a breach
      of
      the representations or warranties with respect to a Mortgage Loan set forth
      in a
      Servicing Agreement, the Trustee, on behalf of the Trust, shall enforce the
      right of the Trust to be indemnified for such breach of representation or
      warranty.  In addition, if the Trustee receives written notice from
      the Depositor, the Master Servicer or the Securities Administrator of a breach
      of a representation with respect to

     


    
      
        
        

      

      
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    a
      Mortgage Loan set forth in clauses (k), (o) or (p) of paragraph 3
      or clauses (f), (nn) or (oo) of paragraph 4 of the Mortgage Loan Purchase
      Agreement that occurs as a result of a violation of an applicable predatory
      or
      abusive lending law, the Trustee, on behalf of the Trust, shall enforce the
      right of the Trust to reimbursement by the Sponsor for all costs or damages
      incurred by the Trust as a result of the violation of such law (such amount,
      the
“Reimbursement
      Amount”), but in the case of a breach of a representation set forth in
      clauses (k) or (o) of paragraph 3 of the Mortgage Loan Purchase
      Agreement, only to the extent the applicable Servicer does not so reimburse
      the
      Trust.  It is understood and agreed that, except for any
      indemnification provided in the Servicing Agreements and the payment of any
      Reimbursement Amount, the obligation of a Servicer, the Sponsor or the Depositor
      to cure or to repurchase (or to substitute for) any Mortgage Loan as to which
      a
      document is missing, a material defect in a constituent document exists or
      as to
      which such a breach has occurred and is continuing shall constitute the sole
      remedy against a Servicer, the Sponsor or the Depositor in respect of such
      omission, defect or breach available to the Trustee on behalf of the Trust
      and
      the Certificateholders.

     

    With
      respect to the representations and warranties relating to the Mortgage Loans
      set
      forth in the Mortgage Loan Purchase Agreement that are made to the best of
      the
      Sponsor’s knowledge or as to which the Sponsor had no knowledge, if it is
      discovered by the Depositor, the Master Servicer or the Trustee that the
      substance of such representation or warranty is inaccurate and such inaccuracy
      materially and adversely affects the interest of the Certificateholders in
      the
      related Mortgage Loan then, notwithstanding the Sponsor’s lack of knowledge with
      respect to the substance of such representation or warranty being inaccurate
      at
      the time the representation or warranty was made, such inaccuracy shall be
      deemed a breach of the applicable representation or warranty.

     

    It
      is
      understood and agreed that the representations and warranties relating to the
      Mortgage Loans set forth in the Mortgage Loan Purchase Agreement shall survive
      delivery of the Mortgage Files to the Trustee or a Custodian on the Trustee’s
      behalf and shall inure to the benefit of the Certificateholders notwithstanding
      any restrictive or qualified endorsement or assignment.  It is
      understood and agreed that the obligations of the Sponsor set forth in this
      Section 2.02 to
      cure, substitute for or repurchase a Mortgage Loan pursuant to the Mortgage
      Loan
      Purchase Agreement constitute the sole remedies available to the
      Certificateholders and to the Trustee on their behalf respecting a breach of
      the
      representations and warranties contained in the Mortgage Loan Purchase
      Agreement.

     

    The
      representations and warranties of each Servicer with respect to the applicable
      Mortgage Loans in the related Servicing Agreement, which have been assigned
      to
      the Trustee hereunder, were made as of the date specified in such Servicing
      Agreement.  To the extent that any fact, condition or event with
      respect to a Mortgage Loan constitutes a breach of both (i) a
      representation or warranty of a Servicer under the related Servicing Agreement
      and (ii) a representation or warranty of the Sponsor under the Mortgage
      Loan Purchase Agreement, the only right or remedy of the Trustee or of any
      Certificateholder shall be the Trustee’s right, on behalf of the Trust, to
      enforce the obligations of the applicable Servicer under any applicable
      representation or warranty made by it.  It is hereby acknowledged that
      the Sponsor shall have no obligation or liability with respect to any breach
      of
      a representation or warranty made by it with respect to the Mortgage Loans
      if
      the fact, condition or event constituting such breach also

     


    
      
        
        

      

      
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    constitutes
      a breach of a representation or warranty made by the applicable Servicer in
      the
      applicable Servicing Agreement, without regard to whether such Servicer fulfills
      its contractual obligations in respect of such representation or
      warranty.  It is hereby further acknowledged that the Depositor shall
      have no obligation or liability with respect to any breach of any representation
      or warranty with respect to the Mortgage Loans (except as set forth in Section 2.04)
      under any circumstances.

     

    With
      respect to each Substitute Mortgage Loan the applicable Servicer, the Sponsor
      or
      the Depositor, as the case may be, shall deliver to the Trustee (or a Custodian
      on behalf of the Trustee), for the benefit of the Certificateholders, the
      documents and agreements required by Section 2.01,
      with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01.  No
      substitution is permitted to be made in any calendar month after the
      Determination Date for such month.  Monthly Payments due with respect
      to any such Substitute Mortgage Loan in the month of substitution shall not
      be
      part of the Trust Estate.  For the month of substitution,
      distributions to Certificateholders will include the Monthly Payment due for
      such month on any Defective Mortgage Loan for which the Depositor, the Sponsor
      or a Servicer has substituted a Substitute Mortgage Loan.

     

    The
      Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the
      Certificateholders to reflect the removal of each Mortgage Loan that has become
      a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan
      or Loans and the Master Servicer shall deliver the amended Mortgage Loan
      Schedule to the Securities Administrator, the Trustee and any
      Custodian.  Upon such substitution of a Mortgage Loan by the
      Depositor, the Sponsor or a Servicer, each Substitute Mortgage Loan shall be
      subject to the terms of this Agreement in all respects, and the Depositor or
      the
      Sponsor, as the case may be, shall be deemed to have made to the Trustee with
      respect to such Substitute Mortgage Loan, as of the date of substitution, the
      representations and warranties made pursuant to paragraph 4 of the Mortgage
      Loan Purchase Agreement and the applicable Servicer shall be deemed to have
      made
      to the Trustee with respect to such Substitute Mortgage Loan, as of the date
      of
      substitution, the mortgage loan representations and warranties made pursuant
      to
      the applicable Servicing Agreement. Upon any such substitution and the deposit
      to the Master Servicer Custodial Account of any required Substitution Adjustment
      Amount (as described in the next paragraph) and receipt by the Trustee of a
      Request for Release, the Trustee shall release, or shall direct a Custodian
      to
      release, the Mortgage File relating to such Defective Mortgage Loan to
      applicable Person and shall execute and deliver at such Person’s direction such
      instruments of transfer or assignment prepared by such Person, without recourse,
      as shall be necessary to vest title in such Person or its designee to the
      Trustee’s interest in any Defective Mortgage Loan substituted for pursuant to
      this Section 2.02.

     

    For
      any
      month in which the Depositor, the Sponsor or a Servicer substitutes one or
      more
      Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
      (if any) by which the aggregate principal balance of all such Substitute
      Mortgage Loans substituted by such Person in a Loan Group as of the date of
      substitution is less than the aggregate Stated Principal Balance of all such
      Defective Mortgage Loans in a Loan Group substituted by such Person (after
      application of the principal portion of the Monthly Payments due in the month
      of
      substitution) (the “Substitution
      Adjustment Amount” for such Loan Group) plus an
      amount equal
      to the

     


    
      
        
        

      

      
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    aggregate
      of any unreimbursed Advances and Capitalization Reimbursement Amounts with
      respect to such Defective Mortgage Loans shall be remitted by such Person to
      the
      Master Servicer for deposit to the Master Servicer Custodial Account on or
      before the [__]th
      day of
      the month succeeding the calendar month during which the related Mortgage Loan
      is required to be purchased or replaced hereunder.

     

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

     

    Neither
      the Trustee nor any Custodian shall be under any duty or obligation (i) to
      inspect, review or examine any such documents, instruments, certificates or
      other papers to determine that they are genuine, enforceable, or appropriate
      for
      the represented purpose or that they are other than what they purport to be
      on
      their face or (ii) to determine whether any Mortgage File should include
      any of the documents specified in Section 2.01(b)(iv),
(vi),
(vii),
(viii)
      and (ix).  In
      connection with making the certifications required hereunder, to the extent
      a
      title search or opinion of counsel has been provided in lieu of a title policy
      for any Mortgage Loan, the Trustee or a Custodian on its behalf, as applicable,
      shall only be responsible for confirming that a title search or opinion of
      counsel has been provided for such Mortgage Loan.

     

    Section
      2.03 Representations,
      Warranties
      and Covenants of the Master Servicer.

     

    The
      Master Servicer hereby makes the following representations and warranties to
      the
      Depositor, the Securities Administrator and the Trustee, as of the Closing
      Date:

     

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

     


    
      
        
        

      

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

     

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

     

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

     

    The
      representations and warranties made pursuant to this Section 2.03
      shall survive delivery of the respective Mortgage Files to the Trustee or a
      Custodian on the Trustee’s behalf and shall inure to the benefit of the
      Certificateholders.

     

    Section
      2.04 Representations
      and
      Warranties of the Depositor as to the Mortgage Loans.

     

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

     

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

     


    
      
        
        

      

      
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    (ii) As
      of the
      Closing Date, the Depositor has transferred all right, title and interest in
      the
      Mortgage Loans to the Trustee on behalf of the Trust.

     

    (iii) As
      of the
      Closing Date, the Depositor has not transferred the Mortgage Loans to the
      Trustee on behalf of the Trust with any intent to hinder, delay or defraud
      any
      of its creditors.

     

    (iv) Each
      Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3)
      of the Code and Treasury Regulation section 1.860G-2.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
Section 2.04
      shall survive delivery of the respective Mortgage Files to the Trustee or a
      Custodian on the Trustee’s behalf and shall inure to the benefit of the
      Certificateholders.

     

    Upon
      discovery by any of the Depositor, the Master Servicer, the Securities
      Administrator or the Trustee that any of the representations and warranties
      set
      forth in this Section 2.04 is
      not accurate (referred to herein as a “breach”)
      and that such breach materially and adversely affects the interests of the
      Certificateholders in the related Mortgage Loan, the party discovering such
      breach shall give prompt written notice to the other parties; provided that a breach of
      the
      representation that each Mortgage Loan is a “qualified mortgage” within the
      meaning of Section 860G(a)(3) of the Code shall be deemed to materially and
      adversely affect the interests of the Certificateholders.  Within 90
      days of its discovery or its receipt of notice of any such breach, the Depositor
      shall cure such breach in all material respects or shall either
      (i) repurchase the Mortgage Loan or any property acquired in respect
      thereof from the Trustee at a price equal to the Purchase Price or (ii) if
      within two years of the Closing Date, substitute for such Mortgage Loan in
      the
      manner described in Section 2.02;
provided
      that if the
      breach relates to the representation that each Mortgage Loan is a “qualified
      mortgage” as defined in Section 860G(a)(3) of the Code, any such repurchase
      or substitution must occur within 90 days from the date the breach was
      discovered.  The Purchase Price of any repurchase described in this
      paragraph and the Substitution Adjustment Amount, if any, shall be remitted
      to
      the Master Servicer for deposit to the Master Servicer Custodial
      Account.  It is understood and agreed that, except with respect to the
      second preceding sentence, the obligation of the Depositor to repurchase or
      substitute for any Mortgage Loan or Mortgaged Property as to which such a breach
      has occurred and is continuing shall constitute the sole remedy respecting
      such
      breach available to Certificateholders, or to the Trust and the Trustee on
      behalf of Certificateholders, and such obligation shall survive until
      termination of the Trust hereunder.

     

    Section
      2.05 Designation
      of Interests in
      the REMICs.

     

    The
      Depositor hereby designates the Upper-Tier Regular Interests as “regular
      interests” and the Class UR Interest as the single class of “residual
      interest” in the Upper-Tier REMIC for the purposes of Code
      Sections 860G(a)(1) and 860G(a)(2), respectively.  The Depositor
      hereby further designates (i) the Uncertificated Middle-Tier Regular
      Interests as classes of “regular interests” and the Class MR Interest as
      the single class of “residual interest” in the Middle-Tier REMIC for the
      purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively, and
      (ii) the Uncertificated Lower-Tier Regular Interests as classes of “regular
      interests” and the Class LR

     


    
      
        
        

      

      
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    Interest
      as the single class of “residual interest” in the Lower-Tier REMIC for the
      purposes of Code Sections 860G(a)(1) and 860G(a)(2),
      respectively.

     

    Section
      2.06 Designation
      of Start-up
      Day.

     

    The
      Closing Date is hereby designated as the “start-up day” of each of the
      Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC within the
      meaning of Section 860G(a)(9) of the Code.

     

    Section
      2.07 REMIC
      Certificate Maturity
      Date.

     

    Solely
      for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the Treasury
      Regulations, the “latest possible maturity date” of the regular interests in the
      Upper-Tier REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC is the
      Distribution Date in the month following the maturity date for the Mortgage
      Loan
      with the latest maturity date.

     

    Section
      2.08 Execution
      and Delivery of
      Certificates.

     

    The
      Securities Administrator (i) acknowledges the issuance of and hereby
      declares that it holds the Uncertificated Lower-Tier Regular Interests on behalf
      of the Middle-Tier REMIC and the Certificateholders and that it holds the
      Uncertificated Middle-Tier Regular Interests on behalf of the Upper-Tier REMIC
      and the Certificateholders, and (ii) has executed and delivered to or upon
      the order of the Depositor, in exchange for the Mortgage Loans, Uncertificated
      Lower-Tier Interests, together with all other assets included in the definition
      of “Trust Estate,” receipt of which is hereby acknowledged, Certificates in
      authorized Denominations which, together with the Uncertificated Lower-Tier
      Interests and the Uncertificated Middle-Tier Interests, evidence ownership
      of
      the entire Trust Estate.

     

    Section
      2.09 Establishment
      of the
      Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “Banc of America Funding 20[__]-[_] Trust” and does hereby
      appoint [__________] as Trustee in accordance with the provisions of this
      Agreement.

     

    Section
      2.10 Purpose
      and Powers of the
      Trust.

     

    The
      purpose of the common law trust, as created hereunder, is to engage in the
      following activities:

     

    (a) to
      acquire and hold the Mortgage Loans and the other assets of the Trust Estate
      and
      the proceeds therefrom;

     

    (b) to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage
      Loans;

     

    (c) to
      make
      payments on the Certificates;

     


    
      
        
        

      

      
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    (d) to
      engage
      in those activities that are necessary, suitable or convenient to accomplish
      the
      foregoing or are incidental thereto or connected therewith; and

     

    (e) subject
      to compliance with this Agreement, to engage in such other activities as may
      be
      required in connection with conservation of the Trust Estate and the making
      of
      distributions to the Certificateholders.

     

    The
      trust
      is hereby authorized to engage in the foregoing activities.  Neither
      the Trustee nor the Securities Administrator shall cause the trust to engage
      in
      any activity other than in connection with the foregoing or other than as
      required or authorized by the terms of this Agreement (or those ancillary
      thereto) while any Certificate is outstanding, and this Section 2.10 may
      not be amended, without the consent of the Certificateholders evidencing 51%
      or
      more of the aggregate voting rights of the Certificates.

     

    ARTICLE
      III

     

    


     

    ADMINISTRATION
      AND MASTER SERVICING

     

    OF
      MORTGAGE LOANS

     

    Section
      3.01 Master
      Servicing of the
      Mortgage Loans.

     

    For
      and
      on behalf of the Certificateholders, the Master Servicer shall supervise,
      monitor and oversee the obligations of the Servicers to service and administer
      their respective Mortgage Loans in accordance with the terms of the applicable
      Servicing Agreement and shall have full power and authority to do any and all
      things which it may deem necessary or desirable in connection with such master
      servicing and administration.  In performing its obligations
      hereunder, the Master Servicer shall act in a manner consistent with this
      Agreement, subject to the prior sentence, and with Customary Servicing
      Procedures.  Furthermore, the Master Servicer shall oversee and
      consult with each Servicer as necessary from time-to-time to carry out the
      Master Servicer’s obligations hereunder, shall receive, review and evaluate all
      reports, information and other data provided to the Master Servicer by each
      Servicer and shall cause each Servicer to perform and observe the covenants,
      obligations and conditions to be performed or observed by such Servicer under
      the applicable Servicing Agreement.  The Master Servicer shall
      independently and separately monitor each Servicer’s servicing activities with
      respect to each related Mortgage Loan, reconcile the results of such monitoring
      with such information provided in the previous sentence on a monthly basis
      and
      coordinate corrective adjustments to the Servicers’ and the Master Servicer’s
      records, and based on such reconciled and corrected information, prepare the
      Master Servicer’s Certificate and any other information and statements required
      hereunder.  The Master Servicer shall reconcile the results of its
      Mortgage Loan monitoring with the actual remittances of the Servicers to the
      Master Servicer Custodial Account pursuant to the applicable Servicing
      Agreements.

     

    Continuously
      from the date hereof until the termination of the Trust, the Master Servicer
      shall enforce the obligations of the Servicers to collect all payments due
      under
      the terms and provisions of the Mortgage Loans when the same shall become due
      and payable to the extent such procedures shall be consistent with the
      applicable Servicing Agreement.

     


    
      
        
        

      

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

     

    Section
      3.02 Monitoring
      of
      Servicers.

     

    (a) The
      Master Servicer shall be responsible for reporting to the Trustee, the
      Securities Administrator and the Depositor the compliance by each Servicer
      with
      its duties under the related Servicing Agreement.  In the review of
      each Servicer’s activities, the Master Servicer may rely upon an officer’s
      certificate of the Servicer with regard to such Servicer’s compliance with the
      terms of its Servicing Agreement.  In the event that the Master
      Servicer, in its judgment, determines that a Servicer should be terminated
      in
      accordance with its Servicing Agreement, or that a notice should be sent
      pursuant to such Servicing Agreement with respect to the occurrence of an event
      that, unless cured, would constitute grounds for such termination, the Master
      Servicer shall notify the Depositor, the Securities Administrator and the
      Trustee thereof and the Master Servicer shall issue such notice or take such
      other action as it deems appropriate.

     

    (b) The
      Master Servicer, for the benefit of the Trust and the Certificateholders, shall
      enforce the obligations of each Servicer under the related Servicing Agreement,
      and shall, in the event that a Servicer fails to perform its obligations in
      accordance with the related Servicing Agreement, subject to the preceding
      paragraph, terminate the rights and obligations of such Servicer thereunder
      and
      act as successor Servicer of the related Mortgage Loans under the applicable
      Servicing Agreement or cause the Trustee to enter into a new Servicing Agreement
      with a successor Servicer selected by the Master Servicer; provided, however, it is
      understood and acknowledged by the parties hereto that there will be a period
      of
      transition (not to exceed 90 days) before the actual servicing functions
      can be fully transferred to such successor Servicer.  Such
      enforcement, including, without limitation, the legal prosecution of claims,
      termination of Servicing Agreements and the pursuit of other appropriate
      remedies, shall be in such form and carried out to such an extent and at such
      time as the Master Servicer, in its good faith business judgment, would require
      were it the owner of the related Mortgage Loans.  The Master Servicer
      shall pay the costs of such enforcement at its own expense, and shall be
      reimbursed therefor only (i) from a general recovery resulting from such
      enforcement to the extent, if any, that such recovery exceeds all amounts due
      in
      respect of the related Mortgage Loans or (ii) from a specific recovery of
      costs, expenses or attorneys fees against the party whom such enforcement is
      directed, provided that
      the Master Servicer and the Trustee, as applicable, shall not be required to
      prosecute or defend any legal action except to the extent that the Master
      Servicer or the Trustee, as applicable, shall have received reasonable indemnity
      for its costs and expenses in pursuing such action.

     

    (c) To
      the
      extent that the costs and expenses of the Master Servicer or the Trustee, as
      applicable, related to any termination of a Servicer, appointment of a successor
      Servicer or the transfer and assumption of servicing by the Master Servicer
      or
      the Trustee, as applicable, with respect to any Servicing Agreement (including,
      without limitation, (i) all legal costs and expenses and all due diligence
      costs and expenses associated with an evaluation of the potential termination
      of
      the Servicer as a result of an event of default by such Servicer under the
      related Servicing Agreement and (ii) all costs and expenses associated with
      the complete transfer of

     


    
      
        
        

      

      
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    servicing,
      including all servicing files and all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      successor Servicer to correct any errors or insufficiencies in the servicing
      data or otherwise to enable the successor Servicer to service the Mortgage
      Loans
      in accordance with the related Servicing Agreement) are not fully and timely
      reimbursed by the terminated Servicer, the Master Servicer or the Trustee,
      as
      applicable, shall be entitled to reimbursement of such costs and expenses from
      the Master Servicer Custodial Account; provided that if such
      servicing transfer costs are ultimately reimbursed by the terminated Servicer,
      then the Master Servicer or the Trustee, as applicable, shall remit such amounts
      that are reimbursed by the terminated Servicer to the Master Servicer Custodial
      Account.

     

    (d) The
      Master Servicer shall require each Servicer to comply with the remittance
      requirements and other obligations set forth in the related Servicing
      Agreement.

     

    (e) If
      the
      Master Servicer acts as Servicer, it will not assume liability for the
      representations and warranties of the Servicer, if any, that it
      replaces.

     

    (f) Subject
      to the conditions set forth in this Section 3.02(f),
      the Master Servicer is permitted to utilize one or more Subcontractors to
      perform certain of its obligations hereunder.  The Master Servicer
      shall promptly upon request provide to the Depositor a written description
      (in
      form and substance satisfactory to the Depositor) of the role and function
      of
      each Subcontractor utilized by the Master Servicer, specifying (i) the
      identity of each such Subcontractor that is a Servicing Function Participant
      and
      (ii) which elements of the Servicing Criteria will be addressed in
      Assessments of Compliance provided by each Servicing Function
      Participant.  As a condition to the utilization by the Master Servicer
      of any Servicing Function Participant, the Master Servicer shall cause any
      such
      Servicing Function Participant for the benefit of the Depositor to comply with
      the provisions of Section 3.21 of
      this Agreement to the same extent as if such Servicing Function Participant
      were
      the Master Servicer.  The Master Servicer shall be responsible for
      obtaining from each such Servicing Function Participant and delivering to the
      applicable Persons any Assessment of Compliance and related Attestation Report
      required to be delivered by such Servicing Function Participant under Section 3.21, in
      each case as and when required to be delivered.

     

    Notwithstanding
      the foregoing, if the Master Servicer engages a Subcontractor in connection
      with
      the performance of any of its duties under this Agreement, the Master Servicer
      shall be responsible for determining whether such Subcontractor is an Additional
      Servicer.

     

    The
      Master Servicer shall indemnify the Depositor, the  Sponsor, the
      Trustee, the Custodian and the Securities Administrator and any of their
      directors, officers, employees or agents and hold them harmless against any
      and
      all claims, losses, damages, penalties, fines, forfeitures, reasonable and
      necessary legal fees and related costs, judgments, and any other costs, fees
      and
      expenses that any of them may sustain in any way related to a breach of the
      Master Servicer’s obligation set forth in the preceding paragraph or the failure
      of the Master Servicer to perform any of its obligations under this Section 3.02(f),
Section 3.20,
      Section 3.21 or
Section 3.22.

     


    
      
        
        

      

      
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    Section
      3.03 Fidelity
      Bond; Errors and
      Omissions Insurance.

     

    The
      Master Servicer shall maintain, at its own expense, a blanket fidelity bond
      and
      an errors and omissions insurance policy, with broad coverage on all officers,
      employees or other persons involved in the performance of its obligations as
      Master Servicer hereunder.  These policies must insure the Master
      Servicer against losses resulting from dishonest or fraudulent acts committed
      by
      the Master Servicer’s personnel, any employees of outside firms that provide
      data processing services for the Master Servicer, and temporary contract
      employees or student interns.  No provision of this Section 3.03
      requiring such fidelity bond and errors and omissions insurance shall diminish
      or relieve the Master Servicer from its duties and obligations as set forth
      in
      this Agreement.  The minimum coverage under any such bond and
      insurance policy shall be at least equal to the corresponding amounts required
      by Fannie Mae in the Fannie Mae Servicing Guide or by Freddie Mac in the Freddie
      Mac Sellers’ & Servicers’ Guide, as amended or restated from time to time,
      or in an amount as may be permitted to the Master Servicer by express waiver
      of
      Fannie Mae or Freddie Mac.  In the event that any such policy or bond
      ceases to be in effect, the Master Servicer shall obtain a comparable
      replacement policy or bond from an insurer or issuer, meeting the requirements
      set forth above as of the date of such replacement.

     

    Section
      3.04 Access
      to Certain
      Documentation.

     

    The
      Master Servicer shall provide, and the Master Servicer shall cause each Servicer
      to provide in accordance with the related Servicing Agreement, to the OCC,
      the
      OTS, the FDIC and to comparable regulatory authorities supervising Holders
      of
      Certificates and the examiners and supervisory agents of the OCC, the OTS,
      the
      FDIC and such other authorities, access to the documentation required by
      applicable regulations of the OCC, the OTS, the FDIC and such other authorities
      with respect to the Mortgage Loans.  Such access shall be afforded
      without charge, but only upon reasonable and prior written request and during
      normal business hours at the offices designated by the Master Servicer and
      the
      related Servicer.  In fulfilling such request for access, the Master
      Servicer shall not be responsible to determine the sufficiency of any
      information provided by such Servicer.  Nothing in this Section 3.04
      shall limit the obligation of the Master Servicer and the related Servicer
      to
      observe any applicable law and the failure of the Master Servicer or the related
      Servicer to provide access as provided in this Section 3.04 as
      a result of such obligation shall not constitute a breach of this Section 3.04.

     

    Section
      3.05 Maintenance
      of Primary
      Mortgage Insurance Policy; Claims.

     

    (a) The
      Master Servicer shall not take, or permit any Servicer (to the extent such
      action is prohibited under the applicable Servicing Agreement) to take, any
      action that would result in noncoverage under any applicable Primary Mortgage
      Insurance Policy of any loss which, but for the actions of the Master Servicer
      or such Servicer, would have been covered thereunder.  The Master
      Servicer shall use its best reasonable efforts to cause each Servicer (to the
      extent required under the related Servicing Agreement) to keep in force and
      effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
      such insurance), primary mortgage insurance applicable to each Mortgage Loan
      in
      accordance with the provisions of this Agreement and the related Servicing
      Agreement, as applicable.  The Master Servicer shall not, and shall
      not permit any Servicer (to the extent required under the related Servicing
      Agreement) to, cancel or refuse to renew any such Primary Mortgage Insurance
      Policy that is in effect at the

     


    
      
        
        

      

      
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    date
      of
      the initial issuance of the Mortgage Note and is required to be kept in force
      hereunder except in accordance with the provisions of this Agreement and the
      related Servicing Agreement, as applicable.

     

    (b) The
      Master Servicer agrees to present, or to cause each Servicer (to the extent
      required under the related Servicing Agreement) to present, on behalf of the
      Trust, the Trustee and the Certificateholders, claims to the insurer under
      any
      Primary Mortgage Insurance Policies and, in this regard, to take such reasonable
      action as shall be necessary to permit recovery under any Primary Mortgage
      Insurance Policies respecting defaulted Mortgage Loans.  Pursuant to
Sections 3.08
      and 3.09, any
      amounts collected by the Master Servicer or any Servicer under any Primary
      Mortgage Insurance Policies shall be deposited in the Master Servicer Custodial
      Account, subject to withdrawal pursuant to Section 3.11.

     

    Section
      3.06 Rights
      of the Depositor, the
      Securities Administrator and the Trustee in Respect of the Master
      Servicer.

     

    The
      Depositor may, but is not obligated to, enforce the obligations of the Master
      Servicer hereunder and may, but is not obligated to, perform, or cause a
      designee to perform, any defaulted obligation of the Master Servicer hereunder
      and in connection with any such defaulted obligation to exercise the related
      rights of the Master Servicer hereunder; provided that the Master
      Servicer shall not be relieved of any of its obligations hereunder by virtue
      of
      such performance by the Depositor or its designee.  None of the
      Securities Administrator, the Trustee or the Depositor shall have any
      responsibility or liability for any action or failure to act by the Master
      Servicer and the Securities Administrator, the Trustee or the Depositor shall
      not be obligated to supervise the performance of the Master Servicer hereunder
      or otherwise.

     

    Section
      3.07 Trustee
      to Act as Master
      Servicer.

     

    (a) In
      the
      event the Master Servicer or any successor master servicer shall for any reason
      no longer be the Master Servicer hereunder (including by reason of an Event
      of
      Default), the Trustee as trustee hereunder shall within 90 days of such
      time, assume, if it so elects, or shall appoint a successor Master Servicer
      to
      assume, all of the rights and obligations of the Master Servicer hereunder
      arising thereafter.  Any such assumption shall be subject to Sections 7.02
      and 8.05.

     

    (b) The
      predecessor Master Servicer at its expense shall, upon request of the Trustee,
      deliver to the assuming party all master servicing documents and records and
      an
      accounting of amounts collected or held by the Master Servicer, and shall
      transfer control of the Master Servicer Custodial Account and any investment
      accounts to the successor Master Servicer, and otherwise use its best efforts
      to
      effect the orderly and efficient transfer of its rights and duties as Master
      Servicer hereunder to the assuming party.  The Trustee shall be
      entitled to be reimbursed from the predecessor Master Servicer (or the Trust
      if
      the predecessor Master Servicer is unable to fulfill such obligations) for
      all
      Master Servicing Transfer Costs.

     


    
      
        
        

      

      
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    Section
      3.08 Servicer
      Custodial Accounts
      and Escrow Accounts.

     

    (a) The
      Master Servicer shall enforce the obligation of each Servicer to establish
      and
      maintain a Servicer Custodial Account in accordance with the applicable
      Servicing Agreement, with records to be kept with respect thereto on a loan
      by
      loan basis, into which accounts shall be deposited within 48 hours (or as
      of such other time specified in the related Servicing Agreement) of receipt
      all
      collections of principal and interest on any Mortgage Loan and all collections
      with respect to any REO Property received by a Servicer, including Principal
      Prepayments, Insurance Proceeds, Liquidation Proceeds, Recoveries and Advances
      made from the Servicer’s own funds (less servicing compensation as permitted by
      the applicable Servicing Agreement in the case of any Servicer) and all other
      amounts to be deposited in the Servicer Custodial Account.  The Master
      Servicer is hereby authorized to make withdrawals from and deposits to the
      related Servicer Custodial Account for purposes required or permitted by this
      Agreement.

     

    (b) The
      Master Servicer shall also enforce the obligation of each Servicer to establish
      and maintain a Buy-Down Account in accordance with the applicable Servicing
      Agreement, with records to be kept with respect thereto on a Mortgage Loan
      by
      Mortgage Loan basis, into which accounts any Buy-Down Funds shall be deposited
      within 48 hours (or as of such other time specified in the related
      Servicing Agreement) of receipt thereof.  In addition, the Master
      Servicer shall enforce the obligation of each Servicer to withdraw from the
      Buy-Down Account and deposit in immediately available funds in the Servicer
      Custodial Account an amount which, when added to such Mortgagor’s payment, will
      equal the full monthly payment due under the related Mortgage Note.

     

    (c) To
      the
      extent required by the related Servicing Agreement and by the related Mortgage
      Note and not violative of current law, the Master Servicer shall enforce the
      obligation of each Servicer to establish and maintain one or more escrow
      accounts (for each Servicer, collectively, the “Escrow
      Account”) and deposit and retain therein all collections from the
      Mortgagors (or Advances by such Servicer) for the payment of taxes, assessments,
      hazard insurance premiums or comparable items for the account of the Mortgagors.
      Nothing herein shall require the Master Servicer to compel a Servicer to
      establish an Escrow Account in violation of applicable law.

     

    Section
      3.09 Collection
      of Mortgage Loan
      Payments; Master Servicer Custodial Account and Certificate
      Account.

     

    (a) Continuously
      from the date hereof until the principal and interest on all Mortgage Loans
      are
      paid in full, the Master Servicer shall enforce the obligations of the Servicers
      to collect all payments due under the terms and provisions of the Mortgage
      Loans
      when the same shall become due and payable to the extent such procedures shall
      be consistent with the applicable Servicing Agreement.

     

    (b) 
      The
      Securities Administrator shall establish and maintain the Certificate Account,
      which shall be deemed to consist of nine sub-accounts and into which the Master
      Servicer will deposit on or prior to 11:00 a.m. New York time, on each
      Distribution Date (or, if the Securities Administrator is no longer the same
      Person as, or an Affiliate of, the Master Servicer, the

     


    
      
        
        

      

      
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    Business
      Day preceding each Distribution Date) all amounts on deposit in the Master
      Servicer Custodial Account for distribution to Certificateholders.

     

    (c) The
      Master Servicer shall establish and maintain the Master Servicer Custodial
      Account, which shall be an Eligible Account and which may be deemed to be a
      sub-account of the Certificate Account for so long as the Master Servicer and
      the Securities Administrator are the same person.  The Master Servicer
      shall, promptly upon receipt, deposit in the Master Servicer Custodial Account
      and retain therein any amounts which are required to be deposited in the Master
      Servicer Custodial Account by the Master Servicer.

     

    (d) On
      a
      daily basis within one (1) Business Day of receipt (except as otherwise
      specifically provided herein), the Master Servicer shall deposit or cause to
      be
      deposited in the Master Servicer Custodial Account the following payments and
      collections remitted to the Master Servicer by each Servicer from its respective
      Servicer Custodial Account pursuant to the related Servicing Agreement or
      otherwise or received by the Master Servicer in respect of the related Mortgage
      Loans subsequent to the Cut-off Date (other than in respect of principal and
      interest due on the related Mortgage Loans on or before the Cut-off Date) and
      the following amounts required to be deposited hereunder:

     

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

     

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

     

    (iii) 
      (A) all related Insurance Proceeds and Liquidation Proceeds, other than
      Insurance Proceeds to be (1) applied to the restoration or repair of the
      Mortgaged Property, (2) released to the Mortgagor in accordance with
      Customary Servicing Procedures or (3) required to be deposited to an Escrow
      Account pursuant to Section 3.08 and
      (B) any Insurance Proceeds released from an Escrow Account;

     

    (iv) 
      any
      amount required to be deposited by the Master Servicer pursuant to Section 3.09(e)
      in connection with any losses on Permitted Investments with respect to the
      Master Servicer Custodial Account;

     

    (v) 
      any
      amounts relating to REO Property required to be remitted by the applicable
      Servicer;

     

    (vi) 
      Periodic
      Advances made by the applicable Servicer pursuant to the related Servicing
      Agreement (or, if applicable, by the Master Servicer or the Trustee pursuant
      to
Section 3.19 or
      the Trustee pursuant to Section 8.01)
      and any Compensating Interest paid by the applicable Servicer pursuant to the
      related Servicing Agreement;

     

    (vii) 
      all
      related Purchase Prices, all related Substitution Adjustment Amounts and all
      related Reimbursement Amounts to the extent received by the Master
      Servicer;

     

    (viii) 
      any
      related Recoveries;

     


    
      
        
        

      

      
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    (ix) 
      any
      related Buy-Down Funds required to be deposited pursuant to Section 3.08;
      and

     

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

     

    If
      the
      Master Servicer shall deposit any amount not required to be deposited, it may
      at
      any time withdraw such amount from the Master Servicer Custodial Account, any
      provision herein to the contrary notwithstanding.  All funds required
      to be deposited in the Master Servicer Custodial Account shall be held by the
      Master Servicer in trust for the Certificateholders until disbursed in
      accordance with this Agreement or withdrawn in accordance with Section 3.11.

     

    (e) 
      Each
      institution at which the Master Servicer Custodial Account is maintained shall
      invest the funds therein as directed in writing by the Master Servicer in
      Permitted Investments, which shall mature not later than the Business Day next
      preceding the Distribution Date (except that if such Permitted Investment is
      an
      obligation of the institution that maintains such account, then such Permitted
      Investment shall mature not later than such Distribution Date) and, in each
      case, shall not be sold or disposed of prior to its maturity. All such Permitted
      Investments shall be made in the name of the Trustee, for the benefit of the
      Certificateholders. All Master Servicer Custodial Account Reinvestment Income
      shall be for the benefit of the Master Servicer as part of its master servicing
      compensation and shall be remitted to the Master Servicer monthly as provided
      herein. The amount of any losses realized in the Master Servicer Custodial
      Account incurred in any such account in respect of any such investments shall
      promptly be deposited by the Master Servicer from its own funds in the Master
      Servicer Custodial Account.

     

    (f) 
      Each
      institution at which the Certificate Account is maintained shall invest the
      funds therein if directed in writing by the Securities Administrator in
      Permitted Investments that are obligations of the institution that maintains
      the
      Certificate Account, which shall mature on the Distribution Date and shall
      not
      be sold or disposed of prior to its maturity. All such Permitted Investments
      shall be made in the name of the Trustee, for the benefit of the
      Certificateholders. All income and gains net of any losses realized since the
      preceding Distribution Date from Permitted Investments of funds in the
      Certificate Account shall be for the benefit of the Securities Administrator
      as
      its compensation and the amount of any losses realized in the Certificate
      Account in respect of any such Permitted Investments shall promptly be deposited
      by the Securities Administrator from its own funds to the Certificate
      Account.

     

    (g) The
      Master Servicer shall give notice to the Depositor, the Trustee, the Securities
      Administrator and the Rating Agencies of any proposed change of location of
      the
      Master Servicer Custodial Account not later than 30 days after and not more
      that 45 days prior to any change thereof.  The Securities
      Administrator shall give notice to the Depositor, the Trustee, the Master
      Servicer and the Rating Agencies of any proposed change of the location of
      the
      Certificate Account maintained by the Securities Administrator not later than
      30 days after and not more than 45 days prior to any change
      thereof.  The creation of the Master Servicer Custodial Account and
      the Certificate Account shall be evidenced by a certification substantially
      in
      the form attached hereto as Exhibit F.

     


    
      
        
        

      

      
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    (h) 
      The
      Securities Administrator shall designate each of the Lower-Tier Certificate
      Sub-Account, Middle-Tier Certificate Sub-Account and the Upper-Tier Certificate
      Sub-Account as a sub-account of the Certificate Account. On each Distribution
      Date (other than the Final Distribution Date, if such Final Distribution Date
      is
      in connection with a purchase of the assets of the Trust Estate by the Master
      Servicer), the Securities Administrator shall, from funds available on deposit
      in the Certificate Account, be deemed to deposit into the Lower-Tier Certificate
      Sub-Account, all funds on deposit in the Loan Group 1 Sub-Account, the Loan
      Group 2 Sub-Account, the Loan Group 3 Sub-Account and the Loan Group 4
      Sub-Account and immediately thereafter, be deemed to distribute to the
      Middle-Tier Certificate Sub-Account, the Lower-Tier Distribution Amount. The
      Securities Administrator shall then immediately, from funds available in the
      Middle-Tier Certificate Sub-Account, be deemed to deposit into the Upper-Tier
      Certificate Sub-Account, the Middle-Tier Distribution Amount.

     

    Section
      3.10 Access
      to Certain
      Documentation and Information Regarding the Mortgage Loans.

     

    The
      Master Servicer shall afford and shall enforce the obligation of the Servicers
      to afford the Securities Administrator and the Trustee reasonable access to
      all
      records and documentation regarding the Mortgage Loans and all accounts,
      insurance information and other matters relating to this Agreement, such access
      being afforded without charge, but only upon reasonable request and during
      normal business hours at the office designated by the Master Servicer or the
      applicable Servicer.

     

    Section
      3.11 Permitted
      Withdrawals from
      the Certificate Account and the Master Servicer Custodial Account.

     

    (a) The
      Securities Administrator shall withdraw funds from the Certificate Account
      for
      distributions to Certificateholders in the manner specified in this
      Agreement.  In addition, the Master Servicer may from time to time
      make withdrawals from the Master Servicer Custodial Account for the following
      purposes:

     

    (i) to
      pay to
      the Servicers (to the extent not previously retained by them), the Servicing
      Fee
      to which they are entitled pursuant to the Servicing Agreements and to pay
      itself any Master Servicer Custodial Account Reinvestment Income;

     

    (ii) to
      pay to
      the Securities Administrator and the Trustee any amounts due to the Securities
      Administrator and the Trustee under this Agreement (including, but not limited
      to, all amounts provided for under Section 3.02,
Section 3.07,
      Section 8.05 and
Section 9.11,
      other than the amounts provided for in the first sentence of Section 9.11);

     

    (iii) to
      reimburse the Servicers (or, if applicable, itself or the Trustee) for
      unreimbursed Advances and Capitalization Reimbursement Amounts made pursuant
      to
      the related Servicing Agreement (or in the case of itself or the Trustee,
      pursuant to Section 3.19 or
Section 8.01,
      as
      applicable), such right of reimbursement pursuant to this
      clause (iii) being limited first to amounts received on the Mortgage
      Loans serviced by such Servicer in the related Loan Group in respect of which
      any such Advance was made or Capitalization Reimbursement Amount was created
      and
      then limited to amounts

     


    
      
        
        

      

      
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    received
      on all the Mortgage Loans serviced by such Servicer (or, if applicable, the
      Master Servicer or the Trustee) in respect of which any such Advance was made
      or
      Capitalization Reimbursement Amount was created;

     

    (iv) 
      to
      reimburse the Servicers (or, if applicable, itself or the Trustee) for any
      Nonrecoverable Advance previously made, such right of reimbursement pursuant
      to
      this clause (iv) being limited first to amounts received on the
      Mortgage Loans in the same Loan Group as the Mortgage Loan(s) in respect of
      which such Nonrecoverable Advance was made and then limited to amounts received
      on all the Mortgage Loans serviced by such Servicer (of, if applicable, the
      Master Servicer or the Trustee);

     

    (v) to
      reimburse the Servicers for Insured Expenses from the related Insurance
      Proceeds;

     

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

     

    (vii) to
      reimburse itself or the Depositor for expenses incurred by either of them and
      reimbursable pursuant to this Agreement, including but not limited to, Section 3.02 and
Section 7.03;

     

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

     

    (ix) to
      reimburse the Servicers for any Capitalization Reimbursement Amounts created
      but
      only from amounts received on or in respect of the Mortgage Loans related to
      principal; and

     

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

     

    If
      the
      Master Servicer shall remit to the Securities Administrator any amount not
      required to be remitted, it may at any time direct the Securities Administrator
      to withdraw such amount from the Certificate Account, any provision herein
      to
      the contrary notwithstanding.  Such direction may be accomplished by
      delivering an Officer’s Certificate to the Securities Administrator which
      describes the amounts remitted in error to the Securities Administrator for
      deposit to the Certificate Account.

     

    (b) On
      each
      Distribution Date, funds on deposit in the Certificate Account and deemed to
      be
      on deposit in the Upper-Tier Certificate Sub-Account shall be used to make
      payments on the Upper Tier Interests and the Class 2-A-R Certificate (in respect
      of the Class UR Interest) as provided in Sections 5.01 and
5.02.  The
      Certificate Account shall be cleared and terminated upon termination of this
      Agreement pursuant to Section
      10.01.

     


    
      
        
        

      

      
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    Section
      3.12 Maintenance
      of Hazard
      Insurance and Other Insurance.

     

    (a) For
      each
      Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers
      under the related Servicing Agreements to maintain or cause to be maintained
      fire, flood and hazard insurance with extended coverage customary in the area
      where the Mortgaged Property is located in accordance with the related Servicing
      Agreements.  It is understood and agreed that such insurance provided
      for in this Section 3.12
      shall be with insurers meeting the eligibility requirements set forth in the
      applicable Servicing Agreement and that no earthquake or other additional
      insurance is to be required of any Mortgagor or to be maintained on property
      acquired in respect of a defaulted loan, other than pursuant to such applicable
      laws and regulations as shall at any time be in force and as shall require
      such
      additional insurance.

     

    (b) Pursuant
      to Sections 3.08
      and 3.09, any
      amounts collected by the Master Servicer, or by any Servicer, under any
      insurance policies (other than amounts to be applied to the restoration or
      repair of the property subject to the related Mortgage or released to the
      Mortgagor in accordance with the applicable Servicing Agreement) shall be
      deposited into the Master Servicer Custodial Account, subject to withdrawal
      pursuant to Sections 3.09
      and 3.11.  Any
      cost incurred by the Master Servicer or any Servicer in maintaining any such
      insurance if the Mortgagor defaults in its obligation to do so shall be added
      to
      the amount owing under the Mortgage Loan where the terms of the Mortgage Loan
      so
      permit; provided,
      however, that the addition of any such cost shall not be taken into
      account for purposes of calculating the distributions to be made to
      Certificateholders and shall be recoverable by the Master Servicer or such
      Servicer pursuant to Sections 3.08
      and 3.09.

     

    Section
      3.13 Presentment
      of Claims and
      Collection of Proceeds.

     

    The
      Master Servicer shall (to the extent provided in the applicable Servicing
      Agreement) cause the related Servicer to, prepare and present on behalf of
      the
      Trust and the Certificateholders all claims under the Insurance Policies and
      take such actions (including the negotiation, settlement, compromise or
      enforcement of the insured’s claim) as shall be necessary to realize recovery
      under such policies.  Any proceeds disbursed to the Master Servicer
      (or disbursed to a Servicer and remitted to the Master Servicer) in respect
      of
      such policies, bonds or contracts shall be promptly deposited in the Master
      Servicer Custodial Account upon receipt, except that any amounts realized that
      are to be applied to the repair or restoration of the related Mortgaged Property
      as a condition precedent to the presentation of claims on the related Mortgage
      Loan to the insurer under any applicable Insurance Policy need not be so
      deposited (or remitted).

     

    Section
      3.14 Enforcement
      of Due-On-Sale
      Clauses; Assumption Agreements.

     

    To
      the
      extent provided in the applicable Servicing Agreement and to the extent Mortgage
      Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause
      the Servicers to enforce such clauses in accordance with the applicable
      Servicing Agreement.  If applicable law prohibits the enforcement of a
      due-on-sale clause or such clause is otherwise not enforced in accordance with
      the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
      is
      assumed, the original Mortgagor may be released from liability in accordance
      with the applicable Servicing Agreement.

     


    
      
        
        

      

      
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    Section
      3.15 Realization
      Upon Defaulted
      Mortgage Loans; REO Property.

     

    (a) The
      Master Servicer shall cause each Servicer (to the extent required under the
      related Servicing Agreement) to foreclose upon or otherwise comparably convert
      the ownership of Mortgaged Properties securing such of the Mortgage Loans as
      come into and continue in default and as to which no satisfactory arrangements
      can be made for collection of delinquent payments, all in accordance with the
      applicable Servicing Agreement.

     

    (b) With
      respect to any REO Property, the deed or certificate of sale shall be taken
      in
      the name of the Trust for the benefit of the Certificateholders, or its nominee,
      on behalf of the Certificateholders.  The Master Servicer shall
      enforce the obligation of the Servicers, to the extent provided in the
      applicable Servicing Agreement, to (i) cause the name of the Trust to be
      placed on the title to such REO Property and (ii) ensure that the title to
      such REO Property references this Agreement.  The Master Servicer
      shall, to the extent provided in the applicable Servicing Agreement, cause
      the
      applicable Servicer to sell any REO Property as expeditiously as possible and
      in
      accordance with the provisions of this Agreement and the related Servicing
      Agreement, as applicable.  Pursuant to its efforts to sell such REO
      Property, the Master Servicer shall cause the applicable Servicer to protect
      and
      conserve such REO Property in the manner and to the extent required by the
      applicable Servicing Agreement, subject to the REMIC Provisions.  In
      the event that the Trust Estate acquires any Mortgaged Property as aforesaid
      or
      otherwise in connection with a default or imminent default on a Mortgage Loan,
      the Master Servicer shall enforce the obligation of the related Servicer to
      dispose of such Mortgaged Property within the time period specified in the
      applicable Servicing Agreement, but in any event prior to the end of the third
      calendar year following the year in which the Servicer acquired the Mortgaged
      Property on behalf of the Trust (such period, the “REO
      Disposition Period”) unless (i) the Servicer provides to the
      Trustee, the Master Servicer and the Securities Administrator an Opinion of
      Counsel to the effect that the holding by the Trust of such Mortgaged Property
      subsequent to the REO Disposition Period will not result in the imposition
      of
      taxes on “prohibited transactions” of the Trust as defined in Section 860F
      of the Code or under the law of any state in which real property securing a
      Mortgage Loan owned by the Trust is located or cause any REMIC created hereunder
      to fail to qualify as a REMIC for federal income tax purposes or for state
      tax
      purposes under the laws of any state in which real property securing a Mortgage
      Loan owned by the Trust is located at any time that any Certificates are
      outstanding or (ii) the Servicer shall have applied for and received an
      extension of such period from the Internal Revenue Service, in which case the
      Trust Estate may continue to hold such Mortgaged Property for the period of
      such
      extension.

     

    (c) The
      Master Servicer shall, to the extent required by the related Servicing
      Agreement, cause the applicable Servicer to deposit all funds collected and
      received in connection with the operation of any REO Property in the Servicer
      Custodial Account.

     

    (d) The
      applicable Servicer, upon the final disposition of any REO Property, shall
      be
      entitled to reimbursement for any related unreimbursed Advances, Capitalization
      Reimbursement Amounts and other unreimbursed advances as well as any unpaid
      Servicing Fees from Liquidation Proceeds received in connection with the final
      disposition of such REO Property; provided that any such
      unreimbursed Advances as well as any unpaid Servicing Fees may be reimbursed
      or
      paid, as the case may be, prior to final disposition, out of any net rental
      income or other net amounts derived from such REO Property.

     


    
      
        
        

      

      
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    (e) The
      Liquidation Proceeds from the final disposition of the REO Property, net of
      any
      payment to the applicable Servicer as provided above shall be deposited in
      the
      related Servicer Custodial Account on or prior to the Determination Date in
      the
      month following receipt thereof and be remitted by wire transfer in immediately
      available funds to the Master Servicer for deposit into the Master Servicer
      Custodial Account.

     

    Notwithstanding
      any other provision of this Agreement, the Master Servicer shall not permit
      any
      Mortgaged Property acquired by the Trust to be rented (or allowed to continue
      to
      be rented) or otherwise used for the production of income by or on behalf of
      the
      Trust in such a manner or pursuant to any terms that would (i) cause such
      Mortgaged Property to fail to qualify as “foreclosure property” within the
      meaning of Section 860G(a)(8) of the Code, (ii) result in the
      receipt by any REMIC created hereunder of any “income from non-permitted assets”
within the meaning of Section 860F(a)(2)(B) of the Code or any “net
      income from foreclosure property” which is subject to taxation under the REMIC
      Provisions or (iii) subject any REMIC created hereunder to the imposition
      of any federal, state or local income taxes on the income earned from such
      Mortgaged Property under Section 860G(c) of the Code or otherwise,
      unless the Master Servicer or related Servicer, as applicable, has agreed to
      indemnify and hold harmless the Trust with respect to the imposition of any
      such
      taxes.

     

    Section
      3.16 Trustee
      to Cooperate;
      Release of Mortgage Files.

     

    Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Master Servicer
      or
      the related Servicer of a notification that payment in full will be escrowed
      in
      a manner customary for such purposes, the Master Servicer or the related
      Servicer will immediately notify the Trustee (or, at the direction of the
      Trustee, a Custodian) by delivering, or causing to be delivered, two copies
      (one
      of which will be returned to the related Servicer with the Mortgage File) of
      a
      Request for Release (which may be delivered in an electronic format acceptable
      to the Trustee and the Master Servicer or the related Servicer).  Upon
      receipt of such request, the Trustee or a Custodian, as applicable, shall within
      seven (7) Business Days release the related Mortgage File to the Master
      Servicer or the related Servicer.  The Trustee shall at the Master
      Servicer’s or the related Servicer’s direction execute and deliver to the Master
      Servicer or the related Servicer the request for reconveyance, deed of
      reconveyance or release or satisfaction of mortgage or such instrument releasing
      the lien of the Mortgage relating to the Mortgage Loan, in each case provided
      by
      the Master Servicer or the related Servicer, together with the Mortgage Note
      with written evidence of cancellation thereon.  If the Mortgage has
      been recorded in the name of MERS or its designee, the Master Servicer shall
      enforce the applicable Servicer’s obligation under the related Servicing
      Agreement take all necessary action to reflect the release of the Mortgage
      on
      the records of MERS.  Expenses incurred in connection with any
      instrument of satisfaction or deed of reconveyance shall be chargeable to the
      related Mortgagor of the Mortgage Loan.

     

    From
      time
      to time and as shall be appropriate for the servicing or foreclosure of any
      Mortgage Loan, including for such purpose collection under any Primary Mortgage
      Insurance Policy, any policy of flood insurance, any fidelity bond or errors
      or
      omissions policy, or for the purposes of effecting a partial release of any
      Mortgaged Property from the lien of the Mortgage or the making of any
      corrections to the Mortgage Note or the Mortgage or any of the other documents
      included in the Mortgage File, the Trustee or a Custodian, as applicable, shall,
      upon

     


    
      
        
        

      

      
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    delivery
      to the Trustee (or, at the direction of the Trustee, a Custodian) of a Request
      for Release signed by a Master Servicing Officer or a Servicing Officer, release
      the Mortgage File within seven (7) Business Days to the Master Servicer or
      the related Servicer.  Subject to the further limitations set forth
      below, the Master Servicer or the applicable Servicer shall cause the Mortgage
      Files so released to be returned to the Trustee or a Custodian, as applicable,
      when the need therefor no longer exists, unless the Mortgage Loan is liquidated
      and the proceeds thereof are deposited in the related Servicer Custodial
      Account, in which case such Servicer shall deliver to the Trustee or a
      Custodian, as applicable, a Request for Release, signed by a Servicing
      Officer.

     

    If
      the
      Master Servicer or any related Servicer at any time seeks to initiate a
      foreclosure proceeding in respect of any Mortgaged Property as authorized by
      this Agreement or the Servicing Agreement, the Master Servicer or any related
      Servicer shall deliver or cause to be delivered to the Trustee, for signature,
      as appropriate, any court pleadings, requests for trustee’s sale or other
      documents necessary to effectuate such foreclosure or any legal action brought
      to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage
      or
      to obtain a deficiency judgment or to enforce any other remedies or rights
      provided by the Mortgage Note or the Mortgage or otherwise available at law
      or
      in equity.

     

    Section
      3.17 Documents,
      Records and Funds
      in Possession of the Master Servicer to be Held for the
      Trustee.

     

    Notwithstanding
      any other provisions of this Agreement, the Master Servicer shall enforce the
      obligation of each Servicer to transmit to the Trustee (or a Custodian on behalf
      of the Trustee) as required by this Agreement and the Servicing Agreements
      all
      documents and instruments in respect of a Mortgage Loan coming into the
      possession of the Servicer from time to time and shall account fully to the
      Trustee as required by this Agreement and the Servicing Agreements for any
      funds
      received by the Master Servicer or the related Servicer or which otherwise
      are
      collected by the Master Servicer or the related Servicer as Liquidation
      Proceeds, Recoveries or Insurance Proceeds in respect of any Mortgage
      Loan.  All Mortgage Files and funds collected or held by, or under the
      control of, the Master Servicer or the related Servicer in respect of any
      Mortgage Loans, whether from the collection of principal and interest payments
      or from Liquidation Proceeds, including but not limited to, any funds on deposit
      in the Master Servicer Custodial Account or any Servicer Custodial Account,
      shall be held by the Master Servicer or the related Servicer for and on behalf
      of the Trustee and shall be and remain the sole and exclusive property of the
      Trustee on behalf of the Trust, subject to the applicable provisions of this
      Agreement and the related Servicing Agreement.  The Master Servicer
      also agrees that it shall not, and shall enforce any requirement under the
      related Servicing Agreement that the related Servicer shall not, knowingly
      create, incur or subject any Mortgage File or any funds that are deposited
      in
      any Master Servicer Custodial Account, any Servicer Custodial Account, the
      Certificate Account or any Escrow Account, or any funds that otherwise are
      or
      may become due or payable to the Trustee for the benefit of the
      Certificateholders, to any claim, lien, security interest, judgment, levy,
      writ
      of attachment or other encumbrance created by the Master Servicer or Servicer,
      or assert by legal action or otherwise any claim or right of setoff against
      any
      Mortgage File or any funds collected on, or in connection with, a Mortgage
      Loan,
      except, however, that the Master Servicer shall be entitled to set off against
      and deduct from any such

     


    
      
        
        

      

      
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    funds
      any
      amounts that are properly due and payable to the Master Servicer under this
      Agreement.

     

    Section
      3.18 Master
      Servicer
      Compensation.

     

    As
      compensation for its services hereunder, the Master Servicer shall be entitled
      to compensation in the form of the Master Servicer Custodial Account
      Reinvestment Income.  The Master Servicer shall be required to pay all
      expenses incurred by it in connection with its master servicing activities
      hereunder and shall not be entitled to reimbursement therefor except as
      specifically provided in this Agreement.

     

    Section
      3.19 Advances.

     

    The
      Master Servicer shall enforce the obligations of each Servicer to make a
      Periodic Advance in accordance with the applicable Servicing
      Agreement.  A Servicer shall be entitled to be reimbursed from the
      applicable Servicer Custodial Account for all Advances of its own funds made
      pursuant to the related Servicing Agreement.  Based upon information
      set forth in the servicer reports, the Master Servicer shall inform the
      Securities Administrator of the amount of the Periodic Advance to be made by
      a
      Servicer no later than the related Remittance Date.  If a Servicer
      fails to make any required Periodic Advance pursuant to the related Servicing
      Agreement, the Master Servicer shall (i) unless the Master Servicer
      determines that such Periodic Advance would not be recoverable in its good
      faith
      business judgment, make such Periodic Advance not later than the Business Day
      preceding the related Distribution Date and (ii) to the extent such failure
      leads to the termination of the Servicer and until such time as a successor
      Servicer is appointed, continue to make Periodic Advances required pursuant
      to
      the related Servicing Agreement for any Distribution Date, within the same
      time
      frame set forth in (i) above, unless the Master Servicer determines (to the
      extent provided in the related Servicing Agreement) that such Periodic Advance
      would not be recoverable.  If the Master Servicer is unable to make a
      Periodic Advance required to be made by it in accordance with this Section 3.19,
      the Master Servicer shall immediately, and in no event later than 5:00 P.M.
      New
      York time on the last Business Day preceding the related Distribution Date,
      give
      written notice thereof to the Trustee, the Securities Administrator and the
      Depositor.

     

    Section
      3.20 Annual
      Statement as to
      Compliance.

     

    (a) Each
      of
      the Master Servicer and the Securities Administrator shall deliver, and shall
      cause any Additional Servicer engaged by it to deliver, or otherwise make
      available to the Depositor and the Securities Administrator (and the Securities
      Administrator will make available to the Trustee and each Rating Agency), no
      later than March 15th of each calendar year beginning in 20  , an
      Officer’s Certificate (each, together with such similar certificate delivered by
      each Servicer as described in Section 3.20(b),
      a “Compliance
      Statement”), signed by an officer of such party, stating, as to the
      signer thereof, that (a) a review of the activities of such party during
      the preceding calendar year or portion thereof and of performance of such party
      under this Agreement or such applicable agreement in case of an Additional
      Servicer has been made under such officers’ supervision and (b) to the best
      of such officer’s knowledge, based on such review, such party has fulfilled all
      of its obligations under this Agreement or such applicable agreement in case
      of
      an Additional Servicer in all material respects throughout such

     


    
      
        
        

      

      
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    year,
      or,
      if there has been a failure to fulfill any such obligation in any material
      respect, specifying each such failure known to such officer and the nature
      and
      status thereof.  Such Compliance Statements shall contain no
      restrictions or limitations on their use.  The obligations of the
      Master Servicer and the Securities Administrator under this Section apply
      to each entity that acted as Master Servicer or Securities Administrator, as
      applicable, during the applicable period, whether or not such entity is acting
      as Master Servicer or Securities Administrator at the time such Compliance
      Statement is required to be delivered.

     

    (b) In
      the
      event the Master Servicer or the Securities Administrator is terminated or
      resigns pursuant to the terms of this Agreement, such party shall provide,
      and
      shall use its reasonable efforts to cause any Additional Servicer that resigns
      or is terminated under any applicable servicing agreement to provide, a
      Compliance Statement pursuant to this Section 3.20
      with respect to the period of time that the Master Servicer or the Securities
      Administrator was subject to this Agreement or such applicable agreement in
      the
      case of an Additional Servicer or the period of time that the Additional
      Servicer was subject to such other servicing agreement.  The Master
      Servicer shall enforce any obligation of each Servicer, to the extent set forth
      in the related Servicing Agreement, to deliver to the Master Servicer a
      Compliance Statement within the time frame set forth in, and in such form and
      substance as may be required pursuant to, the related Servicing
      Agreement.  The Master Servicer shall include such Compliance
      Statements of the Servicers with its own Compliance Statement to be submitted
      pursuant to this Section 3.20.

     

    Section
      3.21 Assessments
      of Compliance
      and Attestation Reports .

     

    (a) Each
      of
      the Master Servicer, the Securities Administrator and the Custodian, each at
      its
      own expense, shall deliver, and shall cause each Servicing Function Participant
      engaged by it to deliver, or otherwise make available to the Depositor and
      the
      Securities Administrator on or before March 10th of each calendar year beginning
      in 20   (provided that each of the Master Servicer, the
      Securities Administrator and the Custodian shall make its best efforts to
      deliver such report by March 10th,
      but
      will not be in default in its obligation to so deliver such report unless it
      is
      not delivered by March 15th),
      a
      report regarding such party’s assessment of compliance with the Relevant
      Servicing Criteria (each, together with such similar report delivered by each
      Servicer as described in Section 3.21(c),
      an “Assessment
      of Compliance”) that contains (i) a statement by such party of its
      responsibility for assessing compliance with the Relevant Servicing Criteria,
      (ii) a statement that such party used the Relevant Servicing Criteria to
      assess compliance with the Relevant Servicing Criteria, (iii) such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      the
      fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22(c),
      including, if there has been any material instance of noncompliance with the
      Relevant Servicing Criteria, a discussion of each such failure and the nature
      and status thereof and (iv) a statement that a registered public accounting
      firm has issued an attestation report on such party’s assessment of compliance
      with the Relevant Servicing Criteria as of and for such period.

     

    No
      later
      than February 1 of each fiscal year for the Trust for which a 10-K is required
      to be filed, the Master Servicer, the Securities Administrator and the Custodian
      shall each forward to the Depositor and the Securities Administrator the name
      of
      each Servicing Function Participant engaged by it and what Relevant Servicing
      Criteria will be addressed in the report on assessment of compliance prepared
      by
      such Servicing Function Participant.  When the Master

     


    
      
        
        

      

      
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    Servicer,
      the Securities Administrator and the Custodian (or any Servicing Function
      Participant engaged by them) submit their assessments to the Depositor and
      the
      Securities Administrator, such parties will also at such time include the
      assessment (and attestation pursuant to Section 3.21(b))
      of each Servicing Function Participant engaged by it.

     

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

     

    Within
      ten calendar days of receipt of such Assessments of Compliance, the Securities
      Administrator shall confirm that the Assessments of Compliance, taken
      individually address the Relevant Servicing Criteria for each party as set
      forth
      on Exhibit N and on
      any similar exhibit set forth in each Servicing Agreement in respect of
      each Servicer and notify the Depositor of any exceptions.  None of
      such parties shall be required to deliver any such Assessments of Compliance
      until April 15 in any given year so long as it has received written confirmation
      from the Depositor that a Form 10-K is not required to be filed in respect
      of
      the Trust for the preceding calendar year.  The Custodian and any
      Servicing Function Participant engaged by it shall not be required to deliver
      or
      cause the delivery of such Assessments of Compliance in any given year that
      a
      Form 10-K is not required to be filed in respect of the Trust for the preceding
      fiscal year; provided,
however,
      the Custodian
      shall deliver to the Depositor on or before March 15th
      of any
      such year in which the Custodian is not required to deliver an Assessment of
      Compliance with respect to any other transaction for which the Depositor is
      the
      depositor, a copy of the Assessment of Compliance for the preceding fiscal
      year
      prepared by the Custodian relating to the Custodian’s servicing platform with
      respect to asset-backed securities that are backed by assets of the type backing
      the Offered Certificates.

     

    (b) Each
      of
      the Master Servicer, the Securities Administrator and the Custodian, each at
      its
      own expense, shall cause, and shall cause each Servicing Function Participant
      engaged by it to cause, on or before March 10th of each calendar year beginning
      in 20   (provided that each of the Master Servicer, the
      Securities Administrator and the Custodian shall make its best efforts to
      deliver such report by March 10th,
      but
      will not be in default in its obligation to so deliver such report unless it
      is
      not delivered by March 15th),
      a
      registered public accounting firm (which may also render other services to
      the
      Master Servicer, the Securities Administrator, the Custodian or

     


    
      
        
        

      

      
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    such
      other Servicing Function Participants, as the case may be) and that is a member
      of the American Institute of Certified Public Accountants to furnish a report
      (each, together with such similar report delivered by each Servicer as described
      in Section 3.21(c),
      an “Attestation
      Report”) to the Securities Administrator and the Depositor, to the effect
      that (i) it has obtained a representation regarding certain matters from
      the management of such party, which includes an assertion that such party has
      complied with the Relevant Servicing Criteria, and (ii) on the basis of an
      examination conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the Public Company Accounting Oversight Board,
      it is expressing an opinion as to whether such party’s compliance with the
      Relevant Servicing Criteria was fairly stated in all material respects, or
      it
      cannot express an overall opinion regarding such party’s assessment of
      compliance with the Relevant Servicing Criteria.  In the event that an
      overall opinion cannot be expressed, such registered public accounting firm
      shall state in such Attestation Report why it was unable to express such an
      opinion.  Each such related Attestation Report shall be made in
      accordance with Rules 1-02(a)(3) and 2-02(g) of the Commission’s Regulation
      S-X.  Such Attestation Reports must be available for general use and
      not contain restricted use language.  If requested by the Depositor,
      such report shall contain or be accompanied by a consent of such accounting
      firm
      to inclusion or incorporation of such report in the Depositor’s registration
      statement on Form S-3 relating to the Offered Certificates and the Form 10-K
      for
      the Trust.

     

    Within
      ten calendar days of receipt of such Attestation Reports, the Securities
      Administrator shall confirm that each Assessment of Compliance is coupled with
      a
      related Attestation Report and shall notify the Depositor of any
      exceptions.  None of the Master Servicer, the Securities Administrator
      or any Servicing Function Participant engaged by such parties shall be required
      to deliver or cause the delivery of such Attestation Reports until April 15
      in
      any given year so long as it has received written confirmation from the
      Depositor that a Form 10-K is not required to be filed in respect of the Trust
      for the preceding fiscal year.  The Custodian and any Servicing
      Function Participant engaged by it shall not be required to deliver or cause
      the
      delivery of such Attestation Report in any given year that a Form 10-K is not
      required to be filed in respect of the Trust for the preceding fiscal year;
      provided, however,
      the Custodian shall
      deliver to the Depositor on or before March 15th
      of any
      such year in which the Custodian is required to deliver an Assessment of
      Compliance pursuant to the proviso in the last paragraph of Section 3.21(a),
      a
      copy of an attestation report relating to such Assessment of
      Compliance.

     

    (c) The
      Master Servicer shall enforce any obligation of each Servicer, to the extent
      set
      forth in the related Servicing Agreement, to deliver to the Master Servicer
      an
      Assessment of Compliance and related Attestation Report within the time frame
      set forth in, and in such form and substance as may be required pursuant to,
      the
      related Servicing Agreement.  The Master Servicer shall include such
      Assessments of Compliance and Attestation Reports of the Servicers with its
      own
      Assessment of Compliance and related Attestation Report to be submitted pursuant
      to this Section 3.21.

     

    (d) In
      the
      event the Master Servicer, the Custodian or the Securities Administrator is
      terminated or resigns pursuant to the terms of this Agreement, such party shall
      provide, and each such party shall cause any Servicing Function Participant
      engaged by it to provide, an

     


    
      
        
        

      

      
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    Assessment
      of Compliance pursuant to this Section 3.21,
      coupled with an Attestation Report as required in this Section 3.21
      with respect to the period of time that the Master Servicer or the Securities
      Administrator was subject to this Agreement.

     

    Section
      3.22 Reports
      to the
      Commission.

     

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

     

    (b) Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Securities Administrator shall prepare and file on behalf
      of
      the Trust any Form 10-D required by the Exchange Act, in form and substance
      as
      required by the Exchange Act.  The Securities Administrator shall file
      each Form 10-D with a copy of the Monthly Statement for such Distribution Date
      attached thereto.  Any disclosure in addition to the Monthly Statement
      for such Distribution Date that is required to be included on Form 10-D (“Additional
      Form 10-D Disclosure”) shall be reported by the parties set forth on
Exhibit O
      hereto to the Depositor and the Securities Administrator and directed and
      approved by the Depositor pursuant to the following paragraph, and the
      Securities Administrator will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-D Disclosure, except
      as
      set forth in this Section 3.22(b).

     

    As
      set
      forth on Exhibit O
      hereto, within 5 calendar days after the related Distribution Date, (i) the
      parties described on Exhibit O shall
      be required to provide to the Securities Administrator (at [email address]
      with
      a copy by facsimile to [fax number]) and the Depositor, to the extent known
      by a
      responsible officer thereof, in EDGAR-compatible format, or in such other format
      as otherwise agreed upon by the Securities Administrator and such party, any
      Additional Form 10-D Disclosure, if applicable, together with an Additional
      Disclosure Notification in the form of Exhibit S and
      (ii) the Depositor shall approve, as to form and substance, or disapprove,
      as the case may be, the inclusion of the Additional Form 10-D Disclosure on
      Form
      10-D.  The Securities Administrator shall compile all such information
      provided to it in a Form 10-D prepared by it.  The Securities
      Administrator has no duty under this Agreement to monitor or enforce the
      performance by the parties listed on Exhibit O of
      their duties under this paragraph or proactively solicit or procure from such
      parties any Additional Form 10-D Disclosure information.  The
      Depositor will be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Securities Administrator in connection with including any
      Additional Form 10-D Disclosure on Form 10-D pursuant to this
      paragraph.

     

    After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a copy of the Form 10-D to the Depositor and, upon request,
      the
      Master Servicer for review.  Within 2 Business Days after receipt of
      such copy, the Depositor shall notify the Securities Administrator in writing
      (which may be furnished electronically) of any changes to or approval of such
      Form 10-D.  In the absence of any written changes or approval, the
      Securities

     


    
      
        
        

      

      
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    Administrator
      shall be entitled to assume that such Form 10-D is in final form and the
      Securities Administrator may proceed with the execution and filing of the Form
      10-D.  A duly authorized officer of the Master Servicer shall sign
      each Form 10-D.  If a Form 10-D cannot be filed on time or if a
      previously filed Form 10-D needs to be amended, the Securities Administrator
      will follow the procedures set forth in Section
      3.22(h)(ii).  Form 10-D requires the registrant to indicate (by
      checking “yes” or “no”) that it “(1) has filed all reports required to be filed
      by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90 days.” The
      Depositor hereby represents to the Securities Administrator that the Depositor
      has filed all such required reports during the preceding 12 months and that
      is
      has been subject to such filing requirement for the past 90 days.  The
      Depositor shall notify the Securities Administrator in writing, no later than
      the fifth calendar day after the related Distribution Date with respect to
      the
      filing of a report on Form 10-D, if the answer to either question should be
      “no.”  The Securities Administrator shall be entitled to rely on such
      representations in preparing, executing and/or filing any such
      report.  Promptly (but no later than 1 Business Day) after filing with
      the Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-D prepared and filed by the
      Securities Administrator.  The signing party at the Master Servicer
      can be contacted at the address specified in Section
      11.05.  Each party to this Agreement acknowledges that the
      performance by the Master Servicer and Securities Administrator of its duties
      under this Section 3.22(b)
      related to the timely preparation, arrangement for execution and filing of
      Form
      10-D is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties under this Section 3.22(b) and
      also contingent upon the Servicers, the Custodian and any Servicing Function
      Participant strictly observing deadlines no later than those set forth in this
      paragraph that are applicable to the parties to this Agreement in the delivery
      to the Securities Administrator of any necessary Additional Form 10-D Disclosure
      pursuant to the related Servicing Agreements, any custodial agreement or any
      other applicable agreement.  Neither the Master Servicer nor the
      Securities Administrator shall have any liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare, arrange
      for execution and/or timely file such Form 10-D, where such failure results
      from
      the Master Servicer’s or the Securities Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto or
      any
      Servicer, Custodian or Servicing Function Participant needed to prepare, arrange
      for execution or file such Form 10-D, not resulting from its own negligence,
      bad
      faith or willful misconduct.

     

    (c) On
      or
      prior to the 90th
      day
      after the end of each fiscal year of the Trust or such earlier date as may
      be
      required by the Exchange Act (the “10-K
      Filing Deadline”) (it being understood that the fiscal year for the Trust
      ends on December 31st of each year), commencing in March 20  , the
      Securities Administrator shall prepare and file on behalf of the Trust a Form
      10-K, in form and substance as required by the Exchange Act.  Each
      such Form 10-K shall include the following items, in each case to the extent
      they have been delivered to the Securities Administrator within the applicable
      time frames set forth in this Agreement and the related Servicing
      Agreements:

     


    
      
        
        

      

      
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    (i) a
      Compliance Statement for each Servicer, the Master Servicer and the Securities
      Administrator (each such party, together with the Custodian, a “Reporting
      Servicer”) as described under Section 3.20;

     

    (ii) (A) the
      Assessment of Compliance for each Reporting Servicer, as described under Section 3.21(a) and
(c),
      and
      (B) if each Reporting Servicer’s Assessment of Compliance identifies any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if each Reporting Servicer’s Assessment of Compliance is not
      included as an exhibit to such Form 10-K, disclosure that such report is not
      included and an explanation why such report is not included; provided, however,
      that the Securities
      Administrator, at its discretion, may omit from the Form 10-K any Assessment
      of
      Compliance described in this clause (ii) or Attestation Report described in
      clause (iii) below that is not required to be filed with such Form 10-K
      pursuant to Regulation AB;

     

    (iii) (A) the
      Attestation Report for each Reporting Servicer, as described under Section 3.21(b) and
(c),
      and
      (B) if any Reporting Servicer’s Attestation Report identifies any material
      instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any Reporting Servicer’s Attestation Report is not included
      as an exhibit to such Form 10-K,  disclosure that such Attestation
      Report is not included and an explanation why such Attestation Report is not
      included; and

     

    (iv) a
      Sarbanes-Oxley Certification, as described in Section 3.22(e).

     

    Any
      disclosure or information in addition to (i) through (iv) above that
      is required to be included on Form 10-K (“Additional
      Form 10-K Disclosure”) shall be reported by the parties set forth on
Exhibit P
      to the Depositor and the Securities Administrator and directed and approved
      by
      the Depositor pursuant to the following paragraph, and the Securities
      Administrator will have no duty or liability for any failure hereunder to
      determine or prepare any Additional Form 10-K Disclosure, except as set forth
      in
      this Section 3.22(d).

     

    As
      set
      forth on Exhibit
      P hereto, no later than March 1 of each year that the Trust is subject
      to
      the Exchange Act reporting requirements, commencing in 20  , (i) the
      parties described in Exhibit P shall be
      required to provide to the Securities Administrator (at [email address] with
      a
      copy by facsimile to [fax number]) and the Depositor, to the extent known by
      a
      responsible officer thereof, in EDGAR-compatible format, or in such other format
      as otherwise agreed upon by the Securities Administrator and such party, any
      Additional Form 10-K Disclosure, together with an Additional Disclosure
      Notification in the form attached hereto as Exhibit S and (ii)
      the Depositor shall approve, as to form and substance, or disapprove, as the
      case may be, the inclusion of the Additional Form 10-K Disclosure on Form
      10-K.  The Securities Administrator shall compile all such information
      provided to it in a Form 10-K prepared by it.  The Securities
      Administrator has no duty under this Agreement to monitor or enforce the
      performance by the parties listed on Exhibit P of their
      duties under this paragraph or proactively solicit or procure from such parties
      any Additional Form 10-K Disclosure information.  The Depositor will
      be responsible for any reasonable fees and expenses assessed or incurred by
      the
      Securities Administrator in connection with including any Additional Form 10-K
      Disclosure on Form 10-K pursuant to this paragraph.

     


    
      
        
        

      

      
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    After
      preparing the Form 10-K, the Securities Administrator shall forward
      electronically a copy of the Form 10-K to the Master Servicer and Depositor
      for
      review.  Within three Business Days after receipt of such copy, the
      Depositor shall notify the Securities Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form
      10-K.  A senior officer of the Master Servicer in charge of the master
      servicing function shall sign the Form 10-K.  If a Form 10-K cannot be
      filed on time or if a previously filed Form 10-K needs to be amended, the
      Securities Administrator will follow the procedures set forth in Section
      3.22(h)(ii).  Form 10-K requires the registrant to indicate (by
      checking “yes” or “no”) that it “(1) has filed all reports required to be filed
      by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90
      days.”  The Depositor hereby represents to the Securities
      Administrator that the Depositor has filed all such required reports during
      the
      preceding 12 months and that is has been subject to such filing requirement
      for
      the past 90 days.  The Depositor shall notify the Securities
      Administrator in writing, no later than March 15th with respect to the filing
      of
      a report on Form 10-K, if the answer to either question should be
“no.”  The Securities Administrator shall be entitled to rely on such
      representations in preparing, executing and/or filing any such
      report.  Promptly (but no later than 1 Business Day) after filing with
      the Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-K prepared and filed by the
      Securities Administrator.  The signing party at the Master Servicer
      can be contacted at the address specified in Section
      11.05.  The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Securities Administrator of its
      duties under this Section 3.22(c)
      related to the timely preparation, arrangement for execution and filing of
      Form
      10-K is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties under this Section 3.22(c),
Section
      3.22(e), Section 3.20 and
      Section 3.21
      and is also contingent upon the Servicers, the Custodian and any Servicing
      Function Participant strictly observing deadlines no later than those set forth
      in this paragraph that are applicable to the parties to this Agreement in the
      delivery to the Securities Administrator of any necessary Additional Form 10-K
      Disclosure, any Compliance Statement and any Assessment of Compliance and
      Attestation Report pursuant to the related Servicing Agreements, any custodial
      agreement or any other applicable agreement.  Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, arrange for execution and/or timely file such Form 10-K, where such
      failure results from the Securities Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto or
      any
      Servicer or Servicing Function Participant needed to prepare, arrange for
      execution or file such Form 10-K, not resulting from its own negligence, bad
      faith or willful misconduct.

     

    (d) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable
      Event”), and if requested by the Depositor, the Securities Administrator
      shall prepare and file on behalf of the Trust any Form 8-K, as required by
      the
      Exchange Act, provided
      that the Depositor shall file the initial Form 8-Ks in connection with the
      issuance of the Certificates.  Any disclosure or information related
      to a Reportable Event or that is otherwise required to be included on Form
      8-K
      other than the initial Form 8-Ks filed in connection with the issuance of the
      Certificates (“Form
      8-K
      Disclosure Information”) shall be reported by the parties set forth on
Exhibit Q
      hereto to the Depositor and

     


    
      
        
        

      

      
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     the
      Securities Administrator and directed and approved by the Depositor pursuant
      to
      the following paragraph, and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      8-K Disclosure Information, or any Form 8-K, except as set forth in this Section 3.22(d).

     

    As
      set
      forth on Exhibit Q
      hereto, no later than the end of business on the 2nd Business Day after the
      occurrence of a Reportable Event (i) the parties described in Exhibit Q shall be
      required to provide to the Securities Administrator (at [email address] with
      a
      copy by facsimile to [fax number]) and to the Depositor, to the extent known
      by
      a responsible officer thereof, in EDGAR-compatible format, or in such other
      format as otherwise agreed upon by the Securities Administrator and such party,
      any Form 8-K Disclosure Information, if applicable, together with an Additional
      Disclosure Notification in the form attached hereto as Exhibit S and
      (ii) the Depositor shall approve, as to form and substance, or disapprove,
      as the case may be, the inclusion of the Form 8-K Disclosure
      Information.  The Securities Administrator shall compile all such
      information provided to it in a Form 8-K prepared by it.  The
      Securities Administrator has no duty under this Agreement to monitor or enforce
      the performance by the parties listed on Exhibit Q of
      their duties under this paragraph or proactively solicit or procure from such
      parties any Form 8-K Disclosure Information.  The Depositor will be
      responsible for any reasonable fees and expenses assessed or incurred by the
      Securities Administrator in connection with including any Form 8-K Disclosure
      Information on Form 8-K pursuant to this paragraph.

     

    After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a copy of the Form 8-K to the Master Servicer and Depositor
      for
      review.  No later than the close of business New York City time on the
      3rd Business Day after the Reportable Event, the Depositor shall notify the
      Securities Administrator in writing (which may be furnished electronically)
      of
      any changes to or approval of such Form 8-K.  In the absence of
      receipt of any written changes or approval, the Securities Administrator shall
      be entitled to assume that such Form 8-K is in final form and the Securities
      Administrator may proceed with the execution and filing of the Form
      8-K.  A duly authorized officer of the Master Servicer shall sign the
      Form 8-K.  If a Form 8-K cannot be filed on time or if a previously
      filed Form 8-K needs to be amended, the Securities Administrator will follow
      the
      procedures set forth in Section 3.22(h)(ii).  Promptly
      (but no later than 1 Business Day) after filing with the Commission, the
      Securities Administrator will, make available on its internet website a final
      executed copy of each Form 8-K prepared and filed by the Securities
      Administrator.  The signing party at the Master Servicer can be
      contacted at the address specified in Section 11.05.  The
      parties to this Agreement acknowledge that the performance by the Securities
      Administrator of its duties under this Section 3.22(d)
      related to the timely preparation, arrangement for execution and filing of
      Form
      8-K is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties under this Section 3.22(d)
      and also contingent upon the Servicers, the Custodian and any Servicing Function
      Participant strictly observing deadlines no later than those set forth in this
      paragraph that are applicable to the parties to this Agreement in the delivery
      to the Securities Administrator of any necessary Form 8-K Disclosure Information
      pursuant to the related Servicing Agreements, any custodial agreement or any
      other applicable agreement.  Neither the Master Servicer nor the
      Securities Administrator shall have any liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare, arrange
      for execution and/or timely file such Form 8-K, where such failure results
      from
      the Securities Administrator’s

     


    
      
        
        

      

      
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    inability
      or failure to receive, on a timely basis, any information from any other party
      hereto or any Servicer, Custodian or Servicing Function Participant needed
      to
      prepare, arrange for execution or file such Form 8-K, not resulting from its
      own
      negligence, bad faith or willful misconduct.

     

    (e) Each
      Form
      10-K shall include a certification (the “Sarbanes-Oxley
      Certification”), exactly as set forth in Exhibit M
      attached hereto, required to be included therewith pursuant to the
      Sarbanes-Oxley Act.  The Securities Administrator (if the Securities
      Administrator is not the same entity as the Master Servicer) shall provide,
      and
      shall cause any Servicing Function Participant engaged by it to provide, to
      the
      Person who signs the 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, together with such similar
      certification delivered by each Servicer as described in Section 3.22(f),
      a “Back-up
      Certification”), in the form attached hereto as Exhibit R,
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”) can reasonably rely.  The senior officer of the
      Master Servicer in charge of the master servicing function shall serve as the
      Certifying Person on behalf of the Trust.  Such officer of the
      Certifying Person can be contacted by email at [email address].  In
      the event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated or resigns pursuant
      to the terms of this Agreement, or any applicable sub-servicing agreement,
      as
      the case may be, such party shall provide a Back-up Certification to the
      Certifying Person pursuant to this Section 3.22(e)
      with respect to the period of time it was subject to this Agreement or any
      applicable sub-servicing agreement, as the case may
      be.  Notwithstanding the foregoing, (i) the Master Servicer and
      the Securities Administrator shall not be required to deliver a Back-Up
      Certification to each other if both are the same Person and the Master Servicer
      is the Certifying Person and (ii) the Master Servicer shall not be
      obligated to sign the Sarbanes-Oxley Certification in the event that it does
      not
      receive any Back-Up Certification required to be furnished to it pursuant to
      this Section or any Servicing Agreement or Custodial Agreement.

     

    (f) Pursuant
      to the related Servicing Agreements, the Master Servicer shall enforce the
      obligation of each Servicer to provide the Back-up Certification required
      pursuant to each of the Servicing Agreements.

     

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

     

    (h) (i)  The
      obligations set forth in paragraphs (a) through (h) of this
      Section shall only apply with respect to periods for which reports are
      required to be filed with respect to the Trust under the Exchange
      Act.  On or prior to January 30 of the first year in which the
      Securities Administrator is able to do so under applicable law, unless otherwise
      requested by the Depositor, the Securities Administrator shall prepare and
      file
      with the Commission a Form 15 Suspension Notification executed by the Master
      Servicer with respect to the Trust, with a copy to the Depositor.  At
      the beginning of the calendar year after the filing of a Form 15 Suspension
      Notification, if the Depositor or the Certificate Registrar determines that
      the
      number of

     


    
      
        
        

      

      
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    Certificateholders
      of the Offered Certificates of record exceeds the number set forth in
      Section 15(d) of the Exchange Act or the regulations promulgated
      pursuant thereto which would cause the Trust to again become subject to the
      reporting requirements of the Exchange Act, it shall promptly notify the
      Securities Administrator and the Securities Administrator shall recommence
      preparing and filing reports on Form 8-K, Form 10-D and Form 10-K as required
      pursuant to this Section and the then-current reporting requirements of the
      Exchange Act and the parties hereto will again have the obligations set forth
      in
      paragraphs (a) through (h) of this Section.

     

    (ii) In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, Form 10-D or Form 10-K
      required to be filed by this Agreement because required disclosure information
      was either not delivered to it or delivered to it after the delivery deadlines
      set forth in this Agreement or for any other reason, the Securities
      Administrator will immediately electronically notify the Depositor and the
      Master Servicer of such inability to make a timely filing with the
      Commission.  In the case of Form 10-D and Form 10-K, the Securities
      Administrator, the Master Servicer, the Trustee and the Depositor will cooperate
      to prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as
      applicable, pursuant to Rule 12b-25 of the Exchange Act.  In the case
      of Form 8-K, the Securities Administrator will, upon receipt of all required
      Form 8-K Disclosure Information and upon the approval and direction of the
      Depositor, include such disclosure information on the next Form
      10-D.  In the event that any previously filed Form 8-K, Form 10-D or
      Form 10-K needs to be amended in connection with any Additional Form 10-D
      Disclosure (other than, in the case of Form 10-D, for the purpose of restating
      any Monthly Statement), Additional Form 10-K Disclosure or Form 8-K Disclosure
      Information, the Securities Administrator will notify the Depositor within
      one
      calendar day of discovery and such other parties to the transaction as are
      affected by such amendment, and such parties will cooperate to prepare any
      necessary Form 8-K/A, Form 10-D/A or Form 10-K/A.  Any Form 15, Form
      12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by a duly
      authorized officer (and a senior officer with respect to the Form 10-K) of
      the
      Master Servicer.  The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Securities Administrator of their
      duties under this Section 3.22(h) related
      to the timely preparation, arrangement for execution and filing of Form 15,
      a
      Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
      upon each such party performing its duties under this Section 3.22(h).  Neither
      the Master Servicer nor the Securities Administrator shall have any liability
      for any loss, expense, damage, claim arising out of or with respect to any
      failure to properly prepare, arrange for execution and/or timely file any such
      Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K,
      where such failure results from the Securities Administrator’s inability or
      failure to receive, on a timely basis, any information from any other party
      hereto or any Servicer, the Custodian or any Servicing Function Participant
      needed to prepare, arrange for execution or file such Form 15, Form 12b-25
      or
      any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its
      own
      negligence, bad faith or willful misconduct.

     


    
      
        
        

      

      
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    (i) Notwithstanding
      the provision of Section 11.01,
      this Section 3.22 may
      be amended without the consent of the Certificateholders.

     

    ARTICLE
      IV                                


     

    


     

    MASTER
      SERVICER’S CERTIFICATE

     

    Section
      4.01 Master
      Servicer’s
      Certificate.

     

    Each
      month, not later than 12:00 noon Eastern time on the [__]th calendar day of
      such month (or if such day is not a Business Day, the following Business Day),
      the Master Servicer shall deliver to the Securities Administrator, a Master
      Servicer’s Certificate based solely on the information provided by the Servicers
      (in substance and format mutually acceptable to the Master Servicer and the
      Securities Administrator) certified by a Master Servicing Officer setting forth
      the information necessary in order for the Securities Administrator to perform
      its obligations under this Agreement.  The Securities Administrator
      may conclusively rely upon the information contained in a Master Servicer’s
      Certificate delivered by the Master Servicer for all purposes hereunder and
      shall have no duty to verify or re-compute any of the information contained
      therein.

     

    ARTICLE
      V                                


     

    


     

    PAYMENTS
      AND STATEMENTS TO CERTIFICATEHOLDERS;REMIC ADMINISTRATION

     

    Section
      5.01 Distributions.

     

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

     

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

     

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

     


    
      
        
        

      

      
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    Section
      5.02 Priorities
      of Distributions
      on the Certificates .

     

    (a) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Certificate Account (to the extent funds are available therein) (1) to the
      extent not previously paid, the amounts payable to the Master Servicer, the
      Securities Administrator and the Trustee pursuant to Section 3.09(e) and
      (f) and Section 3.11 and
      shall pay such funds to itself, the Master Servicer and the Trustee, as
      applicable, and (2) based solely on the information contained in the Master
      Servicer’s Certificate, the Pool Distribution Amount (after the payment of the
      Servicing Fees for such Mortgage Loans and expenses and indemnities reimbursable
      pursuant to this Agreement, in each case to the extent not previously retained
      by or distributed to a Servicer, the Securities Administrator, the Master
      Servicer or the Trustee) for each Loan Group, and shall apply such funds, first,
      to distributions in respect of the Uncertificated Lower-Tier Interests, and
      then
      to the Uncertificated Middle-Tier Interests as specified in this Section 5.02(a) and
      then to distributions on the Certificates, paying Group 1 solely from the Pool
      Distribution Amount for Loan Group 1, paying Group 2 solely from the Pool
      Distribution Amount for Loan Group 2, paying Group 3 solely from the Pool
      Distribution Amount for Loan Group 3, paying Group 4 solely from the Pool
      Distribution Amount for Loan Group 4, paying the Class J-B Certificates from
      the
      remaining aggregate Pool Distribution Amount from Loan Group J and paying the
      Class X-B Certificates from the remaining aggregate Pool Distribution Amount
      from Loan Group X in the following order of priority and to the extent of such
      funds:

     

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

     

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

     

    (iii) concurrently,
      as follows:

     

    (A) to
      each
      Class of Class J-B Certificates, subject to paragraph (d) below, in the
      following order of priority:

     

    (1) to
      the
      Class J-B-1 Certificates, an amount allocable to interest equal to the
      Interest Distribution Amount for such Class for such Distribution
      Date;

     

    (2) to
      the
      Class J-B-1 Certificates, an amount allocable to principal equal to its Pro
      Rata Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero;

     

    (3) to
      the
      Class J-B-2 Certificates, an amount allocable to interest equal to the
      Interest Distribution Amount for such Class for such Distribution
      Date;

     


    
      
        
        

      

      
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    (4) to
      the
      Class J-B-2 Certificates, an amount allocable to principal equal to its Pro
      Rata Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero;

     

    (5) to
      the
      Class J-B-3 Certificates, an amount allocable to interest equal to the
      Interest Distribution Amount for such Class for such Distribution
      Date;

     

    (6) to
      the
      Class J-B-3 Certificates, an amount allocable to principal equal to its Pro
      Rata Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero;

     

    (7) to
      the
      Class J-B-4 Certificates, an amount allocable to interest equal to the
      Interest Distribution Amount for such Class for such Distribution
      Date;

     

    (8) to
      the
      Class J-B-4 Certificates, an amount allocable to principal equal to its Pro
      Rata Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero;

     

    (9) to
      the
      Class J-B-5 Certificates, an amount allocable to interest equal to the
      Interest Distribution Amount for such Class for such Distribution
      Date;

     

    (10) to
      the
      Class J-B-5 Certificates, an amount allocable to principal equal to its Pro
      Rata
      Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero;

     

    (11) to
      the
      Class J-B-6 Certificates, an amount allocable to interest equal to the
      Interest Distribution Amount for such Class for such Distribution
      Date;

     

    (12) to
      the
      Class J-B-6 Certificates, an amount allocable to principal equal to its Pro
      Rata Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero; and

     

    (B) to
      each
      Class of Class X-B Certificates, subject to paragraph (d) below, in the
      following order of priority:

     

    (1) to
      the
      Class X-B-1 Certificates, an amount allocable to interest equal to the Interest
      Distribution Amount for such Class for such Distribution Date;

     

    (2) to
      the
      Class X-B-1 Certificates, an amount allocable to principal equal to its Pro
      Rata Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero;

     


    
      
        
        

      

      
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    (3) to
      the
      Class X-B-2 Certificates, an amount allocable to interest equal to the
      Interest Distribution Amount for such Class for such Distribution
      Date;

     

    (4) to
      the
      Class X-B-2 Certificates, an amount allocable to principal equal to its Pro
      Rata Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero;

     

    (5) to
      the
      Class X-B-3 Certificates, an amount allocable to interest equal to the
      Interest Distribution Amount for such Class for such Distribution
      Date;

     

    (6) to
      the
      Class X-B-3 Certificates, an amount allocable to principal equal to its Pro
      Rata Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero;

     

    (7) to
      the
      Class X-B-4 Certificates, an amount allocable to interest equal to the
      Interest Distribution Amount for such Class for such Distribution
      Date;

     

    (8) to
      the
      Class X-B-4 Certificates, an amount allocable to principal equal to its Pro
      Rata Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero;

     

    (9) to
      the
      Class X-B-5 Certificates, an amount allocable to interest equal to the
      Interest Distribution Amount for such Class for such Distribution
      Date;

     

    (10) to
      the
      Class X-B-5 Certificates, an amount allocable to principal equal to its Pro
      Rata Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero;

     

    (11) to
      the
      Class X-B-6 Certificates, an amount allocable to interest equal to the
      Interest Distribution Amount for such Class for such Distribution
      Date;

     

    (12) to
      the
      Class X-B-6 Certificates, an amount allocable to principal equal to its Pro
      Rata Share for such Distribution Date until the Class Certificate Balance
      thereof has been reduced to zero; and

     

    (iv) to
      the
      Holder of the Class 2-A-R Certificate (in respect of the Class UR
      Interest, the Class MR Interest or the Class LR Interest, as
      applicable), any amounts remaining in the Upper-Tier Certificate Sub-Account,
      the Middle-Tier Certificate Sub-Account and the Lower-Tier Certificate
      Sub-Account and any remaining Pool Distribution Amounts.

     


    
      
        
        

      

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

     

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

     

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

     

    Distributions
      on the Uncertificated
      Lower-Tier Interests.  On each Distribution Date,
      Uncertificated Accrued Interest shall be deemed distributed in respect of the
      Uncertificated Lower-Tier Interests at the Uncertificated Lower-Tier REMIC
      Pass-Through Rate thereon, plus any amounts in respect thereof remaining unpaid
      from previous Distribution Dates.  For purposes of calculating
      Uncertificated Accrued Interest in respect of each Uncertificated Lower-Tier
      Interest and any Distribution Date, Non-Supported Interest Shortfalls and Relief
      Act Reductions with respect to the Mortgage Loans shall be allocated to the
      related Uncertificated Lower-Tier Interest in the same relative proportions
      as
      interest is allocated to such Uncertificated Lower-Tier Interest.  Any
      Non-Supported Interest Shortfalls and Relief Act Reductions allocated to the
      Uncertificated Lower-Tier Interests pursuant to this paragraph shall be (a)
      from
      Non-Supported Interest Shortfalls and Relief Act Reductions allocated to Loan
      Group J in the case of Uncertificated Lower-Tier Interests beginning with the
      numeral “1” and “2” and (b) from Non-Supported Interest Shortfalls and Relief
      Act Reductions allocated to Loan Group X in the case of Uncertificated
      Lower-Tier Interests beginning with the numeral “3” and “4.”

     

    All
      distributions of principal shall be made first, to the Class 1-LS Interest,
      the
      Class 2-LS Interest, the Class 3-LS Interest and the Class 4-LS Interest, so
      as
      to keep the Uncertificated Balances thereof (computed to eight decimal places)
      equal to 0.100% of the Group Subordinate Amount for Loan Group 1, Loan Group
      2,
      Loan Group 3 and Loan Group 4, respectively (except that if any such amount
      is
      greater than on the preceding Distribution Date, the least amount of principal
      shall be distributed to the Class 1-LS Interest, the Class 2-LS Interest, the
      Class 3-LS Interest and the Class 4-LS Interest, such that the Subordinate
      Balance Ratio is maintained), and second, any remaining principal to the Class
      1-L Interest, Class 2-L Interest, Class 3-L Interest and Class 4-L
      Interest.  Any distributions of principal made to the Uncertificated
      Lower-Tier Interests pursuant to this paragraph shall be made from the Group
      1
      Mortgage Loans to the Uncertificated Lower-Tier Interests beginning with the
      numeral “1,” from the Group 2 Mortgage Loans to the Uncertificated Lower-Tier
      Interests beginning with the numeral “2,” from the Group 3 Mortgage Loans to the
      Uncertificated Lower-Tier Interests beginning with the numeral “3” and from the
      Group 4 Mortgage Loans to the Uncertificated Lower-Tier Interests beginning
      with
      the numeral “4.”

     


    
      
        
        

      

      
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    Realized
      Losses shall be applied after all distributions have been made on each
      Distribution Date first, to the Class 1-LS Interest, the Class 2-LS Interest,
      the Class 3-LS Interest and the Class 4-LS Interest so as to keep the
      Uncertificated Balances thereof (computed to eight decimal places) equal to
      0.100% of the Group Subordinate Amount for Loan Group 1, Loan Group 2, Loan
      Group 3 and Loan Group 4, respectively (except that if any such amount is
      greater than on the preceding Distribution Date, the least amount of Realized
      Losses shall be allocated to the Class 1-LS Interest, the Class 2-LS Interest,
      the Class 3-LS Interest and the Class 4-LS Interest such that the Subordinate
      Balance Ratio is maintained); and second, the remaining Realized Losses shall
      be
      allocated to the Class 1-L Interest, Class 2-L Interest, Class 3-L Interest
      and
      Class 4-L Interest.  Any Realized Losses allocated to the
      Uncertificated Lower-Tier Interests pursuant to this paragraph shall be from
      Realized Losses allocated to Loan Group 1 in the case of Uncertificated
      Lower-Tier Interests beginning with the numeral “1,” from Realized Losses
      allocated to Loan Group 2 in the case of Uncertificated Lower-Tier Interests
      beginning with the numeral “2,” from Realized Losses allocated to Loan Group 3
      in the case of Uncertificated Lower-Tier Interests beginning with the numeral
      “3,” and from Realized Losses allocated to the Loan Group 4 Mortgage Loans to
      the Uncertificated Lower-Tier Interests beginning with the numeral
“4.”

     

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

     

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

     

    Amounts
      distributed to the Uncertificated Lower-Tier Interests in respect of principal
      and interest with respect to any Distribution Date are referred to herein
      collectively as the “Lower-Tier
      Distribution Amount.”

     

    Distributions
      on the Uncertificated
      Middle-Tier Interests.  On each Distribution Date, each
      Uncertificated Middle-Tier Interest shall receive distributions in respect
      of
      principal in an amount equal to the amount of principal distributed to its
      respective Corresponding Class or Classes of Certificates as provided herein
      and
      shall have its principal balance increased in the event of Recoveries, in an
      amount equal to any such increase in the Class Certificate Balance of the
      respective Corresponding Class or Classes of Certificates.  On each
      Distribution Date, each Uncertificated Middle-Tier Interest shall receive
      distributions in respect of interest based on its Uncertificated Middle-Tier
      REMIC Pass-Through Rate based on its Uncertificated Balance or Notional Amount
      in an amount equal to the Uncertificated Accrued Interest of such class, and
      any
      amounts undistributed from prior Distribution Dates, which amount shall equal
      the Interest Distribution Amount in respect of its Corresponding Class or
      Classes of Certificates in each case to the extent actually distributed
      thereon.  Such amounts distributed to the Uncertificated
      Middle-

     


    
      
        
        

      

      
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    Tier
      Interests in respect of principal and interest with respect to any Distribution
      Date are referred to herein collectively as the “Middle-Tier
      Distribution Amount.”

     

    As
      of any
      date, the Uncertificated Balance or Notional Amount of each Uncertificated
      Middle-Tier Interest equals the aggregate of the Class Certificate Balances
      or
      Notional Amounts of the respective Corresponding Class or Classes of
      Certificates or in the case of the Class MRI-3A1 Interest, the aggregate Class
      Certificate Balance of the Class 3-A-1, Class 3-A-2 and Class 3-A-3
      Certificates.  The initial Uncertificated Balance of each
      Uncertificated Middle-Tier Interest equals the aggregate of the Initial Class
      Certificate Balances or Initial Notional Amounts of the respective Corresponding
      Class or Class of Certificates or in the case of the Class MRI-3A1 Interest,
      the
      aggregate Initial Class Certificate Balance of the Class 3-A-1, Class 3-A-2
      and
      Class 3-A-3 Certificates.

     

    Distributions
      on the Upper-Tier
      Interests.  Each Upper-Tier Regular Interest will be entitled
      to receive interest and principal payments at the times and in the amounts
      equal
      to those made on the Certificate to which it corresponds.

     

    (b) (i)  With
      respect to Group 1:

     

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

     

    (ii) With
      respect to Group 2:

     

    On
      each
      Distribution Date prior to the Senior Credit Support Depletion Date for Group
      J,
      the amount distributable to Group 2 pursuant to Section 5.02(a)(ii)
      for such Distribution Date, will be distributed, sequentially, as
      follows:

     

    first,
      to the Class 2-A-R
      Certificate, until its Class Certificate Balance has been reduced to zero;
      and

     

    second,
      concurrently, to the
      Class 2-A-1 and Class 2-A-2 Certificates, pro rata, until their Class
      Certificate Balances have been reduced to zero.

     

    (iii) With
      respect to Group 3:

     

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

     

    (iv) With
      respect to Group 4:

     

    On
      each
      Distribution Date prior to the Senior Credit Support Depletion Date for Group
      X,
      the amount distributable to Group 4 pursuant to Section 5.02(a)(ii) for
      such

     


    
      
        
        

      

      
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    Distribution
      Date, will be distributed, concurrently, to the Class 4-A-1, Class 4-A-2 and
      Class 4-A-3 Certificates, pro
      rata, until their Class Certificate Balances have been reduced to
      zero.

     

    (v) On
      each
      Distribution Date on or after the applicable Senior Credit Support Depletion
      Date, notwithstanding the allocation and priority set forth above, the portion
      of the Pool Distribution Amount with respect to a Loan Group available to be
      distributed as principal of the Senior Certificates of the Related Group shall
      be distributed concurrently, as principal, on such Classes, pro rata, on the basis of
      their respective Class Certificate Balances, until the
      Class Certificate Balances thereof are reduced to zero.

     

    The
      Class
      3-A-4 Certificates are Interest Only Certificates and are not entitled to
      distributions in respect of principal.

     

    (vi) Notwithstanding
      the foregoing, on each Distribution Date prior to the Senior Credit Support
      Depletion Date for Group J or Group X, as the case may be, but on or after
      the
      date on which the aggregate Class Certificate Balance of the Senior
      Certificates of a Group in Group J or Group X, as applicable, has been reduced
      to zero, amounts otherwise distributable from the Unscheduled Principal Amounts
      with respect to the Related Loan Group on the related Subordinated Certificates
      will be paid as principal to the remaining Classes of Senior Certificates of
      the
      other Groups in Group J or Group X, as the case may be, together with the
      applicable Senior Principal Distribution Amount in accordance with the
      priorities set forth for the applicable Group in clause (b)(i), (ii), (iii)
      and
      (iv) above, provided that on such Distribution Date (a) the Total
      Subordinate Percentage with respect to Loan Group J or Loan Group X for such
      Distribution Date is less than twice the initial Total Subordinate Percentage
      for Loan Group J or Loan Group X, as the case may be, (b) the outstanding
      principal balance of all Group J Mortgage Loans or Group X Mortgage Loans,
      as
      applicable (including, for this purpose, any such Mortgage Loan in foreclosure
      or any related REO Property, any such Mortgage Loan for which the mortgagor
      has
      filed for bankruptcy and any such Mortgage Loan that was the subject of a
      Servicer Modification within twelve months prior to such Distribution Date)
      delinquent sixty (60) days or more (averaged over the preceding six month
      period), as a percentage of the aggregate Class Certificate Balance of the
      related Subordinated Certificates, is greater than or equal to
      50%.  If the Senior Certificates of two or more Groups in Group J or
      Group X, as applicable, remain outstanding, the distributions described above
      will be made to the Senior Certificates of such Groups, pro rata, in proportion to
      the aggregate Class Certificate Balance of the Senior Certificates of each
      such Group.  In addition, after giving effect to the second preceding
      sentence, if on any Distribution Date the aggregate Class Certificate
      Balance of the Senior Certificates of a Group is greater than the Adjusted
      Pool
      Amount of the Related Loan Group (any such Group, the “Undercollateralized
      Group” and any such excess, the “Undercollateralized
      Amount”), all amounts otherwise distributable as principal on the
      Subordinated Certificates pursuant to Sections
      5.02(a)(iii)(A)(12), (10),
(8),
(6),
(4) and
(2)
      (with respect to
      the Class J-B Certificates) or Sections
      5.02(a)(iii)(B)(12), (10),
(8),
(6),
(4) and
(2)
      (with respect to
      the Class X-B Certificates), in that order, will be paid as principal to the
      Senior Certificates of the Undercollateralized Group together with the
      applicable

     


    
      
        
        

      

      
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    Senior
      Principal Distribution Amount in accordance with the priorities set forth for
      the applicable Group above under (i), (ii), (iii), (iv), (v), (vi), (vii),
      (viii), (ix), (x), (xi) or (xii) until the aggregate Class Certificate
      Balance of the Senior Certificates of the Undercollateralized Group equals
      the
      Adjusted Pool Amount of the Related Loan Group.  Also, the amount of
      any Class Unpaid Interest Shortfalls with respect to the
      Undercollateralized Group (including any Class Unpaid Interest Shortfalls
      for such Distribution Date) will be paid to the Undercollateralized Group prior
      to the payment of any Undercollateralized Amount from amounts otherwise
      distributable as principal on the related Subordinated Certificates pursuant
      to
Sections
      5.02(a)(iii)(A)(12), (10),
(8),
(6),
(4) and
(2)
      (with respect to
      the Class J-B Certificates) or Sections
      5.02(a)(iii)(B)(12), (10),
(8),
(6),
(4) and
(2)
      (with respect to
      the Class X-B Certificates), in that order; such amount will be paid to the
      Senior Certificates of such Undercollateralized Group up to their Interest
      Distribution Amounts for such Distribution Date.  If two or more
      Groups in Group J or Group X are Undercollateralized Groups, the distributions
      described above will be made, pro rata, in proportion to
      their Undercollateralized Amounts.

     

    (c) On
      each
      Distribution Date, Accrued Certificate Interest for each Class of
      Certificates for such Distribution Date shall be reduced by such Class’ pro rata share, based on
      such
      Class’ Interest Distribution Amount for such Distribution Date, without taking
      into account the allocation made by this Section 5.02(c),
      of the sum of (A) Non-Supported Interest Shortfalls on the Mortgage Loans
      in Loan Group J or Loan Group X, as the case may be, (B) on and after the
      related Senior Credit Support Depletion Date, any other Realized Losses on
      the
      Mortgage Loans in the Related Loan Group or Related Loan Groups allocable to
      interest and (C) Relief Act Reductions incurred on the Mortgage Loans in
      Loan Group J or Loan Group X, as the case may be.

     

    (d) Notwithstanding
      the priority and allocation contained in Section 5.02(a)(iii),
      if with respect to any Class of Subordinated Certificates on any
      Distribution Date, (i) the aggregate of the Class Certificate Balances
      immediately prior to such Distribution Date of all Classes of Class J-B
      Certificates or Class X-B Certificates, as the case may be, which have a lower
      payment priority than such Class, divided by (ii) the aggregate Pool
      Principal Balance for Loan Group J or Loan Group X, as applicable, immediately
      prior to such Distribution Date (for each Class, the “Fractional
      Interest”) is less than the Original Fractional Interest for such Class,
      no distribution of principal in respect of clause (ii) of the Subordinate
      Principal Distribution Amounts will be made to any Classes of related
      Subordinated Certificates which have a lower payment priority than such
      Class (the “Restricted
      Classes”) and the Class Certificate Balances of the Restricted
      Classes of related Subordinated Certificates will not be used in determining
      the
      Pro Rata Share for the Subordinated Certificates that are not Restricted
      Classes.  If the aggregate Class Certificate Balances of the
      related Subordinated Certificates that are not Restricted Classes are reduced
      to
      zero, notwithstanding the previous sentence, any funds remaining will be
      distributed sequentially to the related Subordinated Certificates that are
      Restricted Classes of such Related Group in order of their respective numerical
      Class designations (beginning with the Class of related Subordinated
      Certificates that is a Restricted Class then outstanding with the highest
      payment priority).

     

    Section
      5.03 
      [Reserved].

     


    
      
        
        

      

      
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    Section
      5.04 Allocation
      of
      Losses.

     

    (a) No
      later
      than five (5) Business Days prior to the related Distribution Date, the
      Master Servicer shall inform the Securities Administrator in writing with
      respect to each Mortgage Loan: (1) whether any Realized Loss is a Deficient
      Valuation, a Debt Service Reduction or the result of a Servicer Modification,
      (2) of the amount of such loss or Deficient Valuation, the terms of such
      Debt Service Reduction or the reduction in the unpaid principal balance of
      a
      Mortgage Loan due to a Servicer Modification and (3) with respect to each
      Loan Group, the sum, with respect to each Mortgage Loan in each Group, of the
      amount of Realized Losses on such Mortgage Loan.  Based on such
      information, the Securities Administrator shall determine the total amount
      of
      Realized Losses on the Mortgage Loans in each Loan Group with respect to the
      related Distribution Date.  Realized Losses shall be allocated
      to
      the Certificates by a reduction in the Class Certificate Balances of the
      designated Classes of Certificates, pursuant to the operation of Section
      5.04(b).

     

    (b) The
      Class Certificate Balance of the Class of Class J-B Certificates or
      Class X-B Certificates, as the case may be, then outstanding with the highest
      numerical Class designation shall be reduced or increased on each
      Distribution Date by the amount, if any, necessary such that the aggregate
      of
      the Class Certificate Balances of all outstanding Classes of related Senior
      Certificates and related Subordinated Certificates (after giving effect to
      the
      amount to be distributed as a distribution of principal on such Distribution
      Date) equals the sum of the Adjusted Pool Amounts for all Loan Groups in Loan
      Group J or Loan Group X, as applicable, for such Distribution Date.

     

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

     

    Any
      such
      reduction or increase shall be allocated among the Senior Certificates of such
      Group based on the Class Certificate Balances immediately prior to such
      Distribution Date until the Class Certificate Balances thereof have been
      reduced to zero.  Realized Losses allocated to the Class 3-A-1, Class
      3-A-2 and Class 3-A-3 Certificates will reduce the Class 3-A-4 Notional
      Amount.

     

    (c) Any
      reduction or increase in the Class Certificate Balance of a Class of
      Certificates pursuant to Section 5.04(b) above
      shall be allocated among the Certificates of such Class in proportion to
      their respective Percentage Interests.

     

    (d) The
      calculation of the amount to be distributed as principal to any Class of
      Subordinated Certificates with respect to a Distribution Date (the “Calculated
      Principal Distribution”) shall be made prior to the allocation of any
      Realized Losses for such Distribution Date; provided, however,
      the actual payment
      of principal to the Classes of Subordinated Certificates shall be made
      subsequent to the allocation of Realized Losses for such
      Distribution

     


    
      
        
        

      

      
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    Date.  In
      the event that after the allocation of Realized Losses for a Distribution Date,
      the Calculated Principal Distribution for a Class of Subordinated
      Certificates is greater than the Class Certificate Balance of such Class,
      the excess shall be distributed (i) first, sequentially, to the Classes of
      related Subordinated Certificates then outstanding (beginning with the
      Class of related Subordinated Certificates then outstanding with the lowest
      numerical designation) until the respective Class Certificate Balance of
      each such Class is reduced to zero and (ii) then to the Senior
      Certificates of the Related Group, pro rata, in accordance with
      the priorities set forth in Section 5.02.

     

    (e) After
      the
      Senior Credit Support Depletion Date for Group J or Group X, as the case may
      be:

     

    (i) On
      any
      Distribution Date on which the Class 1-A-2 Loss Allocation Amount is
      greater than zero, the Class Certificate Balance of the Class 1-A-2
      Certificates will be reduced by the Class 1-A-2 Loss Allocation Amount and,
      notwithstanding Section 5.04(b), the
      Class Certificate Balance of the Class 1-A-1 Certificates will not be
      reduced by the Class 1-A-2 Loss Allocation Amount.  Any increase
      in the Class Certificate Balance allocated to the Class 1-A-1
      Certificates pursuant to Section
      5.04(b) will instead increase the Class Certificate Balance of
      the Class 1-A-2 Certificates.

     

    (ii) On
      any
      Distribution Date on which the Class 2-A-2 Loss Allocation Amount is
      greater than zero, the Class Certificate Balance of the Class 2-A-2
      Certificates will be reduced by the Class 2-A-2 Loss Allocation Amount and,
      notwithstanding Section 5.04(b), the
      Class Certificate Balance of the Class 2-A-1 Certificates will not be
      reduced by the Class 2-A-2 Loss Allocation Amount.  Any increase
      in the Class Certificate Balance allocated to the Class 2-A-1
      Certificates pursuant to Section
      5.04(b) will instead increase the Class Certificate Balance of
      the Class 2-A-2 Certificates.

     

    (iii) On
      any
      Distribution Date on which the Class 3-A-2 Loss Allocation Amount is
      greater than zero, the Class Certificate Balance of the Class 3-A-2
      Certificates will be reduced by the Class 3-A-2 Loss Allocation Amount and,
      notwithstanding Section 5.04(b), the
      Class Certificate Balance of the Class 3-A-1 Certificates will not be
      reduced by the Class 3-A-2 Loss Allocation
      Amount.  Notwithstanding the foregoing, on any Distribution Date in
      which the Class 3-A-1 Loss Amount exceeds the Class Certificate Balance of
      the
      Class 3-A-2 Certificates prior to any reduction for the Class 3-A-2 Loss
      Allocation Amount, such excess will be distributed in reduction of the Class
      Certificate Balance of the Class 3-A-1 Certificates.  On or after any
      Distribution Date on which the Class 3-A-2 Loss Allocation Amount is greater
      than zero, any increase in the Class Certificate Balance allocated to the Class
      3-A-1 Certificates pursuant to Section 5.04(b) will
      instead increase the Class Certificate Balance of the Class 3-A-2
      Certificates.

     

    (iv) On
      any
      Distribution Date on which the Class 3-A-3 Loss Allocation Amount is greater
      than zero, the Class Certificate Balance of the Class 3-A-3 Certificates will
      be
      reduced by the Class 3-A-3 Loss Allocation Amount and, notwithstanding Section
      5.04(b)(i), the Class Certificate Balances of the Class 3-A-1 and Class 3-A-2
      Certificates will not be reduced by the Class 3-A-3 Loss Allocation
      Amount.  Notwithstanding the foregoing, on any Distribution Date in
      which the sum of the Class 3-A-1 Loss Amount

     


    
      
        
        

      

      
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    and
      the
      Class 3-A-2 Loss Amount exceeds the Class Certificate Balance of the Class
      3-A-3
      Certificates prior to any reduction for the Class 3-A-3 Loss Allocation Amount,
      such excess will be distributed in reduction of the Class Certificate Balance
      of
      the Class 3-A-2 Certificates.  Any increase in the Class Certificate
      Balance allocated to the Class 3-A-1 or Class 3-A-2 Certificates pursuant to
      Section 5.04(b)
      will instead increase the Class Certificate Balance of the Class 3-A-3
      Certificates.

     

    (v) On
      any
      Distribution Date on which the Class 4-A-2 Loss Allocation Amount is
      greater than zero, the Class Certificate Balance of the Class 4-A-2
      Certificates will be reduced by the Class 4-A-2 Loss Allocation Amount and,
      notwithstanding Section 5.04(b), the
      Class Certificate Balance of the Class 4-A-1 Certificates will not be
      reduced by the Class 4-A-2 Loss Allocation
      Amount.  Notwithstanding the foregoing, on any Distribution Date in
      which the Class 4-A-1 Loss Amount exceeds the Class Certificate Balance of
      the
      Class 4-A-2 Certificates prior to any reduction for the Class 4-A-2 Loss
      Allocation Amount, such excess will be distributed in reduction of the Class
      Certificate Balance of the Class 4-A-1 Certificates.  On or after any
      Distribution Date on which the Class 4-A-2 Loss Allocation Amount is greater
      than zero, any increase in the Class Certificate Balance allocated to the Class
      4-A-1 Certificates pursuant to Section 5.04(b) will
      instead increase the Class Certificate Balance of the Class 4-A-2
      Certificates.

     

    (vi) On
      any
      Distribution Date on which the Class 4-A-3 Loss Allocation Amount is greater
      than zero, the Class Certificate Balance of the Class 4-A-3 Certificates will
      be
      reduced by the Class 4-A-3 Loss Allocation Amount and, notwithstanding Section
      5.04(b)(i), the Class Certificate Balances of the Class 4-A-1 and Class 4-A-2
      Certificates will not be reduced by the Class 4-A-3 Loss Allocation
      Amount.  Notwithstanding the foregoing, on any Distribution Date in
      which the sum of the Class 4-A-1 Loss Amount and the Class 4-A-2 Loss Amount
      exceeds the Class Certificate Balance of the Class 4-A-3 Certificates prior
      to
      any reduction for the Class 4-A-3 Loss Allocation Amount, such excess will
      be
      distributed in reduction of the Class Certificate Balance of the Class 4-A-2
      Certificates.  Any increase in the Class Certificate Balance allocated
      to the Class 4-A-1 or Class 4-A-2 Certificates pursuant to Section 5.04(b) will
      instead increase the Class Certificate Balance of the Class 4-A-3
      Certificates.

     

    (f) With
      respect to any Distribution Date, Realized Losses allocated pursuant to Section 5.04(b)
      will be allocated to each Uncertificated Lower-Tier Interest as described in
      Section 5.02 and
      to each Uncertificated Middle-Tier Interest in an amount equal to the Realized
      Losses allocated to such Uncertificated Middle-Tier Interest’s Corresponding
      Upper-Tier Class or Classes of Certificates.

     

    Section
      5.05 Statements
      to
      Certificateholders .

     

    (a) Prior
      to
      the Distribution Date in each month, based upon the information provided to
      the
      Securities Administrator on the Master Servicer’s Certificate delivered to the
      Securities Administrator pursuant to Section 4.01 and
      with respect to subsections (xxii) and (xxiii)
      below, after
      consultation with the Depositor, the Securities Administrator shall determine
      the following information with respect to the Certificates and such Distribution
      Date:

     


    
      
        
        

      

      
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    (i) 
      the
      actual Distribution Date, the related Record Date and the Interest Accrual
      Period for each Class of Certificates for such Distribution Date;

     

    (ii) for
      each
      Loan Group, the related Pool Distribution Amount;

     

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

     

    (iv) for
      each
      Loan Group, the amount of the Pool Distribution Amount allocable to interest,
      any Class Unpaid Interest Shortfall included in such distribution and any
      remaining Class Unpaid Interest Shortfall after giving effect to such
      distribution;

     

    (v) the
      Class
      Certificate Balance of each Class of Certificates prior to and after giving
      effect to the distribution of principal on such Distribution Date;

     

    (vi) for
      each
      Loan Group, the Pool Principal Balance for the preceding Distribution Date
      and
      the related Distribution Date;

     

    (vii) for
      each
      Loan Group, the Senior Percentage, the Senior Prepayment Percentage, the
      Subordinate Percentage and the Subordinate Prepayment Percentage for such
      Distribution Date;

     

    (viii) the
      Total
      Senior Percentage and the Total Subordinate Percentage for each of Loan Group
      J
      and Loan Group X for such Distribution Date;

     

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

     

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

     

    (xi) the
      amount of Periodic Advances included in the distribution on such Distribution
      Date and the aggregate amount of Periodic Advances outstanding as of the close
      of business on the Determination Date immediately preceding such Distribution
      Date;

     

    (xii) the
      number and aggregate principal amounts of the Mortgage Loans (A) delinquent
      (exclusive of Mortgage Loans in foreclosure or bankruptcy) 31 to 60 days, 61
      to
      90 days and 91 or more days, (B) in foreclosure, as of the close of business
      on
      the last day of the calendar month preceding such Distribution Date and (C)
      in
      bankruptcy, as of the close of business on the last day of the calendar month
      preceding such Distribution Date;

     

    (xiii) with
      respect to any Mortgage Loans that became REO Properties during the preceding
      calendar month, the aggregate number of such Mortgage Loans and the aggregate
      Stated Principal Balance of such Mortgage Loans as of the close of business
      on

     


    
      
        
        

      

      
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    the
      Determination Date preceding such Distribution Date and the date of acquisition
      of the REO Properties;

     

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

     

    (xv) the
      Class
      3-A-4 Notional Amount for such Distribution Date;

     

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

     

    (xvii) for
      each
      Loan Group, the Reimbursement Amount;

     

    (xviii) for
      each
      Loan Group, the amount of Recoveries;

     

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

     

    (xx) any
      material modifications, extensions or waivers to Mortgage Loan terms, fees,
      penalties or payments since the previous Distribution Date;

     

    (xxi) for
      the
      Mortgage Loans in each Loan Group, the number and aggregate Stated Principal
      Balance, the weighted average Mortgage Interest Rate, the weighted average
      remaining term, each as of the close of business on the last day of the calendar
      month preceding such Distribution Date;

     

    (xxii) unless
      such information is otherwise set forth in the Form 10-D relating to such
      Distribution Date and provided that the Securities Administrator is reasonably
      able to include such information in the statement, material breaches of Mortgage
      Loan representations and warranties of which the Securities Administrator has
      knowledge or has received written notice;

     

    (xxiii) unless
      such information is otherwise set forth in the Form 10-D relating to such
      Distribution Date and provided that the Securities Administrator is reasonably
      able to include such information in the statement, material breaches of any
      covenants under this Agreement of which the Securities Administrator has
      knowledge or has received written notice;

     

    (xxiv) for
      each
      Loan Group, the number and percentage (by aggregate Stated Principal Balance)
      of
      Mortgage Loans that were the subject of aServicer Modification since the
      previous Distribution Date;

     

    (xxv) for
      each
      Loan Group, the number and percentage (by aggregate Cut-off Date Principal
      Balance) of Mortgage Loans that were the subject of a Servicer Modification
      since the Closing Date;

     


    
      
        
        

      

      
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    (xxvi) for
      each
      Loan Group, the aggregate amount of principal forgiveness as a result of a
      Servicer Modification since the previous Distribution Date;

     

    (xxvii) for
      each
      Loan Group, the aggregate amount of principal forgiven in connection with any
      Servicer Modifications since the Closing Date;

     

    (xxviii) for
      each
      Loan Group, the percentage (by aggregate Stated Principal Balance) of Mortgage
      Loans that were the subject of a Servicer Modification within twelve months
      prior to the previous Distribution Date and are delinquent 60 days or more
      (averaged over the preceding six-month period);

     

    (xxix) for
      each
      Loan Group, a statement as to the delinquency status of Mortgage Loans that
      were
      the subject of a Servicer Modification since the Closing Date;

     

    (xxx) for
      each
      Loan Group, the date of the most recent Servicer Modification; and

     

    (xxxi) for
      each
      Loan Group, with respect to Mortgage Loans that were the subject of a Servicer
      Modification, the Mortgage Interest Rate prior to such Servicer Modification
      and
      the Mortgage Interest Rate subsequent to such Servicer
      Modification.

     

    For
      all
      purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
      shall be determined and reported based on the so-called “MBA” methodology for
      determining delinquencies on mortgage loans similar to the Mortgage
      Loans.  By way of example, a Mortgage Loan would be delinquent with
      respect to a Monthly Payment due on a Due Date if such Monthly Payment is not
      made by the close of business on the Mortgage Loan’s next succeeding Due Date,
      and a Mortgage Loan would be more than 30-days delinquent with respect to such
      Monthly Payment if such Monthly Payment were not made by the close of business
      on the Mortgage Loan’s second succeeding Due Date.

     

    (b) 
      No later
      than each Distribution Date, the Securities Administrator, based upon
      information supplied to it on the Master Servicer’s Certificate, shall make
      available to each Holder of a Certificate, each Rating Agency and the Master
      Servicer, a single statement setting forth the information set forth in Sections 5.05(a)
      (a “Monthly
      Statement”).

     

    In
      the
      case of information furnished pursuant to clauses (iii) and (iv) of Section 5.05(a), the
      amounts shall be expressed as a dollar amount per Certificate with a $1,000
      denomination.

     

    On
      each
      Distribution Date, the Securities Administrator shall prepare and make available
      to each Financial Market Service, in electronic or such other format and media
      mutually agreed upon by the Securities Administrator, the Financial Market
      Service and the Depositor, the Distribution Date Statement.

     

    The
      Securities Administrator will make the Monthly Statement to Certificateholders
      (and, at its option, any additional files containing the same or additional
      information in an alternative format) available each month to Certificateholders
      and other parties to this Agreement via the Securities Administrator’s Internet
      website.  The Securities Administrator’s Internet website

     


    
      
        
        

      

      
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    shall
      initially be located at “[website
      address].”  Assistance in using the website can be obtained by
      calling the Securities Administrator’s customer service desk at [phone
      number].  Parties that are unable to use the website are entitled to
      have a paper copy mailed to them via first class mail by calling the
      customer service desk and indicating such.  The Securities
      Administrator shall have the right to change the way the Monthly Statements
      to
      Certificateholders are distributed in order to make such distribution more
      convenient and/or more accessible to the above parties and the Securities
      Administrator shall provide timely and adequate notification to all above
      parties regarding any such changes.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish to each Person who at any time during the calendar
      year was the Holder of a Certificate, if requested in writing by such Person,
      a
      statement containing the information set forth in clauses (iii) and
      (iv) of Section 5.05(a),
      in each case aggregated for such calendar year or applicable portion thereof
      during which such Person was a Certificateholder.  Such obligation of
      the Securities Administrator shall be deemed to have been satisfied to the
      extent that substantially comparable information shall be provided by the
      Securities Administrator pursuant to any requirements of the Code as from time
      to time in force.

     

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

     


    
      
        
        

      

      
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    Section
      5.06 REMIC
      Tax Returns and
      Reports to Certificateholders.

     

    (a) For
      federal income tax purposes, each REMIC created hereunder shall have a taxable
      year ending on December 31st and shall maintain its books on the accrual
      method of accounting.

     

    (b) 
      The
      Securities Administrator shall prepare or cause to be prepared, shall execute
      or
      cause to be executed by such Person as is required by the Code, Treasury
      Regulations or state or local tax laws, regulations or rules and shall file
      or
      cause to be filed with the Internal Revenue Service and applicable state or
      local tax authorities income tax and information returns and other tax
      compliance duties for each taxable year with respect to each REMIC created
      hereunder containing such information at the times and in the manner as may
      be
      required by the Code, the Treasury Regulations or state or local tax laws,
      regulations, or rules, and shall furnish or cause to be furnished to each REMIC
      created hereunder and the Certificateholders the schedules, statements or
      information at such times and in such manner as may be required
      thereby.  The Master Servicer shall provide on a timely basis to the
      Securities Administrator or its designee such information with respect to the
      assets of the Trust Estate as is in its possession and reasonably required
      by
      the Securities Administrator to enable it to perform its obligations under
      this
      Article V.  Within 30 days of the Closing Date, the Securities
      Administrator shall obtain for each REMIC created hereunder a taxpayer
      identification number on Form SS-4 and any similarly required state or
      local forms or as otherwise permitted by the Internal Revenue Service, and
      shall
      furnish or cause to be furnished to the Internal Revenue Service, on
      Form 8811 and any similarly required state or local forms or as otherwise
      required by the Code or the Treasury Regulations, the name, title, address
      and
      telephone number of the person that Holders of the Certificates may contact
      for
      tax information relating thereto, together with such additional information
      at
      the time or times and in the manner required by the Code or the Treasury
      Regulations.  Such federal, state, or local income tax and information
      returns shall be signed by the Trustee, or such other Person as may be required
      to sign such returns by the Code, the Treasury Regulations or state or local
      tax
      laws, regulations, or rules.

     

    (c) In
      the
      first federal income tax return (and any similar required state or local income
      tax returns) of each REMIC created hereunder for its short taxable year ending
      December 31, 20  , REMIC status shall be elected for such taxable
      year and all succeeding taxable years.

     

    (d) The
      Securities Administrator will maintain or cause to be maintained such records
      relating to each REMIC created hereunder, including but not limited to records
      relating to the income, expenses, assets and liabilities of the Trust Estate,
      and the initial fair market value and adjusted basis of the Trust Estate
      property and assets determined at such intervals as may be required by the
      Code
      or the Treasury Regulations, as may be necessary to prepare the foregoing
      returns, schedules, statements or information.

     

    (e) Notwithstanding
      any other provision of this Agreement, the Master Servicer and the Securities
      Administrator, as applicable, shall comply with all federal withholding
      requirements with respect to payments to Certificateholders of interest or
      original issue discount that the Master Servicer or the Securities Administrator
      reasonably believes are applicable under the Code.  The consent of
      Certificateholders shall not be required for any such
      withholding.  In

     


    
      
        
        

      

      
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    the
      event
      the Securities Administrator withholds any amount from interest or original
      issue discount payments or advances thereof to any Certificateholder pursuant
      to
      federal withholding requirements, the Securities Administrator shall indicate
      the amount withheld to such Certificateholder.

     

    Section
      5.07 Tax
      Matters
      Person.

     

    The
      Tax
      Matters Person shall have the same duties with respect to the applicable REMIC
      as those of a “tax matters partner” under Subchapter C of Chapter 63 of
      Subtitle F of the Code.  The Holder of the Class 2-A-R
      Certificate is hereby designated as the Tax Matters Person for the Upper-Tier
      REMIC, the Middle-Tier REMIC and the Lower-Tier REMIC.  By its
      acceptance of the Class 2-A-R Certificate, such Holder irrevocably appoints
      the Securities Administrator as its agent to perform all of the duties of the
      Tax Matters Person for the Upper-Tier REMIC, the Middle-Tier REMIC and the
      Lower-Tier REMIC.

     

    Section
      5.08 Rights
      of the Tax Matters
      Person in Respect of the Securities Administrator.

     

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

     

    Section
      5.09 REMIC
      Related
      Covenants.

     

    For
      as
      long as any REMIC created hereunder shall exist, the Trustee, the Securities
      Administrator, the Depositor and the Master Servicer shall act in accordance
      herewith to assure continuing treatment of each REMIC created hereunder as
      a
      REMIC within the meaning of the Code and related regulations and avoid the
      imposition of tax on any REMIC created hereunder.  In
      particular:

     

    (a) Neither
      the Securities Administrator nor the Trustee shall create, or permit the
      creation of, any “interests” in any REMIC created hereunder within the meaning
      of Code Section 860D(a)(2) other than the interests represented by the
      Residual Certificate, the Upper-Tier Regular Interests, the Uncertificated
      Middle-Tier Interests and the Uncertificated Lower-Tier Interests.

     

    (b) Except
      as
      otherwise provided in the Code, (i) the Depositor and the Master Servicer
      shall not contribute to the Trust Estate and the Trustee shall not accept
      property unless substantially all of the property held in each REMIC constitutes
      either “qualified mortgages” or

     


    
      
        
        

      

      
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    “permitted
      investments” as defined in Code Sections 860G(a)(3) and (5), respectively,
      and (ii) no property shall be contributed, or deemed contributed, to any
      REMIC created hereunder after the start-up day unless such contribution would
      not subject the Trust Estate to the 100% tax on contributions to a REMIC created
      hereunder after the start-up day of such REMIC imposed by Code
      Section 860G(d).

     

    (c) Neither
      the Securities Administrator, on behalf of the Trust Estate or the Trustee,
      nor
      the Trustee shall accept on behalf of any REMIC created hereunder any fee or
      other compensation for services and none of the Securities Administrator, the
      Trustee or the Master Servicer shall knowingly accept, on behalf of the Trust
      Estate any income from assets other than those permitted to be held by a
      REMIC.

     

    (d) Neither
      the Securities Administrator, on behalf of the Trust Estate or the Trustee,
      nor
      the Trustee shall sell or permit the sale of all or any portion of the Mortgage
      Loans (other than in accordance with Sections 2.02 or
2.04),
      unless
      such sale is pursuant to a “qualified liquidation” of the applicable REMIC as
      defined in Code Section 860F(a)(4)(A) and in accordance with Article
      X.

     

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

     

    None
      of
      the Master Servicer, the Securities Administrator or the Trustee shall engage
      in
      a “prohibited transaction” (as defined in Code Section 860F(a)(2)), except
      that, with the prior written consent of the Master Servicer and the Depositor,
      the Securities Administrator may engage in the activities otherwise prohibited
      by the foregoing paragraphs (b), (c) and (d); provided that the Master
      Servicer shall have delivered to the Securities Administrator an Opinion of
      Counsel to the effect that such transaction will not result in the imposition
      of
      a tax on any REMIC created hereunder and will not disqualify any such REMIC
      from
      treatment as a REMIC; and, providedfurther,
      that the Master
      Servicer shall have demonstrated to the satisfaction of the Securities
      Administrator that such action will not adversely affect the rights of the
      Holders of the Certificates and the Securities Administrator and that such
      action will not adversely impact the rating of the Certificates.  None
      of the Master Servicer, the Securities Administrator, the Trustee or any
      Servicer shall, unless the Mortgagor is in default with respect to the Mortgage
      Loan or such default is, in the judgment of the Servicer, reasonably
      foreseeable, permit any modification with respect to any Mortgage Loan that
      would change the Mortgage Rate, defer or forgive the payment thereof of any
      principal or interest payments, reduce the Stated Principal Balance (except
      for
      actual payments of principal) or extend the final maturity date with respect
      to
      such Mortgage Loan.  Notwithstanding anything to the contrary herein,
      none of the Master Servicer, the Securities Administrator, the Trustee or any
      Servicer shall permit any modification with respect to any Mortgage Loan that
      would (A) both (x) effect an exchange or reissuance of such Mortgage Loan under
      Section 1.860G 2(b) of the Treasury Regulations and (y) cause any
      REMIC constituting part of the Trust Estate to fail to qualify as a REMIC under
      the Code or the imposition of any tax on “prohibited transactions” or
“contributions” after the Start-up Day under the REMIC Provisions or (B) extend
      the final maturity date with respect to any Mortgage Loan beyond the REMIC
      Certificate Maturity Date.

     

    Section
      5.10 Master
      Servicer, Securities
      Administrator and Trustee Indemnification .

     


    
      
        
        

      

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

     

    (b) In
      the
      event that any REMIC created hereunder fails to qualify as a REMIC, loses its
      status as a REMIC, or incurs federal, state or local taxes as a result of a
      prohibited transaction or prohibited contribution under the REMIC Provisions
      due
      solely to (i) the negligent performance by the Master Servicer of its
      duties and obligations set forth herein or (ii) any state, local or
      franchise taxes imposed upon the Trust Estate as a result of the location of
      the
      Master Servicer, the Master Servicer shall indemnify the Trust Estate against
      any and all Losses resulting from such negligence, including, without
      limitation, any reasonable attorneys’ fees imposed on or incurred as a result of
      a breach of the Master Servicer’s covenants.

     

    (c) In
      the
      event that any REMIC created hereunder fails to qualify as a REMIC, loses its
      status as a REMIC, or incurs federal, state or local taxes as a result of a
      prohibited transaction or prohibited contribution under the REMIC Provisions
      due
      solely to (i) the negligent performance by the Securities Administrator of
      its duties and obligations set forth herein or (ii) any state, local or
      franchise taxes imposed upon the Trust Estate as a result of the location of
      the
      Securities Administrator, the Securities Administrator shall indemnify the
      Trust
      Estate against any and all Losses resulting from such negligence, including,
      without limitation, any reasonable attorneys’ fees imposed on or incurred as a
      result of a breach of the Securities Administrator’s covenants.

     

    ARTICLE
      VI

     

    


     

    THE
      CERTIFICATES

     

    Section
      6.01 The
      Certificates.

     

    The
      Classes of Certificates shall be substantially in the forms attached hereto
      as
ExhibitsA-1A1
      through B-XB6 and C
      (reverse of all
      Certificates) and shall, on original issue, be executed by the Securities
      Administrator and shall be authenticated and delivered by the Securities
      Administrator to or upon the order of the Depositor upon receipt by the Trustee
      of the documents specified in Section 2.01.  The
      Classes of Certificates shall be available to investors in the minimum
      Denominations and the integral multiples in excess thereof as set forth in
      the
      Preliminary Statement.  The Senior Certificates (other than the
      Class 2-A-R Certificate) and the Class J-B-1, Class J-B-2, Class
      J-B-3, Class X-B-1, Class X-B-2 and Class X-B-3 Certificates shall
      initially be issued in book-entry form through the Depository and delivered
      to
      the Depository or, pursuant to the Depository’s instructions on behalf of the
      Depository to, and deposited with, the Certificate Custodian, and all other
      Classes of Certificates shall initially be issued in definitive,
      fully-registered form.

     


    
      
        
        

      

      
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    The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Securities Administrator by an authorized officer or
      signatory.  Certificates bearing the manual or facsimile signatures of
      individuals who were, at the time when such signatures were affixed, authorized
      to sign on behalf of the Securities Administrator shall bind the Securities
      Administrator, notwithstanding that such individuals or any of them have ceased
      to be so authorized prior to the execution and delivery of such Certificates
      or
      did not hold such offices or positions at the date of such
      Certificate.  No Certificate shall be entitled to any benefit under
      this Agreement, or be valid for any purpose, unless such Certificate shall
      have
      been manually authenticated by the Securities Administrator substantially in
      the
      form provided for herein, and such authentication upon any Certificate shall
      be
      conclusive evidence, and the only evidence, that such Certificate has been
      duly
      authenticated and delivered hereunder.  All Certificates shall be
      dated the date of their authentication.

     

    Section
      6.02 Registration
      of Transfer and
      Exchange of Certificates.

     

    (a) The
      Securities Administrator shall cause to be kept at an office or agency in the
      city in which the Corporate Trust Office of the Securities Administrator is
      located a Certificate Register in which, subject to such reasonable regulations
      as it may prescribe, the Securities Administrator shall provide for the
      registration of Certificates and of transfers and exchanges of Certificates
      as
      herein provided.  The Securities Administrator shall initially serve
      as Certificate Registrar for the purpose of registering Certificates and
      transfers and exchanges of Certificates as herein provided.

     

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

     

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

     


    
      
        
        

      

      
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    be
      fully
      protected in relying upon information furnished by the Depository with respect
      to its Depository Participants and furnished by the Depository Participants
      with
      respect to indirect participating firms and persons shown on the books of such
      indirect participating firms as direct or indirect Certificate
      Owners.

     

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

     

    (iii) 
      If the Depository advises the Securities Administrator in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository and the Securities Administrator or the Depositor
      is unable to locate a qualified successor, the Securities Administrator shall
      notify all Certificate Owners through the Depository of the occurrence of such
      event and of the availability of definitive, fully-registered Certificates
      (the
“Definitive
      Certificates”) to such Certificate Owners requesting the
      same.  Upon surrender to the Securities Administrator of the related
      Class of Certificates by the Depository (or by the Certificate Custodian,
      if it holds such Class on behalf of the Depository), accompanied by the
      instructions from the Depository for registration, the Securities Administrator
      shall issue the Definitive Certificates.  None of the Master Servicer,
      the Depositor, the Securities Administrator or the Trustee shall be liable
      for
      any delay in delivery of such instruction and may conclusively rely on, and
      shall be protected in relying on, such instructions.  The Depositor
      shall provide the Securities Administrator with an adequate inventory of
      certificates to facilitate the issuance and transfer of Definitive
      Certificates.  Upon the issuance of Definitive Certificates, the
      Securities Administrator shall recognize the Holders of the Definitive
      Certificates as Certificateholders hereunder.

     

    (d) No
      transfer of a Private Certificate shall be made unless such transfer is exempt
      from the registration requirements of the 1933 Act and any applicable state
      securities laws or is made in accordance with the 1933 Act and such
      laws.  In the event of any such transfer (other than in connection
      with the initial transfer of any such Certificate by the Depositor to an
      Affiliate of the Depositor or, in the case of the Class 2-A-R Certificate,
      the first transfer by an Affiliate of the Depositor), (i) unless such
      transfer is made in reliance on Rule 144A under the 1933 Act, the
      Securities Administrator or the Depositor may require a written Opinion of
      Counsel (which may be in-house counsel) acceptable to and in form and substance
      reasonably satisfactory to the Securities Administrator and the Depositor that
      such transfer may be made pursuant to an exemption, describing the applicable
      exemption and the basis therefor, from the 1933 Act and such laws or is being
      made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall
      not
      be an expense of the Securities Administrator or the Depositor and (ii) the
      Securities Administrator shall require a certificate from the Certificateholder
      desiring to effect such transfer substantially in the form attached hereto
      as
Exhibit G-1 and
      a certificate from such Certificateholder’s prospective transferee substantially
      in the form attached hereto either as Exhibit G-2A or
      as Exhibit G-2B,
      which certificates shall not be an expense of the Securities Administrator
      or
      the Depositor; provided
      that the foregoing requirements under

     


    
      
        
        

      

      
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    clauses (i) and (ii) shall
      not apply to a transfer of a Private Certificate between or among the Depositor,
      the Sponsor, their affiliates or both.  The Depositor shall provide to
      any Holder of a Private Certificate and any prospective transferees designated
      by any such Holder, information regarding the related Certificates and the
      Mortgage Loans and such other information as shall be necessary to satisfy
      the
      condition to eligibility set forth in Rule 144A(d)(4) for transfer of any
      such certificate without registration thereof under the 1933 Act pursuant to
      the
      registration exemption provided by Rule 144A.  The Holder of a
      Private Certificate desiring to effect such transfer shall, and does hereby
      agree to, indemnify the Securities Administrator and the Depositor against
      any
      liability that may result if the transfer is not so exempt or is not made in
      accordance with such federal and state laws.  For purposes of clause
      (ii) of this Section
      6.02(d) the representations required in any transferor certificate
      (substantially in the form of Exhibit G-1 hereto) and any investment letter
      (substantially in the form of Exhibit G-2A hereto) shall be deemed to have
      made
      in connection with the transfer of any Private Certificate that is a Book-Entry
      Certificate.

     

    (e) 
      No
      transfer of an ERISA Restricted Certificate shall be made unless the transferee
      delivers to the Securities Administrator either (i) a representation letter
      substantially in the form of Exhibit H from
      the transferee of such Certificate, which representation letter shall not be
      an
      expense of the Depositor, the Trustee, the Securities Administrator or the
      Master Servicer, or (ii) in the case of any ERISA Restricted Certificate
      (other than the Class 2-A-R Certificate) presented for registration in the
      name of an employee benefit plan or arrangement subject to Title I of ERISA
      or
      Section 4975 of the Code, or a Person acting on behalf of or using assets of
      any
      such employee benefit plan or arrangement (collectively, a “Plan”), an Opinion
      of
      Counsel in form and substance satisfactory to the Securities Administrator
      to
      the effect that the purchase or holding of such ERISA Restricted Certificate
      will not constitute or result in a non-exempt prohibited transaction within
      the
      meaning of Section 406 of ERISA or Section 4975 of the Code and will not
      subject the Trustee, the Depositor, the Certificate Registrar, the Securities
      Administrator or the Master Servicer to any obligation in addition to those
      undertaken in this Agreement, which Opinion of Counsel shall not be an expense
      of the Securities Administrator, the Depositor, the Certificate Registrar,
      the
      Trustee or the Master Servicer.  In the case of an ERISA Restricted
      Certificate that is a Book-Entry Certificate, for purposes of
      clause (i)  of the preceding sentence, a transferee will be deemed to
      have made one of the representations set forth in Exhibit H to the
      Securities Administrator by the acceptance by a Certificate Owner of a
      Book-Entry Certificate of the beneficial interest in any such Class of
      ERISA-Restricted Certificates, unless the Securities Administrator shall have
      received from the transferee an alternative representation or Opinion of Counsel
      acceptable in form and substance to the Securities
      Administrator.  Notwithstanding anything else to the contrary herein,
      any purported transfer of an ERISA Restricted Certificate in definitive form
      to
      a Plan without the delivery to the Securities Administrator of a properly
      completed representation letter or an Opinion of Counsel, in each case,
      satisfactory to the Securities Administrator as described above shall be void
      and of no effect.

     

    Neither
      the Securities Administrator nor the Certificate Registrar shall have any
      liability for transfers of Book-Entry Certificates made through the book-entry
      facilities of the Depository or between or among any Depository Participants
      or
      Certificate Owners, made in violation of applicable restrictions.  The
      Securities Administrator may rely and shall be fully protected in

     


    
      
        
        

      

      
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    relying
      upon information furnished by the Depository with respect to its Depository
      Participants and furnished by the Depository Participants with respect to
      indirect participating firms and Persons shown on the books of such indirect
      participating firms as direct or indirect Certificate Owners.

     

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

     

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

     

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

     

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

     

    (iii) In
      connection with any proposed transfer of any Ownership Interest in the Residual
      Certificate, the Securities Administrator shall require delivery to it, in
      form
      and substance satisfactory to it, of an affidavit substantially in the form
      of
Exhibit I
      hereto from the proposed transferee and a certificate substantially in the
      form
      attached hereto as Exhibit
      T.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    (viii) No
      Ownership Interest in the Residual Certificate shall be acquired by a
      Plan.

     

    (ix) The
      registered Holder of a Class 2-A-R Certificate will be entitled to separate
      such
      Certificate into its component parts.  The Securities Administrator
      shall, upon delivery to it of the Class 2-A-R Certificate and a written request
      of the registered Holder thereof to separate such Certificate into its component
      parts, issue to such registered Holder in exchange for such Class 2-A-R
      Certificate (i) a separately transferable, certified and fully registered
      security that will, from the date of its issuance, represent the Holder’s
      Percentage Interest in the Class LR Interest, (ii) a separately transferable,
      certified and fully registered security that will, from the date of its
      issuance, represent the Holder’s Percentage Interest in the Class MR Interest
      and (iii) a separately transferable, certified and fully registered security
      that will, from the date of its issuance, represent the Holder’s Percentage
      Interest in the Class UR Interest.  The Securities Administrator may
      require payment of a sum sufficient to cover any tax or other governmental
      charge payable in connection with such exchange of the Class 2-A-R
      Certificate.

     


    
      
        
        

      

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

     

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

     

    Section
      6.03 Mutilated,
      Destroyed, Lost
      or Stolen Certificates.

     

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

     

    Section
      6.04 Persons
      Deemed
      Owners.

     

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

     

    ARTICLE
      VII

     

    


     

    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    Section
      7.01 Respective
      Liabilities of
      the Depositor and the Master Servicer.

     

    The
      Depositor and the Master Servicer shall each be liable in accordance herewith
      only to the extent of the obligations specifically and respectively imposed
      upon
      and undertaken by the

     


    
      
        
        

      

      
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    Depositor
      and the Master Servicer herein.  By way of illustration and not
      limitation, the Depositor is not liable for the master servicing and
      administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
      assume any obligations of the Master Servicer or to appoint a designee to assume
      such obligations, nor is it liable for any other obligation hereunder that
      it
      may, but is not obligated to, assume unless it elects to assume such obligation
      in accordance herewith.

     

    Section
      7.02 Merger
      or Consolidation of
      the Depositor or the Master Servicer.

     

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

     

    Any
      Person into which the Depositor or the Master Servicer may be merged or
      consolidated, or any corporation resulting from any merger or consolidation
      to
      which the Depositor or the Master Servicer shall be a party, or any Person
      succeeding to the business of the Depositor or the Master Servicer, shall be
      the
      successor of the Depositor or the Master Servicer, as the case may be,
      hereunder, without the execution or filing of any paper or any further act
      on
      the part of any of the parties hereto, anything herein to the contrary
      notwithstanding; provided,
      however, that (a) the successor or surviving Person to the Master
      Servicer shall be qualified to service mortgage loans on behalf of Fannie Mae
      or
      Freddie Mac and (b) the Master Servicer and such successor or surviving Person
      shall notify the Securities Administrator and the Depositor of any such merger,
      conversion or consolidation at least two Business Days prior to the effective
      date thereof and shall provide the Securities Administrator and the Depositor
      with all information required by the Securities Administrator 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.

     

    In
      connection with the succession to the Master Servicer under this Agreement
      by
      any Person (i) into which the Master Servicer may be merged or
      consolidated, or (ii) which may be appointed as a successor to the Master
      Servicer, the Master Servicer shall notify the Depositor of such succession
      or
      appointment and shall furnish to the Depositor and the Securities Administrator
      in writing and in form and substance reasonably satisfactory to the Depositor
      and the Securities Administrator, all information reasonably necessary for
      the
      Securities Administrator to accurately and timely report, pursuant to Section 3.22(d),
      the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such
      reports under the Exchange Act are required to be filed under the Exchange
      Act).

     

    Section
      7.03 Limitation
      on Liability of
      the Depositor, the Master Servicer and Others.

     

    None
      of
      the Depositor, the Master Servicer or any of the directors, officers, employees
      or agents of the Depositor or of the Master Servicer shall be under any
      liability to the Trust Estate or the Certificateholders for any action taken
      or
      for refraining from the taking of any action in good faith pursuant to this
      Agreement, or for errors in judgment; provided, however,
      that
      this

     


    
      
        
        

      

      
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    provision
      shall not protect the Depositor, the Master Servicer or any such Person against
      any breach of warranties or representations made herein or any liability which
      would otherwise be imposed by reason of willful misfeasance, bad faith or gross
      negligence in the performance of duties or by reason of reckless disregard
      of
      obligations and duties hereunder.  The Depositor, the Master Servicer
      and any director, officer, employee or agent of the Depositor or the Master
      Servicer may rely in good faith on any document of any kind prima facie properly
      executed and submitted by any Person respecting any matters arising
      hereunder.  The Depositor, the Master Servicer and any director,
      officer, employee or agent of the Depositor or the Master Servicer shall be
      indemnified by the Trust Estate and held harmless against any loss, liability
      or
      expense incurred in connection with any legal action relating to this Agreement
      or the Certificates, other than any loss, liability or expense related to any
      specific Mortgage Loan or Mortgage Loans (except as any such loss, liability
      or
      expense shall be otherwise reimbursable pursuant to this Agreement) and any
      loss, liability or expense incurred by reason of willful misfeasance, bad faith
      or gross negligence in the performance of duties hereunder or by reason of
      reckless disregard of obligations and duties hereunder.  Neither of
      the Depositor nor the Master Servicer shall be under any obligation to appear
      in, prosecute or defend any legal action which is not incidental to its
      respective duties under this Agreement and which in its opinion may involve
      it
      in any expense or liability; provided, however,
      that the Depositor
      or the Master Servicer may in its discretion undertake any such action which
      it
      may deem necessary or desirable in respect to this Agreement and the rights
      and
      duties of the parties hereto and the interests of the Certificateholders
      hereunder.  In such event, the legal expenses and costs of such action
      and any liability resulting therefrom shall be expenses, costs and liabilities
      of the Trust Estate (except any expenses, costs or liabilities incurred as
      a
      result of any breach of representations or warranties of the related party
      or by
      reason of willful misfeasance, bad faith or gross negligence in the performance
      of duties of such party hereunder or by reason of reckless disregard of
      obligations and duties of such party hereunder), and the Depositor and the
      Master Servicer shall each be entitled to be reimbursed therefor out of amounts
      attributable to the applicable Mortgage Loans on deposit in the Master Servicer
      Custodial Account as provided by Section 3.11.

     

    Section
      7.04 Depositor
      and Master
      Servicer Not to Resign.

     

    Subject
      to the provisions of Section 7.02,
      neither the Depositor nor the Master Servicer shall resign from its respective
      obligations and duties hereby imposed on it except upon determination that
      its
      duties hereunder are no longer permissible under applicable law.  Any
      such determination permitting the resignation of the Depositor or the Master
      Servicer shall be evidenced by an Opinion of Counsel to such effect delivered
      to
      the Securities Administrator.  No such resignation by the Master
      Servicer shall become effective until the Securities Administrator or a
      successor Master Servicer shall have assumed such Master Servicer’s
      responsibilities and obligations in accordance with Section 8.05
      hereof.

     

    ARTICLE
      VIII                                           


     

    


     

    DEFAULT

     

    Section
      8.01 Events
      of
      Default.

     

    If
      any
      one of the following events (“Events
      of Default”) shall occur and be continuing:

     


    
      
        
        

      

      
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    (a) 
      any
      failure by the Master Servicer to remit amounts to the Securities Administrator
      for deposit into the Certificate Account in the amount and manner provided
      herein so as to enable the Securities Administrator to distribute to Holders
      of
      Certificates any payment required to be made under the terms of such
      Certificates and this Agreement which continues unremedied by 12:00 P.M.
      New York time on the related Distribution Date; or

     

    (b) 
      failure
      on the part of the Master Servicer duly to observe or perform in any material
      respect any other covenants or agreements of the Master Servicer set forth
      in
      the Certificates or in this Agreement, which covenants and agreements continue
      unremedied for a period of 30 days after the date on which written notice
      of such failure, requiring the same to be remedied, shall have been given to
      the
      Master Servicer by the Securities Administrator, the Trustee or the Depositor,
      or to the Master Servicer, the Depositor, the Securities Administrator and
      the
      Trustee by the Holders of Certificates evidencing Voting Rights aggregating
      not
      less than 25% of all Certificates affected thereby; or

     

    (c) 
      the
      entry of a decree or order by a court or agency or supervisory authority having
      jurisdiction in the premises for the appointment of a conservator, receiver
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings against the Master Servicer, or for the
      winding up or liquidation of the Master Servicer’s affairs, and the continuance
      of any such decree or order unstayed and in effect for a period of 60
      consecutive days; or

     

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

     

    (e) failure
      by the Master Servicer to duly perform, within the required time period, its
      obligations under Section 3.20,
Section 3.21
      or
Section 3.22;
      or

     

    (f) failure
      by the Master Servicer to make a Periodic Advance required to be made by it
      pursuant to Section 3.19 by
      5:00 P.M. New York time on the Business Day preceding the related Distribution
      Date.

     

    then,
      (i) in the case of Event of Default described in clauses (a) through
      (e) hereof, so long as such Event of Default is actually known by a Responsible
      Officer of the Trustee or the Depositor and shall not have been remedied by
      the
      Master Servicer, either the Trustee or the Depositor may, and at the direction
      of the Holders of Certificates evidencing Voting Rights aggregating not less
      than 51% of all Certificates affected thereby shall, by notice then given in
      writing to the Master Servicer (and to the Trustee, if given by the Depositor,
      and to the Depositor, if given by the Trustee), terminate all of the rights
      and
      obligations of the Master Servicer under this Agreement and (ii) in the
      case of an Event of Default described in clause (f) hereof, so long as such
      event is known by a Responsible Officer of the Trustee, the Trustee shall be
      obligated to make such Periodic Advance and then, so long as such Event of
      Default shall not have been

     


    
      
        
        

      

      
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    remedied
      by 5:00 P.M. New York time on the related Distribution Date (including the
      reimbursement to the Trustee by the Master Servicer, with interest thereon
      at
      the Prime Rate (as set forth in The Wall Street Journal), for
      any Periodic Advance made), the Trustee may, by notice given in writing to
      the
      Master Servicer and the Depositor, terminate all of the rights and obligations
      of the Master Servicer under this Agreement.  On or after the receipt
      by the Master Servicer of such written notice and subject to Section 8.05,
      all authority and power of the Master Servicer under this Agreement, whether
      with respect to the Certificates or the Mortgage Loans or otherwise, shall
      pass
      to and be vested in the Trustee pursuant to and under this Section 8.01 and
Section 8.05,
      unless and until such time as the Trustee shall appoint a successor Master
      Servicer pursuant to Section 8.05,
      and, without limitation, the Trustee is hereby authorized and empowered to
      execute and deliver, on behalf of the Master Servicer, as attorney-in-fact
      or
      otherwise, any and all documents and other instruments, and to do or accomplish
      all other acts or things necessary or appropriate to effect the purposes of
      such
      notice of termination, whether to complete the transfer and endorsement of
      the
      applicable Mortgage Loans and related documents, or otherwise, including,
      without limitation, the recordation of the assignments of the applicable
      Mortgage Loans to it. The Master Servicer agrees to cooperate with the Trustee
      in effecting the termination of the responsibilities and rights of the Master
      Servicer hereunder, including, without limitation, the transfer to the Trustee
      for the administration by it of all cash amounts that have been deposited by
      the
      Master Servicer in the Master Servicer Custodial Account or thereafter received
      by the Master Servicer with respect to the Mortgage Loans.  Upon
      obtaining notice or knowledge of the occurrence of any Event of Default, the
      Person obtaining such notice or knowledge shall give prompt written notice
      thereof to Certificateholders at their respective addresses appearing in the
      Certificate Register and to each Rating Agency.  All costs and
      expenses (including attorneys’ fees) incurred in connection with transferring
      the master servicing data and information to the successor Master Servicer
      and
      amending this Agreement to reflect such succession as Master Servicer pursuant
      to this Section 8.01
      shall be paid by the predecessor Master Servicer (unless the predecessor Master
      Servicer is the Trustee, in which event the previous Master Servicer shall
      be
      responsible for payment of such costs and expenses so long as the transfer
      of
      servicing is not the result of an Event of Default on the part of the Trustee
      in
      its capacity as the predecessor Master Servicer).  Notwithstanding the
      termination of the Master Servicer pursuant hereto, the Master Servicer shall
      remain liable for any causes of action arising out of any Event of Default
      occurring prior to such termination, subject to the terms and conditions of
      this
      Agreement.

     

    Section
      8.02 Remedies
      of
      Trustee.

     

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

     


    
      
        
        

      

      
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    or
      omission to exercise any right or remedy shall impair any such right or remedy
      or shall be deemed to be a waiver of any Event of Default.

     

    Section
      8.03 Directions
      by
      Certificateholders and Duties of Trustee During Event of
      Default.

     

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

     

    Section
      8.04 Action
      upon Certain Failures
      of the Master Servicer and upon Event of Default.

     

    In
      the
      event that a Responsible Officer of the Trustee shall have actual knowledge
      of
      any failure of the Master Servicer specified in Section 8.01(a) or
(b) which
      would become an Event of Default upon such Master Servicer’s failure to remedy
      the same after notice, the Trustee shall give notice thereof to the Master
      Servicer.  If a Responsible Officer of the Trustee shall have
      knowledge of an Event of Default, the Trustee shall give prompt written notice
      thereof to the Securities Administrator and the Securities Administrator shall
      give prompt written notice thereof to the Certificateholders in accordance
      with
Section 8.01.

     

    Section
      8.05 Trustee
      to Act; Appointment
      of Successor .

     

    (a) (i)  Within
      90 days of the time the Master Servicer (and the Trustee if such notice of
      termination is delivered by the Depositor) receives a notice of termination
      pursuant to Section 8.01,
      the Trustee (or other named successor) shall, subject to Section 3.07, be the
      successor in all respects to the Master Servicer in its capacity as master
      servicer under this Agreement and the transactions set forth or provided for
      herein and shall be subject to all the responsibilities, duties and liabilities
      relating thereto placed on the Master Servicer by the terms and provisions
      hereof and thereof, as applicable, or shall appoint a successor pursuant to
      Section 3.07.
      Notwithstanding the foregoing, (i) the parties hereto agree that the
      Trustee, in its capacity as successor Master Servicer, immediately will assume
      all of the obligations of the Master Servicer to make advances (including,
      without limitation, Advances pursuant to

     


    
      
        
        

      

      
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    Section 3.19)
      under this Agreement, (ii) the Trustee, in its capacity as successor Master
      Servicer, shall not be responsible for the lack of information and/or documents
      that it cannot obtain through reasonable efforts and (iii) under no
      circumstances shall any provision of this Agreement be construed to require
      the
      Trustee (a) acting in its capacity as successor to the Master Servicer in
      its obligation to make advances (including Advances pursuant to Section 3.19) to
      advance, expend or risk its own funds or otherwise incur any financial liability
      in the performance of its duties hereunder if it shall have reasonable grounds
      for believing that such funds are non-recoverable, (b) to be liable for any
      losses of the Master Servicer or any acts or omissions of the predecessor Master
      Servicer hereunder, (c) to be obligated to make Advances if it is
      prohibited from doing so by applicable law, (d) to be obligated to
      effectuate repurchases or substitutions of the Mortgage Loans hereunder or
      (e)
      to be obligated to perform any obligation of the Master Servicer under Section 3.20,
Section 3.21
      or
Section 3.22
      with respect to any period of time during which the Trustee was not the Master
      Servicer.  Subject to Section 8.05(b),
      as compensation therefor, the Trustee shall be entitled to such compensation
      as
      the terminated Master Servicer would have been entitled to hereunder if no
      such
      notice of termination had been given, except for those amounts due to the Master
      Servicer as reimbursement for Advances previously made or amounts previously
      expended and are otherwise reimbursable hereunder.  Notwithstanding
      the above, the Trustee may, if it shall be unwilling so to act, or shall, if
      it
      is legally unable so to act, appoint, or petition a court of competent
      jurisdiction to appoint, any established housing and home finance institution
      having a net worth of not less than $10,000,000 as the successor to the
      terminated Master Servicer hereunder in the assumption of all or any part of
      the
      responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however,
      that any such
      institution appointed as a successor Master Servicer shall not, as evidenced
      in
      writing by each Rating Agency, adversely affect the then current rating of
      any
      Class of Certificates immediately prior to the termination of the
      terminated Master Servicer.  The appointment of a successor Master
      Servicer shall not affect any liability of the predecessor Master Servicer
      which
      may have arisen under this Agreement prior to its termination as Master
      Servicer, nor shall any successor Master Servicer be liable for any acts or
      omissions of the predecessor Master Servicer or for any breach by the Master
      Servicer of any of its representations or warranties contained herein or in
      any
      related document or agreement.  Pending appointment of a successor to
      a terminated Master Servicer hereunder, unless the Trustee is prohibited by
      law
      from so acting, the Trustee shall act in such capacity as provided above. The
      Trustee and such successor shall take such action, consistent with this
      Agreement, as shall be necessary to effectuate any such
      succession.  All Master Servicing Transfer Costs shall be paid by the
      predecessor Master Servicer (unless the predecessor Master Servicer is the
      Trustee, in which event the previous Master Servicer shall be responsible for
      payment of such costs and expenses so long as the transfer of servicing is
      not
      the result of an Event of Default on the part of the Trustee in its capacity
      as
      the predecessor Master Servicer) upon presentation of reasonable documentation
      of such costs, and if such predecessor Master Servicer defaults in its
      obligation to pay such costs, such costs shall be paid by the successor Master
      Servicer or the Trustee (in which case the successor Master Servicer or the
      Trustee shall be entitled to reimbursement therefor from the assets of the
      Trust).

     

    (b) 
      In
      connection with the appointment of a successor Master Servicer or the assumption
      of the duties of the Master Servicer, as specified in Section 8.05(a),
      the Trustee may make such arrangements for the compensation of such successor
      as
      it and such successor shall

     


    
      
        
        

      

      
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    agree;
      provided, however,
      that such
      compensation shall not exceed the compensation of the Master Servicer being
      replaced.

     

    (c) Any
      successor, including the Trustee, to the Master Servicer as master servicer
      shall during the term of its service as master servicer maintain in force
      (i) a policy or policies of insurance covering errors and omissions in the
      performance of its obligations as master servicer hereunder and (ii) a
      fidelity bond in respect of its officers, employees and agents to the same
      extent as the Master Servicer is so required pursuant to Section 3.03.

     

    Section
      8.06 Notification
      to
      Certificateholders.

     

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

     

    ARTICLE
      IX                                


     

    


     

    THE
      TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    Section
      9.01 Duties
      of Trustee and
      Securities Administrator.

     

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

     

    The
      Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to the Trustee and the Securities Administrator which
      are
      specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they conform to the
      requirements of this Agreement; provided, however,
      that neither the
      Trustee nor the Securities Administrator shall be responsible for the accuracy
      of any resolution, certificate, statement, opinion, report, document, order
      or
      other instrument furnished by the Master Servicer or the Depositor
      hereunder.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    (iv) The
      Trustee shall not be charged with knowledge of any default or an Event of
      Default under Section 8.01
      unless a Responsible Officer of the Trustee obtains actual knowledge of such
      default or Event of Default or any Responsible Officer of the Trustee receives
      written notice of such default or Event of Default at its Corporate Trust Office
      from the Master Servicer, the Securities Administrator, the Depositor or any
      Certificateholder.  The Securities Administrator shall not be charged
      with knowledge of any default or an Event of Default under Section 8.01
      unless a Responsible Officer of the Securities Administrator obtains actual
      knowledge of such failure or event or any Responsible Officer of the Securities
      Administrator receives written notice of such default or Event of Default at
      its
      Corporate Trust Office from the Master Servicer, the Trustee, the Depositor
      or
      any Certificateholder; and

     

    (v) No
      provision in this Agreement shall require the Trustee or the Securities
      Administrator to expend or risk its own funds or otherwise incur any personal
      financial liability in the performance of any of its duties as Trustee or
      Securities Administrator hereunder, or in the exercise of any of its rights
      or
      powers, if the Trustee or the Securities Administrator shall have reasonable
      grounds for believing that repayment of funds or adequate indemnity or security
      satisfactory to it against such risk or liability is not reasonably assured
      to
      it and none of the provisions contained in this Agreement shall in any event
      require the Securities Administrator to perform, or be responsible for
      the

     


    
      
        
        

      

      
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    manner
      of
      performance of, any of the obligations of the Master Servicer under this
      Agreement.

     

    (c) Subject
      to the conditions set forth in this Section 9.01(c), the
      Securities Administrator is permitted to utilize one or more Subcontractors
      to
      perform certain of its obligations hereunder.  The Securities
      Administrator shall promptly upon request provide to the Depositor a written
      description (in form and substance satisfactory to the Depositor) of the role
      and function of each Subcontractor utilized by the Securities Administrator,
      specifying (i) the identity of each such Subcontractor that is a Servicing
      Function Participant and (ii) which elements of the Servicing Criteria will
      be
      addressed in Assessments of Compliance provided by each Servicing Function
      Participant.  As a condition to the utilization by the Securities
      Administrator of any Servicing Function Participant, the Securities
      Administrator shall cause any such Servicing Function Participant for the
      benefit of the Depositor to comply with the provisions of Section 3.20 of this
      Agreement to the same extent as if such Servicing Function Participant were
      the
      Securities Administrator.  The Securities Administrator shall be
      responsible for obtaining from each such Servicing Function Participant and
      delivering to the applicable Persons any Assessment of Compliance and related
      Attestation Report required to be delivered by such Servicing Function
      Participant under Section 3.20, in each
      case as and when required to be delivered.

     

    Notwithstanding
      the foregoing, if the Securities Administrator engages a Subcontractor in
      connection with the performance of any of its duties under this Agreement,
      the
      Securities Administrator shall be responsible for determining whether such
      Subcontractor is an Additional Servicer.

     

    The
      Securities Administrator shall indemnify the Depositor, the Sponsor, the
      Trustee, the Custodian, the Master Servicer and any of their respective
      directors, officers, employees or agents and hold them harmless against any
      and
      all claims, losses, damages, penalties, fines, forfeitures, reasonable and
      necessary legal fees and related costs, judgments, and any other costs, fees
      and
      expenses that any of them may sustain in any way related to a breach of the
      Securities Administrator’s obligation set forth in the preceding paragraph or
      the failure of the Securities Administrator to perform any of its obligations
      under Section
      3.20, Section
      3.21, Section
      3.22 or this Section
      9.01(c).

     

    (d) The
      Trustee is hereby directed, on or prior to the Closing Date, not in its
      individual capacity but solely on behalf of the Trust, to execute and deliver
      the [__________] Servicing Agreement and each assignment, assumption and
      recognition agreement constituting a portion of a Servicing Agreement in the
      forms presented to it by the Depositor, for the benefit of the Holders of the
      Certificates.  The Trustee shall not be personally liable for the
      payment of any indebtedness or expenses of the Trust or be liable for the breach
      or failure of any obligation, representation, warranty or covenant made or
      undertaken by the Trustee on behalf of the Trust under any Servicing Agreement
      or any other related documents, as to all of which recourse shall be had solely
      to the assets of the Trust in accordance with the terms of this
      Agreement.  Every provision of this Agreement relating to the conduct
      or affecting the liability of or affording protection to the Trustee shall
      apply
      to the Trustee’s execution of any Servicing Agreement and the performance of any
      obligations thereunder.

     


    
      
        
        

      

      
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    (e) Notwithstanding
      any other provision of this Agreement, any Servicing Agreement or any other
      agreement, the Trustee shall not be required to review, approve or consent
      to
      any modification proposed to be made by a Servicer or any other Person to any
      Mortgage Loan.

     

    Section
      9.02 Certain
      Matters Affecting
      the Trustee and the Securities Administrator.

     

    Except
      as
      otherwise provided in Section 9.01:

     

    (i) The
      Trustee and the Securities Administrator may request and rely upon and shall
      be
      protected in acting or refraining from acting upon any resolution, Officer’s
      Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal, bond
      or
      other paper or document believed by it to be genuine and to have been signed
      or
      presented by the proper party or parties and the manner of obtaining consents
      and of evidencing the authorization of the execution thereof by
      Certificateholders shall be subject to the reasonable regulations as the Trustee
      and the Securities Administrator, as applicable, may prescribe;

     

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

     

    (iii) Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement or to
      institute, conduct or defend any litigation hereunder or in relation hereto
      at
      the request, order or direction of any of the Certificateholders, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Securities Administrator, as the case may be,
      reasonable security or indemnity satisfactory to it against the costs, expenses
      and liabilities which may be incurred therein or thereby; however, subject
      to
Section 9.01(b)(v),
      nothing contained herein shall relieve the Trustee or the Securities
      Administrator of the obligation, upon the occurrence of an Event of Default
      (which has not been cured or waived), to exercise such of the rights and powers
      vested in it by this Agreement, and to use the same degree of care and skill
      in
      their exercise as a prudent investor would exercise or use under the
      circumstances in the conduct of such investor’s own affairs;

     

    (iv) Neither
      the Trustee nor the Securities Administrator shall be personally liable for
      any
      action taken, suffered or omitted by it in good faith and believed by it to
      be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement;

     

    (v) Prior
      to
      the occurrence of an Event of Default hereunder and after the curing or waiving
      of all Events of Default which may have occurred, neither the Trustee nor the
      Securities Administrator shall be bound to make any investigation into the
      facts
      or matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other paper
      or document, unless requested in writing so to do by Holders of Certificates
      of
      any Class evidencing, as to such Class,

     


    
      
        
        

      

      
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    Percentage
      Interests, aggregating not less than 50%; provided, however, that if
      the payment within a reasonable time to the Trustee or the Securities
      Administrator of the costs, expenses or liabilities likely to be incurred by
      it
      in the making of such investigation is, in the opinion of the Trustee or the
      Securities Administrator, as the case may be, not reasonably assured to the
      Trustee or the Securities Administrator, as applicable, by the security afforded
      to it by the terms of this Agreement, the Trustee or the Securities
      Administrator, as the case may be, may require reasonable indemnity or security
      satisfactory to it against such expense or liability or payment of such
      estimated expenses as a condition to so proceeding;

     

    (vi) The
      Trustee and the Securities Administrator may each execute any of the trusts
      or
      powers hereunder or perform any duties hereunder either directly or by or
      through agents, attorneys, accountants, custodian or independent contractor;
      and

     

    (vii) The
      right
      of the Trustee or the Securities Administrator to perform any discretionary
      act
      enumerated in this Agreement shall not be construed as a duty, and neither
      the
      Trustee nor the Securities Administrator shall be answerable for other than
      its
      gross negligence or willful misconduct in the performance of any such
      act.

     

    Section
      9.03 Neither
      Trustee nor
      Securities Administrator Liable for Certificates or Mortgage
      Loans.

     

    The
      recitals contained herein and in the Certificates (other than the execution
      of,
      and the authentication on the Certificates) shall be taken as the statements
      of
      the Depositor or the Master Servicer, as applicable, and neither the Trustee
      nor
      the Securities Administrator assumes responsibility for their
      correctness.  Neither the Trustee nor the Securities Administrator
      makes any representations as to the validity or sufficiency of this Agreement
      or
      of the Certificates or any Mortgage Loans save that the Trustee and the
      Securities Administrator represent that, assuming due execution and delivery
      by
      the other parties hereto, this Agreement has been duly authorized, executed
      and
      delivered by it and constitutes its legal, valid and binding obligation,
      enforceable against it in accordance with its terms, subject, as to enforcement
      of remedies, to applicable insolvency, receivership, moratorium and other laws
      affecting the rights of creditors generally, and to general principles of equity
      and the discretion of the court (regardless of whether enforcement of such
      remedies is considered in a proceeding in equity or at law).

     

    Neither
      the Trustee nor the Securities Administrator shall at any time have any
      responsibility or liability for or with respect to the legality, validity and
      enforceability of any Mortgage or any Mortgage Loan, or the perfection and
      priority of any Mortgage or the maintenance of any such perfection and priority
      or for or with respect to the sufficiency of the Trust or its ability to
      generate the payments to be distributed to Certificateholders under this
      Agreement, including, without limitation: the existence, condition and ownership
      of any Mortgaged Property; the existence and enforceability of any hazard
      insurance thereon (other than if the Trustee shall assume the duties of the
      Master Servicer pursuant to Section 8.05 and
      thereupon only for the acts or omissions of the Trustee as the successor to
      the
      Master Servicer); the validity of the assignment of any Mortgage Loan to the
      Trustee or of any intervening assignment; the completeness of any Mortgage
      Loan;
      the performance or enforcement of any Mortgage Loan (other than if the Trustee
      shall assume the duties of the Master Servicer pursuant

     


    
      
        
        

      

      
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    to
Section 8.05
      and
      thereupon only for the acts or omissions of the Trustee as successor to the
      Master Servicer); the compliance by the Depositor or the Master Servicer with
      any warranty or representation made under this Agreement or in any related
      document or the accuracy of any such warranty or representation; any investment
      of monies by or at the direction of the Master Servicer or any loss resulting
      therefrom, it being understood that the Trustee and the Securities Administrator
      shall remain responsible for any Trust property that it may hold in its
      individual capacity; the acts or omissions of any of the Depositor, the Master
      Servicer (other than if the Trustee shall assume the duties of the Master
      Servicer pursuant to Section 8.05 and
      thereupon only for the acts or omissions of the Trustee as successor to the
      Master Servicer), or any Mortgagor; any action of the Master Servicer (other
      than if the Trustee shall assume the duties of the Master Servicer pursuant
      to
Section 8.05 and
      thereupon only for the acts or omissions of the Trustee as successor to the
      Master Servicer) taken in the name of the Trust or the Securities Administrator;
      the failure of the Master Servicer to act or perform any duties required of
      it
      as agent of the Trust or the Securities Administrator hereunder; or any action
      by the Trustee or the Securities Administrator taken at the instruction of
      the
      Master Servicer (other than if the Trustee shall assume the duties of the Master
      Servicer pursuant to Section 8.05 and
      thereupon only for the acts or omissions of the Trustee as successor to the
      Master Servicer); provided,
      however, that the foregoing shall not relieve the Trustee or the
      Securities Administrator of its obligation to perform its duties under this
      Agreement, including, without limitation, the Trustee’s review of the Mortgage
      Files pursuant to Section 2.02.  The
      Trustee shall file any continuation statement with respect to any financing
      statement for which the Trustee is the secured party in any public office at
      any
      time required to maintain the perfection of any security interest or lien
      granted to it hereunder.

     

    Section
      9.04 Trustee
      and Securities
      Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in their individual or any other
      capacities may become the owner or pledgee of Certificates with the same rights
      it would have if it were not Trustee or the Securities Administrator and may
      otherwise deal with the Master Servicer or any of its affiliates with the same
      right it would have if it were not the Trustee or the Securities
      Administrator.

     

    Section
      9.05 Eligibility
      Requirements for
      Trustee and the Securities Administrator.

     

    The
      Trustee and the Securities Administrator hereunder shall at all times be
      (a) an institution the deposits of which are fully insured by the FDIC and
      (b) a corporation or banking association organized and doing business under
      the laws of the United States of America or of any State, authorized under
      such
      laws to exercise corporate trust powers, having a combined capital and surplus
      of not less than $50,000,000.00 and subject to supervision or examination by
      Federal or State authority and (c) with respect to every successor trustee
      or securities administrator hereunder either an institution (i) the
      long-term unsecured debt obligations of which are rated at least “[__]” by
      [_____],“[__]” by [_____] and “[__]” by [_____] or (ii) whose serving as
      Trustee or Securities Administrator hereunder would not result in the lowering
      of the ratings originally assigned to any Class of
      Certificates.  The Trustee shall not be an affiliate of the Depositor,
      the Master Servicer or any Servicer.  If such corporation or banking
      association publishes reports of condition at least annually, pursuant to law
      or
      to the requirements of the aforesaid supervising or examining authority, then
      for the purposes of this Section 9.05,
      the

     


    
      
        
        

      

      
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    combined
      capital and surplus of such corporation or banking association shall be deemed
      to be its combined capital and surplus as set forth in its most recent report
      of
      condition so published.  The principal office of the Trustee and the
      Securities Administrator (other than the initial Trustee or Securities
      Administrator) shall be in a state with respect to which an Opinion of Counsel
      has been delivered to such Trustee at the time such Trustee or Securities
      Administrator is appointed Trustee or Securities Administrator to the effect
      that the Trust will not be a taxable entity under the laws of such
      state.  In case at any time the Trustee or the Securities
      Administrator shall cease to be eligible in accordance with the provision of
      this Section 9.05,
      the Trustee or the Securities Administrator, as the case may be, shall resign
      immediately in the manner and with the effect specified in Section 9.06.

     

    The
      Securities Administrator (i) may not be an originator, the Master Servicer,
      Servicer, the Depositor or an affiliate of the Depositor unless the Securities
      Administrator is in an institutional trust department, (ii) must be
      authorized to exercise corporate trust powers under the laws of its jurisdiction
      of organization, and (iii) must be either an institution (a) the long-term
      unsecured debt obligations of which are rated at least “[__]” by [_____], at
      least “[__]” by [_____] and at least “[__]” by [_____] and  or (b)
      whose serving as Securities Administrator hereunder would not result in the
      lowering of the ratings originally assigned to any Class of
      Certificates.  If no successor Securities Administrator shall have
      been appointed and shall have accepted appointment within 60 days after the
      Securities Administrator ceases to be the Securities Administrator pursuant
      to
      this Section 9.05,
      then the Trustee shall perform the duties of the Securities Administrator
      pursuant to this Agreement.  Notwithstanding the above, the Trustee
      may, if it shall be unwilling so to act, or shall, if it is legally unable
      so to
      act, appoint, or petition a court of competent jurisdiction to appoint, an
      institution qualified under Section 9.05
      hereof as the successor to the Securities Administrator hereunder in the
      assumption of all or any part of the responsibilities, duties or liabilities
      of
      a Securities Administrator hereunder; provided, however,
      that any such
      institution appointed as successor Securities Administrator shall not, as
      evidenced in writing by each Rating Agency, adversely affect the then current
      rating of any Class of Certificates immediately prior to the termination of
      the Securities Administrator.  The Trustee shall notify the Rating
      Agencies of any change of the Securities Administrator.

     

    Section
      9.06 Resignation
      and Removal of
      Trustee and the Securities Administrator.

     

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

     


    
      
        
        

      

      
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    If
      at any
      time the Trustee or Securities Administrator shall cease to be eligible in
      accordance with the provisions of Section 9.05 and
      shall fail to resign after written request therefor by the Master Servicer,
      or
      if at any time the Trustee or the Securities Administrator shall become
      incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
      of the Trustee or the Securities Administrator or of their respective property
      shall be appointed, or any public officer shall take charge or control of the
      Trustee or the Securities Administrator or of their respective property or
      affairs for the purpose of rehabilitation, conservation or liquidation, or
      if at
      any time the Securities Administrator has failed to duly perform, within the
      required time period, its obligations under Section 3.20,
Section 3.21
      or
Section 3.22,
      then the Master Servicer or the Depositor may remove the Trustee or the
      Securities Administrator, as the case may be, and appoint a successor trustee
      or
      securities administrator by written instrument, in duplicate, one copy of which
      instrument shall be delivered to the Trustee or the Securities Administrator,
      as
      applicable, so removed and one copy to the successor.

     

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

     

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

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    Section
      9.07 Successor
      Trustee or
      Securities Administrator.

     

    Any
      successor Trustee or successor Securities Administrator appointed as provided
      in
Section 9.06
      shall execute, acknowledge and deliver to the Master Servicer and to its
      predecessor Trustee or Securities Administrator, as applicable, an instrument
      accepting such appointment hereunder, and thereupon the resignation or removal
      of the predecessor Trustee or Securities Administrator shall become effective
      and such successor Trustee or Securities Administrator, as the case may be,
      without any further act, deed or conveyance, shall become fully vested with
      all
      the rights, powers, duties and obligations of its predecessor hereunder, with
      like effect as if originally named as Trustee or Securities Administrator,
      as
      applicable, herein.  The predecessor Trustee or Securities
      Administrator shall duly assign, transfer, deliver and pay over to the successor
      Trustee or Securities Administrator, as the case may be, the whole of the
      Mortgage Files and related documents and statements held by it hereunder,
      together with all instruments of transfer and assignment or other documents
      properly executed as may be reasonably required to effect such transfer and
      such
      of the records or copies thereof maintained by the predecessor Trustee or
      Securities Administrator in the administration hereof as may be reasonably
      requested by the successor Trustee or Securities Administrator, as the case
      may
      be, and shall thereupon be discharged from all duties and responsibilities
      under
      this Agreement; provided, however,
      that if

     


    
      
        
        

      

      
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    the
      predecessor Trustee or Securities Administrator has been removed pursuant to
      the
      third paragraph of Section 9.06,
      all reasonable expenses of the predecessor Trustee or Securities Administrator
      incurred in complying with this Section 9.07
      shall be reimbursed by the Trust.

     

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

     

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

     

    Section
      9.08 Merger
      or Consolidation of
      Trustee or Securities Administrator.

     

    Any
      corporation or banking association into which either the Trustee or the
      Securities Administrator may be merged or converted or with which it may be
      consolidated, or any corporation or banking association resulting from any
      merger, conversion or consolidation to which the Trustee or the Securities
      Administrator shall be a party, or any corporation or banking association
      succeeding to all or substantially all of the corporate trust business of the
      Trustee or the Securities Administrator, shall be the successor of the Trustee
      or the Securities Administrator, as applicable, hereunder, if such corporation
      or banking association is eligible under the provisions of Section 9.05,
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto, anything herein to the contrary
      notwithstanding.  In connection with the succession to the Trustee or
      the Securities Administrator under this Agreement by any Person (i) into
      which the Trustee or the Securities Administrator may be merged or consolidated,
      or (ii) which may be appointed as a successor to the Trustee or the
      Securities Administrator, the Trustee or the Securities Administrator, as the
      case may be, shall notify the Depositor of such succession or appointment and
      shall furnish to the Depositor in writing and in form and substance reasonably
      satisfactory to the Depositor, all information reasonably necessary for the
      Securities Administrator to accurately and timely report, pursuant to Section 3.22(d),
      the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such
      reports under the Exchange Act are required to be filed under the Exchange
      Act).

     

    Section
      9.09 Appointment
      of Co-Trustee or
      Separate Trustee.

     

    Notwithstanding
      any of the provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any Mortgaged Property may at the
      time
      be located or for any other reason, the Master Servicer and the Trustee acting
      jointly shall have the power and shall execute and deliver all instruments
      to
      appoint one or more Persons approved by the Trustee as co-trustee or separate
      trustee of all or any part of the Trust Estate, and to vest in such Person
      or
      Persons, in such capacity, such title to the Trust Estate, or any part thereof,
      and, subject to the other provision of this Section 9.09,
      such powers, duties, obligations, rights and

     


    
      
        
        

      

      
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    trusts
      as
      the Master Servicer and the Trustee may consider necessary or
      desirable.  If one or both of the Master Servicer shall not have
      joined in such appointment within ten days after the receipt by it of a
      request to do so, the Trustee alone shall have the power to make such
      appointment.  No co-trustee or separate trustee hereunder shall be
      required to meet the terms of eligibility as a successor Trustee under Section 9.05 and
      no notice to Holders of Certificates of the appointment of co-trustee(s) or
      separate trustee(s) shall be required under Section 9.07.
      The Securities Administrator shall be responsible for the fees of any co-trustee
      or separate trustee appointed hereunder.

     

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

     

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

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name.  If any separate trustee or co-trustee
      shall become incapable of acting, resign or be removed, or shall be adjudged
      a
      bankrupt or insolvent, or a receiver of its property shall be appointed, or
      any
      public officer shall take charge or control of such trustee or co-trustee or
      of
      its property or affairs for the purpose of rehabilitation, conservation or
      liquidation, all of its estates, properties, rights, remedies and trusts shall
      vest in and be exercised by the Trustee, to the extent permitted by law, without
      the appointment of a new or successor trustee.

     

    Section
      9.10 Authenticating
      Agents.

     

    The
      Securities Administrator may appoint one or more authenticating agents (“Authenticating
      Agents”) that shall be authorized to act on behalf of the Securities
      Administrator in authenticating or countersigning
      Certificates.  Initially, the Authenticating

     


    
      
        
        

      

      
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    Agent
      shall be [__________].  Wherever reference is made in this Agreement
      to the authentication or countersigning of Certificates by the Securities
      Administrator or the Securities Administrator’s certificate of authentication or
      countersigning, such reference shall be deemed to include authentication or
      countersigning on behalf of the Securities Administrator by an Authenticating
      Agent and a certificate of authentication or countersignature executed on behalf
      of the Securities Administrator by an Authenticating Agent.  Each
      Authenticating Agent must be acceptable to the Master Servicer and must be
      a
      corporation or banking association organized and doing business under the laws
      of the United States of America or of any State, having a place of business
      in
      New York, New York, having a combined capital and surplus of at least
      $15,000,000, authorized under such laws to do a trust business and subject
      to
      supervision or examination by Federal or State authorities.

     

    Any
      corporation or banking association into which any Authenticating Agent may
      be
      merged or converted or with which it may be consolidated, or any corporation
      or
      banking association resulting from any merger, conversion or consolidation
      to
      which any Authenticating Agent shall be a party, or any corporation or banking
      association succeeding to the corporate agency business of any Authenticating
      Agent, shall continue to be the Authenticating Agent without the execution
      or
      filing of any paper or any further act on the part of the Securities
      Administrator or the Authenticating Agent.

     

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

     

    Section
      9.11 Securities
      Administrator’s
      Fees and Expenses and Trustee’s Fees and Expenses.

     

    The
      Trustee, as compensation for its services hereunder, shall be entitled to a
      fee
      in an amount agreed upon between the Trustee and the Securities Administrator,
      payable by the Securities Administrator out of its own funds and not out of
      any
      funds of the Trust Estate. The Securities Administrator shall be entitled to
      investment income from amounts on deposit in the Certificate Account as
      compensation for its services hereunder.  The Trustee and the
      Securities Administrator, as the case may be, and any director, officer,
      employee or agent of the Trustee or the Securities Administrator, as the case
      may be, shall be indemnified and held harmless by the Trust against any claims,
      damage, loss, liability or expense (including reasonable attorney’s fees)
      (a) incurred in connection with any claim or legal action arising from or
      relating to (i) this Agreement, (ii) the Certificates, or
      (iii) the performance of any of the Trustee’s or Securities
      Administrator’s, as the case may be, duties hereunder, other than any claims,
      damage, loss, liability or expense incurred by reason of willful misfeasance,
      bad faith or gross negligence in

     


    
      
        
        

      

      
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    the
      performance of any of the Trustee’s or Securities Administrator’s, as the case
      may be, duties hereunder, (b) resulting from any tax or information return
      which was prepared by, or should have been prepared by, the Master Servicer
      and
      (c) arising out of the transfer of any ERISA Restricted Certificate or the
      Residual Certificate not in compliance with ERISA.  Without limiting
      the foregoing, except as otherwise agreed upon in writing by the Depositor
      and
      the Trustee or the Securities Administrator, and except for any such expense,
      disbursement or advance as may arise from the Trustee’s or the Securities
      Administrator’s gross negligence, bad faith or willful misconduct, the Trust
      shall reimburse the Trustee and the Securities Administrator for all reasonable
      expenses, disbursements and advances incurred or made by the Trustee or the
      Securities Administrator in accordance with any of the provisions of this
      Agreement to the extent permitted by Treasury Regulations
      Section 1.860G-1(b)(3)(ii) and (iii).  Except as otherwise
      provided herein, neither the Trustee nor the Securities Administrator shall
      be
      entitled to payment or reimbursement for any routine ongoing expenses incurred
      by the Trustee or the Securities Administrator, as applicable, in the ordinary
      course of its duties as Trustee or Securities Administrator, Certificate
      Registrar or Paying Agent hereunder or for any other expenses.  The
      provisions of this Section 9.11
      shall survive the termination of this Agreement or the resignation or removal
      of
      the Trustee or the Securities Administrator, as applicable,
      hereunder.

     

    Section
      9.12 Appointment
      of
      Custodian.

     

    The
      Trustee may at any time on or after the Closing Date, with the consent of the
      Depositor and the Master Servicer, appoint one or more Custodians to hold all
      or
      a portion of the Mortgage Files as agent for the Trustee, by entering into
      a
      custodial agreement in a form acceptable to the Depositor and the Master
      Servicer.  Subject to this Article IX, the Trustee agrees to enforce
      the terms and provisions thereof against the Custodian for the benefit of the
      Certificateholders. Each Custodian shall be a depository institution subject
      to
      supervision by federal or state authority, shall have a combined capital and
      surplus of at least $10,000,000 and shall be qualified to do business in the
      jurisdiction in which it holds any Mortgage File.

     

    Each
      Custodian shall indemnify the Depositor, the Sponsor, the Trustee, the Master
      Servicer, the Securities Administrator and any of their respective directors,
      officers, employees or agents and hold them harmless against any and all claims,
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments, and any other reasonable costs, fees and
      expenses that any of them may sustain in any way related to the failure of
      a
      Custodian to perform any of its obligations under Section
      3.21.  Notwithstanding the foregoing, in no event shall a
      Custodian be liable for any consequential, indirect or punitive damages pursuant
      to this Section
      9.12.

     

    Section
      9.13 Paying
      Agents.

     

    The
      Securities Administrator may appoint one or more Paying Agents (each, a “Paying
      Agent”) which shall be authorized to act on behalf of the Securities
      Administrator in making withdrawals from the Certificate Account and
      distributions to Certificateholders as provided in Section 3.09 and
Section 5.02.  Wherever
      reference is made in this Agreement to the withdrawal from the Certificate
      Account by the Securities Administrator, such reference shall be deemed to
      include such a withdrawal on behalf of the Securities Administrator by a Paying
      Agent.  Initially,

     


    
      
        
        

      

      
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    the
      Paying Agent shall be [__________].  Whenever reference is made in
      this Agreement to a distribution by the Securities Administrator or the
      furnishing of a statement by the Securities Administrator, such reference shall
      be deemed to include such a distribution or furnishing on behalf of the
      Securities Administrator by a Paying Agent.  Each Paying Agent shall
      provide to the Securities Administrator such information concerning the
      Certificate Account as the Securities Administrator shall request from time
      to
      time.  Each Paying Agent must be reasonably acceptable to the Master
      Servicer and must be a corporation or banking association organized and doing
      business under the laws of the United States of America or of any state, having
      (except in the case of the Trustee or the Securities Administrator) a principal
      office and place of business in New York, New York, having a combined capital
      and surplus of at least $15,000,000, authorized under such laws to do a trust
      business and subject to supervision or examination by federal or state
      authorities.  Any fees and expenses (but not including any indemnity
      payments) of a Paying Agent appointed pursuant to this Agreement shall be
      payable by the Securities Administrator out of its own funds and not out of
      any
      funds in the Trust Estate.

     

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

     

    Any
      Paying Agent may at any time resign by giving written notice of resignation
      to
      the Trustee, the Securities Administrator and to the Master Servicer; provided that the Paying
      Agent has returned to the Certificate Account or otherwise accounted, to the
      reasonable satisfaction of the Securities Administrator, for all amounts it
      has
      withdrawn from the Certificate Account.  The Securities Administrator
      may, upon prior written approval of the Master Servicer, at any time terminate
      the agency of any Paying Agent by giving written notice of termination to such
      Paying Agent and to the Master Servicer.  Upon receiving a notice of
      resignation or upon such a termination, or in case at any time any Paying Agent
      shall cease to be eligible in accordance with the provisions of the first
      paragraph of this Section 9.13,
      the Securities Administrator may appoint, upon prior written approval of the
      Master Servicer, a successor Paying Agent, shall give written notice of such
      appointment to the Master Servicer and shall mail notice of such appointment
      to
      all Certificateholders.  Any successor Paying Agent upon acceptance of
      its appointment hereunder shall become vested with all rights, powers, duties
      and responsibilities of its predecessor hereunder, with like effect as if
      originally named as Paying Agent. The Securities Administrator shall remain
      liable for any duties and obligations assumed by its appointed Paying
      Agent.

     

    Section
      9.14 Limitation
      of
      Liability.

     

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

     


    
      
        
        

      

      
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    Section
      9.15 Trustee
      or Securities
      Administrator May Enforce Claims Without Possession of
      Certificates.

     

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

     

    Section
      9.16 Suits
      for
      Enforcement.

     

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

     

    Section
      9.17 Waiver
      of Bond
      Requirement.

     

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

     

    Section
      9.18 Waiver
      of Inventory,
      Accounting and Appraisal Requirement.

     

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

     

    ARTICLE
      X                                


     

    


     

    TERMINATION

     

    Section
      10.01 Termination
      upon Purchase or
      Liquidation of All Mortgage Loans.

     

    Subject
      to Section 10.02,
      the respective obligations and responsibilities of the Depositor, the Master
      Servicer, the Securities Administrator and the Trustee created hereby (other
      than the obligation of the Securities Administrator to make certain payments
      to
      Certificateholders after the Final Distribution Date and to send certain notices
      as hereinafter set forth and the obligations of the Securities Administrator
      pursuant to Sections 5.05(b) and
5.06(b))
      shall
      terminate upon the

     


    
      
        
        

      

      
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    last
      action required to be taken by the Securities Administrator on the Final
      Distribution Date pursuant to this Article X following the earlier of
      (a) the purchase by the [__________] of all of the Mortgage Loans and all
      related REO Property remaining in the Trust Estate at a price equal to the
      sum
      of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than
      any Mortgage Loan as to which REO Property has been acquired and whose fair
      market value is included pursuant to clause (y) below), (y) the fair market
      value of such REO Property plus one month’s interest at the related Mortgage
      Interest Rate on the unpaid principal balance of each Mortgage Loan (including
      any Mortgage Loan as to which REO Property has been acquired) and (z) any
      Reimbursement Amount owed to the Trust pursuant to Section 2.02 related
      to a Mortgage Loan or (b) the final payment or other liquidation (or any advance
      with respect thereto) of the last Mortgage Loan remaining in the Trust Estate
      or
      the disposition of all REO Property.

     

    No
      party
      may exercise its purchase option with respect to the applicable Mortgage Loans,
      until all Reimbursement Amounts for such Mortgage Loans have been
      paid.  The Securities Administrator shall notify the Sponsor, upon
      notice of a party’s intent to exercise its purchase option of any related
      Reimbursement Amount outstanding.

     

    Regardless
      of the foregoing, in no event shall the Trust created hereby continue beyond
      the
      expiration of 21 years from the death of the last survivor of the
      descendants of Joseph P. Kennedy, the late ambassador of the United States
      to
      the Court of St. James, living on the date hereof.

     

    The
      right
      of [__________] to exercise its purchase option with respect to (a) the Group
      J
      Mortgage Loans is conditioned upon (i) the aggregate Stated Principal Balance
      of
      all the Group J Mortgage Loans being less than 10% of the aggregate unpaid
      principal balance of all the Group J Mortgage Loans as of the Cut-off Date
      and
      (ii) the purchase price calculated pursuant to clause (a) of the first paragraph
      of this Section
      10.01 with respect to the Group J Mortgage Loans and related REO
      Properties being less than or equal to the aggregate fair market value of the
      Group J Mortgage Loans (other than any Group J Mortgage Loan as to which REO
      Property has been acquired) and the related REO Properties; provided, however,
      that this clause
      (ii) shall not apply to any purchase by [__________] if, at the time of the
      purchase, the [__________] is no longer subject to regulation by the Office
      of
      the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS and
      (b) the Group X Mortgage Loans is conditioned upon (i) the aggregate Stated
      Principal Balance of all the Group X Mortgage Loans being less than 10% of
      the
      aggregate unpaid principal balance of all the Group X Mortgage Loans as of
      the
      Cut-off Date and (ii) the purchase price calculated pursuant to clause (a)
      of
      the first paragraph of this Section 10.01 with
      respect to the Group X Mortgage Loans and related REO Properties being less
      than
      or equal to the aggregate fair market value of the Group X Mortgage Loans (other
      than any Group X Mortgage Loan as to which REO Property has been acquired)
      and
      the related REO Properties; provided, however,
      that this clause
      (ii) shall not apply to any purchase by the [__________] if, at the time of
      the
      purchase, the [__________] is no longer subject to regulation by the Office
      of
      the Comptroller of the Currency, the FDIC, the Federal Reserve or the
      OTS.  Fair market value for purposes of this paragraph and the first
      paragraph of this Section 10.01 will be
      determined by the [__________] as of the close of business on the third Business
      Day next preceding the date upon which notice of any such termination is
      furnished to Certificateholders pursuant to this Article X.  If such
      right is exercised, the Trustee (or Custodian on the Trustee’s behalf) shall,
      promptly

     


    
      
        
        

      

      
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    following
      payment of the purchase price, release to the [__________] or its designee
      the
      Mortgage Files pertaining to the Mortgage Loans being purchased.  The
      [__________]’s right, title and interest in and to such purchased Mortgage Loans
      and the related Mortgage Files shall be subject to the servicing rights of
      the
      Servicers pursuant to the related Servicing Agreements.

     

    Notice
      of
      the exercise of any purchase option pursuant to this Section 10.01 and
      notice of any termination of the Trust or any portion of the Trust, specifying
      the Final Distribution Date or the applicable Distribution Date, upon which
      the
      applicable Certificateholders may surrender their Certificates to the Securities
      Administrator for payment of the final distribution and for cancellation, shall
      be given promptly by the Securities Administrator by letter to the
      Certificateholders mailed not earlier than the 10th day and not later than
      the 15th day of the month next preceding the month of such final
      distribution specifying (1) the Final Distribution Date or the applicable
      Distribution Date, upon which final payment of the applicable Certificates
      will
      be made upon presentation and surrender of such Certificates at the office
      or
      agency of the Securities Administrator therein designated, (2) the amount
      of any such final payment and (3) that the Record Date otherwise applicable
      to such Distribution Date is not applicable, payments being made only upon
      presentation and surrender of the applicable Certificates at the office or
      agency of the Securities Administrator therein specified.

     

    Upon
      the
      exercise of its purchase option, the applicable party shall remit to the
      Securities Administrator for deposit to the Certificate Account on or before
      the
      Final Distribution Date or the applicable Distribution Date, in immediately
      available funds an amount equal to the amount necessary to make the amount,
      if
      any, on deposit in the Certificate Account on such Final Distribution Date
      or
      Distribution Date, as applicable, equal to the purchase price for the related
      assets of the Trust Estate or any portion of the Trust Estate computed as above
      provided together with a statement as to the amount to be distributed on each
      applicable Class of Certificates pursuant to the next succeeding
      paragraph.

     

    Upon
      the
      exercise of any purchase option pursuant to this Section 10.01, the
      Trustee shall assign to the applicable party exercising its purchase option
      each
      of the applicable mortgage loan representations and warranties made pursuant
      to
      the applicable Servicing Agreement and the Mortgage Loan Purchase Agreement,
      without recourse, representation or warranty.  Not less than five (5)
      Business Days prior to the Final Distribution Date, the Securities Administrator
      shall notify the Depositor of the amount of any unpaid Reimbursement Amount
      owed
      to the Trust and the Sponsor shall deposit such amount in the Certificate
      Account not later than the Business Day preceding the Final Distribution
      Date.

     

    Upon
      presentation and surrender of the Certificates, the Securities Administrator
      shall cause to be distributed to Certificateholders of each Class, in the order
      set forth in Section
      5.02 hereof, on the Final Distribution Date and in proportion to their
      respective Percentage Interests, with respect to Certificateholders of the
      same
      Class, an amount equal to (I) as to each Class of Certificates, the Class
      Certificate Balance thereof plus accrued interest thereon, and (II) as to
      the Class 2-A-R Certificate, the amounts, if any, which remain on deposit (or
      are deemed to remain on deposit) in the Upper-Tier Certificate Sub-Account,
      the
      Middle-Tier Certificate Sub-Account, the Lower-Tier Certificate Sub-Account
      and
      the Certificate Account, respectively (other than the amounts retained to meet
      claims) after application pursuant to clause (I) above.  An
      amount shall be distributed in respect of interest and principal to the
      Uncertificated Lower-Tier Interests and

     


    
      
        
        

      

      
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    the
      Uncertificated Middle-Tier Interests in the same manner as principal and
      interest are distributed to the Uncertificated Lower-Tier Interests and the
      Uncertificated Middle-Tier Interests, respectively, as provided in Section
      5.02.

     

    If
      the
      applicable Certificateholders do not surrender their Certificates for final
      payment and cancellation on or before the Final Distribution Date, the
      Securities Administrator shall on such date cause all related funds in the
      Certificate Account not distributed in final distribution to such
      Certificateholders of such Group to continue to be held by the Securities
      Administrator in an Eligible Account for the benefit of such Certificateholders
      and the Securities Administrator shall give a second written notice to the
      remaining applicable Certificateholders to surrender their Certificates for
      cancellation and receive a final distribution with respect
      thereto.  If within one (1) year after the second notice all the
      applicable Certificates shall not have been surrendered for cancellation, the
      Securities Administrator may take appropriate steps, or may appoint an agent
      to
      take appropriate steps, to contact the remaining applicable Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds on deposit in such Eligible Account.

     

    Section
      10.02 Additional
      Termination
      Requirements.

     

    (a) (i)  If
      a party exercises its purchase option as provided in Section 10.01,
      the related REMIC or REMICs shall be terminated in accordance with the following
      additional requirements, unless the Securities Administrator and the Trustee
      have received an Opinion of Counsel to the effect that the failure of the Trust
      to comply with the requirements of this Section 10.02
      will not (x) result in the imposition of taxes on “prohibited transactions”
or “prohibited contributions” in respect of any REMIC created hereunder as
      defined in the REMIC Provisions, or (y) cause any REMIC created hereunder
      to fail to qualify as a REMIC at any time that any related Certificates are
      outstanding:

     

    (ii) Within
      90
      days prior to the related Final Distribution Date set forth in the notice given
      by the Securities Administrator pursuant to Section 10.01, the
      Securities Administrator shall adopt plans of liquidation for each related
      REMIC
      created hereunder specifying the first day in the 90-day liquidation period
      and
      meeting the requirements of a “qualified liquidation” under Section 860F of the
      Code and any regulations thereunder.  The Securities Administrator
      shall attach such plans of liquidation to each related REMIC’s final tax
      return;

     

    (iii) During
      such 90-day liquidation period, and at or prior to the time of making the final
      payment on the related Certificates, the Trustee shall sell the related Mortgage
      Loans and REO Properties to the [__________], for cash;

     

    (iv) On
      the
      date specified for final payment on the related Certificates, the Securities
      Administrator shall make final distributions of principal and interest on the
      related Certificates in accordance with Section 5.02 and
      shall distribute or credit, or cause to be distributed or credited, to the
      Holder of the Residual Certificate all cash on hand in the related REMICs after
      such final payment (other than cash retained to meet claims) in complete
      liquidation of the related REMICs; and

     


    
      
        
        

      

      
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    (v) The
      Middle-Tier REMIC and the Upper-Tier REMIC will be terminated on the same date
      that the Lower-Tier REMIC is terminated.

     

    (b) By
      its
      acceptance of the Residual Certificate, the Holder thereof hereby agreed to
      take
      such other action in connection with such plan of complete liquidation as may
      be
      reasonably requested by the Depositor, the Trustee or the Securities
      Administrator and if such action is not requested, is deemed to adopt such
      a
      plan of complete liquidation when the related Mortgage Loans are purchased
      pursuant to Section 10.01.

     

    ARTICLE
      XI

     

    


     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01 Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, the Master
      Servicer, the Securities Administrator and the Trustee, without the consent
      of
      any of the Certificateholders, (i) to cure any ambiguity or mistake,
      (ii) to correct or supplement any provisions herein or therein which may be
      inconsistent with any other provisions of this Agreement, any amendment to
      this
      Agreement or the related Prospectus Supplement, (iii) to modify, eliminate
      or add to any of its provisions to such extent as shall be necessary to maintain
      the qualification of any REMIC created hereunder as a REMIC within the meaning
      of the Code and related regulations at all times that any related Certificates
      are outstanding or to avoid or minimize the risk of the imposition of any tax
      on
      any REMIC created hereunder pursuant to the Code that would be a claim against
      the Trust Estate, provided that (a) the
      Trustee and the Securities Administrator have received an Opinion of Counsel
      to
      the effect that such action is necessary or desirable to maintain such
      qualification or to avoid or minimize the risk of the imposition of any such
      tax
      and (b) such action shall not, as evidenced by such Opinion of Counsel,
      adversely affect in any material respect the interests of any Certificateholder,
      (iv) to change the timing and/or nature of deposits into the Certificate
      Account provided that
      (a) such change shall not, as evidenced by an Opinion of Counsel, adversely
      affect in any material respect the interests of any Certificateholder and
      (b) such change shall not adversely affect the then-current rating of the
      Certificates as evidenced by a letter from each Rating Agency rating such
      Certificates to such effect, and (v) to make any other provisions with
      respect to matters or questions arising under this Agreement which shall not
      be
      materially inconsistent with the provisions of this Agreement, provided that such action
      shall not, as evidenced by an Opinion of Counsel, adversely affect in any
      material respect the interests of any Certificateholder, provided that the amendment
      shall not be deemed to adversely affect in any material respect the interests
      of
      the Certificateholders and no Opinion of Counsel to that effect shall be
      required if the Person requesting the amendment obtains a letter from each
      Rating Agency stating that the amendment would not result in the downgrading
      or
      withdrawal of the respective ratings then assigned to the
      Certificates.  Notwithstanding any contrary provision of this
      Agreement, the Trustee shall not consent to any amendment to this Agreement
      pursuant to clause (i) through (vi) above unless it shall have first
      received an Opinion of Counsel to the effect that such amendment shall not
      cause
      the imposition of any tax on any REMIC created hereunder or the
      Certificateholders or cause any REMIC created hereunder to fail to qualify
      as a
      REMIC within the meaning of the Code and related regulations at any time that
      any Certificates are outstanding.

     


    
      
        
        

      

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

     

    Prior
      to
      the solicitation of consent of Certificateholders in connection with any such
      amendment, the party seeking such amendment shall furnish the Trustee and the
      Securities Administrator with an Opinion of Counsel stating that such amendment
      would not adversely affect the qualification of any REMIC created hereunder
      as a
      REMIC within the meaning of the Code and related regulations or result in the
      imposition of any tax on any REMIC created hereunder and notice of the
      conclusion expressed in such Opinion of Counsel shall be included with any
      such
      solicitation.

     

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

     

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

     

    Prior
      to
      the execution of any amendment to this Agreement, each of the Trustee and the
      Securities Administrator shall receive and be entitled to conclusively rely
      on
      any Opinion of Counsel (at the expense of the Person seeking such amendment)
      stating that such amendment is authorized and permitted by this
      Agreement.  The Trustee and the Securities Administrator may, but
      shall not be obligated to, enter into any such amendment which affects the
      Trustee’s or the Securities Administrator’s own rights, duties or immunities
      under this Agreement.

     

    Section
      11.02 Recordation
      of Agreement;
      Counterparts.

     

    This
      Agreement is subject to recordation in all appropriate public offices for real
      property records in all the counties or other comparable jurisdictions in which
      any or all of the properties subject to the Mortgages are situated, and in
      any
      other appropriate public recording office or elsewhere, such recordation to
      be
      effected by the Securities Administrator at its expense at the direction of
      Holders of Certificates evidencing not less than 50% of all Voting Rights,
      but
      only upon delivery to the Securities Administrator at the expense of the
      requesting Certificateholders of an Opinion of Counsel to the effect that such
      recordation materially and beneficially affects the interests of
      Certificateholders.

     


    
      
        
        

      

      
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    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      11.03 Limitation
      on Rights of
      Certificateholders.

     

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

     

    No
      Certificateholder shall have any right to vote (except as provided herein)
      or in
      any manner otherwise control the operation and management of the Trust, or
      the
      obligations of the parties hereto, nor shall anything herein set forth, or
      contained in the terms of the Certificates, be construed so as to constitute
      the
      Certificateholders from time to time as partners or members of an association;
      nor shall any Certificateholder be under any liability to any third person
      by
      reason of any action taken by the parties to this Agreement pursuant to any
      provision hereof.

     

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

     

    Section
      11.04 Governing
      Law.

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HEREUNDER SHALL BE

     


    
      
        
        

      

      
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    DETERMINED
      IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS
      THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

     

    With
      respect to any claim arising out of this Agreement, each party irrevocably
      submits to the exclusive jurisdiction of the courts of the State of New York
      and
      the United States District Court located in the Borough of Manhattan in The
      City
      of New York, and each party irrevocably waives any objection which it may have
      at any time to the laying of venue of any suit, action or proceeding arising
      out
      of or relating hereto brought in any such courts, irrevocably waives any claim
      that any such suit, action or proceeding brought in any such court has been
      brought in any inconvenient forum and further irrevocably waives the right
      to
      object, with respect to such claim, suit, action or proceeding brought in any
      such court, that such court does not have jurisdiction over such party, provided that service of
      process has been made by any lawful means.

     

    Section
      11.05 Notices.

     

    All
      demands, notices, instructions, directions, requests and communications required
      or permitted to be delivered hereunder shall be in writing and shall be deemed
      to have been duly given if personally delivered at or mailed by certified mail,
      return receipt requested, (provided, however,
      that notices to the
      Securities Administrator may be delivered by facsimile and shall be deemed
      effective upon receipt) to (a) in the case of the Depositor, Banc of
      America Funding Corporation, 214 North Tryon Street, Charlotte, North
      Carolina  28255, Attention:  Scott Evans, with a copy to:
      Bank of America Legal Department, 101 South Tryon Street, 30th Floor,
      NC1-002-29-01, Charlotte, North Carolina 28255, Attention:  Associate
      General Counsel, (b) in the case of the Master Servicer, [__________],
      Attention: [__________], (c) in the case of the Securities Administrator,
      [__________], Attention: [__________], (d) in the case of the Trustee,
      [__________],[__________], Attention: [__________], (e) in the case of
      [__________],[__________], Attention:  [__________], (f) in the case
      of [__________],[__________], Attn:  [__________], and (g) in the
      case of [__________],[__________], Attn: [__________] or, as to each party,
      at such other address as shall be designated by such party in a written notice
      to each other party.  Any notice required or permitted to be mailed to
      a Certificateholder shall be given by first class mail, postage prepaid, at
      the
      address of such Holder as shown in the Certificate Register.  Any
      notice to a Certificateholder so mailed within the time prescribed in this
      Agreement shall be conclusively presumed to have been duly given, whether or
      not
      the Certificateholder receives such notice.

     

    Section
      11.06 Severability
      of
      Provisions.

     

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

     

    Section
      11.07 Certificates
      Nonassessable
      and Fully Paid.

     


    
      
        
        

      

      
        129

        
          

        

      

      
        
        

      

    


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

     

    Section
      11.08 Access
      to List of
      Certificateholders.

     

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

     

    If
      three
      or more Certificateholders apply in writing to the Securities Administrator,
      and
      such application states that the applicants desire to communicate with other
      Certificateholders with respect to their rights under this Agreement or under
      the Certificates and is accompanied by a copy of the communication which such
      applicants propose to transmit, then the Securities Administrator shall, within
      five (5) Business Days after the receipt of such application, afford such
      applicants access during normal business hours to the most recent list of
      Certificateholders held by the Securities Administrator.  If such a
      list is as of a date more than 90 days prior to the date of receipt of such
      applicants’ request, the Securities Administrator shall promptly request from
      the Certificate Registrar a current list as provided above, and shall afford
      such applicants access to such list promptly upon receipt.

     

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

     

    Section
      11.09 Recharacterization.

     

    The
      parties to this Agreement intend the conveyance by the Depositor to the Trustee
      of all of its right, title and interest in and to the Mortgage Loans and the
      related Mortgage Files, including all interest and principal received on or
      with
      respect to the Mortgage Loans (other than payments of principal and interest
      due
      and payable on the Mortgage Loans on or before the Cut-off Date) and the
      Depositor’s rights under the Mortgage Loan Purchase Agreement, including the
      rights of the Depositor as assignee of the Sponsor with respect to the Sponsor’s
      rights under the Servicing Agreements pursuant to this Agreement to constitute
      a
      purchase and sale and not a loan.  Notwithstanding the foregoing, to
      the extent that such conveyance is held not to constitute a sale under
      applicable law, it is intended that this Agreement shall constitute a security
      agreement under applicable law and that the Depositor shall be deemed to have
      granted to the Trustee a first priority security interest in all of the
      Depositor’s right, title and interest in and to the Mortgage Loans.

     


    
      
        
        

      

      
        130

        
          

        

      

      
        
        

      

    


    Section
      11.10 Regulation
      AB Compliance;
      Intent of the Parties; Reasonableness.

     

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

     

    Section
      11.11 Third
      Party
      Beneficiary.

     

    Nothing
      in this Agreement or in the Certificates, expressed or implied, shall give
      to
      any Person, other than the Certificateholders, the parties hereto and their
      successors hereunder, any benefit or any legal or equitable right, remedy or
      claim under this Agreement.

     

    Section
      11.12 Insolvency.

     

    The
      Master Servicer, the Depositor and Trustee shall each notify the Securities
      Administrator of any of the events enumerated in Item 1.03 of Form 8-K with
      respect to such party upon the occurrence thereof and shall provide the
      Securities Administrator with all information required by the Securities
      Administrator to comply with its reporting obligation under Item 1.03 of Form
      8-K, any such notice and related information to be provided promptly (but in
      no
      event later than one Business Day) after the occurrence of such
      event.

     


    
      
        
        

      

      
        131

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Depositor, the Master Servicer, the Securities
      Administrator and the Trustee have caused this Agreement to be duly executed
      by
      their respective officers thereunto duly authorized to be hereunto affixed,
      all
      as of the day and year first above written.

     

    BANC
      OF
      AMERICA FUNDING CORPORATION, as Depositor

     

    By:      ______________________________________________                                                          
      

    Name:

    Title:

     

    [____________________],
      as Master Servicer

     

    By:    ______________________________________________                                                            
      

    Name:

    Title:

     

    [____________________],
      as Securities Administrator

     

    By:     ______________________________________________                                                           
      

    Name:

    Title:

     

    [____________________],
      as Trustee

     

    By:   ______________________________________________                                                             
      

    Name:

    Title:

     

    [Signature
      Page to the Pooling and Servicing Agreement]

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF
      NORTH
      CAROLINA                      
)

    )           
      ss.:

    COUNTY
      OF
      MECKLENBURG                        
)

    )

     

    On
      the __
      day of [month], [year], before me, a notary public in and for the State of
      North
      Carolina, personally appeared _____________, known to me who, being by me duly
      sworn, did depose and say that 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 such corporation.


    _______________________________________

    Notary
      Public

     

    [Notarial
      Seal]

     

    My
      commission expires ___________.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    STATE
      OF
      [__________________]    )           
      

    
                                                        
                                 
)      ss:

    

    COUNTY
      OF
      [___________                         
)

        
              )

    


    On
      the
      ___ day of [month], [year], before me, a notary public in and for the State
      of
      ______________, personally appeared ____________, known to me who, being by
      me
      duly sworn, did depose and say that he is an ______________ of ____________,
      a
      ____________, one of the parties that executed the foregoing instrument; and
      that he signed his name thereto by order of the Board of Directors of such
      association.

    
                                              

________________________

    Notary
      Public

    


    [Notarial
      Seal]

    


    My
      commission expires __________.

     

    


    


    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      STATE
        OF
        [__________________]    )           
        

      
                                                          
                                   
)      ss:

      

      COUNTY
        OF
        [___________                         
)

          
                )

    

    


    On
      the
      ___ day of [month], [year], before me, a notary public in and for the State
      of
      ______________, personally appeared ____________, known to me who, being by
      me
      duly sworn, did depose and say that he is an ______________ of ____________,
      a
      ____________, one of the parties that executed the foregoing instrument; and
      that he signed his name thereto by order of the Board of Directors of such
      association.

     

    


     

    


    


          
      ________________________

    Notary
      Public

    


    [Notarial
      Seal]

    


    My
      commission expires __________.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      STATE
        OF
        [__________________]    )           
        

      
                                                          
                                   
)      ss:

      

      COUNTY
        OF
        [___________                         
)

          
                )

    


                                                  
      ________________________


    On
      the
      ___ day of [month], [year], before me, a notary public in and for the State
      of
      ______________, personally appeared ____________, known to me who, being by
      me
      duly sworn, did depose and say that he is an ______________ of ____________,
      a
      ____________, one of the parties that executed the foregoing instrument; and
      that he signed his name thereto by order of the Board of Directors of such
      association.

     

    


                                              
      ________________________
                                                                                                                                       
      Notary Public

     

    [Notarial
      Seal]

     

    My
      commission expires __________.

    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-1A1

     

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

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      1-A-1

    


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

     

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

     

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

     


    
      
        
        

      

      
        A-1A1-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      1-A-1

     

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

     

    


     

    Banc
      of
      America Funding Corporation, as Depositor

     

    Certificate
      No.:

     

    Cut-off
      Date:                                                  [__________]

     

    First
      Distribution
      Date:                                 [__________]

     

    Initial
      Certificate

     

    Balance
      of this

     

    Certificate:                                                      
      $

     

    Initial
      Class Certificate

     

    Balance
      of this
      Class:                                   $[__________]

     

    Pass-Through
      Rate:                                     
Variable Rate

     

    CUSIP
      No.:                                                     [__________]

     

    ISIN
      No.:                                                       
[__________]

     

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master Servicer,
      the
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this

     


    
      
        
        

      

      
        A-1A1-2

        
          

        

      

      
        
        

      

    


    Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*

     

    



    
      
        
        

      

      
        A-1A1-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-1A2

     

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

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      1-A-2

    


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

     

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

     

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

     


    
      
        
        

      

      
        A-1A2-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      1-A-2

     

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

     

    


     

    Banc
      of
      America Funding Corporation, as Depositor

     

    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this 

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable
                Rate

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master Servicer,
      the
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this

     


    
      
        
        

      

      
        A-1A2-2

        
          

        

      

      
        
        

      

    


    Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*

    



    
      
        
        

      

      
        A-1A2-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-2AR

     

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

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      2-A-R

     

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

     

    TRANSFER
      OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER RESTRICTIONS
      DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT.  ANY
      ATTEMPTED OR PURPORTED TRANSFER OF
      THIS CLASS 2-A-R CERTIFICATE IN VIOLATION OF SUCH RESTRICTIONS SHALL BE
      ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN THE PURPORTED
      TRANSFEREE.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO A PLAN (AS DEFINED IN THE POOLING
      AND SERVICING AGREEMENT)

     


    
      
        
        

      

      
        A-2AR-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      2-A-R

    


    evidencing
      a 100% Percentage Interest in the distributions allocable to the Certificate
      of
      the above-referenced Class with respect to a Trust consisting of four loan
      groups of fully-amortizing [adjustable] interest rate mortgage loans (the
“Mortgage Loans”) secured by first liens on one- to four-family residential
      properties deposited by

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $[__________]

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of 100% Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”) and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master Servicer,
      the
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this

     


    
      
        
        

      

      
        A-2AR-2

        
          

        

      

      
        
        

      

    


    Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    Any
      distribution of the proceeds of any remaining assets of the applicable
      subaccounts of the Certificate Account will be made only upon presentment and
      surrender of this Class 2-A-R Certificate at the
      Corporate Trust Office.

     

    Each
      Person who has or who acquires this Class 2-A-R Certificate shall be deemed
      by
      the acceptance or acquisition thereof to have agreed to be bound by the
      following provisions and the rights of each Person acquiring this Class 2-A-R
      Certificate are expressly subject to the following provisions: (i) each Person
      holding or acquiring this Class 2-A-R Certificate shall be a Permitted
      Transferee and shall promptly notify the Securities Administrator of any change
      or impending change in its status as a Permitted Transferee; (ii) no Person
      shall acquire an ownership interest in this Class 2-A-R Certificate unless
      such
      ownership interest is a pro
      rata undivided interest; (iii) in connection with any proposed transfer
      of this Class 2-A-R Certificate, the Securities Administrator shall require
      delivery to it, in form and substance satisfactory to it, of an affidavit in
      the
      form of Exhibit
      I to the Pooling and Servicing Agreement and a certificate substantially
      in the form set forth in Exhibit T to the
      Pooling and Servicing Agreement; (iv) notwithstanding the delivery of an
      affidavit by a proposed transferee under clause (iii) above, if a Responsible
      Officer of the Securities Administrator has actual knowledge that the proposed
      transferee is not a Permitted Transferee, no transfer of any Ownership Interest
      in this Class 2-A-R Certificate to such proposed transferee shall be effected;
      (v) this Class 2-A-R Certificate may not be purchased by or transferred to
      any
      Person that is not a U.S. Person, unless (A) such Person holds this Class 2-A-R
      Certificate in connection with the conduct of a trade or business within the
      United States and furnishes the transferor and the Securities Administrator
      with
      an effective Internal Revenue Service Form W-8ECI (or any successor thereto)
      or
      (B) the transferee delivers to both the transferor and the Securities
      Administrator an Opinion of Counsel from a nationally-recognized tax counsel
      to
      the effect that such transfer is in accordance with the requirements of the
      Code
      and the regulations promulgated thereunder and that such transfer of this Class
      2-A-R Certificate will not be disregarded for federal income tax purposes;
      (vi)
      any attempted or purported transfer of this Class 2-A-R Certificate in violation
      of the provisions of such restrictions shall be absolutely null and void and
      shall vest no rights in the purported transferee; and (vii) if any Person other
      than a Permitted Transferee acquires the Class 2-A-R Certificate in violation
      of
      such restrictions, then the Securities Administrator, based on information
      provided to the Securities Administrator by the Master Servicer, will provide
      to
      the Internal Revenue Service, and to the Persons specified in Section 860E(e)(3)
      and (6) of the Code, information needed to compute the tax imposed under Section
      860E(e) of the Code on transfers of residual interests to disqualified
      organizations.

     

    This
      Class 2-A-R Certificate may
      not be purchased by or transferred to any Plan (as defined in the Pooling and
      Servicing Agreement).

     

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

     


    
      
        
        

      

      
        A-2AR-3

        
          

        

      

      
        
        

      

    


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

     

    *           
      *           
*

     


    
      
        
        

      

      
        A-2AR-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-2A1

     

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

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      2-A-1

    


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

     

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

     

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

     


    
      
        
        

      

      
        A-2A1-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      2-A-1

     

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

     

    


     

    Banc
      of
      America Funding Corporation, as Depositor

     

    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master Servicer,
      the
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this

     


    
      
        
        

      

      
        A-2A1-2

        
          

        

      

      
        
        

      

    


    Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        A-2A1-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-2A2

     

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

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      2-A-2

    


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

     

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

     

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

     


    
      
        
        

      

      
        A-2A2-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      2-A-2

     

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

     

    


     

    Banc
      of
      America Funding Corporation, as Depositor

     

    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master Servicer,
      the
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this

     


    
      
        
        

      

      
        A-2A2-2

        
          

        

      

      
        
        

      

    


    Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        A-2A2-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3A1

     

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

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      3-A-1

    


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

     

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

     

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

     


    
      
        
        

      

      
        A-3A1-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      3-A-1

     

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

     

    


     

    Banc
      of
      America Funding Corporation, as Depositor

     

    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master Servicer,
      the
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this

     


    
      
        
        

      

      
        A-3A1-2

        
          

        

      

      
        
        

      

    


    Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        A-3A1-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3A2

     

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

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      3-A-2

    


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

     

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

     

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

     


    
      
        
        

      

      
        A-3A2-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      3-A-2

     

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

     

    Banc
      of
      America Funding Corporation, as Depositor

     

    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer

     


    
      
        
        

      

      
        A-3A2-2

        
          

        

      

      
        
        

      

    


    and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*

     


    
      
        
        

      

      
        A-3A2-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3A3

     

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

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      3-A-3

    


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

     

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

     

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

     


    
      
        
        

      

      
        A-3A3-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      3-A-3

     

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

     

    Banc
      of
      America Funding Corporation, as Depositor

     

    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer

     


    
      
        
        

      

      
        A-3A3-2

        
          

        

      

      
        
        

      

    


    and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*

     


    
      
        
        

      

      
        A-3A3-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3A4

     

    [FORM
      OF
      FACE OF CLASS 3-A-4 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      3-A-4

    


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

     

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

     

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

     


    
      
        
        

      

      
        A-3A4-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      3-A-4

     

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

     

    Banc
      of
      America Funding Corporation, as Depositor

     

    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Notional

            	 
	
              Amount
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Notional

            	 
	
              Amount
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              [_____]%

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation Banc of America Funding Corporation (the
“Depositor”).  The Trust was created pursuant to a Pooling and
      Servicing Agreement, dated [__________] (the “Pooling and Servicing Agreement”),
      among the Depositor, [__________], as master servicer (the “Master Servicer”),
      and securities administrator (the “Securities Administrator”), and [__________],
      as trustee (the “Trustee”).  To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the Pooling and
      Servicing Agreement.  This Certificate is issued under and is subject
      to the terms, provisions and conditions of the Pooling and Servicing Agreement,
      to which Pooling and Servicing Agreement the Holder of this Certificate by
      virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    This
      Class 3-A-4 Certificate is not entitled to any distributions with respect to
      principal.  After the Distribution Date in [month] [year], no interest
      will accrue on the Class 3-A-4 Certificate.

     


    
      
        
        

      

      
        A-3A4-2

        
          

        

      

      
        
        

      

    


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

     

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

     

    *           
      *           
*

     


    
      
        
        

      

      
        A-3A4-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-4A1

     

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

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      4-A-1

    


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

     

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

     

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

     


    
      
        
        

      

      
        A-4A1-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      4-A-1

     

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

     

    Banc
      of
      America Funding Corporation, as Depositor

     

    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master Servicer,
      the
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this

     


    
      
        
        

      

      
        A-4A1-2

        
          

        

      

      
        
        

      

    


    Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        A-4A1-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-4A2

     

    [FORM
      OF
      FACE OF CLASS 4-A-2 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      4-A-2

    


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

     

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

     

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

     


    
      
        
        

      

      
        A-4A2-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      4-A-2

     

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

     

    Banc
      of
      America Funding Corporation, as Depositor

     

    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer

     


    
      
        
        

      

      
        A-4A2-2

        
          

        

      

      
        
        

      

    


    and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*

     


    
      
        
        

      

      
        A-4A2-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-4A3

     

    [FORM
      OF
      FACE OF CLASS 4-A-3 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      4-A-3

    


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

     

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

     

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

     


    
      
        
        

      

      
        A-4A3-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

     

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

     

    Class
      4-A-3

     

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

     

    Banc
      of
      America Funding Corporation, as Depositor

     

    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer

     


    
      
        
        

      

      
        A-4A3-2

        
          

        

      

      
        
        

      

    


    and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*

     


    
      
        
        

      

      
        A-4A3-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-JB1

     

    [FORM
      OF
      FACE OF CLASS J-B-1 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-1

    


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

     

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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    IN
      THE
      EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS EQUIVALENT,
      NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
      SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
      THE
      POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-JB1-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-1

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer

     


    
      
        
        

      

      
        B-JB1-2

        
          

        

      

      
        
        

      

    


    and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        B-JB1-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-JB2

     

    [FORM
      OF
      FACE OF CLASS J-B-2 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-2

    


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

     

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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    IN
      THE
      EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS EQUIVALENT,
      NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
      SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
      THE
      POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-JB2-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-2

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer

     


    
      
        
        

      

      
        B-JB2-2

        
          

        

      

      
        
        

      

    


    and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        B-JB2-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B- JB3

     

    [FORM
      OF
      FACE OF CLASS J-B-3 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-3

    


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

     

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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    IN
      THE
      EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS EQUIVALENT,
      NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
      SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
      THE
      POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-JB3-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-3

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master Servicer
      and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this

     


    
      
        
        

      

      
        B-JB3-2

        
          

        

      

      
        
        

      

    


    Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        B-JB3-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-JB4

     

    [FORM
      OF
      FACE OF CLASS J-B-4 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-4

    


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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
      EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
      WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING
      AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING
      AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-JB4-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-4

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer

     


    
      
        
        

      

      
        B-JB4-2

        
          

        

      

      
        
        

      

    


    and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        B-JB4-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-JB5

     

    [FORM
      OF
      FACE OF CLASS J-B-5 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-5

    


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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
      EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
      WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING
      AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING
      AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-JB5-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-5

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer,

     


    
      
        
        

      

      
        B-JB5-2

        
          

        

      

      
        
        

      

    


    the
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        B-JB5-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-JB6

     

    [FORM
      OF
      FACE OF CLASS J-B-6 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-6

    


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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
      EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
      WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING
      AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING
      AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-JB6-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      J-B-6

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer,

     


    
      
        
        

      

      
        B-JB6-2

        
          

        

      

      
        
        

      

    


    the
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        B-JB6-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-XB1

     

    [FORM
      OF
      FACE OF CLASS X-B-1 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-1

    


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

     

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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    IN
      THE
      EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS EQUIVALENT,
      NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
      SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
      THE
      POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-XB1-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-1

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer

     


    
      
        
        

      

      
        B-XB1-2

        
          

        

      

      
        
        

      

    


    and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        B-XB1-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-XB2

     

    [FORM
      OF
      FACE OF CLASS X-B-2 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-2

    


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

     

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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    IN
      THE
      EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS EQUIVALENT,
      NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
      SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
      THE
      POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-XB2-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-2

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer

     


    
      
        
        

      

      
        B-XB2-2

        
          

        

      

      
        
        

      

    


    and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        B-XB2-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-XB3

     

    [FORM
      OF
      FACE OF CLASS X-B-3 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-3

    


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

     

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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    IN
      THE
      EVENT THAT THIS CERTIFICATE IS NO LONGER RATED AT LEAST BBB- OR ITS EQUIVALENT,
      NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND
      SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF
      THE
      POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-XB3-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-3

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master Servicer
      and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this

     


    
      
        
        

      

      
        B-XB3-2

        
          

        

      

      
        
        

      

    


    Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        B-XB3-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-XB4

     

    [FORM
      OF
      FACE OF CLASS X-B-4 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-4

    


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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
      EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
      WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING
      AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING
      AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-XB4-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-4

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer

     


    
      
        
        

      

      
        B-XB4-2

        
          

        

      

      
        
        

      

    


    and
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

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

     

    *           
      *           
*

    


    



    
      
        
        

      

      
        B-XB4-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-XB5

     

    [FORM
      OF
      FACE OF CLASS X-B-5 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-5

    


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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
      EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
      WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING
      AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING
      AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-XB5-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-5

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer,

     


    
      
        
        

      

      
        B-XB5-2

        
          

        

      

      
        
        

      

    


    the
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        B-XB5-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-XB6

     

    [FORM
      OF
      FACE OF CLASS X-B-6 CERTIFICATE]

     

    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-6

    


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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
      EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
      WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING
      AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING
      AND SERVICING AGREEMENT REFERENCED HEREIN.

     


    
      
        
        

      

      
        B-XB6-1

        
          

        

      

      
        
        

      

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates, Series 20[__]-[_]

    Class
      X-B-6

    


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

     

    Banc
      of
      America Funding Corporation, as Depositor

    


    
      	
              Certificate
                No.:

              
              

            	 
	
              Cut-off
                Date:

              
              

            	
              [__________]

              
              

            
	
              First
                Distribution Date:

              
              

            	
              [__________]

              
              

            
	
              Initial
                Certificate

            	 
	
              Balance
                of this

            	 
	
              Certificate:

              
              

            	
              $

              
              

            
	
              Initial
                Class Certificate

            	 
	
              Balance
                of this Class:

              
              

            	
              $[__________]

              
              

            
	
              Pass-Through
                Rate:

              
              

            	
              Variable

              
              

            
	
              CUSIP
                No.:

              
              

            	
              [__________]

              
              

            
	
              ISIN
                No.:

              
              

            	
              [__________]

              
              

            


    

    THIS
      CERTIFIES THAT __________ is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust consisting of the Mortgage Loans deposited by Banc of America Funding
      Corporation (the “Depositor”).  The Trust was created pursuant to a
      Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
      Agreement”), among the Depositor, [__________], as master servicer (the “Master
      Servicer”), and securities administrator (the “Securities Administrator”), and
      [__________], as trustee (the “Trustee”).  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Pooling and Servicing Agreement.  This Certificate is issued under and
      is subject to the terms, provisions and conditions of the Pooling and Servicing
      Agreement, to which Pooling and Servicing Agreement the Holder of this
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth in the
      Pooling and Servicing Agreement.  Accordingly, the Certificate Balance
      of this Certificate at any time may be less than the Certificate Balance as
      set
      forth herein.  This Certificate does not evidence an obligation of, or
      an interest in, and is not guaranteed by the Depositor, the Master
      Servicer,

     


    
      
        
        

      

      
        B-XB6-2

        
          

        

      

      
        
        

      

    


    the
      Securities Administrator or the Trustee or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    Interest
      will accrue on these Certificates at a per annum rate as provided in the Pooling
      and Servicing Agreement.

     

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

     

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

     

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

     

    *           
      *           
*


    
      
        
        

      

      
        B-XB6-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    [FORM
      OF
      REVERSE OF ALL CERTIFICATES]

    


    BANC
      OF
      AMERICA FUNDING CORPORATION

    Mortgage
      Pass-Through Certificates

    


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

     

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

     

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

     

    Pursuant
      to the terms of the Pooling and Servicing Agreement, a distribution will be
      made
      on the [__]th day of each calendar month (or, if such day is not a Business
      Day,
      the next Business Day) (each, a “Distribution Date”), commencing on the first
      Distribution Date specified on the face hereof, to the Person in whose name
      this
      Certificate is registered at the close of business on the applicable Record
      Date
      in an amount required pursuant to the Pooling and Servicing
      Agreement.

     

    On
      each
      Distribution Date, the Securities Administrator shall distribute out of the
      Certificate Account to each Certificateholder of record on the related Record
      Date (other than respecting the final distribution) (a) by check mailed to
      such
      Certificateholder entitled to receive a distribution on such Distribution Date
      at the address appearing in the Certificate Register, or (b) upon written
      request by the Holder of a Certificate (other than a Residual Certificate),
      by
      wire transfer or by such other means of payment as such Certificateholder and
      the Securities Administrator shall agree upon, such Certificateholder’s
      Percentage Interest in the amount to which the related Class of Certificates
      is
      entitled in accordance with the priorities set forth in Article V of the Pooling
      and Servicing Agreement.  The final distribution on each Certificate
      will be made in like manner, but only upon presentation and surrender of such
      Certificate to the Securities Administrator as contemplated by Section 10.01
      of
      the Pooling and Servicing Agreement.

     

    The
      Pooling and Servicing Agreement permits, with certain exceptions therein
      provided, the amendment thereof and the modification of the rights and
      obligations of the Securities Administrator and the rights of the
      Certificateholders under the Pooling and Servicing

     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


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

     

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

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Pooling and Servicing Agreement.

     

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

     

    On
      any
      Distribution Date on which the aggregate Stated Principal Balance of the Group
      J
      Mortgage Loans is less than [__]% of the aggregate unpaid principal balance
      of
      the Group J Mortgage Loans as of the Cut-off Date, the [__________] has the
      option to purchase the Group J Mortgage Loans and related REO Properties under
      the conditions set forth in Section 10.01 of the Pooling and Servicing
      Agreement.  On any Distribution Date on which the aggregate Stated
      Principal Balance of the Group X Mortgage Loans is less than [__]% of the
      aggregate unpaid principal balance of the Group X Mortgage Loans as of the
      Cut-off Date, the [__________] has the option to purchase the Group X Mortgage
      Loans and related REO Properties under the conditions set forth in Section
      10.01
      of the Pooling and Servicing Agreement.  In the event that no such
      termination occurs, the obligations and responsibilities created by the Pooling
      and Servicing Agreement will terminate upon the later of the maturity or other
      liquidation (or any advance with respect thereto) of the last Mortgage Loan
      remaining in the Trust or the disposition of all property in respect thereof
      and
      the distribution to Certificateholders of all amounts required to be distributed
      pursuant to the Pooling and Servicing Agreement.  In no event shall
      the Trust created by the Pooling and Servicing Agreement continue beyond the
      expiration of 21 years from

     


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    the
      death
      of the last survivor of the descendants of Joseph P. Kennedy, the late
      ambassador of the United States to the Court of St. James, living on the date
      thereof.

     

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

     


    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    


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

     

     

    Dated:

     

    [__________],

    as
      Securities Administrator

     

    By 
      __________________________________________                                                                          


    Authorized
      Signatory

     

    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the Pooling and Servicing Agreement
      referenced herein.

     

    [__________],

    as
      Securities Administrator

     

    By  ____________________________________________                                                                        
      

    Authorized
      Signatory


    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

                                   
      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto _________________________________________________

     

    __________________________________________________________________________________________________________________________________

     

    __________________________________________________________________________________________________________________________________

     

    __________________________________________________________________________________________________________________________________

                  
      (Please print or typewrite name and address including postal zip code of
      assignee)

     

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

     

     

    Dated:

    


    __________________________________________________

    Signature
      by or on behalf of assignor

     

     

    DISTRIBUTION
      INSTRUCTIONS

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ____________________________________________________ for the account of
      ___________________, account number _________________________, or, if mailed
      by
      check, to Applicable statements should be mailed to

     

    This
      information is provided
      by   ____________________________________________, the assignee
      named above, or, as its agent.

     

    


    



    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-1

    


    LOAN
      GROUP 1 MORTGAGE LOAN SCHEDULE

     

    


     


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-2

    


    LOAN
      GROUP 2 MORTGAGE LOAN SCHEDULE

    



    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-3

    


    LOAN
      GROUP 3 MORTGAGE LOAN SCHEDULE

    



    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-4

    


    LOAN
      GROUP 4 MORTGAGE LOAN SCHEDULE

    



    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    REQUEST
      FOR RELEASE OF DOCUMENTS

    


    [Date]

     

    
      	
              To:

            	
              [__________]
                

            


    

     

    
      	
               

            	
              [__________]
                

            


    

     

    
      	
               

            	
              [__________]
                

            


    

    
      	
               

            	
              Attention:
                [__________] 

            


    

     

    
      	
              Re:

            	
              The
                Pooling and Servicing Agreement, dated [__________], among Banc of
                America
                Funding Corporation, as Depositor, [__________], as Securities
                Administrator and Master Servicer, and [__________], as Trustee.
                

            


    

     

    In
      connection with the administration of the Mortgage Loans held by you, as
      Custodian, pursuant to the above-captioned Pooling and Servicing Agreement,
      we
      request the release, and hereby acknowledge receipt, of the Mortgage File for
      the Mortgage Loan described below, for the reason indicated.

     

     

    Mortgage
      Loan
      Number:

     

    Mortgagor
      Name, Address
& Zip Code:

     

    Reason
      for Requesting
      Documents (check one)

     

    ____                      
      1.            Mortgage
      Paid in Full

     

    ____                      
      2.           
Foreclosure

     

    ____                      
      3.           
Substitution

     

    ____                      
      4.            Other
      Liquidation

     

    ____                      
      5.           Nonliquidation                                             Reason:
      ___________________

     

    By:    _________________________________________                                                                       
      

    (authorized
      signer of Servicer)

     

    Issuer:  _______________________________________

    Address:   _____________________________________

    _____________________________________________

     

    Date:   ________________________________________


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


     

    Custodian

    


    [__________]

    Please
      acknowledge the execution of the above request by your signature and date
      below:

     

    __________________________________         
      _______________

    Signature                      
      Date

     

    Documents
      returned to Custodian:

     

    ___________________________________         
      ________________

    Custodian                                
      Date

     


    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    


    FORM
      OF
      CERTIFICATION OF ESTABLISHMENT OF ACCOUNT

     

    [__________]

     

    


    [_______________]
      hereby certifies that it has established a [__________] Account pursuant to
      Section [________] of the Pooling and Servicing Agreement, dated
      [__________], among Banc of America Funding Corporation, as Depositor,
      [__________], as Securities Administrator and Master Servicer, and [__________],
      as Trustee.

     

     

    [_______________],

     

    By:   ____________________________________                                                                        
      

    Name:   __________________________________

    Title:   ___________________________________

    


    



    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-1

    


    FORM
      OF
      TRANSFEROR’S CERTIFICATE

    FOR
      TRANSFERS OF PRIVATE CERTIFICATES

    


    [Date]

    [__________]

    [__________]

    [__________]

    Attention:
      [__________]

    


    
      	
              Re:

            	
              Banc
                of America Funding Corporation, Mortgage Pass-Through 

              Certificates,
                Series 20[__]-[_], Class ___, having an initial aggregate 

              Certificate
                Balance as of [__________] of $___________


            


    

     

    Ladies
      and Gentlemen:

    


    This
      letter is delivered to you in connection with the transfer by [______________]
      (the “Transferor”) to [______________] (the “Transferee”) of the captioned
      Certificates (the “Transferred Certificates”), pursuant to Section 6.02 of
      the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
      dated [__________], among Banc of America Funding Corporation, as Depositor,
      [__________], as Securities Administrator and Master Servicer, and [__________],
      as Trustee.  All capitalized terms used herein and not otherwise
      defined shall have the respective meanings set forth in the Pooling and
      Servicing Agreement.  The Transferor hereby certifies, represents and
      warrants to you, as Securities Administrator, that:

     

    1.           
      The Transferor is the lawful owner of the Transferred Certificates with the
      full
      right to transfer such Certificates free from any and all claims and
      encumbrances whatsoever.

     

    2.           
      Neither the Transferor nor anyone acting on its behalf has (a) offered,
      transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
      any interest in a Transferred Certificate or any other similar security to
      any
      person in any manner, (b) solicited any offer to buy or accept a transfer,
      pledge or other disposition of any Transferred Certificate, any interest in
      a
      Transferred Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Transferred Certificate, any interest in a Transferred Certificate or any other
      similar security with any person in any manner, (d) made any general
      solicitation with respect to any Transferred Certificate, any interest in a
      Transferred Certificate or any other similar security by means of general
      advertising or in any other manner, or (e) taken any other action with
      respect to any Transferred Certificate, any interest in a Transferred
      Certificate or any other similar security, which (in the case of any of the
      acts
      described in clauses (a) through (e) hereof) would constitute a distribution
      of
      the Transferred Certificates under the Securities Act of 1933, as amended (the
      “1933 Act”), would render the disposition of the Transferred Certificates a
      violation of Section 5 of the 1933 Act or

     


    
      
        
        

      

      
        G-1-1

        
          

        

      

      
        
        

      

    


    any
      state
      securities laws, or would require registration or qualification of the
      Transferred Certificates pursuant to the 1933 Act or any state securities
      laws.

     

     

    Very
      truly yours,

     

    ________________________________

    (Transferor)

     

    By:  __________________________________

    Name:  ________________________________

    Title:  _________________________________

     

    


     


    
      
        
        

      

      
        G-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-2A

    


    FORM
      1 OF
      TRANSFEREE’S CERTIFICATE

    FOR
      TRANSFERS OF PRIVATE CERTIFICATES

    


    [Date]

    


    [__________]

    [__________]

    [__________]

    Attention:
      [__________]

    


    
      	
               

            	
              Re:

            	
              Banc
                of America Funding Corporation, Mortgage Pass-Through 

              Certificates,
                Series 20[__]-[_], Class ___, having an initial 

              aggregate
                Certificate Balance as of [__________] of 

              $___________
                

            


    

     

    Ladies
      and Gentlemen:

     

    This
      letter is delivered to you in connection with the transfer by [_______________]
      (the “Transferor”) to [_________________________________] (the “Transferee”) of
      the captioned Certificates (the “Transferred Certificates”), pursuant to
      Section 6.02 of the Pooling and Servicing Agreement (the “Pooling and
      Servicing Agreement”), dated [__________], among Banc of America Funding
      Corporation, as Depositor, [__________], as Securities Administrator and Master
      Servicer, and [__________], as Trustee.  All capitalized terms used
      herein and not otherwise defined shall have the respective meanings set forth
      in
      the Pooling and Servicing Agreement.  The Transferor hereby certifies,
      represents and warrants to you, as Securities Administrator, that:

     

    1.           
      The Transferee is a “qualified institutional buyer” (a “Qualified Institutional
      Buyer”) as that term is defined in Rule 144A (“Rule 144A”) under the
      Securities Act of 1933, as amended (the “1933 Act”), and has completed one of
      the forms of certification to that effect attached hereto as Annex 1 and
Annex 2.
      The Transferee is aware that the sale to it is being made in reliance on
      Rule 144A.  The Transferee is acquiring the Transferred
      Certificates for its own account or for the account of another Qualified
      Institutional Buyer, and understands that such Transferred Certificates may
      be
      resold, pledged or transferred only (a) to a person reasonably believed to
      be a Qualified Institutional Buyer that purchases for its own account or for
      the
      account of another Qualified Institutional Buyer to whom notice is given that
      the resale, pledge or transfer is being made in reliance on Rule 144A, or
      (b) pursuant to another exemption from registration under the 1933
      Act.

    


    2.           
      The Transferee has been furnished with all information regarding (a) the
      Depositor, (b) the Transferred Certificates and distributions thereon,
      (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement and the Trust created pursuant
      thereto, (e) any credit enhancement mechanism


    
      
        
        

      

      
        G-2A-1

        
          

        

      

      
        
        

      

    


    associated
      with the Transferred Certificate, and (f) all related matters, that it has
      requested.

    3.           
      If the Transferee proposes that the Transferred Certificates be registered
      in
      the name of a nominee, such nominee has completed the Nominee Acknowledgment
      below.

     

    Very
      truly yours,

     

    ___________________________________

    (Transferor)

     

    By: _____________________________________

    Name:  __________________________________

    Title:  ___________________________________

    



    
      
        
        

      

      
        G-2A-2

        
          

        

      

      
        
        

      

    


    Nominee
      Acknowledgment

     

    The
      undersigned hereby acknowledges and agrees that as to the Transferred
      Certificates being registered in its name, the sole beneficial owner thereof
      is
      and shall be the Transferee identified above, for whom the undersigned is acting
      as nominee.

     

     

     

                                
      ____________________________________


                  
      (Nominee)

     

    
         
        By: _____________________________________

      Name:  ___________________________________

        
        Title:  ____________________________________

      


    

    
      
        
        

      

      
        G-2A-3

        
          

        

      

      
        
        

      

    


    ANNEX
      1
      TO EXHIBIT G-2A

    


    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

    


    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [__________________] (the
“Transferor”) [__________], as Securities Administrator with respect to the
      mortgage pass-through certificates (the “Transferred Certificates”) described in
      the Transferee certificate to which this certification relates and to which
      this
      certification is an Annex:

     

    1.           
      As indicated below, the undersigned is the chief financial officer, a person
      fulfilling an equivalent function, or other executive officer of the entity
      purchasing the Transferred Certificates (the “Transferee”).

     

    2.           
      The Transferee is a “qualified institutional buyer” as that term is defined in
      Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended,
      because (i) the Transferee owned and/or invested on a discretionary basis
      $______________________(1)
      in
      securities (other than the excluded securities referred to below) as of the
      end
      of the Transferee’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Transferee satisfies the
      criteria in the category marked below.

     

    
      	
               

            	
              ___

            	
              Corporation,
                etc.  The Transferee is a corporation (other than a bank,
                savings and loan association or similar institution), Massachusetts
                or
                similar business trust, partnership, or any organization described
                in
                Section 501(c)(3) of the Internal Revenue Code of 1986.
                

            


    

    


    
      	
               

            	
              ___

            	
              Bank.  The
                Transferee (a) is a national bank or a banking institution organized
                under the laws of any state, U.S. territory or the District of Columbia,
                the business of which is substantially confined to banking and is
                supervised by the state or territorial banking commission or similar
                official or is a foreign bank or equivalent institution, and (b) has
                an audited net worth of at least $25,000,000 as demonstrated in its
                latest
                annual financial statements, a copy of which is attached hereto,
                as of a date not more than 16 months preceding the date of sale of
                the
                Transferred Certificates in the case of a U.S. bank, and not more
                than 18
                months preceding such date of sale in the case of a foreign bank
                or
                equivalent institution. 

            


    

    


    
      	
               

            	
              ___

            	
              Savings
                and
                Loan.  The Transferee (a) is a savings and loan
                association, building and loan association, cooperative bank, homestead
                association or similar institution, which is supervised and examined
                by a
                state or federal authority having supervision over any such institutions,
                or is a foreign savings and loan 

            


    

    

      

    

      
      (1)
        Transferee must own and/or invest on a discretionary basis at least $100,000,000
        in securities unless Transferee is a dealer, and, in that case, Transferee
        must
        own and/or invest on a discretionary basis at least $10,000,000 in
        securities.

    


    
      
        
        

      

      
        G-2A-4

        
          

        

      

      
        
        

      

    


    association
      or equivalent institute and (b) has an audited net worth of at least
      $25,000,000 as demonstrated in its latest annual financial statements, a copy of which
      is
      attached hereto, as of a date not more than 16 months preceding the date
      of sale of the Transferred Certificates in the case of a U.S. savings and loan
      association, and not more than 18 months preceding such date of sale in the
      case
      of a foreign savings and loan association or equivalent
      institution.

    


    
      	
               

            	
              ___

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


            


    

    


    
      	
               

            	
              ___

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

            


    

    


    
      	
               

            	
              ___

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

            


    

    


    
      	
               

            	
              ___

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

            


    

    


    
      	
               

            	
              ___

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

            


    

    


    
      	
               

            	
              ___

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

            


    

    


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

     

    4.           
      For purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, the Transferee used the
      cost of such securities to the Transferee, unless the Transferee reports its
      securities holdings in its financial statements on the basis of their market
      value, and no current information with respect to the cost of those securities
      has been published, in which case the securities were valued at
      market.

     


    
      
        
        

      

      
        G-2A-5

        
          

        

      

      
        
        

      

    


    Further,
      in determining such aggregate amount, the Transferee may have included
      securities owned by subsidiaries of the Transferee, but only if such
      subsidiaries are consolidated with the Transferee in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Transferee’s
      direction.  However, such securities were not included if the
      Transferee is a majority-owned, consolidated subsidiary of another enterprise
      and the Transferee is not itself a reporting company under the Securities
      Exchange Act of 1934, as amended.

     

    5.           
      The Transferee is familiar with Rule 144A and understands that the
      Transferor and other parties related to the Transferred Certificates are relying
      and will continue to rely on the statements made herein because one or more
      sales to the Transferee may be in reliance on Rule 144A.

     

    
      	
              ____         
                ____

              Yes           
                No

            	
              Will
                the Transferee be purchasing the Transferred 

              Certificates
                only for the Transferee’s own
                account?

            


    

    


     

    6.           
      If the answer to the foregoing question is “no,” then in each case where the
      Transferee is purchasing for an account other than its own, such account belongs
      to a third party that is itself a “qualified institutional buyer” within the
      meaning of Rule 144A, and the “qualified institutional buyer” status of
      such third party has been established by the Transferee through one or more
      of
      the appropriate methods contemplated by Rule 144A.

     

    7.           
      The Transferee will notify each of the parties to which this certification
      is
      made of any changes in the information and conclusions herein. Until such notice
      is given, the Transferee’s purchase of the Transferred Certificates will
      constitute a reaffirmation of this certification as of the date of such
      purchase.  In addition, if the Transferee is a bank or savings and
      loan as provided above, the Transferee agrees that it will furnish to such
      parties any updated annual financial statements that become available on or
      before the date of such purchase, promptly after they become
      available.

     

    


    ____________________________________________________

    Print
      Name of Transferee

     

    By:  _________________________________________________

    Name:  _______________________________________________

    Title: 
      ________________________________________________

    Date:  ________________________________________________


    
      
        
        

      

      
        G-2A-6

        
          

        

      

      
        
        

      

    


    ANNEX
      2
      TO EXHIBIT G-2A

    


    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

    


    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [_________________] (the
“Transferor”) [__________], as Securities Administrator, with respect to the
      mortgage pass-through certificates (the “Transferred Certificates”) described in
      the Transferee certificate to which this certification relates and to which
      this
      certification is an Annex:

     

    1.           
      As indicated below, the undersigned is the chief financial officer, a person
      fulfilling an equivalent function, or other executive officer of the entity
      purchasing the Transferred Certificates (the “Transferee”) or, if the Transferee
      is a “qualified institutional buyer” as that term is defined in Rule 144A
      (“Rule 144A”) under the Securities Act of 1933, as amended, because the
      Transferee is part of a Family of Investment Companies (as defined below),
      is an
      executive officer of the investment adviser (the “Adviser”).

     

    2.           
      The Transferee is a “qualified institutional buyer” as defined in Rule 144A
      because (i) the Transferee is an investment company registered under the
      Investment Company Act of 1940, and (ii) as marked below, the Transferee
      alone owned and/or invested on a discretionary basis, or the Transferee’s Family
      of Investment Companies owned, at least $100,000,000 in securities (other than
      the excluded securities referred to below) as of the end of the Transferee’s
      most recent fiscal year.  For purposes of determining the amount of
      securities owned by the Transferee or the Transferee’s Family of Investment
      Companies, the cost of such securities was used, unless the Transferee or any
      member of the Transferee’s Family of Investment Companies, as the case may be,
      reports its securities holdings in its financial statements on the basis of
      their market value, and no current information with respect to the cost of
      those
      securities has been published, in which case the securities of such entity
      were
      valued at market.

     

    
      	
              ____

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


            


    

     

    
      	
              ____

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

            


    

     

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

     


    
      
        
        

      

      
        G-2A-7

        
          

        

      

      
        
        

      

    


    4.           
      The term “securities” as used
      herein does not include (i) securities of issuers that are affiliated with
      the Transferee or are part of the Transferee’s Family of Investment Companies,
      (ii) bank deposit notes and certificates of deposit, (iii) loan
      participations, (iv) repurchase agreements, (v) securities owned but
      subject to a repurchase agreement and (vi) currency, interest rate and
      commodity swaps.  For purposes of determining the aggregate amount of
      securities owned and/or invested on a discretionary basis by the Transferee,
      or
      owned by the Transferee’s Family of Investment Companies, the securities
      referred to in this paragraph were excluded.

     

    5.           
      The Transferee is familiar with Rule 144A and understands that the
      Transferor and other parties related to the Transferred Certificates are relying
      and will continue to rely on the statements made herein because one or more
      sales to the Transferee will be in reliance on Rule 144A.

     

    
      	
              ____         ____

              Yes           
                No

            	
              Will
                the Transferee be purchasing the Transferred Certificates only for
                the
                Transferee’s own account?

            
	 	 


    

    6.           
      If the answer to the foregoing question is “no,” then in each case where the
      Transferee is purchasing for an account other than its own, such account belongs
      to a third party that is itself a “qualified institutional buyer” within the
      meaning of Rule 144A, and the “qualified institutional buyer” status of
      such third party has been established by the Transferee through one or more
      of
      the appropriate methods contemplated by Rule 144A.

     

    7.           
      The undersigned will notify the parties to which this certification is made
      of
      any changes in the information and conclusions herein. Until such notice, the
      Transferee’s purchase of the Transferred Certificates will constitute a
      reaffirmation of this certification by the undersigned as of the date of such
      purchase.

     

    


    _____________________________________________

    Print
      Name of Transferee or Adviser

     

    By:
      __________________________________________                                                                          


    Name:  _______________________________________

    Title:  ________________________________________

     

    IF
      AN
      ADVISER:

     

     

    ________________________________________


    Print
      Name of Transferee

     

    By:  __________________________________________

    Date:  _________________________________________

     


    
      
        
        

      

      
        G-2A-8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-2B

    


    FORM
      2 OF
      TRANSFEREE’S CERTIFICATE

    FOR
      TRANSFERS OF PRIVATE CERTIFICATES

    


    [Date]

    [__________]

    [__________]

    [__________]

    Attention:
      [__________]

    


    
      	
               

            	
              Re:

            	
              Banc
                of America Funding Corporation, Mortgage Pass-Through 

              Certificates,
                Series 20[__]-[_], Class ___, having an initial 

              aggregate
                Certificate Balance as of [__________] of $_________
                

            


    

     

    Ladies
      and Gentlemen:

     

    This
      letter is delivered to you in connection with the transfer by
      [_______________________] (the “Transferor”) to
      [_________________________________] (the “Transferee”) of the captioned
      Certificates (the “Transferred Certificates”), pursuant to Section 6.02 of
      the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
      dated [__________], among Banc of America Funding Corporation, as Depositor,
      [__________], as Securities Administrator and as Master Servicer, and
      [__________], as Trustee.  All capitalized terms used herein and not
      otherwise defined shall have the respective meanings set forth in the Pooling
      and Servicing Agreement.  The Transferor hereby certifies, represents
      and warrants to you, as Securities Administrator, that:

     

    1.           
      Transferee is acquiring the Transferred Certificates for its own account for
      investment and not with a view to or for sale or transfer in connection with
      any
      distribution thereof, in whole or in part, in any manner which would violate
      the
      Securities Act of 1933, as amended (the “1933 Act”), or any applicable state
      securities laws.

     

    2.           
      Transferee understands that (a) the Transferred Certificates have not been
      and will not be registered under the 1933 Act or registered or qualified under
      any applicable state securities laws, (b) neither the Depositor nor the
      Securities Administrator is obligated so to register or qualify the Transferred
      Certificates and (c) neither the Transferred Certificates nor any security
      issued in exchange therefor or in lieu thereof may be resold or transferred
      unless such resale or transfer is exempt from the registration requirements
      of
      the 1933 Act and any applicable state securities laws or is made in accordance
      with the 1933 Act and laws, in which case (i) unless the transfer is made
      in
      reliance on Rule 144A under the 1933 Act, the Securities Administrator or
      the Depositor may require a written Opinion of Counsel (which may be in-house
      counsel) acceptable to and in form and substance reasonably satisfactory to
      the
      Securities Administrator and the Depositor that such transfer may be made
      pursuant to an exemption, describing the applicable exemption and the basis
      therefor, from the 1933 Act and such laws or is being made pursuant to the
      1933
      Act and such laws, which Opinion of Counsel shall not be an expense of the
      Securities Administrator or the Depositor and (ii) the Securities
      Administrator shall

     


    
      
        
        

      

      
        G-2B-1

        
          

        

      

      
        
        

      

    


    require
a
      certificate from the
      Certificateholder desiring to effect such transfer substantially in the form
      attached to the Pooling and Servicing Agreement as Exhibit G-1 and
      a certificate from such Certificateholder’s prospective transferee substantially
      in the form attached to the Pooling and Servicing Agreement either as Exhibit G-2A or
      as Exhibit G-2B,
      which certificates shall not be an
      expense of the Securities Administrator or the Depositor; provided
      that the foregoing requirements under
      clauses (i) and (ii) shall not apply to a transfer of a Private
      Certificate between or among the
      Depositor, the Seller, their affiliates or both.

     

    3.           
      The Transferee understands that it may not sell or otherwise transfer the
      Transferred Certificates, any security issued in exchange therefor or in lieu
      thereof or any interest in the foregoing except in compliance with the
      provisions of Section 6.02 of the Pooling and Servicing Agreement, which
      provisions it has carefully reviewed, and that the Transferred Certificates
      will
      bear legends substantially to the following effect:

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION
      EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE
      WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING
      AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING
      AND SERVICING AGREEMENT REFERENCED HEREIN.

     

    4.           
      Neither the Transferee nor anyone acting on its behalf has (a) offered,
      transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
      any interest in a Transferred Certificate or any other similar security to
      any
      person in any manner, (b) solicited any offer to buy or accept a transfer,
      pledge or other disposition of any Transferred Certificate, any interest in
      a
      Transferred Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Transferred Certificate, any interest in a Transferred Certificate or any other
      similar security with any person in any manner, (d) made any general
      solicitation by means of general advertising or in any other manner, or
      (e) taken any other action, that (in the case of any of the acts described
      in clauses (a) through (d) above) would constitute a distribution of the
      Transferred Certificates under the 1933 Act, would render the disposition of
      the
      Transferred Certificates a violation of Section 5 of the 1933 Act or any
      state securities law or would require registration or qualification of the
      Transferred Certificates pursuant thereto.  The Transferee will not
      act, nor has it authorized nor will it authorize any person to act, in any
      manner set forth in the foregoing sentence with respect to the Transferred
      Certificates, any interest in the Transferred Certificates or any other similar
      security.

     

    5.           
      The Transferee has been furnished with all information regarding (a) the
      Depositor, (b) the Transferred Certificates and distributions thereon,
      (c) nature, performance and servicing of the Mortgage Loans, (d) the
      Pooling and Servicing Agreement and the Trust created

     


    
      
        
        

      

      
        G-2B-2

        
          

        

      

      
        
        

      

    


    pursuant
      thereto, (e) any credit enhancement mechanism associated with the
      Transferred Certificates, and (f) all related matters, that it has
      requested.

     

    6.           
      The Transferee is an “accredited investor” within the meaning of paragraph (1),
      (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity in which
      all the equity owners come within such paragraphs and has such knowledge and
      experience in financial and business matters as to be capable of evaluating
      the
      merits and risks of an investment in the Transferred Certificates; the
      Transferee has sought such accounting, legal and tax advice as it has considered
      necessary to make an informed investment decision; and the Transferee is able
      to
      bear the economic risks of such an investment and can afford a complete loss
      of
      such investment.

     

    7.           
      If the Transferee proposes that the Transferred Certificates be registered
      in
      the name of a nominee, such nominee has completed the Nominee Acknowledgment
      below.

     

     

     

    Very
      truly yours,

     

    
                             
      ______________________________

    (Transferee)

     

    By: _______________________________ 
      

    Name:  ____________________________      
      

    Title: 
      _____________________________      

    Date:  _____________________________     
      


    
      
        
        

      

      
        G-2B-3

        
          

        

      

      
        
        

      

    


    Nominee
      Acknowledgment

    


    The
      undersigned hereby acknowledges and agrees that as to the Transferred
      Certificates being registered in its name, the sole beneficial owner thereof
      is
      and shall be the Transferee identified above, for whom the undersigned is acting
      as nominee.

     

    


    ________________________________

    (Nominee)

     

    By:  _____________________________

    Name:  ___________________________          
      

    Title:  ____________________________        
      

     

    


     


    
      
        
        

      

      
        G-2B-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

    FOR
      ERISA
      RESTRICTED CERTIFICATES

    


    [__________]

    [__________]

    [__________]

    Attention:
      [__________]

    


    
      	
               

            	
              Re:

            	
              Banc
                of America Funding Corporation, Mortgage Pass-Through 

              Certificates,
                Series 20[__]-[_], Class ___, having an initial 

              aggregate
                Certificate Balance as of [__________] of $_________
                

            


    

     

    Ladies
      and Gentlemen:

     

    This
      letter is delivered to you in connection with the transfer by
      [_______________________] (the “Transferor”) to
      [________________________________] (the “Transferee”) of the captioned
      Certificates (the “Transferred Certificates”), pursuant to Section 6.02 of
      the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
      dated [__________], among Banc of America Funding Corporation, as Depositor,
      [__________], as Securities Administrator and Master Servicer, and [__________],
      as Trustee.  All capitalized terms used herein and not otherwise
      defined shall have the respective meanings set forth in the Pooling and
      Servicing Agreement.

     

    The
      Transferee hereby certifies, represents and warrants to you, as Securities
      Administrator, either that:

     

    (a)           
      it is not an employee benefit plan or arrangement, subject to Title I of the
      Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
      Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a
      Person acting on behalf of, or using the assets of, any such employee benefit
      plan or arrangement (collectively, a “Plan”) to effect the purchase of the
      Transferred Certificates; or

     

    (b)           
      with respect to any ERISA Restricted Certificate other than a Class 2-A-R
      Certificate, it is an insurance company using funds from an “insurance company
      general account” (as defined in Section V(e) of Prohibited Transaction
      Class Exemption 95-60 (“PTCE 95-60”), 60 Fed. Reg. 35925 (July 12, 1995)), to
      purchase the Transferred Certificates and the purchase and holding of the
      Transferred Certificates are covered by Section I and Section III of PTCE
      95-60.

     


    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    


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

     

     

    Very
      truly yours,

     

    _____________________________

    (Transferee)

     

    By: ______________________________
      

    Name:  ___________________________      
      

    Title:  ____________________________        
      

    Date:  ____________________________        
      

     

    


     


    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

    


    FORM
      OF
      AFFIDAVIT REGARDING TRANSFER OF

    RESIDUAL
      CERTIFICATE

    


    Banc
      of
      America Funding Corporation

    Mortgage
      Pass-Through Certificates,

    Series
      20[__]-[_]

    
      	
              
              

              STATE
                OF

            	
              
              

              )

            	 
	 	
              )

            	
              ss:

            
	
              COUNTY
                OF

              
              

            	
              )

              
              

            	 


    

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1.           
      The undersigned is an officer of _______________________________, the proposed
      transferee (the “Transferee”) of the Class 2-A-R Certificate (the “Residual
      Certificate”) issued pursuant to the Pooling and Servicing Agreement, dated
      [__________] (the “Agreement”), among Banc of America Funding Corporation, as
      Depositor, [__________], as Securities Administrator and Master Servicer, and
      [__________], as Trustee.  Capitalized terms used but not defined
      herein shall have the meanings ascribed to such terms in the
      Agreement.  The Transferee has authorized the undersigned to make this
      affidavit on behalf of the Transferee.

     

    2.           
      The Transferee is, as of the date hereof, and will be, as of the date of the
      transfer, a Permitted Transferee. The Transferee is acquiring the Residual
      Certificate either (i) for its own account or (ii) as nominee, trustee or
      agent for another Person who is a Permitted Transferee and has attached hereto
      an affidavit from such Person in substantially the same form as this
      affidavit.  The Transferee has no knowledge that any such affidavit is
      false.

     

    3.           
      The Transferee has been advised of, and understands that (i) a tax will be
      imposed on transfers of the Residual Certificate to Persons that are not
      Permitted Transferees; (ii) such tax will be imposed on the transferor, or,
      if
      such transfer is through an agent (which includes a broker, nominee or
      middleman) for a Person that is not a Permitted Transferee, on the agent; and
      (iii) the Person otherwise liable for the tax shall be relieved of liability
      for
      the tax if the subsequent Transferee furnished to such Person an affidavit
      that
      such subsequent Transferee is a Permitted Transferee and, at the time of
      transfer, such Person does not have actual knowledge that the affidavit is
      false.

     

    4.           
      The Transferee has been advised of, and understands that a tax will be imposed
      on a “pass-through entity” holding the Certificate if at any time during the
      taxable year of the pass-through entity a Person that is not a Permitted
      Transferee is the record Holder of an interest in such entity.  The
      Transferee understands that, other than in the case of an “electing large
      partnership” under Section 775 of the Code, such tax will not be imposed
      for any period with respect to which the record Holder furnishes to the
      pass-through entity an affidavit that such record Holder is a Permitted
      Transferee and the pass-through entity does not have actual knowledge that
      such
      affidavit is false. (For this purpose, a “pass-through entity” includes
      a

     


    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    regulated
      investment company, a real estate investment trust or common trust fund, a
      partnership, trust or estate, and certain cooperatives and, except as may be
      provided in Treasury Regulations, persons holding interests in pass-through
      entities as a nominee for another Person.)

     

    5.           
      The Transferee has reviewed the provisions of Section 6.02 of the Agreement
      and understands the legal consequences of the acquisition of the Residual
      Certificate including, without limitation, the restrictions on subsequent
      transfers and the provisions regarding voiding the transfer and mandatory
      sales.  The Transferee expressly agrees to be bound by and to abide by
      the provisions of Section 6.02 of the Agreement and the restrictions noted
      on the face of the Certificate.  The Transferee understands and agrees
      that any breach of any of the representations included herein shall render
      the
      transfer to the Transferee contemplated hereby null and void.

     

    6.           
      The Transferee agrees to require a transfer affidavit in the form of this
      Affidavit from any Person to whom the Transferee attempts to transfer the
      Residual Certificate, and in connection with any transfer by a Person for whom
      the Transferee is acting as nominee, trustee or agent, and the Transferee will
      not transfer the Residual Certificate or cause the Residual Certificate to
      be
      transferred to any Person that the Transferee knows is not a Permitted
      Transferee. In connection with any such transfer by the Transferee, the
      Transferee agrees to deliver to the Securities Administrator a certificate
      substantially in the form set forth in Exhibit T to the
      Agreement (a “Transferor Certificate”) to the effect that such Transferee has no
      actual knowledge that the Person to which the transfer is to be made is not
      a
      Permitted Transferee and no reason to believe that the statements in such
      Person’s transfer affidavit are false.

     

    7.           
      The Transferee historically has paid its debts as they have become due, and
      it
      intends to do so in the future.

     

    8.           
      The Transferee does not have the intention to impede the assessment or
      collection of any tax legally required to be paid with respect to the Residual
      Certificate.

     

    9.           
      The taxpayer identification number of the Transferee’s (or the Transferee’s
      nominee, if applicable) is ___________.

     

    10.           
      The Transferee is a (i) U.S. Person as defined in Code Section 7701(a)(30)
      or (ii) (A) the Transferee holds the Residual Certificate in connection
      with the conduct of a trade or business within the United States and has
      furnished the transferor and the Securities Administrator with an effective
      Internal Revenue Service Form W-8ECI (or successor thereto) or (B) the
      Transferee has delivered to both the transferor and the Securities Administrator
      an Opinion of Counsel from a nationally-recognized tax counsel to the effect
      that such transfer is in accordance with the requirements of the Code and the
      regulations promulgated thereunder and that such transfer of the Residual
      Certificate will not be disregarded for federal income tax
      purposes.

     

    11.           
      The Transferee is aware that the Residual Certificate may be a “noneconomic
      residual interest” within the meaning of Treasury Regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due

     


    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    


    with
      respect to the income on such residual interest, unless no significant purpose
      of the transfer was to impede the assessment or collection of tax.

     

    12.           
      The Transferee will not cause income from the Residual Certificate to be
      attributable to a foreign permanent establishment or fixed base, within the
      meaning of an applicable income tax treaty, of the Transferee or any other
      U.S.
      Person.

     

    13.           
      If the Transferee is purchasing the Residual Certificate in a transfer intended
      to meet the safe harbor provisions of Treasury Regulations Sections 1.860E-1(c),
      the Transferee has executed and attached Attachment A hereto.

     

    14.           
      The Transferee is not an employee benefit plan or arrangement, subject to Title
      I of ERISA, or Section 4975 of the Code and the Transferee is not acting on
      behalf of, or using assets of, such an employee benefit plan or
      arrangement.

     

    15.           
      The Transferee understands that it may incur tax liabilities with respect to
      the
      Residual Certificate in excess of cash flows generated thereby.

     

    16.           
      The Transferee intends to pay taxes associated with holding the Residual
      Certificate as such taxes become due.

     

    *           
      *           
*


    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer this _____ day of ________________, ____.

     

    


    _______________________________________

    Print
      Name of Transferee

     

    By: ____________________________________

    Name:

    Title:

    


    Personally
      appeared before me the above-named ______________________________, known or
      proved to me to be the same person who executed the foregoing instrument and
      to
      be the _______________________ of the Transferee, and acknowledged that he
      executed the same as his free act and deed and the free act and deed of the
      Transferee.

     

    Subscribed
      and sworn before me this _____ day of _______________________, ____

     

    


     

    


     

    ____________________________________________

    NOTARY
      PUBLIC

     

    My
      Commission expires the ____ day of ______________, ____


    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      A

     

    to

     

    AFFIDAVIT
      PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
      AND FOR NON-ERISA INVESTORS

     

    


    
      	
               

            	
              Check
                the appropriate box: 

            


    

    


    
      	
              ⁭

            	
              The
                consideration paid to the Transferee to acquire the Residual Certificate
                equals or exceeds the excess of (a) the present value of the
                anticipated tax liabilities over (b) the present value of the
                anticipated savings associated with holding such Residual Certificate,
                in
                each case calculated in accordance with U.S. Treasury Regulations
                Sections 1.860E-1(c)(7) and (8), computing present values using a
                discount rate equal to the short-term Federal rate prescribed by
                Section 1274(d) of the Code and the compounding period used by the
                Transferee.

              
              

            


    

    


    
      	
               

            	
              OR

            


    

    


    
      	
              ⁭

            	
              The
                transfer of the Residual Certificate complies with U.S. Treasury
                Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:

              
              

            


    

    
      	
               

            	
              (i)

            	
              the
                Transferee is an “eligible corporation,” as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), as to which income from
                Residual Certificate will only be taxed in the United States;
                

            


    

     

    
      	
               

            	
              (ii)

            	
              at
                the time of the transfer, and at the close of the Transferee’s two fiscal
                years preceding the year of the transfer, the Transferee had gross
                assets
                for financial reporting purposes (excluding any obligation of a person
                related to the Transferee within the meaning of U.S. Treasury Regulations
                Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                in excess of $10 million; 

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                Transferee will transfer the Residual Certificate only to another
                “eligible corporation,” as defined in U.S. Treasury Regulations
                Section 1.860E-1(c)(6)(i), in a transaction that satisfies the
                requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
                Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
                

            


    

     

    
      	
               

            	
              (iv)

            	
              the
                Transferee has determined the consideration paid to it to acquire
                the
                Residual Certificate based on reasonable market assumptions (including,
                but not limited to, borrowing and investment rates, prepayment and
                loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Transferee) that it has determined in good
                faith;
                and 

            


    

     


    
      
        
        

      

      
        I-5

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (v)

            	
              in
                the event of any transfer of the Residual Certificate by the Transferee,
                the Transferee will require its transferee to complete a representation
                in
                the form of this Attachment A as a condition of such transferee’s
                purchase of the Residual Certificate.


            


    

     


    
      
        
        

      

      
        I-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

    LIST
      OF
      RECORDATION STATES

     

    [__________]

     

    [__________]

     

    


     


    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K

    


    FORM
      OF
      INITIAL CERTIFICATION

    


    [__________]

     

    Banc
      of
      America Funding Corporation

    214
      North
      Tryon Street

    Charlotte,
      North Carolina  28255

     

    [__________]

    [__________]

    [__________]

    Attention:
      [__________]

    


     

    
      	
               

            	
              Re:

            	
              The
                Pooling and Servicing Agreement, dated [__________] (the “Pooling
                

              and
                Servicing Agreement”), among the Depositor, [__________], as 

              securities
                administrator and master servicer, and [__________], as trustee.
                

            


    

     

    Ladies
      and Gentlemen:

    


    In
      accordance with the provisions of Section 2.02 of the above-referenced
      Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the
      undersigned, as [Trustee] [Custodian], hereby certifies that, except as
      specified in any list of exceptions attached hereto, it has received the
      original Mortgage Note relating to each of the Mortgage Loans listed on the
      Mortgage Loan Schedule.

     

    The
      [Trustee] [Custodian] has made no independent examination of any documents
      contained in each Mortgage File beyond the review specifically required in
      the
      Pooling and Servicing Agreement in connection with this Initial
      Certification.  The [Trustee] [Custodian] makes no representations as
      to: (i) the validity, legality, sufficiency, enforceability, recordability
      or genuineness of any of the documents contained in each Mortgage File or any
      of
      the Mortgage Loans identified in the Mortgage Loan Schedule or (ii) the
      collectibility, insurability, effectiveness or suitability of any such Mortgage
      Loan.

     


    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    


    Capitalized
      terms used but not defined herein shall have the meanings ascribed to such
      terms
      in the Pooling and Servicing Agreement.

     

    [[__________],

    as
      Trustee]

     

    [______________________,

    as
      Custodian]

     

    By: _________________________                                                                          
      

    Name:________________________

    Title:_________________________

     

    


    



    
      
        
        

      

      
        K-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L

     

    FORM
      OF
      FINAL CERTIFICATION

     

    [__________
      __, ____]

     

    Banc
      of
      America Funding Corporation

    214
      North
      Tryon Street

    Charlotte,
      North Carolina  28255

     

    [__________]

    [__________]

    [__________]

    Attention:
      [__________]

    


     

    
      	
               

            	
              Re:

            	
              The
                Pooling and Servicing Agreement, dated [__________] (the
                “Pooling

              and
                Servicing Agreement”), among the Depositor, [__________], as 

              securities
                administrator and master servicer, and [__________], as trustee.
                

            


    

     

    Ladies
      and Gentlemen:

    


    In
      accordance with the provisions of Section 2.02 of the above-referenced
      Pooling and Servicing Agreement, the undersigned, as [Trustee] [Custodian],
      hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan
      Schedule, except as may be specified in any list of exceptions attached hereto,
      such Mortgage File contains all of the items required to be delivered pursuant
      to Section 2.01(b) of the Pooling and Servicing Agreement.

     

    The
      [Trustee] [Custodian] has made no independent examination of any documents
      contained in each Mortgage File beyond the review specifically required in
      the
      Pooling and Servicing Agreement in connection with this Final
      Certification.  The [Trustee] [Custodian] makes no representations as
      to: (i) the validity, legality, sufficiency, enforceability, recordability
      or genuineness of any of the documents contained in each Mortgage File or any
      of
      the Mortgage Loans identified in the Mortgage Loan Schedule or (ii) the
      collectibility, insurability, effectiveness or suitability of any such Mortgage
      Loan.

     


    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    


    Capitalized
      terms used but not defined herein shall have the meanings ascribed to such
      terms
      in the Pooling and Servicing Agreement.

     

    [[__________],

    as
      Trustee]

     

    [__________________________,

    as
      Custodian]

     

    By:  __________________________________                                                                         
      

    Name:_________________________________

    Title:__________________________________

     

    


     

    


     

    


     


    
      
        
        

      

      
        L-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M

    


    FORM
      OF
      SARBANES-OXLEY CERTIFICATION

    


    Banc
      of
      America Funding Corporation

    Mortgage
      Pass-Through Certificates,

    Series
      20[__]-[_]

    


    I,
      [________], a [senior officer in charge of the servicing function] of
      [__________] (the “Master Servicer”), certify that:

    


    
      	
              1.

            	
              I
                have reviewed this report on Form 10-K and all reports on Form 10-D
                required to be filed in respect of the period covered by this report
                on
                Form 10-K of the Banc of America Funding 20[__]-[_] Trust (the “Exchange
                Act Periodic Reports”); 

            


    

    


    
      	
              2.

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


            


    

    


    
      	
              3.

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

            


    

    


    
      	
              4.

            	
              I
                am responsible for reviewing the activities performed by the servicers
                and
                based on my knowledge and the compliance reviews conducted in preparing
                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[__]

     

    [Senior
      Officer in Charge of the Servicing Function of the Master
      Servicer]


    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

     

    RELEVANT
      SERVICING CRITERIA

     

    
      	
              Servicing
                Criteria

            	
              Parties
                Responsible

            
	
              Reference

            	
              Criteria

            	 
	 	
              
              

              General
                Servicing Considerations

              
              

            	 
	
              1122(d)(1)(i)

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

            	
              Master
                Servicer and Securities Administrator

            
	
              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.

            	
              Master
                Servicer and Securities Administrator

            
	
              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.

            	
              Master
                Servicer

            
	 	
              
              

              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.

            	
              Master
                Servicer and Securities Administrator

            
	
              1122(d)(2)(ii)

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

            	
              Master
                Servicer and Securities Administrator

            
	
              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.

            	
              Master
                Servicer and Securities Administrator

            
	
              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.

            	
              Master
                Servicer and Securities
                Administrator

            


    


    
      
        
        

      

      
        N-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.

            	
              Master
                Servicer and Securities Administrator

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded
                so as to prevent unauthorized access.

            	
              Master
                Servicer and Securities Administrator

            	 
	
              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.

            	
              Master
                Servicer and Securities Administrator

            	 
	 	
              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.

            	
              Master
                Servicer and Securities Administrator

            
	
              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.

            	
              Master
                Servicer and Securities Administrator

            
	
              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.

            	
              Master
                Servicer and Securities Administrator

            
	
              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.

            	
              Master
                Servicer and Securities
                Administrator

            


    


    
      
        
        

      

      
        N-2

        
          

        

      

      
        
        

      

    


    


    
      	
              Servicing
                Criteria

            	
              Parties
                Responsible

            	 
	
              Reference

            	
              Criteria

            	 	 
	 	
              Pool
                Asset Administration

            	 
	
              1122(d)(4)(i)

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

            	
              Custodian

            
	
              1122(d)(4)(ii)

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

            	
              Custodian

            
	
              1122(d)(4)(iii)

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

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on 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.

            	 
	
              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.

            	 
	
              1122(d)(4)(vi)

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

            	 
	
              1122(d)(4)(vii)

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

            	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                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).

            	 


    


    
      
        
        

      

      
        N-3

        
          

        

      

      
        
        

      

    


    


    
      	
              Servicing
                Criteria

            	
              Parties
                Responsible

            	 
	
              Reference

            	
              Criteria

            	 	 
	
              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.

            	 
	
              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.

            	 
	
              1122(d)(4)(xi)

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

            	 
	
              1122(d)(4)(xii)

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

            	 
	
              1122(d)(4)(xiii)

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

            	 
	
              1122(d)(4)(xiv)

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

            	
              Master
                Servicer and Securities Administrator

            
	
              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.

            	
              Master
                Servicer and Securities
                Administrator

            


    


    
      
        
        

      

      
        N-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O

     

    ADDITIONAL
      FORM 10-D DISCLOSURE

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

              
              

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible

            
	
              Item
                1: Distribution and Pool Performance Information

              
              

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

            	
              Master
                Servicer

              Securities
                Administrator

              Depositor

            
	
              Item
                2: Legal Proceedings

              
              

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

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                Administrator)

            	
              Master
                Servicer

            
	
              ▪
                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

            


    


    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    


    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

              
              

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible

            
	
              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)

            	
              Securities
                Administrator

              
              

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

              
              

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

            	
              Securities
                Administrator

              
              

            
	
              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

            	
              Securities
                Administrator

            
	
              ▪
                Requesting required financial information or effecting incorporation
                by
                reference

            	
              Securities
                Administrator

              
              

            
	
              Item
                1115(b) – Derivative Counterparty Financial Information*

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Securities
                Administrator

            
	
              ▪
                Requesting required financial information or effecting incorporation
                by
                reference

            	
              Securities
                Administrator

              
              

            
	
              *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

            	
              Securities
                Administrator

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

            	
              Depositor

            


    


    
      
        
        

      

      
        O-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P

     

    ADDITIONAL
      FORM 10-K DISCLOSURE

     

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible

            
	
              Item
                9B:  Other Information

              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

            	
              Securities
                Administrator

              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

            	
              Securities
                Administrator

            
	
              ▪
                Requesting required financial information or effecting incorporation
                by
                reference

            	
              Securities
                Administrator

              
              

            
	
              *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

            	
              Securities
                Administrator

            
	
              ▪
                Requesting required financial information or effecting incorporation
                by
                reference

            	
              Securities
                Administrator

            
	
              *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
                proceeding known to be contemplated by governmental
                authorities:

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and
                Depositor

            


    


    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

    


    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                Administrator)

            	
              Master
                Servicer

            
	
              ▪
                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
                as to (a)

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Master
                Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

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

            	
              Depositor/Sponsor

            
	
              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
                as to (a)

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Master
                Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            


    


    
      
        
        

      

      
        P-2

        
          

        

      

      
        
        

      

    


    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

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

            	
              Depositor/Sponsor

            
	
              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
                as to (a)

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Master
                Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

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

            	
              Depositor/Sponsor

            


    


    
      
        
        

      

      
        P-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q

     

    FORM
      8-K
      DISCLOSURE

     

    
      	
              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/Sponsor
                (Seller)

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Affiliated Servicer

            	
              Master
                Servicer

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

            	
              Master
                Servicer

            
	
              ▪
                Other material servicers

            	
              Master
                Servicer

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Depositor

            
	
              ▪
                Derivative Counterparty

            	
              Depositor

            


    


    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              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

              Master
                Servicer

              Securities
                Administrator

            
	
              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.

            	
              Securities
                Administrator

              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 Securities Administrator

              
              

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

            	
              Master
                Servicer/Securities Administrator/Depositor

            
	
              Reg
                AB disclosure about any new master servicer is also
                required.

            	
              Master
                Servicer

              
              

            
	
              Reg
                AB disclosure about any new Trustee is also required.

            	
              Trustee

            


    


    
      
        
        

      

      
        Q-2

        
          

        

      

      
        
        

      

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible

            
	
              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/Securities
                Administrator

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

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Securities
                Administrator

            
	
              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

            


    


    
      
        
        

      

      
        Q-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R

     

    FORM
      OF
      BACK-UP CERTIFICATION

     

    Banc
      of
      America Funding Corporation

    Mortgage
      Pass-Through Certificates,

    Series
      20[__]-[_]

    


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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    


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

     

    Date:
      ______________________________

     

    [______________________]

    as
      [_______________]

    


    


    By:__________________________________

                                     Name:

                          Title:

     

    



    
      
        
        

      

      
        R-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      S

    


    FORM
      OF
      ADDITIONAL DISCLOSURE NOTIFICATION

    


    **SEND
      VIA FAX TO [FAX NUMBER] AND VIA EMAIL TO [EMAIL ADDRESS] AND VIA OVERNIGHT
      MAIL
      TO THE ADDRESSES IMMEDIATELY BELOW**

    


    [__________]

    [__________]

    [__________]

    Attention:
      [__________]

    


    with
      copies to:

    


    Banc
      of
      America Funding Corporation

    214
      North
      Tryon Street

    Charlotte,
      North Carolina 28255

    Attn:  Senior
      Vice President

    


    Bank
      of
      America Legal Department

    101
      South
      Tryon Street

    101
      S.
      Tryon St., 30th Floor

    NC1-002-29-01

    Charlotte,  North
      Carolina  28255

    Attention:  Associate
      General Counsel

    


    


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

    


    


    Ladies
      and
      Gentlemen:

     

    In
      accordance with Section 3.22 of the Pooling and Servicing Agreement, dated
      [__________], by and among Banc of America Funding Corporation, as depositor,
      [__________], as trustee, [__________], as securities administrator and as
      master servicer, the undersigned, as
      [          ], hereby notifies
      you that certain events have come to our attention that [will] [may] need to
      be
      disclosed on Form [10-D][10-K][8-K].

     

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

     


    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    


    


     

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

     

    


     

    


     

    


     

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

     

    
      	
               

            	
              [NAME
                OF
                PARTY],

            


    

       
as
      [role]

     

    By:   _______________________________________                                                   
      

    Name:

    Title:

     


    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      T

     

    FORM
      OF
      TRANSFEROR CERTIFICATE FOR RESIDUAL CERTIFICATE

     

    [__________]

    [__________]

    [__________]

    Attention:
      [__________]

    


    Banc
      of
      America Funding Corporation

    214
      North
      Tryon Street

    Charlotte,
North
      Carolina 28255

    


    
      	
               

            	
              Re:

            	
              Banc
                of America Funding Corporation Mortgage Pass-Through 

              Certificates,
                Series 20[__]-[_] 

            


    

    


    Ladies
      and Gentlemen:

    


    In
      connection with our disposition of the BAFC Mortgage Pass-Through Certificates,
      Series 20[__]-[_], Class 2-A-R Certificate (the “Residual Certificate”), we
      certify that we have no knowledge that the transferee is not a Permitted
      Transferee and we have no reason to believe that the statements made in the
      transferee’s Affidavit Regarding Transfer of Residual Certificate are
      false.

    
      	
               

            	
              Very
                truly yours, 

            


    

    


    
      	
               

            	
              [_____________________]
                

            


    

    


    



    
      
        
        

      

      
        T-1