EXHIBIT 4.1

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                   BANC OF AMERICA MORTGAGE SECURITIES, INC.,
                                  as Depositor,

                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                                  as Servicer,

                                       and

                             WELLS FARGO BANK, N.A.,
                                   as Trustee

                         POOLING AND SERVICING AGREEMENT

                             Dated November 29, 2007

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                      Banc of America Mortgage 2007-4 Trust
                       Mortgage Pass-Through Certificates

                                  Series 2007-4

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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01   Defined Terms....................................................
Section 1.02   Interest Calculations............................................
Section 1.03   Fiscal Year......................................................

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS
                        ORIGINAL ISSUANCE OF CERTIFICATES

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

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

Section 3.01   Servicer to Service Mortgage Loans...............................
Section 3.02   Subservicing; Enforcement of the Obligations of
                Servicer........................................................
Section 3.03   Fidelity Bond; Errors and Omissions Insurance....................
Section 3.04   Access to Certain Documentation..................................
Section 3.05   Maintenance of Primary Insurance Policy; Claims;
                Collections of BPP Mortgage Loan Payments.......................
Section 3.06   Rights of the Depositor and the Trustee in Respect
                of the Servicer.................................................
Section 3.07   Trustee to Act as Servicer.......................................
Section 3.08   Collection of Mortgage Loan Payments; Servicer
                Custodial Account; Certificate Account;.........................
Section 3.09   Collection of Taxes, Assessments and Similar Items;
                Escrow Accounts.................................................
Section 3.10   Access to Certain Documentation and Information
                Regarding the Mortgage Loans....................................
Section 3.11   Permitted Withdrawals from the Servicer Custodial
                Account and Certificate Account.................................
Section 3.12   Maintenance of Hazard Insurance..................................
Section 3.13   Enforcement of Due-On-Sale Clauses; Assumption
                Agreements......................................................
Section 3.14   Realization Upon Defaulted Mortgage Loans; REO
                Property........................................................
Section 3.15   Trustee to Cooperate; Release of Mortgage Files..................
Section 3.16   Documents, Records and Funds in Possession of the
                Servicer to Be Held for the Trustee.............................
Section 3.17   Servicing Compensation...........................................
Section 3.18   Annual Statement as to Compliance................................
Section 3.19   Assessments of Servicing Compliance; Registered
                Public Accounting Firm Attestation Reports......................
Section 3.20   Advances.........................................................
Section 3.21   Modifications, Waivers, Amendments and Consents..................
Section 3.22   Reports to the Securities and Exchange Commission................

                                   ARTICLE IV

                             SERVICER'S CERTIFICATE

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

                                    ARTICLE V

                 PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
                              REMIC ADMINISTRATION

Section 5.01   Distributions....................................................
Section 5.02   Priorities of Distributions......................................
Section 5.03   Allocation of Losses.............................................
Section 5.04   Statements to Certificateholders.................................
Section 5.05   Tax Returns and Reports to Certificateholders....................
Section 5.06   Tax Matters Person...............................................
Section 5.07   Rights of the Tax Matters Person in Respect of the
                Trustee.........................................................
Section 5.08   REMIC Related Covenants..........................................
Section 5.09   [RESERVED].......................................................
Section 5.10   Grantor Trust Administration.....................................
Section 5.11   Distributions....................................................

                                   ARTICLE VI

                                THE CERTIFICATES

Section 6.01   The Certificates.................................................
Section 6.02   Registration of Transfer and Exchange of
                Certificates....................................................
Section 6.03   Transfer of Exchangeable REMIC Certificates and
                Exchangeable Certificates.......................................
Section 6.04   Exchanges of Exchangeable REMIC Certificates and
                Exchangeable Certificates.......................................
Section 6.06   Mutilated, Destroyed, Lost or Stolen Certificates................
Section 6.07   Persons Deemed Owners............................................

                                   ARTICLE VII

                         THE DEPOSITOR AND THE SERVICER

Section 7.01   Respective Liabilities of the Depositor and the
                Servicer........................................................
Section 7.02   Merger or Consolidation of the Depositor or the
                Servicer........................................................
Section 7.03   Limitation on Liability of the Depositor, the
                Servicer and Others.............................................
Section 7.04   Depositor and Servicer Not to Resign.............................
Section 7.05   Assignment or Delegation of Duties by the Servicer...............

                                  ARTICLE VIII

                                     DEFAULT

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

                                   ARTICLE IX

                                   THE TRUSTEE

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

                                    ARTICLE X

                                   TERMINATION

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

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

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

<PAGE>

EXHIBITS
Exhibit A-1      -  Form of Face of Senior Certificates.........................
Exhibit A-2      -  Form of Face of Residual Certificate........................
Exhibit B        -  Form of Face of Subordinate Certificate.....................
Exhibit C        -  Form of Reverse of all Certificates.........................
Exhibit D        -  Addresses for Requesting 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        -  Contents of Servicing File..................................
Exhibit K        -  Form of Special Servicing Agreement.........................
Exhibit L        -  List of Recordation States..................................
Exhibit M        -  Form of Initial Certification of the Trustee................
Exhibit N        -  Form of Final Certification of the Trustee..................
Exhibit O        -  Form of Sarbanes-Oxley Certification........................
Exhibit P        -  Form of Trustee's Certification.............................
Exhibit Q        -  Servicing Criteria..........................................
Exhibit R-1      -  Additional Form 10-D Information ...........................
Exhibit R-2      -  Additional Form 10-K Information ...........................
Exhibit R-3      -  Form 8-K Information .......................................
Exhibit S           Combination Groups..........................................
Exhibit T           Form of Request for Exchange of Exchangeable
                     REMIC Certificates or  Exchangeable
                     Certificates...............................................
                     Certificates...............................................


<PAGE>

                         POOLING AND SERVICING AGREEMENT

      THIS POOLING AND SERVICING AGREEMENT, dated November 29, 2007, is hereby
executed by and among BANC OF AMERICA MORTGAGE SECURITIES, INC., as depositor
(together with its permitted successors and assigns, the "Depositor"), BANK OF
AMERICA, NATIONAL ASSOCIATION, as servicer (together with its permitted
successors and assigns, the "Servicer"), and WELLS FARGO BANK, N.A., as trustee
(together with its permitted successors and assigns, the "Trustee").

                          W I T N E S S E T H T H A T:

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

                              PRELIMINARY STATEMENT

      In exchange for the Certificates, the Depositor hereby conveys the Trust
Estate to the Trustee to create the Trust. The Trust Estate for federal income
tax purposes will be treated as three separate real estate mortgage investment
conduits (the "Upper-Tier REMIC," the "Middle-Tier REMIC" and the "Lower-Tier
REMIC," respectively, and each, a "REMIC"). The Certificates (other than
Exchangeable Certificates and the Class 1-A-R Certificate) are referred to
collectively as the "Regular Certificates" and shall constitute "regular
interests" in the Upper-Tier REMIC. The Uncertificated Middle-Tier Interests
shall constitute the "regular interests" in the Middle-Tier REMIC. The
Uncertificated Lower-Tier Interests shall constitute the "regular interests" in
the Lower-Tier REMIC. The Class R-U Interest shall be the sole "residual
interest" in the Upper-Tier REMIC. The Class R-M Interest shall be the sole
"residual interest" in the Middle-Tier REMIC. The Class R-L Interest shall be
the sole "residual interest" in the Lower-Tier REMIC. The Class 1-A-R
Certificate shall represent ownership of the Class R-U Interest, the Class R-M
Interest and the Class R-L Interest. The portion of the Trust Estate consisting
of the Exchangeable Certificates shall not be assets of any REMIC created
hereunder, but rather shall be assets of the Grantor Trust. The assets of the
Grantor Trust, the Certificates and the Uncertificated Lower-Tier Interests will
represent the entire beneficial ownership interest in the Trust. The "latest
possible maturity date" for federal income tax purposes of all interests created
hereby will be the REMIC Certificate Maturity Date.

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

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                   Initial Class                                     Integral
                    Certificate                                    Multiples in
                     Balance or      Pass-Through      Minimum       Excess of
    Classes       Notional Amount        Rate        Denomination     Minimum
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Class 1-A-1      $359,528,000.00(1)     6.250%          $1,000          $1
Class 1-A-2       $13,040,000.00(1)     6.250%          $1,000          $1
Class 1-A-3       $37,478,000.00(1)     6.000%          $1,000          $1
Class 1-A-4        $1,561,583.00(1)     6.000%         $100,000         $1
Class 1-A-5      $208,773,000.00(1)     6.000%          $1,000          $1
Class 1-A-6        $8,698,875.00(1)     6.000%         $100,000         $1
Class 1-A-7       $27,984,000.00(1)     6.000%          $1,000          $1
Class 1-A-8        $1,166,000.00(1)     6.000%         $100,000         $1
Class 1-A-9       $25,078,000.00(1)     6.000%          $1,000          $1
Class 1-A-10       $1,044,916.00(1)     6.000%         $100,000         $1
Class 1-A-11      $58,470,000.00(1)     6.000%          $1,000          $1
Class 1-A-12       $2,436,250.00(1)     6.000%         $100,000         $1
Class 1-A-13       $1,745,000.00(1)     6.000%          $1,000          $1
Class 1-A-14          $72,708.00(1)     6.000%         $25,000          $1
Class 1-A-15      $13,040,000.00(1)     6.000%          $1,000          $1
Class 1-A-16         $543,333.00(1)     6.000%         $100,000         $1
Class 1-A-17     $236,757,000.00(1)     6.000%          $1,000          $1
Class 1-A-18     $261,835,000.00(1)     6.000%          $1,000          $1
Class 1-A-19     $320,305,000.00(1)     6.000%          $1,000          $1
Class 1-A-20      $53,062,000.00(1)     6.000%          $1,000          $1
Class 1-A-21     $113,277,000.00(1)     6.000%          $1,000          $1
Class 1-A-22      $85,293,000.00(1)     6.000%          $1,000          $1
Class 1-A-23      $60,215,000.00(1)     6.000%          $1,000          $1
Class 1-A-24     $372,568,000.00(1)     6.000%          $1,000          $1
Class 1-A-25     $359,528,000.00(1)     6.000%          $1,000          $1
Class 1-A-26       $9,864,875.00(1)     6.000%         $100,000         $1
Class 1-A-27      $10,909,791.00(1)     6.000%         $100,000         $1
Class 1-A-28      $13,346,041.00(1)     6.000%         $100,000         $1
Class 1-A-29       $2,210,916.00(1)     6.000%         $100,000         $1
Class 1-A-30       $4,719,874.00(1)     6.000%         $100,000         $1
Class 1-A-31       $3,553,874.00(1)     6.000%         $100,000         $1
Class 1-A-32       $2,508,958.00(1)     6.000%         $100,000         $1
Class 1-A-33      $15,523,666.00(1)     6.000%         $100,000         $1
Class 1-A-34      $14,980,333.00(1)     6.000%         $100,000         $1
Class 1-A-35      $37,478,000.00(1)     6.250%          $1,000          $1
Class 1-A-36     $208,773,000.00(1)     6.250%          $1,000          $1
Class 1-A-37     $236,757,000.00(1)     6.250%          $1,000          $1
Class 1-A-38     $261,835,000.00(1)     6.250%          $1,000          $1
Class 1-A-39      $58,470,000.00(1)     6.250%          $1,000          $1
Class 1-A-40       $1,745,000.00(1)     6.250%          $1,000          $1
Class 1-A-41     $320,305,000.00(1)     6.250%          $1,000          $1
Class 1-A-42      $53,062,000.00(1)     6.250%          $1,000          $1
Class 1-A-43     $113,277,000.00(1)     6.250%          $1,000          $1
Class 1-A-44      $85,293,000.00(1)     6.250%          $1,000          $1
Class 1-A-45      $60,215,000.00(1)     6.250%          $1,000          $1
Class 1-A-46     $372,568,000.00(1)     6.250%          $1,000          $1
Class 1-A-R                 $100.00     6.250%           $100           N/A
Class 1-PO            $2,226,599.00       (2)          $25,000          $1
Class 1-IO           $30,079,408.00     6.500%        $1,000,000        $1
Class 2-A-1       $11,712,000.00(1)       (3)          $25,000          $1
Class 2-A-2       $38,433,000.00(1)       (3)          $25,000          $1
Class 2-A-3           $3,775,000.00       (3)           $1,000          $1
Class 2-A-4       $50,145,000.00(1)       (3)          $25,000          $1
Class B-1             $8,664,000.00       (4)          $25,000          $1
Class B-2             $2,665,000.00       (4)          $25,000          $1
Class B-3             $1,111,000.00       (4)          $25,000          $1
Class B-4             $1,777,000.00       (4)          $25,000          $1
Class B-5               $444,000.00       (4)          $25,000          $1
Class B-6               $889,410.00       (4)          $25,000          $1

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(1)   Maximum Initial Class Certificate Balance or Maximum Initial Class
      Notional Amount.

(2)   The Class 1-PO Certificates are Principal Only Certificates and will not
      be entitled to distributions of interest.

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

(4)   Interest will accrue on these Certificates for each Distribution Date at a
      per annum rate equal to (a) the weighted average (based on the Group
      Subordinate Amount for each Loan Group) of (i) with respect to Loan Group
      1, 6.250% and (ii) with respect to Loan Group 2, the Net WAC for the Group
      2 Mortgage Loans.

<PAGE>

                                    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
interest-bearing Class (other than a Class of Exchangeable Certificates), 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 Form 10-D Information: As defined in Section 3.22(b).

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

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

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

      Adjusted Pool Amount (Non-PO Portion): With respect to any Distribution
Date and Loan Group, the difference between the Adjusted Pool Amount for such
Loan Group and the Adjusted Pool Amount (PO Portion) for such Loan Group.

      Adjusted Pool Amount (PO Portion): With respect to any Distribution Date
and Loan Group 1, the sum of the amounts, calculated as follows, with respect to
all Outstanding Mortgage Loans of such Loan Group: the product of (i) the PO
Percentage for each such Mortgage Loan and (ii) the remainder of (A) the Cut-off
Date Principal Balance of such Mortgage Loan minus (B) the sum of (x) all
amounts in respect of principal received in respect of such Mortgage Loan
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of the Certificates of the
Related Group on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-off Date through the end of the
month preceding such Distribution Date. With respect to any Distribution Date
and Loan Group 2, zero.

      Advance: A Periodic Advance or a Servicing Advance.

      Aggregate Subordinate Percentage: As to any Distribution Date, the
aggregate Class Certificate Balance of the Subordinate Certificates divided by
the aggregate Pool Stated Principal Balance (Non-PO Portion) for both of the
Loan Groups.

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

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

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

      Appraised Value: With respect to any Mortgaged Property, either (i) the
lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan or an automated valuation model
or tax assessed value (if permitted by the applicable mortgage loan program) 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 either in an appraisal obtained at the time of refinancing or
an automated valuation model or tax assessed value (if permitted by the
applicable mortgage loan program), or (ii) the appraised value determined in an
appraisal made at the request of a Mortgagor subsequent to origination in order
to eliminate the Mortgagor's obligation to keep a Primary Insurance Policy in
force.

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

      Authenticating Agents: As defined in Section 9.10.

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

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

      BPP Mortgage Loan: Any Mortgage Loan which includes a Borrowers Protection
Plan(R) addendum to the related Mortgage Note whereby Bank of America agrees to
cancel (i) certain payments of principal and interest on such Mortgage Loan for
up to twelve months upon the disability or involuntary unemployment of the
Mortgagor or (ii) the outstanding principal balance of the Mortgage Loan upon
the accidental death of the Mortgagor; provided that such Borrowers Protection
Plan(R) has not been terminated in accordance with its terms.

      BPP Mortgage Loan Payment: With respect to any BPP Mortgage Loan, the
Monthly Covered Amount or Total Covered Amount, if any, payable by Bank of
America pursuant to Section 5 of the Mortgage Loan Purchase Agreement.

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

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

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

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

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

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

      Capitalized Advance 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 Mortgage 2007-4 Trust Mortgage
Pass-Through Certificates, Series 2007-4 that are issued pursuant to this
Agreement.

      Certificate Account: The Eligible Account created and maintained by the
Trustee pursuant to Section 3.08(c) in the name of the Trustee for the benefit
of the Certificateholders and designated "Wells Fargo Bank, N.A., in trust for
registered holders of Banc of America Mortgage 2007-4 Trust Mortgage
Pass-Through Certificates, Series 2007-4." The Certificate Account shall be
deemed to consist of three sub-accounts; one for each Group and a third
sub-account referred to herein as the Upper-Tier Certificate Sub-Account and the
Exchangeable Certificate Grantor Trust Account shall be deemed to be
sub-accounts of the Certificate Account. Funds in the Certificate Account shall
be held in trust for the Holders of the Certificates of such Group for the uses
and purposes set forth in this Agreement.

      Certificate Balance: With respect to any Certificate (other than an
Exchangeable Certificate) at any date, the maximum dollar amount of principal to
which the Holder thereof is then entitled hereunder (assuming in the case of an
Exchangeable REMIC Certificate that no exchanges have occurred), 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, Wells Fargo Bank, N.A.; thereafter any
other Certificate Custodian acceptable to the Depository and selected by the
Trustee.

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

      Certificate Register: The register maintained pursuant to Section 6.02.

      Certificate Registrar: The registrar appointed pursuant to Section 6.02.

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

      Certification: As defined in Section 3.22(c).

      Class: As to the Certificates, the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14,
Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class
1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25,
Class 1-A-26, Class 1-A-27, Class 1-A-28, Class 1-A-29, Class 1-A-30, Class
1-A-31, Class 1-A-32, Class 1-A-33, Class 1-A-34, Class 1-A-35, Class 1-A-36,
Class 1-A-37, Class 1-A-38, Class 1-A-39, Class 1-A-40, Class 1-A-41, Class
1-A-42, Class 1-A-43, Class 1-A-44, Class 1-A-45, Class 1-A-46, Class 1-A-R,
Class 1-IO, Class 1-PO, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4,
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6, as the
case may be.

      Class 1-A-3 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the
Class Certificate Balance of the Class 1-A-3 Certificates would be reduced as
a result of the allocation of any reduction pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).

      Class 1-A-4 Notional Amount: As to any Distribution Date and the Class
1-A-4 Certificates, 4.1666666667% of the Class Certificate Balance of the
Class 1-A-3 Certificates.

      Class 1-A-5 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the
Class Certificate Balance of the Class 1-A-5 Certificates would be reduced as
a result of the allocation of any reduction pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).

      Class 1-A-6 Notional Amount: As to any Distribution Date and the Class
1-A-6 Certificates, 4.1666666667% of the Class Certificate Balance of the
Class 1-A-5 Certificates.

      Class 1-A-7 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the
Class Certificate Balance of the Class 1-A-7 Certificates would be reduced as
a result of the allocation of any reduction pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).

      Class 1-A-8 Notional Amount: As to any Distribution Date and the Class
1-A-8 Certificates, 4.1666666667% of the Class Certificate Balance of the
Class 1-A-7 Certificates.

      Class 1-A-9 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the
Class Certificate Balance of the Class 1-A-9 Certificates would be reduced as
a result of the allocation of any reduction pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).

      Class 1-A-10 Notional Amount: As to any Distribution Date and the Class
1-A-10 Certificates, 4.1666666667% of the Class Certificate Balance of the
Class 1-A-9 Certificates.

      Class 1-A-11 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the
Class Certificate Balance of the Class 1-A-11 Certificates would be reduced
as a result of the allocation of any reduction pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).

      Class 1-A-12 Notional Amount: As to any Distribution Date and the Class
1-A-12 Certificates, 4.1666666667% of the Class Certificate Balance of the
Class 1-A-11 Certificates.

      Class 1-A-13 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the
Class Certificate Balance of the Class 1-A-13 Certificates would be reduced
as a result of the allocation of any reduction pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).

      Class 1-A-14 Notional Amount: As to any Distribution Date and the Class
1-A-14 Certificates, 4.1666666667% of the Class Certificate Balance of the
Class 1-A-13 Certificates.

      Class 1-A-15 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date, the lesser of (a) the
Class Certificate Balance of the Class 1-A-15 Certificates with respect to
such Distribution Date prior to any reduction for the Class 1-A-15 Loss
Allocation Amount and (b) the sum of the Class 1-A-3 Loss Amount, Class 1-A-5
Loss Amount, Class 1-A-7 Loss Amount, Class 1-A-9 Loss Amount, Class 1-A-11
Loss Amount and Class 1-A-13 Loss Amount with respect to such Distribution
Date.

      Class 1-A-16 Notional Amount: As to any Distribution Date and the Class
1-A-16 Certificates, 4.1666666667% of the Class Certificate Balance of the
Class 1-A-15 Certificates.

      Class 1-IO Notional Amount: As to any Distribution Date and the Class
1-IO Certificates, the product of (i) the aggregate Stated Principal Balance
of the Group 1 Premium Mortgage Loans on the Due Date in the month preceding
the month of such Distribution Date and (ii) a fraction, (a) the numerator of
which is equal to the weighted average of the Net Mortgage Interest Rates of
the Group 1 Premium Mortgage Loans (based on the Stated Principal Balances of
the Group 1 Premium Mortgage Loans as of the Due Date in the month preceding
the month of such Distribution Date) minus 6.250% and (b) the denominator of
which is equal to 6.500%.

      Class 2-A-1 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the
Class Certificate Balance of the Class 2-A-1 Certificates would be reduced as
a result of the allocation of any reduction pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).

      Class 2-A-2 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date, the amount, if any, by which the
Class Certificate Balance of the Class 2-A-2 Certificates would be reduced as
a result of the allocation of any reduction pursuant to Section 5.03(b) to
such Class, without regard to the operation of Section 5.03(e).

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

      Class Certificate Balance: With respect to any Class (other than the
Exchangeable Certificates and the Interest Only Certificates) and any date of
determination, and subject to Section 5.03(f), the Initial Class Certificate
Balance of such Class or, in the case of a Class of Exchangeable REMIC
Certificates, the Maximum Initial Class Certificate Balance, minus (A) the
sum of (i) all distributions of principal allocated thereto (including in the
case of any Class of Subordinate Certificates any principal otherwise payable
to such Class of Subordinate Certificates used to pay any PO Deferred
Amounts), (ii) all reductions in Class Certificate Balance previously
allocated thereto pursuant to Section 5.03(b) and (iii) any reduction
allocated to a Class pursuant to Section 5.03(e) plus (B) the sum of (i) all
increases in Class Certificate Balance previously allocated thereto pursuant
to Section 5.03(b) and (ii)  any increases allocated to a Class pursuant to
Section 5.03(e). The Class 1-A-4, Class 1-A-6, Class 1-A-8, Class 1-A-10,
Class 1-A-12, Class 1-A-14, Class 1-A-16 and Class 1-IO Certificates are
Interest Only Certificates and have no Class Certificate Balance. A Class of
Exchangeable Certificates has no Class Certificate Balance.

      Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class (other than the Exchangeable 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 distributable on
such Class on such Distribution Date pursuant to clause (i) of the definition
of "Interest Distribution Amount."

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

      Closing Date: November 29, 2007.

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

      Combination Group: Each Exchangeable Combination and Exchangeable REMIC
Combination having the same numerical designation as set forth on Exhibit S.

      Compensating Interest: With respect to any Distribution Date, the least
of (a) the aggregate Servicing Fee for such Distribution Date (before giving
effect to any reduction pursuant to Section 3.17), (b) the Prepayment
Interest Shortfall for such Distribution Date and (c) one-twelfth of 0.25% of
the Pool Stated Principal Balances of Loan Group 1 and Loan Group 2. To the
extent that the aggregate Prepayment Interest Shortfall for a Distribution
Date exceeds Compensating Interest, the Compensating Interest for such
Distribution Date shall be allocated between the Loan Groups in proportion to
the respective Prepayment Interest Shortfalls relating to such Loan Groups.

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

      Corporate Trust Office: The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement is conducted, which office at the date of the
execution of this instrument is located at 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, Attention: Client Manager - BOAMS 2007-4, and for
certificate transfer purposes is located at Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services -
BOAMS 2007-4, or at such other address as the Trustee may designate from time
to time by notice to the Certificateholders, the Depositor and the Servicer.

      Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Middle-Tier Interests, the Corresponding Upper-Tier Class or
Classes, as follows:

    Uncertificated                   Corresponding Upper-Tier
 Middle-Tier Interest                    Class or Classes
Class 1-A-M3 Interest  Class 1-A-3 and Class 1-A-4 Certificates
Class 1-A-M5 Interest  Class 1-A-5 and Class 1-A-6 Certificates
Class 1-A-M7 Interest  Class 1-A-7 and Class 1-A-8 Certificates
Class 1-A-M9 Interest  Class 1-A-9 and Class 1-A-10 Certificates
Class 1-A-M11 Interest Class 1-A-11 and Class 1-A-12 Certificates
Class 1-A-M13 Interest Class 1-A-13 and Class 1-A-14 Certificates
Class 1-A-M15 Interest Class 1-A-15 and Class 1-A-16 Certificates
Class 1-A-MUR Interest Class 1-A-R Certificate
Class 1-MIO Interest   Class 1-IO Certificates
Class 1-MPO Interest   Class 1-PO Certificates
Class 2-A-M1 Interest  Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates
Class B-M1 Interest    Class B-1, Class B-2, Class B-3, Class B-4, Class
                       B-5 and Class B-6 Certificates

      CUSIP Number: With respect to each Certificate, the identification
number provided by the CUSIP Service Bureau and appearing on the face of such
Certificate.

      Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 9.12. The
Custodian may (but need not) be the Trustee or any Person directly or
indirectly controlling or controlled by or under common control of either of
them. Neither the Servicer nor the Depositor, nor any Person directly or
indirectly controlling or controlled by or under common control with any such
Person may be appointed Custodian.

      Customary Servicing Procedures: With respect to the Servicer,
procedures (including collection procedures) that the Servicer customarily
employs and exercises in servicing and administering mortgage loans for its
own account and which are in accordance with accepted mortgage servicing
practices of prudent lending institutions servicing mortgage loans of the
same type as the Mortgage Loans in the jurisdictions in which the related
Mortgaged Properties are located.

      Cut-off Date: November 1, 2007.

      Cut-off Date Pool Principal Balance: For each Loan Group, the aggregate
of the Cut-off Date Principal Balances of the Mortgage Loans in such Loan
Group, which is $388,389,160.73 for Loan Group 1 and $55,875,948.71 for Loan
Group 2.

      Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date,
reduced by all installments of principal due on or prior thereto whether or
not paid.

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

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

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

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

      Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the
subject of a Deficient Valuation.

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

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

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

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

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

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

      Discount Mortgage Loan: Any Group 1 Discount Mortgage Loan.

      Distribution Date: The 25th day of each month beginning in December
2007 (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.

      Electronic Recording: A mortgage or a mortgage-related document
created, generated, sent, communicated, received, or stored by electronic
means (that complies with the requirements of the Electronic Signatures in
Global and National Commerce Act or the Uniform Electronic Transactions Act,
as applicable) that has been accepted for recording by a participating county
land records office which accepts such electronic record of a mortgage or a
mortgage-related document as an alternative to recordation of the original
paper form of such document.

      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 (or, in the case of S&P, a long-term rating of at
least "BBB+" if no short-term rating is available) of each Rating Agency at
the time any amounts are held on deposit therein, or (ii) a trust account or
accounts maintained with the trust department of a federal or state chartered
depository institution or trust company, acting in its fiduciary capacity or
(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 or Bank of America. If an
account ceases to be an Eligible Account under clause (i) and does not
otherwise qualify under clause (ii) or (iii), the account will be moved
within 30 days to a depository meeting the ratings criteria contained in
clause (i).

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

      ERISA Restricted Certificates: Any Class B-4, Class B-5 or Class B-6
Certificate.

      Escrow Account: As defined in Section 3.09(a).

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

      Events of Default: As defined in Section 8.01.

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

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

      Exchangeable Certificate Grantor Trust Account: The sub-account of the
Certificate Account designated by the Trustee pursuant to Section 5.10(g)(i).

      Exchangeable Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-17,
Class 1-A-18, Class 1-A-19, Class 1-A-20, Class 1-A-21, Class 1-A-22, Class
1-A-23, Class 1-A-24, Class 1-A-25, Class 1-A-26, Class 1-A-27, Class 1-A-28,
Class 1-A-29, Class 1-A-30, Class 1-A-31, Class 1-A-32, Class 1-A-33, Class
1-A-34, Class 1-A-35, Class 1-A-36, Class 1-A-37, Class 1-A-38, Class 1-A-39,
Class 1-A-40, Class 1-A-41, Class 1-A-42, Class 1-A-43, Class 1-A-44, Class
1-A-45, Class 1-A-46 and Class 2-A-4 Certificates.

      Exchangeable Classes: The Classes of Exchangeable Certificates.

      Exchangeable Combination: Any of the Exchangeable Combination 1,
Exchangeable Combination 2, Exchangeable Combination 3, Exchangeable
Combination 4, Exchangeable Combination 5, Exchangeable Combination 6,
Exchangeable Combination 7, Exchangeable Combination 8, Exchangeable
Combination 9, Exchangeable Combination 10, Exchangeable Combination 11,
Exchangeable Combination 12, Exchangeable Combination 13, Exchangeable
Combination 14, Exchangeable Combination 15, Exchangeable Combination 16,
Exchangeable Combination 17,  Exchangeable Combination 18, Exchangeable
Combination 19,  Exchangeable Combination 20,  Exchangeable Combination 21,
Exchangeable Combination 22, Exchangeable Combination 23, Exchangeable
Combination 24, Exchangeable Combination 25, Exchangeable Combination 26,
Exchangeable Combination 27,  Exchangeable Combination 28, Exchangeable
Combination 29, Exchangeable Combination 30,  Exchangeable Combination 31,
Exchangeable Combination 32 and Exchangeable Combination 33, as applicable.

      Exchangeable Combination 1: The Class 1-A-1 Certificates.

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

      Exchangeable Combination 3: The Class 1-A-17 Certificates.

      Exchangeable Combination 4: The Class 1-A-18 Certificates.

      Exchangeable Combination 5: The Class 1-A-19 Certificates.

      Exchangeable Combination 6: The Class 1-A-20 Certificates.

      Exchangeable Combination 7: The Class 1-A-21 Certificates.

      Exchangeable Combination 8: The Class 1-A-22 Certificates.

      Exchangeable Combination 9: The Class 1-A-23 Certificates.

      Exchangeable Combination 10: The Class 1-A-24 Certificates.

      Exchangeable Combination 11: The Class 1-A-25 Certificates.

      Exchangeable Combination 12: The Class 1-A-26 Certificates.

      Exchangeable Combination 13: The Class 1-A-27 Certificates.

      Exchangeable Combination 14: The Class 1-A-28 Certificates.

      Exchangeable Combination 15: The Class 1-A-29 Certificates.

      Exchangeable Combination 16: The Class 1-A-30 Certificates.

      Exchangeable Combination 17: The Class 1-A-31 Certificates.

      Exchangeable Combination 18: The Class 1-A-32 Certificates.

      Exchangeable Combination 19: The Class 1-A-33 Certificates.

      Exchangeable Combination 20: The Class 1-A-34 Certificates.

      Exchangeable Combination 21: The Class 1-A-35 Certificates.

      Exchangeable Combination 22: The Class 1-A-36 Certificates.

      Exchangeable Combination 23: The Class 1-A-37 Certificates.

      Exchangeable Combination 24: The Class 1-A-38 Certificates.

      Exchangeable Combination 25: The Class 1-A-39 Certificates.

      Exchangeable Combination 26: The Class 1-A-40 Certificates.

      Exchangeable Combination 27: The Class 1-A-41 Certificates.

      Exchangeable Combination 28: The Class 1-A-42 Certificates.

      Exchangeable Combination 29: The Class 1-A-43 Certificates.

      Exchangeable Combination 30: The Class 1-A-44 Certificates.

      Exchangeable Combination 31: The Class 1-A-45 Certificates.

      Exchangeable Combination 32: The Class 1-A-46 Certificates.

      Exchangeable Combination 33: The Class 2-A-4 Certificates.

      Exchangeable REMIC Certificates: The Class 1-A-3, Class 1-A-4, Class
1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10,
Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class
1-A-16, Class 2-A-1 and Class 2-A-2 Certificates.

      Exchangeable REMIC Classes: The Classes of Exchangeable REMIC
Certificates.

      Exchangeable REMIC Combination: Any of the Exchangeable REMIC
Combination 1, Exchangeable REMIC Combination 2, Exchangeable REMIC
Combination 3, Exchangeable REMIC Combination 4, Exchangeable REMIC
Combination 5, Exchangeable REMIC Combination 6, Exchangeable REMIC
Combination 7, Exchangeable REMIC Combination 8, Exchangeable REMIC
Combination 9, Exchangeable REMIC Combination 10, Exchangeable REMIC
Combination 11, Exchangeable REMIC Combination 12, Exchangeable REMIC
Combination 13, Exchangeable REMIC Combination 14, Exchangeable REMIC
Combination 15, Exchangeable REMIC Combination 16, Exchangeable REMIC
Combination 17, Exchangeable REMIC Combination 18, Exchangeable REMIC
Combination 19, Exchangeable REMIC Combination 20, Exchangeable REMIC
Combination 21, Exchangeable REMIC Combination 22, Exchangeable REMIC
Combination 23, Exchangeable REMIC Combination 24, Exchangeable REMIC
Combination 25, Exchangeable REMIC Combination 26, Exchangeable REMIC
Combination 27, Exchangeable REMIC Combination 28, Exchangeable REMIC
Combination 29, Exchangeable REMIC Combination 30, Exchangeable REMIC
Combination 31, Exchangeable REMIC Combination 32, and Exchangeable REMIC
Combination 33, as applicable.

      Exchangeable REMIC Combination 1: The Class 1-A-3, Class 1-A-4, Class
1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10,
Class 1-A-11, Class 1-A-12, Class 1-A-13 and Class 1-A-14 Certificates.

      Exchangeable REMIC Combination 2: The Class 1-A-15 and Class 1-A-16
Certificates.

      Exchangeable REMIC Combination 3: The Class 1-A-5 and Class 1-A-7
Certificates.

      Exchangeable REMIC Combination 4: The Class 1-A-5, Class 1-A-7 and
Class 1-A-9 Certificates.

      Exchangeable REMIC Combination 5: The Class 1-A-5, Class 1-A-7, Class
1-A-9 and Class 1-A-11 Certificates.

      Exchangeable REMIC Combination 6: The Class 1-A-7 and Class 1-A-9
Certificates.

      Exchangeable REMIC Combination 7: The Class 1-A-7, Class 1-A-9, Class
1-A-11 and Class 1-A-13 Certificates.

      Exchangeable REMIC Combination 8: The Class 1-A-9, Class 1-A-11 and
Class 1-A-13 Certificates.

      Exchangeable REMIC Combination 9: The Class 1-A-11 and Class 1-A-13
Certificates.

      Exchangeable REMIC Combination 10: The Class 1-A-3, Class 1-A-5, Class
1-A-7, Class 1-A-9, Class 1-A-11, Class 1-A-13 and Class 1-A-15 Certificates.

      Exchangeable REMIC Combination 11: The Class 1-A-3, Class 1-A-5, Class
1-A-7, Class 1-A-9, Class 1-A-11 and Class 1-A-13 Certificates.

      Exchangeable REMIC Combination 12: The Class 1-A-6 and Class 1-A-8
Certificates.

      Exchangeable REMIC Combination 13: The Class 1-A-6, Class 1-A-8 and
Class 1-A-10 Certificates.

      Exchangeable REMIC Combination 14: The Class 1-A-6, Class 1-A-8, Class
1-A-10 and Class 1-A-12 Certificates.

      Exchangeable REMIC Combination 15: The Class 1-A-8 and Class 1-A-10
Certificates.

      Exchangeable REMIC Combination 16: The Class 1-A-8, Class 1-A-10, Class
1-A-12 and Class 1-A-14 Certificates.

      Exchangeable REMIC Combination 17: The Class 1-A-10, Class 1-A-12 and
Class 1-A-14 Certificates.

      Exchangeable REMIC Combination 18: The Class 1-A-12 and Class 1-A-14
Certificates.

      Exchangeable REMIC Combination 19: The Class 1-A-4, Class 1-A-6, Class
1-A-8, Class 1-A-10, Class 1-A-12, Class 1-A-14 and Class 1-A-16 Certificates.

      Exchangeable REMIC Combination 20: The Class 1-A-4, Class 1-A-6, Class
1-A-8, Class 1-A-10, Class 1-A-12 and Class 1-A-14 Certificates.

      Exchangeable REMIC Combination 21: The Class 1-A-3 and Class 1-A-4
Certificates.

      Exchangeable REMIC Combination 22: The Class 1-A-5 and Class 1-A-6
Certificates.

      Exchangeable REMIC Combination 23: The Class 1-A-5, Class 1-A-6, Class
1-A-7 and Class 1-A-8 Certificates.

      Exchangeable REMIC Combination 24: The Class 1-A-5, Class 1-A-6, Class
1-A-7, Class 1-A-8, Class 1-A-9 and Class 1-A-10 Certificates.

      Exchangeable REMIC Combination 25: The Class 1-A-11 and Class 1-A-12
Certificates.

      Exchangeable REMIC Combination 26: The Class 1-A-13 and Class 1-A-14
Certificates.

      Exchangeable REMIC Combination 27: The Class 1-A-5, Class 1-A-6, Class
1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11 and Class 1-A-12
Certificates.

      Exchangeable REMIC Combination 28: The Class 1-A-7, Class 1-A-8, Class
1-A-9 and Class 1-A-10 Certificates.

      Exchangeable REMIC Combination 29: The Class 1-A-7, Class 1-A-8, Class
1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13 and Class
1-A-14 Certificates.

      Exchangeable REMIC Combination 30: The Class 1-A-9, Class 1-A-10, Class
1-A-11, Class 1-A-12, Class 1-A-13 and Class 1-A-14 Certificates.

      Exchangeable REMIC Combination 31: The Class 1-A-11, Class 1-A-12,
Class 1-A-13 and Class 1-A-14 Certificates.

      Exchangeable REMIC Combination 32: The Class 1-A-3, Class 1-A-4, Class
1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10,
Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15 and
Class 1-A-16 Certificates.

      Exchangeable REMIC Combination 33: The Class 2-A-1 and Class 2-A-2
Certificates.

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

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

      Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Group 1 Senior Certificates and the each Class of Subordinate
Certificates is December 28, 2037 which corresponds to the "latest possible
maturity date" for purposes of Section 860G(a)(1) of the Internal Revenue
Code of 1986, as amended. The Final Scheduled Maturity Date for each Class of
Group 2 Senior Certificates is December 26, 2022 which corresponds to the
"latest possible maturity date" for purposes of Section 860G(a)(1) of the
Internal Revenue Code of 1986, as amended.

      Financial Market Service: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice
to the Trustee.

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

      Fitch: Fitch Ratings, or any successor thereto.

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

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

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

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

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

      Grantor Trust: That portion of the Trust exclusive of the REMICs
consisting of any interests in the Exchangeable REMIC Certificates
beneficially owned in the form of Exchangeable Certificates and rights with
respect thereto.

      Group: Either of Group 1 or Group 2.

      Group 1: The Group 1 Senior Certificates.

      Group 1 Discount Mortgage Loan: A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date less than 6.250% per annum.

      Group 1 Mortgage Loan: Each Mortgage Loan listed on the Mortgage Loan
Schedule as a Group 1 Mortgage Loan.

      Group 1 Premium Mortgage Loan: A Group 1 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date equal to or greater than
6.250% per annum.

      Group 1 Senior Certificates: Class 1-A-3, Class 1-A-4, Class 1-A-5,
Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class
1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 1-A-16,
Class 1-A-R, Class 1-IO and Class 1-PO  Certificates.

      Group 2: The Group 2 Senior Certificates.

      Group 2 Mortgage Loan: Each Mortgage Loan listed on the Mortgage Loan
Schedule as a Group 2 Mortgage Loan.

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

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

      Holder: A Certificateholder.

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

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

      Initial Notional Amount: As to each Class of Interest Only Certificates
(other than the Exchangeable REMIC Certificates and Exchangeable
Certificates), the respective Notional Amounts set forth in the Preliminary
Statement.

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

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

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

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

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

      Interest Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class
1-A-4, Class 1-A-6, Class 1-A-8, Class 1-A-10, Class 1-A-12, Class 1-A-14,
Class 1-A-16, Class 1-A-26, Class 1-A-27, Class 1-A-28, Class 1-A-29, Class
1-A-30, Class 1-A-31, Class 1-A-32, Class 1-A-33, Class 1-A-34 and Class 1-IO
Certificates are the only Classes of Interest Only Certificates.

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

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

      Loan Group: Either of Loan Group 1 or Loan Group 2.

      Loan Group 1: The Group 1 Mortgage Loans.

      Loan Group 2: The Group 2 Mortgage Loans.

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

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

      Lower-Tier REMIC: As defined in the Preliminary Statement, the assets
of which consist of the Mortgage Loans, such amounts as shall from time to
time be held in the Certificate Account (other than amounts held in respect
of the Upper-Tier Certificate Sub-Account or the Exchangeable Certificates
Grantor Trust Account), the insurance policies, if any, relating to a
Mortgage Loan and property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure.

      Maximum Initial Class Certificate Balance: As to each Class of
Exchangeable REMIC Certificates and Exchangeable Certificates (other than a
Class of Interest Only Certificates), the amount for such Class set forth in
the table in the Preliminary Statement under the heading "Initial Class
Certificate Balance or Notional Amount."

      Maximum Initial Notional Amount: As to each Class of Exchangeable REMIC
Certificates and Exchangeable Certificates which is a Class of Interest Only
Certificates, the amount for such Class set forth in the table in the
Preliminary Statement under the heading "Initial Class Certificate Balance or
Notional Amount."

      Maximum Class Certificate Balance: As of any Determination Date and
Class of Exchangeable Certificates (other than a Class of Interest Only
Certificates), the portion of the Maximum Initial Class Certificate Balance
that would be outstanding assuming all the Certificates of each Related
Exchangeable REMIC Class have been exchanged.

      Maximum Notional Amount: As of any Determination Date and Class of
Exchangeable Certificates that are Interest Only Certificates, the portion of
the Maximum Initial Notional Amount that would be outstanding assuming all
the Certificates of each Related Exchangeable REMIC Class have been exchanged.

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

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

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

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

      Monthly Covered Amount: As defined in the Mortgage Loan Purchase
Agreement.

      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, (ii) the Monthly
Covered Amount representing such scheduled monthly payment and (iii) any
Servicer Modification (other than for Capitalized Advance Amounts unless such
Capitalized Advance Amounts have been reimbursed to the Servicer from
payments on Mortgage Loans other than the Mortgage Loans with respect to
which such Capitalized Advance Amounts relate), without giving effect to any
extension granted or agreed to by the Servicer pursuant to Section 3.21.

      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.

      Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate of
interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note.

      Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated November 29, 2007, between Bank of America, as seller, and the
Depositor, as purchaser.

      Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Servicer to reflect the addition of Substitute Mortgage
Loans, the deletion of Defective Mortgage Loans pursuant to the provisions of
this Agreement or upon a Servicer Modification in accordance with Section
3.21) transferred to the Trustee as part of the Trust Estate and from time to
time subject to this Agreement, setting forth the following information with
respect to each Mortgage Loan as of the Cut-off Date (or, with respect to
Substitute Mortgage Loans or, upon a Servicer Modification, as of the close
of business on the day of substitution or the day on which such modification
becomes effective): (i) the Mortgage Loan identifying number; (ii) a code
indicating whether the Mortgaged Property is owner-occupied; (iii) the
property type for each Mortgaged Property; (iv) the original months to
maturity or the remaining months to maturity from the Cut-off Date; (v) the
Loan-to-Value Ratio at origination; (vi) the Mortgage Interest Rate as of the
Cut-off Date; (vii) the date on which the first Monthly Payment was due on
the Mortgage Loan, and, if such date is not the Due Date currently in effect,
such Due Date; (viii) the stated maturity date; (ix) the amount of the
Monthly Payment as of the Cut-off Date; (x) the paid-through date; (xi) the
original principal amount of the Mortgage Loan; (xii) the principal balance
of the Mortgage Loan as of the close of business on the Cut-off Date, after
application of payments of principal due on or before the Cut-off Date,
whether or not collected, and after deduction of any payments collected of
scheduled principal due after the Cut-off Date; (xiii) a code indicating the
purpose of the Mortgage Loan; (xiv) a code indicating the documentation
style; (xv) the Appraised Value; (xvi) the closing date of such Mortgage Loan
and (xvii) the Loan Group of such Mortgage Loan. With respect to the Mortgage
Loans in the aggregate, the Mortgage Loan Schedule shall set forth the
following information, as of the Cut-off Date: (i) the number of Mortgage
Loans; (ii) the current aggregate outstanding principal balance of the
Mortgage Loans; (iii) the weighted average Mortgage Interest Rate of the
Mortgage Loans; and (iv) the weighted average months to maturity of the
Mortgage Loans.

      Mortgage 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 Co-op Shares or residential long-term leases.

      Mortgagor: The obligor on a Mortgage Note.

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

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

      Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage
Interest Rate as of the Cut-off Date of such Discount Mortgage Loan and the
denominator of which is 6.250%. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 100%.

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

      Non-PO Recovery: As to any Distribution Date and Loan Group 1, the
amount of all Recoveries received with respect to such Loan Group during the
calendar month preceding the month of such Distribution Date less the PO
Recovery with respect to such Loan Group for such Distribution Date. As to
any Distribution Date and Loan Group 2, the amount of all Recoveries received
with respect to Loan Group 2 during the calendar month preceding the month of
such Distribution Date.

      Non-Supported Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls
exceeds Compensating Interest for such Distribution Date.

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

      Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed and which, in the good faith judgment of the Servicer,
will not or, in the case of a proposed Advance, would not be ultimately
recoverable from the related Mortgagor, related Liquidation Proceeds, or
other recoveries in respect of the related Mortgage Loan. 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 Non-Recoverable Advance.

      Notional Amount: With respect to: (i) the Class 1-IO Certificates and
any date of determination, the Class 1-IO Notional Amount, (ii) the Class
1-A-4 Certificates and any date of determination, the Class 1-A-4 Notional
Amount, (iii) the Class 1-A-6 Certificates and any date of determination, the
Class 1-A-6 Notional Amount, (iv) the Class 1-A-8 Certificates and any date
of determination, the Class 1-A-8 Notional Amount, (v) the Class 1-A-10
Certificates and any date of determination, the Class 1-A-10 Notional Amount,
(vi) the Class 1-A-12 Certificates and any date of determination, the Class
1-A-12 Notional Amount, (vii) the Class 1-A-14 Certificates and any date of
determination, the Class 1-A-14 Notional Amount and (viii) the Class 1-A-16
Certificates and any date of determination, the Class 1-A-16 Notional Amount.

      OCC: The Office of the Comptroller of the Currency.

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

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

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

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

                    Class B-1                       1.56%
                    Class B-2                       0.95%
                    Class B-3                       0.70%
                    Class B-4                       0.30%
                    Class B-5                       0.20%
                    Class B-6                       0.00%

      Original Subordinate Class Certificate Balance: $15,550,410.00.

      OTS: The Office of Thrift Supervision.

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

      Outstanding Exchangeable Certificate: Any Exchangeable Certificate
issued hereunder; provided, however, that upon the exchange of any
Exchangeable Certificate pursuant to Section 6.04 hereof, the Exchangeable
Certificate so exchanged shall be deemed no longer to be an Outstanding
Exchangeable Certificate, and each Exchangeable REMIC Certificate issued in
exchange therefor shall be deemed to be an Outstanding Exchangeable REMIC
Certificate.

      Outstanding Exchangeable REMIC Certificate: Any Exchangeable REMIC
Certificate issued hereunder; provided, however, that upon the exchange of
any Exchangeable REMIC Certificate pursuant to Section 6.04 hereof, the
Exchangeable REMIC Certificate so exchanged shall be deemed no longer to be
an Outstanding Exchangeable REMIC Certificate, and the Exchangeable
Certificate issued in exchange therefor shall be deemed to be an Outstanding
Exchangeable Certificate.

      Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due Date and
which was not purchased from the Trust prior to such Due Date pursuant to
Section 2.02 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: As to each Class of interest-bearing Certificates,
the per annum rate set forth or described in the Preliminary Statement.

      Paying Agent: As defined in Section 9.13.

      Percentage Interest: As to any Certificate, the percentage obtained by
dividing the Denomination of such Certificate by the Initial Class
Certificate Balance or Initial Notional Amount (or the Maximum Initial Class
Certificate Balance or Maximum Initial Notional Amount in the case of a Class
of Exchangeable REMIC Certificates or Exchangeable Certificates), as
applicable, of the Class of which such Certificate is a part. Notwithstanding
the foregoing, for purposes of making actual distributions of principal or
interest, allocating losses or allocating Voting Rights among the Outstanding
Exchangeable REMIC Certificates or Outstanding Exchangeable Certificates of a
Class, the Percentage Interest refers to each Outstanding Certificate's
proportionate share of such actual distributions, Realized Losses or Voting
Interests based on the proportion that such Certificate's Percentage
Interest, as defined in the first sentence of this definition bears to the
aggregate Percentage Interest as defined in the first sentence of this
definition of all the Outstanding Exchangeable REMIC Certificates or
Outstanding Exchangeable Certificates of such Class.

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

      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 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 "A-1" by S&P and "F-1" by Fitch;

            (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  "A-1" by S&P and "F-1" by Fitch;

            (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 "A-1"
      by S&P and "F-1" by Fitch;

            (v) investments in money market funds (including funds of the
      Trustee or its affiliates, or funds for which an affiliate of the
      Trustee acts as advisor, as well as funds for which the Trustee and its
      affiliates may receive compensation) rated either "AAAm" or "AAAm G" by
      S&P and "AAA" by Fitch (if rated by Fitch) or otherwise approved in
      writing by each Rating Agency; and

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

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

      Permitted Transferee: Any Person other than (i) the United States, or
any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter
1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income) (except certain farmers' cooperatives
described in Code Section 521), (iv) rural electric and telephone
cooperatives described in Code Section 1381(a)(2)(C), (v) a Person with
respect to whom the income on the Residual Certificate is allocable to a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of such Person or any other Person, and
(vi) any other Person so designated by the Servicer based on an Opinion of
Counsel to the effect that any transfer to such Person may cause the Trust or
any other Holder of the Residual Certificate to incur tax liability that
would not be imposed other than on account of such transfer. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.

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

      Physical Certificates: The Class 1-A-R, Class B-4, Class B-5 and Class
B-6 Certificates.

      Plan: As defined in Section 6.02(e).

      PO Deferred Amount: As to any Distribution Date and the Class 1-PO
Certificates, the sum of the amounts by which the Class Certificate Balance
of the Class 1-PO Certificates will be reduced on such Distribution Date or
has been reduced on prior Distribution Dates as a result of Section 5.03(b)
less the sum of (a) the PO Recoveries with respect to Loan Group 1 for prior
Distribution Dates and (b) the amounts distributed to the Class 1-PO
Certificates pursuant to Section 5.02(a)(iii) on prior Distribution Dates.

      PO Percentage: As to any Discount Mortgage Loan, 100% minus the Non-PO
Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.

      PO Principal Amount: As to any Distribution Date and Loan Group 1, the
sum of the applicable PO Percentage of (a) the principal portion of each
Monthly Payment due on each Mortgage Loan in such Loan Group on the related
Due Date, (b) the Stated Principal Balance, as of the date of repurchase, of
each Mortgage Loan in such Loan Group that was repurchased by the Depositor
pursuant to this Agreement during the calendar month preceding the month of
such Distribution Date, (c) any Substitution Adjustment Amount in connection
with any Defective Mortgage Loan in such Loan Group received during the
calendar month preceding the month of such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans
in such Loan Group that are not yet Liquidated Mortgage Loans received during
the calendar month preceding the month of such Distribution Date, (e) with
respect to each Mortgage Loan in such Loan Group that became a Liquidated
Mortgage Loan during the calendar month preceding the month of such
Distribution Date, the amount of Liquidation Proceeds (excluding Excess
Proceeds) allocable to principal received with respect to such Mortgage Loan
during the calendar month preceding the month of such Distribution Date with
respect to such Mortgage Loan and (f) all Principal Prepayments received on
the Mortgage Loans in such Loan Group received during the calendar month
preceding the month of such Distribution Date.

      PO Recovery: As to any Distribution Date and Loan Group 1, the lesser
of (a)  the PO Deferred Amount for the Class 1-PO Certificates for such
Distribution Date and (b) an amount equal to the sum as to each Mortgage Loan
in such Loan Group as to which there has been a Recovery received during the
calendar month preceding the month of such Distribution Date, of the product
of (x) the PO Percentage with respect to such Mortgage Loan and (y) the
amount of the Recovery with respect to such Mortgage Loan. As to any
Distribution Date and Loan Group 2, the PO Recovery is zero.

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

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

      Pool Stated Principal Balance (Non-PO Portion): As to any Distribution
Date and Loan Group, the sum for each Mortgage Loan in such Loan Group of the
product of (a) the Non-PO Percentage of such Mortgage Loan and (b) the Stated
Principal Balance of such Mortgage Loan as of the Due Date in the month
preceding the month in which such Distribution Date occurs.

      Premium Mortgage Loan: Any Group 1 Premium Mortgage Loan.

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

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

      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 Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class
1-PO Certificates are the only Class of Principal Only Certificates.

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

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

      Priority Amount: As to any Distribution Date, the lesser of (i) the
Class Certificate Balance of the Class 1-A-3 Certificates and (ii) the
product of (a) the Non-PO Principal Amount for Loan Group 1, (b) the Shift
Percentage and (c) the Priority Percentage.

      Priority Percentage: As to any Distribution Date, (i) the Class
Certificate Balance of the Class 1-A-3 Certificates divided by (ii) the Pool
Stated Principal Balance (Non-PO Portion) for Loan Group 1.

      Private Certificates: The Class 2-A-1, Class 2-A-2, Class 2-A-4, Class
B-4, Class B-5 and Class B-6 Certificates.

      Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates that is not a Restricted Class, the portion of the
Subordinate Principal Distribution Amounts allocable to such Class, equal to
the product of the Subordinate Principal Distribution Amounts for the
Subordinate Certificates, for such Distribution Date and a fraction, the
numerator of which is the related Class Certificate Balance thereof and the
denominator of which is the aggregate Class Certificate Balance of the
Subordinate Certificates that are not Restricted Classes. The Pro Rata Share
of a Restricted Class shall be 0%.

      Public Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9,
Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class
1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20,
Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class
1-A-26, Class 1-A-27, Class 1-A-28, Class 1-A-29, Class 1-A-30, Class 1-A-31,
Class 1-A-32, Class 1-A-33, Class 1-A-34, Class 1-A-35, Class 1-A-36, Class
1-A-37, Class 1-A-38, Class 1-A-39, Class 1-A-40, Class 1-A-41, Class 1-A-42,
Class 1-A-43, Class 1-A-44, Class 1-A-45, Class 1-A-46, Class 1-A-R, Class
1-IO, Class 1-PO and Class 2-A-3 Certificates.

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

      Rating Agency: Each of Fitch and S&P. If either such organization or a
successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to
the Trustee. References herein to a given rating or rating category of a
Rating Agency shall mean such rating category without giving effect to any
modifiers.

      Realized Loss: With respect to each Liquidated Mortgage Loan, an amount
as of the date of such liquidation, equal to (i) the unpaid principal balance
of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders
up to the Due Date in the month in which Liquidation Proceeds are required to
be distributed on the Stated Principal Balance of such Liquidated Mortgage
Loan from time to time, minus (iii) the Liquidation Proceeds, if any,
received during the month in which such liquidation occurred, to the extent
applied as recoveries of interest at the Net Mortgage Interest Rate and to
principal of the Liquidated Mortgage Loan. With respect to each Mortgage Loan
that has become the subject of a Deficient Valuation, if the principal amount
due under the related Mortgage Note has been reduced, the difference between
the principal balance of the Mortgage Loan outstanding immediately prior to
such Deficient Valuation and the principal balance of the Mortgage Loan as
reduced by the Deficient Valuation. With respect to any Distribution Date and
each Mortgage Loan that (i) has become the subject of a Debt Service
Reduction, the amount, if any, by which the principal portion of the related
Monthly Payment has been reduced or (ii) has become the subject of a Servicer
Modification, any permanent reduction in the principal balance thereof
resulting from such Servicer Modification.

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

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

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

      Regular Certificates: As defined in the Preliminary Statement hereto.

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

      Reimbursement Amount: As defined in Section 2.04.

      Related Exchangeable Class: As to any Exchangeable REMIC Class, each
Exchangeable Class included in the same Combination Group.

      Related Exchangeable REMIC Class: As to any Exchangeable Class, each
Exchangeable REMIC Class included in the same Combination Group.

      Related Group: For Group 1, Loan Group 1 and for Group 2, Loan Group 2.

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

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

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

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

      REMIC Certificate Maturity Date: The "latest possible maturity date" of
the Regular Certificates as that term is defined in Section 2.07.

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

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

      REO Disposition Period: As defined in Section 3.14.

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

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

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

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

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

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

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

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

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

      S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc.,
or any successor thereto.

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

      Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class
1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15,
Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20, Class
1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class 1-A-26,
Class 1-A-27, Class 1-A-28, Class 1-A-29, Class 1-A-30, Class 1-A-31, Class
1-A-32, Class 1-A-33, Class 1-A-34, Class 1-A-35, Class 1-A-36, Class 1-A-37,
Class 1-A-38, Class 1-A-39, Class 1-A-40, Class 1-A-41, Class 1-A-42, Class
1-A-43, Class 1-A-44, Class 1-A-45, Class 1-A-46, Class 1-A-R, Class 1-IO,
Class 1-PO, Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4
Certificates.

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

      Senior Non-PO Certificates: The Class 1-A-3, Class 1-A-4, Class 1-A-5,
Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10, Class
1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15, Class 1-A-16,
Class 1-A-R, Class 1-IO, Class 2-A-1, Class 2-A-2 and Class 2-A-3
Certificates.

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

      Senior Prepayment Percentage: For any Distribution Date and Loan Group
during the five years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Loan Group for any Distribution Date
occurring on or after the fifth anniversary of the first Distribution Date
will, except as provided herein, be as follows: for any Distribution Date in
the first year thereafter, the Senior Percentage for such Loan Group plus 70%
of the Subordinate Percentage for such Loan Group for such Distribution Date;
for any Distribution Date in the second year thereafter, the Senior
Percentage for such Loan Group plus 60% of the Subordinate Percentage for
such Loan Group for such Distribution Date; for any Distribution Date in the
third year thereafter, the Senior Percentage for such Loan Group plus 40% of
the Subordinate Percentage for such Loan Group for such Distribution Date;
for any Distribution Date in the fourth year thereafter, the Senior
Percentage for such Loan Group plus 20% of the Subordinate Percentage for
such Loan Group for such Distribution Date; and for any Distribution Date in
the fifth or later years thereafter, the Senior Percentage for such Loan
Group for such Distribution Date, unless on any of the foregoing Distribution
Dates the Total Senior Percentage exceeds the initial Total Senior
Percentage, in which case the Senior Prepayment Percentage for each Loan
Group for such Distribution Date will once again equal 100%. Notwithstanding
the foregoing, no decrease in the Senior Prepayment Percentage for any Loan
Group will occur unless both of the Senior Step Down Conditions are satisfied.

      Senior Principal Distribution Amount: As to any Distribution Date and
Loan Group, the sum of (i) the Senior Percentage for such Loan Group of the
applicable Non-PO Percentage of the amounts described in clauses (i)(a)
through (d) of the definition of "Non-PO Principal Amount" for such
Distribution Date and Loan Group and (ii) the Senior Prepayment Percentage
for such Loan Group of (1) the applicable Non-PO Percentage of the amounts
described in clauses (i)(e) and (f) and (2) the amount described in
clause (ii) of the definition of "Non-PO Principal Amount" for such
Distribution Date and Loan Group.

      Senior Step Down Conditions: As of any Distribution Date as to which
any decrease in the Senior Prepayment Percentage for any Loan Group applies,
(i) the outstanding principal balance of all Mortgage Loans (including, for
this purpose, any Mortgage Loans in foreclosure, REO Property and any
Mortgage Loan for which the Mortgagor has filed for bankruptcy after the
Closing Date and any Mortgage Loans that were 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 Subordinate
Certificates, is not equal to or greater than 50% or (ii) cumulative Realized
Losses with respect to the Mortgage Loans as of the applicable Distribution
Date do not exceed the percentages of the Original Subordinate Class
Certificate Balance set forth below:

                                                     Percentage of Original
                                                 Subordinate Class Certificate
        Distribution Date Occurring                         Balance
--------------------------------------------------------------------------------
   December 2012 through November 2013                        30%
   December 2013 through November 2014                        35%
   December 2014 through November 2015                        40%
   December 2015 through November 2016                        45%
   December 2016 and thereafter                               50%

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

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

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

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

      Servicer Modification: A modification to the terms of a Mortgage Loan,
in accordance with the terms of Section 3.21, as to which the Mortgagor is in
default or as to which, in the judgment of the Servicer, default is
reasonably foreseeable.

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

      Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its
servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses
reimbursable to the Servicer pursuant to Section 3.14 and any enforcement or
judicial proceedings, including foreclosures, (iii) the management and
liquidation of any REO Property, (iv) compliance with the obligations under
Section 3.12 and (v) any fees relating to credit counseling services (to the
extent not paid by the borrower), including but not limited to counseling
regarding consumer credit, money and fees in connection with any debt
management and budgeting used to aid a borrower with respect to payments on a
Mortgage Loan.

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

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

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

      Servicing Fee Rate: With respect to each Mortgage Loan, 0.250% per
annum.

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

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

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

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

      Shift Percentage: As to any Distribution Date, the percentage indicated
below:

   Distribution Date Occurring In                      Shift Percentage
--------------------------------------------------------------------------------
   December 2007 through November 2012 ..............         0%
   December 2012 through November 2013 ..............         30%
   December 2013 through November 2014 ..............         40%
   December 2014 through November 2015 ..............         60%
   December 2015 through November 2016 ..............         80%
   December 2016 and thereafter .....................        100%

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

      Sponsor: Bank of America, National Association.

      Stated Principal Balance: As to any Mortgage Loan and date, the unpaid
principal balance of such Mortgage Loan as of the specified Due Date or, if
not specified, as of the Due Date immediately preceding such date as
specified in the amortization schedule at the time relating thereto (before
any adjustment to such amortization schedule by reason of any moratorium or
similar waiver or grace period or any adjustment to such amortization
schedule for any Capitalized Advance Amounts other than the amount of such
Capitalized Advance Amounts which have been reimbursed to the applicable
Servicer from payments on Mortgage Loans other than the Mortgage Loans with
respect to which such Capitalized Advance Amounts relate) after giving effect
to (A) any previous partial Principal Prepayments and Liquidation Proceeds
allocable to principal (other than with respect to any Liquidated Mortgage
Loan) and, (B) to the payment of principal due on such Due Date and
irrespective of any delinquency in payment by the related Mortgagor, (C) any
Deficient Valuation and (D) any Realized Losses as a result of Servicer
Modifications incurred prior to such Due Date.

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

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

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

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

      Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the sum of (i) the
Subordinate Percentage for such Loan Group of the applicable Non-PO
Percentage of the amounts described in clauses (i)(a) through (d) of the
definition of "Non-PO Principal Amount" for such Distribution Date and Loan
Group and (ii) the Subordinate Prepayment Percentage of (1) the applicable
Non-PO Percentage of the amounts described in clauses (i)(e) and (f) and
(2) the amount described in clause (ii) of the definition of "Non-PO
Principal Amount" for such Distribution Date and Loan Group.

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

      Subservicing Agreement: Any subservicing agreement (which, in the event
the Subservicer is an affiliate of the Servicer, need not be in writing)
between the Servicer and any Subservicer relating to servicing and/or
administration of certain Mortgage Loans as provided in Section 3.02.

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

      Substitution Adjustment Amount: As defined in Section 2.02.

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

      Total Covered Amount: As defined in the Mortgage Loan Purchase
Agreement.

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

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

      Trust: The trust created by this Agreement.

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

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

      Trustee Fee: As to any Distribution Date and Loan Group, an amount
equal to one-twelfth of the Trustee Fee Rate multiplied by the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan Group as
of the Due Date in the month preceding the month in which such Distribution
Date occurs.

      Trustee Fee Rate: With respect to each Mortgage Loan, 0.00560% per
annum.

      Uncertificated Lower-Tier 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(a) hereof. Any
of the Class 1-L Interest, Class 1-LS Interest, Class 1-LPO Interest, Class
1-LWIO Interest, Class 2-L Interest and Class 2-LS Interest are
Uncertificated Lower-Tier Interests.

      Uncertificated Middle-Tier 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(a) hereof. Any
of the Class 1-A-M3 Interest, Class 1-A-M5 Interest, Class 1-A-M7 Interest,
Class 1-A-M9 Interest, Class 1-A-M11 Interest, Class 1-A-M13 Interest, Class
1-A-M15 Interest, Class 1-A-MUR Interest, Class 1-MIO Interest, Class 1-MPO
Interest, Class 2-A-M1 Interest and Class B-M1 Interest are Uncertificated
Middle-Tier Interests.

      Underwriting Guidelines: The underwriting guidelines of Bank of America.

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

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

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

      Voting Rights: The portion of the voting rights of all of the
Certificates (other than the Exchangeable Certificates) which is allocated to
any Certificate. As of any date of determination, (a) 1% of all Voting Rights
shall be allocated to the Holders of the Class 1-A-4 Certificates, (b) 1% of
all Voting Rights shall be allocated to the Holders of the Class 1-A-6
Certificates, (c) 1% of all Voting Rights shall be allocated to the Holders
of the Class 1-A-8 Certificates, (d) 1% of all Voting Rights shall be
allocated to the Holders of the Class 1-A-10 Certificates, (e) 1% of all
Voting Rights shall be allocated to the Holders of the Class 1-A-12
Certificates, (f) 1% of all Voting Rights shall be allocated to the Holders
of the Class 1-A-14 Certificates, (g) 1% of all Voting Rights shall be
allocated to the Holders of the Class 1-A-16 Certificates, (h) 1% of all
Voting Rights shall be allocated to the Holders of the Class 1-IO
Certificates, (i) 1% of all Voting Rights shall be allocated to the Holder of
the Residual Certificate and (j) the remaining Voting Rights shall be
allocated among Holders of the remaining Classes of Certificates in
proportion to the Certificate Balances of their respective Certificates on
such date. As to any Exchangeable Certificates, in the event that all or a
portion of the Classes of Exchangeable REMIC Certificates in any Exchangeable
REMIC Combination is exchanged for a proportionate portion of the Class of
Exchangeable Certificates in the related Exchangeable Combination, such Class
of Exchangeable Certificates will be entitled to a proportionate share of the
Voting Rights allocated to such Classes of Exchangeable REMIC Certificates.

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

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

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

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

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS
                        ORIGINAL ISSUANCE OF CERTIFICATES

      Section 2.01 Conveyance of Mortgage Loans.  (a)  The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf of the
Trust for the benefit of the Certificateholders, without recourse, all the
right, title and interest of the Depositor in and to the Mortgage Loans,
including all interest and principal received on or with respect to the
Mortgage Loans (other than payments of principal and interest due and payable
on the Mortgage Loans on or before the Cut-off Date). The foregoing sale,
transfer, assignment and set over does not and is not intended to result in a
creation of an assumption by the Trustee of any obligation of the Depositor
or any other Person in connection with the Mortgage Loans or any agreement or
instrument relating thereto, except as specifically set forth herein. In
addition, 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, the Depositor's rights to receive any BPP Mortgage Loan
Payment. It is agreed and understood by the parties hereto that it is not
intended that any mortgage loan be included in the Trust that is a "High-Cost
Home Loan" as defined in any of (i) the New Jersey Home Ownership Act
effective November 27, 2003, (ii) the New Mexico Home Loan Protection Act
effective January 1, 2004, (iii) the Massachusetts Predatory Home Loan
Practices Act effective November 7, 2004 or (iv) the Indiana Home Loan
Practices Act, effective January 1, 2005.

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

      (i) the original Mortgage Note, endorsed by manual or facsimile
   signature in the following form: "Pay to the order of Wells Fargo Bank,
   N.A., as trustee for the holders of the Banc of America Mortgage 2007-4
   Trust Mortgage Pass-Through Certificates, Series 2007-4, without
   recourse," with all necessary intervening endorsements showing a complete
   chain of endorsement from the originator to the Trustee (each such
   endorsement being sufficient to transfer all right, title and interest of
   the party so endorsing, as noteholder or assignee thereof, in and to that
   Mortgage Note);

      (ii) except as provided below, the original recorded Mortgage (or the
   Electronic Recording thereof) with evidence of a recording thereon, or if
   any such Mortgage has not been returned from the applicable recording
   office or has been lost, or if such public recording office retains the
   original recorded Mortgage, a copy of such Mortgage certified by the
   Depositor as being a true and correct copy of the Mortgage;

      (iii) subject to the provisos at the end of this paragraph, a duly
   executed Assignment of Mortgage to "Wells Fargo Bank, N.A., as trustee for
   the holders of the Banc of America Mortgage 2007-4 Trust Mortgage
   Pass-Through Certificates, Series 2007-4" (which may be included in a
   blanket assignment or assignments), together with, except as provided
   below, originals of all interim recorded assignments of such mortgage (or
   the Electronic Recording thereof) or a copy of such interim assignment
   certified by the Depositor as being a true and complete copy of the
   original recorded intervening assignments of Mortgage (each such
   assignment, when duly and validly completed, to be in recordable form and
   sufficient to effect the assignment of and transfer to the assignee
   thereof, under the Mortgage to which the assignment relates); provided
   that, if the related Mortgage has not been returned from the applicable
   public recording office, such Assignment of Mortgage may exclude the
   information to be provided by the recording office; and provided, further,
   if the related Mortgage has been recorded in the name of Mortgage
   Electronic Registration Systems, Inc. ("MERS") or its designee, no
   Assignment of Mortgage in favor of the Trustee will be required to be
   prepared or delivered and instead, the Servicer shall take all actions as
   are necessary to cause the Trust to be shown as the owner of the related
   Mortgage Loan on the records of MERS for purposes of the system of
   recording transfers of beneficial ownership of mortgages maintained by
   MERS;

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

      (v) any of (A) the original or duplicate original mortgagee title
   insurance policy and all riders thereto, (B) a title search showing no
   lien (other than standard exceptions of the type described in Section 2.04
   (viii)) on the Mortgaged Property senior to the lien of the Mortgage or
   (C) an opinion of counsel of the type customarily rendered in the
   applicable jurisdiction in lieu of a title insurance policy;

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

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

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

      (ix) for each Mortgage Loan secured by Co-op Shares, the originals of
   the following documents or instruments:

            (A) The stock certificate;

            (B) The stock power executed in blank;

            (C) The executed proprietary lease;

            (D) The executed recognition agreement;

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

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

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

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

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

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

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

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

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

      If, in the course of such review, the Trustee or the Custodian finds
any document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01 or is omitted from such Mortgage File, the
Trustee shall promptly so notify the Servicer and the Depositor, or shall
cause the Custodian to promptly so notify the Servicer and the Depositor. In
performing any such review, the Trustee or the Custodian may conclusively
rely on the purported genuineness of any such document and any signature
thereon. It is understood that the scope of the Trustee's or the Custodian's
review of the Mortgage Files is limited solely to confirming that the
documents listed in Section 2.01 have been received and further confirming
that any and all documents delivered pursuant to Section 2.01 appear on their
face to have been executed and relate to the Mortgage Loans identified in the
Mortgage Loan Schedule based solely upon the review of items (i) and (xi) in
the definition of Mortgage Loan Schedule. Neither the Trustee nor the
Custodian shall have any responsibility for determining whether any document
is valid and binding, whether the text of any assignment or endorsement is in
proper or recordable form, whether any document has been recorded in
accordance with the requirements of any applicable jurisdiction, or whether a
blanket assignment is permitted in any applicable jurisdiction. The Depositor
hereby covenants and agrees that it will promptly correct or cure such defect
within 90 days from the date it was so notified of such defect and, if the
Depositor does not correct or cure such defect within such period, the
Depositor will either (a) substitute for the related Mortgage Loan a
Substitute Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth below or (b) purchase such
Mortgage Loan from the Trustee at the Repurchase Price for such Mortgage
Loan; provided, however, that in no event shall such a substitution occur
more than two years from the Closing Date; provided, further, that such
substitution or repurchase shall occur within 90 days of when such defect was
discovered if such defect will cause the Mortgage Loan not to be a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code.

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

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

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

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

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

      The Trustee or the Custodian, on behalf of the Trustee, shall be under
no duty or obligation (i) to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they are genuine,
enforceable, or appropriate for the represented purpose or that they are
other than what they purport to be on their face or (ii) to determine whether
any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection with making
the certifications required hereunder, to the extent a title search or
opinion of counsel has been provided in lieu of a title policy for any
Mortgage Loan, the Trustee shall only be responsible for confirming that a
title search or opinion of counsel has been provided for such Mortgage Loan
and shall not be deemed to have certified that the content of such title
search or opinion of counsel is sufficient to meet the requirements of
Section 2.01(b)(v).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      (ix) The Mortgage Note and the related Mortgage are genuine and each is
   the legal, valid and binding obligation of the maker thereof, enforceable
   in accordance with its terms except as enforceability may be limited by
   (A) bankruptcy, insolvency, liquidation, receivership, moratorium,
   reorganization or other similar laws affecting the enforcement of the
   rights of creditors and (B) general principles of equity, whether
   enforcement is sought in a proceeding in equity or at law.

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

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

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

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

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

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

      (xvi) All improvements which were considered in determining the
   Appraised Value of the related Mortgaged Property lay wholly within the
   boundaries and building restriction lines of the Mortgaged Property, and
   no improvements on adjoining properties encroach upon the Mortgaged
   Property.

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

      (xviii) Principal payments on the Mortgage Loan commenced no more than
   sixty days after the proceeds of the Mortgaged Loan were disbursed. The
   Mortgage Loans are 15 to 30-year fixed rate mortgage loans having an
   original term to maturity of not more than 30 years, with interest payable
   in arrears on the first day of the month. Each Mortgage Note requires a
   monthly payment which is sufficient to fully amortize the original
   principal balance over the original term thereof and to pay interest at
   the related Mortgage Interest Rate. The Mortgage Note does not permit
   negative amortization.

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

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

      (xxi) Other than any Borrowers Protection Plan(R) addendum to the
   Mortgage Note of a BPP Mortgage Loan, the Mortgage Note and Mortgage are
   on forms acceptable to Fannie Mae or Freddie Mac.

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

      (xxiii) Each appraisal of the related Mortgaged Property, is in a form
   acceptable to Fannie Mae or Freddie Mac and such appraisal complies with
   the requirements of FIRREA, and was made and signed, prior to the approval
   of the Mortgage Loan application, by a Qualified Appraiser.

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

      (xxv) No Mortgage Loan is a graduated payment mortgage loan, no
   Mortgage Loan has a shared appreciation or other contingent interest
   feature, and no more than 0.80% and 3.20% (by Cut-off Date Principal
   Balance) of the Group 1 Mortgage Loans and Group 2 Mortgage Loans,
   respectively, are Buy-Down Mortgage Loans.

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

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

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

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

      (xxx) All payments required to be made prior to the Cut-off Date for
   such Mortgage Loan under the terms of the Mortgage Note have been made and
   no Mortgage Loan has been more than 30 days delinquent more than once in
   the twelve month period immediately prior to the Cut-off Date.

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

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

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

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

      (xxxv) [Reserved]

      (xxxvi) None of the Mortgage Loans are secured by long-term residential
   leases.

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

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

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

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

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

      (xlii) No Mortgage Loan is a High Cost Loan or Covered Loan, as
   applicable (as such terms are defined in the then-current S&P's LEVELS(R)
   Glossary which is now Version 6.1, Appendix E) and no Mortgage Loan
   originated on or after October 1, 2002 through March 6, 2003 is governed
   by the Georgia Fair Lending Act.

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

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

      It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or
assignment.

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

      Section 2.05 Designation of Interests in the REMICs.  The Depositor
hereby designates the Classes of Senior Certificates (other than the
Exchangeable Certificates and the Class 1-A-R Certificate), the Classes of
Subordinate Certificates as "regular interests" and the Class R-U Interest as
the single class of "residual interest" in the Upper-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Depositor hereby further designates (i) the Uncertificated Middle-Tier
Interests as classes of "regular interests" and the Class R-M Interest as the
single class of "residual interest" in the Middle-Tier REMIC and (ii) the
Uncertificated Lower-Tier Interests as classes of "regular interests" and the
Class R-L Interest as the single class of "residual interest" in the
Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively.

      Section 2.06 Designation of Start-up Day.  The Closing Date is hereby
designated as the "start-up day" of each of the Upper-Tier REMIC, Middle-Tier
REMIC and Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the
Code.

      Section 2.07 REMIC Certificate Maturity Date.  Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the
"latest possible maturity date" of the regular interests in the Upper-Tier
REMIC, Middle-Tier REMIC and Lower-Tier REMIC is December 28, 2037.

      Section 2.08 Execution and Delivery of Certificates.  (a)  The Trustee
(i) in exchange for the Mortgage Loans and all other assets included in the
definition of "Trust Estate," receipt of which is hereby acknowledged,
acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Middle-Tier REMIC and
the Certificateholders, (ii) in exchange for the Uncertificated Lower-Tier
Interests, acknowledges the issuance of and hereby declares that it holds the
Uncertificated Middle-Tier Interests on behalf of the Upper-Tier REMIC and
the Certificateholders and (iii) in exchange for the Uncertificated
Middle-Tier Interests, has executed and delivered to or upon the order of the
Depositor, Certificates (other than the Exchangeable Certificates) in
authorized Denominations which, together with the Uncertificated Middle-Tier
Interests and the Uncertificated Lower-Tier Interests, evidence ownership of
the entire Trust Estate.

      (b)  In addition, the Trustee shall, from time to time as requested by
beneficial owners of Exchangeable REMIC Certificates or Exchangeable
Certificates pursuant to Section 6 6.04, exchange Exchangeable REMIC
Certificates for Exchangeable Certificates and vice versa.

                                 ARTICLE III

                         ADMINISTRATION AND SERVICING
                              OF MORTGAGE LOANS

      Section 3.01 Servicer to Service Mortgage Loans.  For and on behalf of
the Certificateholders, the Servicer shall service and administer the
Mortgage Loans, all in accordance with the terms of this Agreement, Customary
Servicing Procedures, applicable law and the terms of the Mortgage Notes and
Mortgages. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through Subservicers
as provided in Section 3.02, to do or cause to be done any and all things
that it may deem necessary or desirable in connection with such servicing and
administration including, but not limited to, the power and authority,
subject to the terms hereof, (a) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (b) to consent, with respect to the Mortgage Loans
it services, to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this
Agreement), (c) to collect any Insurance Proceeds and other Liquidation
Proceeds relating to the Mortgage Loans it services, and (d) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan it services. The Servicer shall represent and
protect the interests of the Trust in the same manner as it protects its own
interests in mortgage loans in its own portfolio in any claim, proceeding or
litigation regarding a Mortgage Loan and shall not make or permit any
modification, waiver or amendment of any term of any Mortgage Loan, except as
provided pursuant to Section 3.21. Without limiting the generality of the
foregoing, the Servicer, in its own name or in the name of any Subservicer or
the Depositor and the Trustee, is hereby authorized and empowered by the
Depositor and the Trustee, when the Servicer or any Subservicer, as the case
may be, believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or
any of them, any and all instruments or agreements of satisfaction,
cancellation, default, assumption, modification, discharge, partial or full
release, and all other comparable instruments and agreements, with respect to
the Mortgage Loans it services, and with respect to the related Mortgaged
Properties held for the benefit of the Certificateholders. To the extent that
the Servicer is not permitted to execute and deliver such documents pursuant
to the preceding sentence, the Servicer shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery
by either or both of them as are necessary or appropriate to enable the
Servicer to service and administer the Mortgage Loans it services. Upon
receipt of such documents, the Depositor and/or the Trustee, upon the
direction of the Servicer, shall promptly execute such documents and deliver
them to the Servicer. Alternatively, upon the request of the Servicer, the
Trustee shall execute and deliver to the Servicer any additional powers of
attorney and other documents prepared by the Servicer that are reasonably
necessary or appropriate to enable the Servicer to carry out its servicing
and administrative duties under this Agreement.

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

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

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

         (b) For purposes of this Agreement, the Servicer shall be deemed to
   have received any collections, recoveries or payments with respect to the
   Mortgage Loans it services that are received by a Subservicer regardless
   of whether such payments are remitted by the Subservicer to the Servicer.

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

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

         (e) Notwithstanding the foregoing, to the extent the Servicer
   engages any affiliate or third party vendor, including any Subservicer, in
   connection with the performance of any of its duties under this Agreement,
   the Servicer shall immediately notify the Depositor in writing of such
   engagement. To the extent the Depositor notifies the Servicer and the
   Trustee that it has determined that any such affiliate, third party vendor
   or Subservicer is a Servicing Function Participant, the Servicer shall
   cause such Servicing Function Participant to prepare a separate assessment
   and attestation report, as contemplated by Section 3.19 of this Agreement
   and deliver such report to the Trustee as set forth in Section 3.22 of
   this Agreement. In addition, to the extent the Depositor notifies the
   Servicer and the Trustee that it has determined that any such Servicing
   Function Participant would be a "servicer" within the meaning of Item 1101
   of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or
   (iii) of Regulation AB (an "Additional Servicer"), the Servicer shall
   cause such Additional Servicer to prepare a separate compliance statement
   as contemplated by Section 3.18 of this Agreement and deliver such
   statement to the Trustee as set forth in Section 3.22 of this Agreement.
   In addition, if the Depositor determines any such Servicing Function
   Participant would be a "servicer" within the meaning of Item 1101 of
   Regulation AB, the Servicer shall cause such Servicing Function
   Participant to provide the Depositor and the Trustee the information
   required by Section 1108(b) and 1108(c) of Regulation AB within two
   Business Days following such engagement. To the extent the Servicer
   terminates any such Servicing Function Participant that the Depositor has
   determined is a "servicer" within the meaning of Item 1101 of Regulation
   AB, the Servicer shall provide the Depositor and the Trustee the
   information required to enable the Trustee to accurately and timely report
   such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act
   reporting requirements have not been suspended pursuant to Section 15(d)
   of the Exchange Act as set forth in 3.22(g)).

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

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

      Section 3.05 Maintenance of Primary Insurance Policy; Claims;
Collections of BPP Mortgage Loan Payments.  (a)  With respect to each
Mortgage Loan with a Loan-to-Value Ratio in excess of 80% or such other
Loan-to-Value Ratio as may be required by law that was originated with a
Primary Insurance Policy, the Servicer shall, without any cost to the Trust
Estate, maintain or cause the Mortgagor to maintain in full force and effect
a Primary Insurance Policy insuring that portion of the Mortgage Loan in
excess of a percentage in conformity with Fannie Mae requirements. The
Servicer shall pay or shall cause the Mortgagor to pay the premium thereon on
a timely basis, at least until the Loan-to-Value Ratio of such Mortgage Loan
is reduced to 80% or such other Loan-to-Value Ratio as may be required by
law. If such Primary Insurance Policy is terminated, the Servicer shall
obtain from another insurer a comparable replacement policy, with a total
coverage equal to the remaining coverage of such terminated Primary Insurance
Policy. If the insurer shall cease to be an insurer acceptable to Fannie Mae
or Freddie Mac, the Servicer shall notify the Trustee in writing, it being
understood that the Servicer shall not have any responsibility or liability
for any failure to recover under the Primary Insurance Policy for such
reason. If the Servicer determines that recoveries under the Primary
Insurance Policy are jeopardized by the financial condition of the insurer,
the Servicer shall obtain from another insurer which meets the requirements
of this Section 3.05 a replacement insurance policy. The Servicer shall not
take any action that would result in noncoverage under any applicable Primary
Insurance Policy of any loss that, but for the actions of the Servicer, would
have been covered thereunder. In connection with any assumption or
substitution agreement entered into or to be entered into pursuant to Section
3.13, the Servicer shall promptly notify the insurer under the related
Primary Insurance Policy, if any, of such assumption or substitution of
liability in accordance with the terms of such Primary Insurance Policy and
shall take all actions which may be required by such insurer as a condition
to the continuation of coverage under such Primary Insurance Policy. If such
Primary Insurance Policy is terminated as a result of such assumption or
substitution of liability, the Servicer shall obtain a replacement Primary
Insurance Policy as provided above.

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

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

         (b) The Servicer shall take all actions necessary to collect, on
   behalf of the Trust, any BPP Mortgage Loan Payments required to be made to
   the Trust pursuant to the Mortgage Loan Purchase Agreement.

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

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

      Section 3.07 Trustee to Act as Servicer.  If the Servicer shall for any
reason no longer be the Servicer hereunder (including by reason of an Event
of Default), the Trustee shall within 90 days of such time, assume, if it so
elects, or shall appoint a successor Servicer to assume, all of the rights
and obligations of the Servicer hereunder arising thereafter (except that the
Trustee shall not be (a) liable for losses of the Servicer pursuant to
Section 3.12 or any acts or omissions of the predecessor Servicer hereunder,
(b) obligated to make Advances if it is prohibited from doing so by
applicable law or (c) deemed to have made any representations and warranties
of the Servicer hereunder). Any such assumption shall be subject to Sections
7.02 and 8.05. If the Servicer shall for any reason no longer be the Servicer
(including by reason of any Event of Default), the Trustee or the successor
Servicer may elect to succeed to any rights and obligations of the Servicer
under each Subservicing Agreement or may terminate each Subservicing
Agreement. If it has elected to assume the Subservicing Agreement, the
Trustee or the successor Servicer shall be deemed to have assumed all of the
Servicer's interest therein and to have replaced the Servicer as a party to
any Subservicing Agreement entered into by the Servicer as contemplated by
Section 3.02 to the same extent as if the Subservicing Agreement had been
assigned to the assuming party except that the Servicer shall not be relieved
of any liability or obligations under any such Subservicing Agreement.

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

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

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

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

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

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

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

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

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

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

      (viii) any Recoveries;

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

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

      The foregoing requirements for deposits to the Servicer Custodial
Account by the Servicer shall be exclusive it being understood and agreed
that, without limiting the generality of the foregoing, Ancillary Income need
not be deposited by the Servicer. If the Servicer shall deposit in the
Servicer Custodial Account any amount not required to be deposited, it may at
any time withdraw or direct the institution maintaining the Servicer
Custodial Account to withdraw such amount from the Servicer Custodial
Account, any provision herein to the contrary notwithstanding. The Servicer
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may
contain other funds respecting payments on mortgage loans belonging to the
Servicer or serviced by the Servicer on behalf of others (a "Commingled
Account"); provided that a Commingled Account shall not be permitted at any
time during which (i) Fitch's senior long-term unsecured debt rating of Bank
of America is below "A" or (ii) S&P's senior short-term unsecured debt rating
of Bank of America is below "A-2" (or, if no short-term rating is available,
the long-term rating is below "BBB+"). In the event that S&P's senior
short-term unsecured debt rating of Bank of America falls below "A-2" (or, if
no short-term rating is available, the long-term rating falls below "BBB+"),
the Commingled Account will be moved within 30 days to a depository with a
senior short-term unsecured debt rating of at least "A-2" (or, if no
short-term rating is available, a long-term rating of at least "BBB+") by
S&P. Notwithstanding such commingling of funds, the Servicer shall keep
records that accurately reflect the funds on deposit in the Servicer
Custodial Account that have been identified by it as being attributable to
the Mortgage Loans it services. The Servicer shall maintain adequate records
with respect to all withdrawals made pursuant to this Section 3.08. All funds
required to be deposited in the Servicer Custodial Account shall be held in
trust for the benefit of the Certificateholders and the Trust until withdrawn
in accordance with Section 3.11.

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

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

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

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

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

        (d) Each institution at which the Servicer Custodial Account or the
  Certificate Account is maintained shall invest the funds therein as
  directed in writing by the Servicer, in the case of the Servicer Custodial
  Account, or the Trustee, in the case of the Certificate Account, in
  Permitted Investments, which shall mature not later than (i) in the case of
  the Servicer Custodial Account, the Business Day next preceding the related
  Remittance Date (except that if such Permitted Investment is an obligation
  of the institution that maintains such account, then such Permitted
  Investment shall mature not later than such Remittance Date) and (ii) in
  the case of the Certificate Account, the Business Day next preceding the
  Distribution Date (except that if such Permitted Investment is an
  obligation of the institution that maintains such account, then such
  Permitted Investment shall mature not later than such Distribution Date)
  and, in each case, shall not be sold or disposed of prior to its maturity.
  All such Permitted Investments shall be made in the name of the Trustee,
  for the benefit of the Certificateholders. All Servicer Custodial Account
  Reinvestment Income shall be for the benefit of the Servicer as part of its
  Servicing Compensation and shall be retained by it monthly as provided
  herein. All income or gain (net of any losses) realized from any such
  investment of funds on deposit in the Certificate Account shall be for the
  benefit of the Trustee as additional compensation and shall be retained by
  it monthly as provided herein. The amount of any losses realized in the
  Servicer Custodial Account or the Certificate Account incurred in any such
  account in respect of any such investments shall promptly be deposited by
  the Servicer in the Servicer Custodial Account or by the Trustee in the
  Certificate Account, as applicable.

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

        (f) The Trustee shall designate each of the 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 Depositor), the Trustee
  shall, from funds available on deposit in the Certificate Account, be
  deemed to deposit into the Middle-Tier Certificate Sub-Account, the
  Lower-Tier Distribution Amount. The Trustee 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.

        (g) With respect to any remittance received by the Trustee after the
  day on which such payment was due, the Servicer shall pay to the Trustee
  interest on any such late payment at an annual rate equal to the Prime
  Rate, adjusted as of the date of each change, but in no event greater than
  the maximum amount permitted by applicable law. Such interest shall be
  deposited in the Certificate Account by the Servicer on the date such late
  payment is made and shall cover the period commencing with the day such
  payment was due and ending with the Business Day on which such payment is
  made, both inclusive. Such interest shall be remitted along with the
  distribution payable on the next succeeding Remittance Date. The payment by
  the Servicer of any such interest shall not be deemed an extension of time
  for payment or a waiver of any Event of Default. Any payment pursuant to
  this paragraph made by the Servicer to the Trustee shall be from the
  Servicer's own funds, without reimbursement therefor.

      Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.  (a)  To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments in trust separate and apart from any of its own funds and general
assets and for such purpose shall establish and maintain one or more escrow
accounts (collectively, the "Escrow Account"), titled "Bank of America,
National Association, in trust for registered holders of Banc of America
Mortgage 2007-4 Trust Mortgage Pass-Through Certificates, Series 2007-4 and
various Mortgagors."  The Escrow Account shall be established with a
commercial bank, a savings bank or a savings and loan association that meets
the guidelines set forth by Fannie Mae or Freddie Mac as an eligible
institution for escrow accounts and which is a member of the Automated
Clearing House. In any case, the Escrow Account shall be insured by the FDIC
to the fullest extent permitted by law. The Servicer shall deposit in the
appropriate Escrow Account on a daily basis, and retain therein: (i) all
Escrow Payments collected on account of the Mortgage Loans, (ii) all amounts
representing proceeds of any hazard insurance policy which are to be applied
to the restoration or repair of any related Mortgaged Property and (iii) all
amounts representing proceeds of any Primary Insurance Policy. Nothing herein
shall require the Servicer to compel a Mortgagor to establish an Escrow
Account in violation of applicable law.

         (b) Withdrawals of amounts so collected from the Escrow Accounts may
   be made by the Servicer only (i) to effect timely payment of taxes,
   assessments, mortgage insurance premiums, fire and hazard insurance
   premiums, condominium or PUD association dues, or comparable items
   constituting Escrow Payments for the related Mortgage, (ii) to reimburse
   the Servicer out of related Escrow Payments made with respect to a
   Mortgage Loan for any Servicing Advance made by the Servicer pursuant to
   Section 3.09(c) with respect to such Mortgage Loan, (iii) to refund to any
   Mortgagor any sums determined to be overages, (iv) for transfer to the
   Servicer Custodial Account upon default of a Mortgagor or in accordance
   with the terms of the related Mortgage Loan and if permitted by applicable
   law, (v) for application to restore or repair the Mortgaged Property,
   (vi) to pay to the Mortgagor, to the extent required by law, any interest
   paid on the funds deposited in the Escrow Account, (vii) to pay to itself
   any interest earned on funds deposited in the Escrow Account (and not
   required to be paid to the Mortgagor), (viii) to the extent permitted
   under the terms of the related Mortgage Note and applicable law, to pay
   late fees with respect to any Monthly Payment which is received after the
   applicable grace period, (ix) to withdraw suspense payments that are
   deposited into the Escrow Account, (x) to withdraw any amounts
   inadvertently deposited in the Escrow Account or (xi) to clear and
   terminate the Escrow Account upon the termination of this Agreement in
   accordance with Section 10.01. Any Escrow Account shall not be a part of
   the Trust Estate.

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

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

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

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

      (ii) to reimburse the Servicer for unreimbursed Advances  (including
   Capitalized Advance Amounts) made by it, such right of reimbursement
   pursuant to this clause (ii) being limited to amounts received on the
   Mortgage Loan(s) relating to which the Advances were made or the
   Capitalized Advance Amounts were created (including amounts received in
   respect of BPP Mortgage Loan Payments for such Mortgage Loan);

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

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

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

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

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

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

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

      (x) to reimburse the Servicer for any Capitalized Advance Amounts
   created but only from amounts received on or in respect of the Mortgage
   Loans representing principal.

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

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

      (i) to pay to itself the Trustee Fee;

      (ii) to pay to itself as additional compensation earnings on or
   investment income with respect to funds in the Certificate Account and any
   other amounts (other than the Trustee Fee) due to it under this Agreement
   (including any amounts pursuant to Section 5.10(e)), for the related
   Distribution Date;

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

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

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

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

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

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

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

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

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

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

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

      If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of
its acquisition by the Trust (such period, the "REO Disposition Period")
unless (A) the Trustee shall have been supplied by the Servicer with an
Opinion of Counsel to the effect that the holding by the Trust of such
Mortgaged Property subsequent to the REO Disposition Period will not result
in the imposition of taxes on "prohibited transactions" (as defined in
Section 860F of the Code) on any of the Upper-Tier REMIC, the Middle-Tier
REMIC or the Lower-Tier REMIC or cause any REMIC created hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding, or
(B) the Trustee (at the Servicer's expense) or the Servicer shall have
applied for, prior to the expiration of the REO Disposition Period, an
extension of the REO Disposition Period in the manner contemplated by Section
856(e)(3) of the Code. If such an Opinion of Counsel is provided or such an
exemption is obtained, the Trust may continue to hold such Mortgaged Property
(subject to any conditions contained in such Opinion of Counsel) for the
applicable period. Notwithstanding any other provision of this Agreement, no
Mortgaged Property acquired by the Trust shall be rented (or allowed to
continue to be rented) or otherwise used for the production of income by or
on behalf of the Trust in such a manner or pursuant to any terms that would
(i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or
(ii) subject 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 Servicer has
agreed to indemnify and hold harmless the Trust with respect to the
imposition of any such taxes. The Servicer shall identify to the Trustee any
Mortgaged Property relating to a Mortgage Loan held by the Trust for 30
months for which no plans to dispose of such Mortgaged Property by the
Servicer have been made. After delivery of such identification, the Servicer
shall proceed to dispose of any such Mortgaged Property by holding a
commercially reasonable auction for such property.

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

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

      Section 3.15 Trustee to Cooperate; Release of Mortgage Files.  Upon the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Trustee (or, at the
direction of the Trustee, the Custodian) by delivering, or causing to be
delivered, two copies (one of which will be returned to the Servicer with the
Mortgage File) of a Request for Release (which may be delivered in an
electronic format acceptable to the Trustee and the Servicer). Upon receipt
of such request, the Trustee or the Custodian, as applicable, shall within
seven Business Days release the related Mortgage File to the Servicer. The
Trustee shall deliver to the Servicer the Mortgage Note with written evidence
of cancellation thereon. If the Mortgage has been recorded in the name of
MERS or its designee, the Servicer shall take all necessary action to reflect
the release of the Mortgage on the records of MERS. Expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall
be chargeable to the related Mortgagor. From time to time and as shall be
appropriate for the servicing or foreclosure of any Mortgage Loan, including
for such purpose collection under any policy of flood insurance, any fidelity
bond or errors or omissions policy, or for the purposes of effecting a
partial release of any Mortgaged Property from the lien of the Mortgage or
the making of any corrections to the Mortgage Note or the Mortgage or any of
the other documents included in the Mortgage File, the Trustee or the
Custodian, as applicable, shall, upon delivery to the Trustee (or, at the
direction of the Trustee, the Custodian) of a Request for Release signed by a
Servicing Officer, release the Mortgage File within seven Business Days to
the Servicer. Subject to the further limitations set forth below, the
Servicer shall cause the Mortgage File so released to be returned to the
Trustee or the Custodian, as applicable, when the need therefor by the
Servicer no longer exists, unless the Mortgage Loan is liquidated and the
proceeds thereof are deposited in the Servicer Custodial Account, in which
case the Servicer shall deliver to the Trustee or the Custodian, as
applicable, a Request for Release, signed by a Servicing Officer.

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

      Section 3.16 Documents, Records and Funds in Possession of the Servicer
to Be Held for the Trustee.  The Servicer shall transmit to the Trustee or,
at the direction of the Trustee, the Custodian as required by this Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are
collected by the Servicer as Liquidation Proceeds or Insurance Proceeds in
respect of any Mortgage Loan. The documents constituting the Servicing File
shall be held by the Servicer as custodian and bailee for the Trustee. All
Mortgage Files and funds collected or held by, or under the control of, the
Servicer in respect of any Mortgage Loans, whether from the collection of
principal and interest payments or from Liquidation Proceeds, including but
not limited to, any funds on deposit in the Servicer Custodial Account, shall
be held by the Servicer for and on behalf of the Trustee and shall be and
remain the sole and exclusive property of the Trustee, subject to the
applicable provisions of this Agreement. The Servicer also agrees that it
shall not knowingly create, incur or subject any Mortgage File or any funds
that are deposited in the Servicer Custodial Account, Certificate Account or
any Escrow Account, or any funds that otherwise are or may become due or
payable to the Trustee for the benefit of the Certificateholders, to any
claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance created by the Servicer, or assert by legal action or otherwise
any claim or right of setoff against any Mortgage File or any funds collected
on, or in connection with, a Mortgage Loan, except, however, that the
Servicer shall be entitled to set off against and deduct from any such funds
any amounts that are properly due and payable to the Servicer under this
Agreement.

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

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

      Section 3.18 Annual Statement as to Compliance.  The Trustee and the
Servicer shall deliver, and the Servicer shall cause each Additional Servicer
engaged by it to deliver, in electronic form to the Depositor, the Trustee
and each Rating Agency on or before March 5 of each year or if such day is
not a Business Day, the next Business Day (with a 10 calendar day cure
period, but in no event later than March 15), followed by a hard copy within
10 calendar days, commencing in March 2008, a certificate in the form
required by Item 1123 of Regulation AB, to the effect that (i) an authorized
officer of the Trustee, the Servicer or the Additional Servicer, as the case
may be, has reviewed (or a review has been made under his or her supervision
of) such party's activities under this Agreement or such other applicable
agreement in the case of an Additional Servicer, during the prior calendar
year or portion thereof and (ii) to the best of such officer's knowledge,
based on such review, such party has fulfilled all of its obligations under
this Agreement, or such other applicable agreement in the case of an
Additional Servicer, in all material respects throughout the prior calendar
year or portion thereof or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to
such officer and the nature and status thereof. Promptly after receipt of
each such certificate, the Depositor shall review such certificate and, if
applicable, consult with the Servicer and the Trustee as to the nature of any
failure to fulfill any obligation under the Agreement, or such other
applicable agreement in the case of an Additional Servicer, in any material
respect.

      Section 3.19 Assessments of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports.  (a)  Each of the Servicer and the
Trustee, at its own expense, shall furnish, and shall cause any Servicing
Function Participant engaged by it to furnish, at such party's expense, to
the Trustee and the Depositor in electronic form, not later than March 5 of
each year or if such day is not a Business Day, the next Business Day (with a
10 calendar day cure period, but in no event later than March 15), followed
by a hard copy within 10 calendar days, commencing in March 2008, a report on
an assessment of compliance with the Servicing Criteria applicable to it that
contains (A) a statement by such party of its responsibility for assessing
compliance with the Servicing Criteria applicable to it, (B) a statement that
such party used the Servicing Criteria to assess compliance with the
Servicing Criteria applicable to it, (C) such party's assessment of
compliance with the Servicing Criteria applicable to it as of and for the
fiscal year covered by the Form 10-K required to be filed pursuant to Section
3.22, including, if there has been any material instance of noncompliance
with the Servicing Criteria applicable to it, an identification of each such
failure and the nature and status thereof, and (D) a statement that a
registered public accounting firm has issued an attestation report on such
party's assessment of compliance with the Servicing Criteria applicable to
such party as of and for such period; provided, however that no such
assessment shall be required with respect to any Servicing Function
Participant who would not be considered a separate "party participating in
the servicing function" for purposes of Item 1122 of Regulation AB, as then
interpreted by the Securities and Exchange Commission. In the event of any
disagreement among any of the parties hereto regarding the application of the
Securities and Exchange Commission's interpretation to a particular Servicing
Function Participant, the determination of the Servicer shall be binding.

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

         (b) Each of the Servicer and the Trustee, at its own expense, shall
   cause, and shall cause any Servicing Function Participant engaged by it from
   which an assessment of servicing compliance is required pursuant to Section
   3.19(a), at such party's expense, to cause, not later than March 5 of each
   year or if such day is not a Business Day, the next Business Day (with a 10
   calendar day cure period), commencing in March 2008, a registered public
   accounting firm (which may also render other services to the Servicer, the
   Trustee, or such other Servicing Function Participants, as the case may be)
   and that is a member of the American Institute of Certified Public
   Accountants to furnish electronically a report to the Depositor (with a hard
   copy to follow within 10 calendar days), to the effect that (i) it has
   obtained a representation regarding certain matters from the management of
   such party, which includes an assertion that such party has complied with the
   Servicing Criteria applicable to it, and (ii) on the basis of an examination
   conducted by such firm in accordance with standards for attestation
   engagements issued or adopted by the Public Company Accounting Oversight
   Board, it is expressing an opinion as to whether such party's assessment of
   compliance with the Servicing Criteria was fairly stated in all material
   respects, or it cannot express an overall opinion regarding such party's
   assessment of compliance with the Servicing Criteria. In the event that an
   overall opinion cannot be expressed, such registered public accounting firm
   shall state in such report why it was unable to express such an opinion. Such
   report must be available for general use and not contain restricted use
   language. 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.

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

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

         (d) Beginning with fiscal year 2008 and thereafter, none of the
   Servicer, the Trustee or any Servicing Function Participant engaged by such
   parties shall be required to deliver or cause the delivery of any such
   assessments or attestation reports until April 15 of the following year
   unless such party has received written notice from the Depositor that a Form
   10-K is required to be filed in respect of the Trust for the preceding fiscal
   year.

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

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

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

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

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

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

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

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

unless (A) the Mortgagor is in default with respect to the Mortgage Loan or
such default is, in the judgment of the Servicer, reasonably foreseeable, and
(B) the Servicer has reasonably determined that such modification, waiver,
forbearance or amendment is in the best interests of the Certificateholders.
Notwithstanding the foregoing, the Servicer shall not permit any modification
with respect to any Mortgage Loan that would (x) effect an exchange or
reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury
Regulations, (y) cause the REMIC to fail to qualify as a REMIC under the Code
or the imposition of any tax on "prohibited transactions" or "contributions"
after the Startup Day under the REMIC Provisions or, (z) extend the final
maturity date with respect to any Mortgage Loan in a Loan Group beyond the
Final Scheduled Maturity Date for the Certificates in the Related Group. For
the avoidance of doubt, a modification, waiver, forbearance, or amendment
shall be deemed to be in the best interests of the Certificateholders if the
Servicer determines that such modification, waiver, forbearance or amendment
is reasonably likely to increase the proceeds of the related Mortgage Loan
over the amount expected to be collected pursuant to foreclosure. Subject to
Customary Servicing Procedures, the Servicer may permit a forbearance for a
Mortgage Loan which in the Servicer's judgment is subject to imminent default.

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

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

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

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

      As set forth on Exhibit R-1 hereto, within 5 calendar days after the
related Distribution Date, certain parties hereto shall be required to
provide to the Depositor and the Trustee, to the extent known by such
parties, in EDGAR-compatible format, or in such other form as otherwise
agreed upon by the Trustee and such party, (i) any Additional Form 10-D
Information, if applicable and (ii) the Depositor will approve, as to form
and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Information (other than with respect to Additional Form
10-D Information provided by the Trustee). The Depositor will be responsible
for all reasonable fees and expenses assessed or incurred by the Trustee in
connection with including any Additional Form 10-D Information on Form 10-D
pursuant to this paragraph, including converting any such information to an
EDGAR-compatible format.

      After preparing the Form 10-D, the Trustee shall forward electronically
a draft copy of the Form 10-D to the Depositor and the Servicer for review.
No later than 2 Business Days prior to the 15th calendar day after the
related Distribution Date, the Servicer shall sign the Form 10-D and return
an electronic or fax copy of such signed Form 10-D (with an original executed
hard copy to immediately follow) to the Trustee. If a Form 10-D cannot be
filed on time or if a previously filed Form 10-D needs to be amended, the
Trustee will follow the procedures set forth in Section 3.22(e). 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
instructs the Trustee, with respect to each Form 10-D, to check "yes" for
each item unless the Trustee has received timely prior written notice from
the Depositor that the answer should be "no" for an item. Promptly (but no
later than one Business Day) after filing with the Securities and Exchange
Commission, the Trustee will make available on its internet website a final
executed copy of each Form 10-D. The Trustee shall have no liability for any
loss, expense, damage or claim arising out of or with respect to any failure
to properly prepare and/or timely file such Form 10-D, where such failure
results from the Trustee's inability or failure to obtain or receive, on a
timely basis, any information from any party hereto (other than the Trustee
or any Servicing Function Participant utilized by the Trustee) needed to
prepare, arrange for execution or file such Form 10-D, not resulting from its
own negligence, bad faith or willful misconduct.

         (c) On or before 90 days after the end of each fiscal year of the Trust
   (or such earlier date as may be required by the Exchange Act and the rules
   and regulations of the Securities and Exchange Commission) (the "10-K Filing
   Deadline") commencing in 2008, the Trustee shall file a Form 10-K, in form
   and substance as required by applicable law or applicable Securities and
   Exchange Commission staff interpretations. Each such Form 10-K shall include
   the following items, in each case to the extent they have been delivered to
   the Trustee within the applicable time frames set forth in this Agreement:
   (i) an annual compliance statement for the Trustee, the Servicer and each
   Additional Servicer, as described under Section 3.18, (ii)(A) the annual
   reports on assessment of compliance with Servicing Criteria for the Servicer,
   the Trustee and each Servicing Function Participant, as described under
   Section 3.19, and (B) if the Servicer's, the Trustee's or each Servicing
   Function Participant's report on assessment of compliance with Servicing
   Criteria described under Section 3.19 identifies any material instance of
   noncompliance or is not included, disclosure identifying such instance of
   noncompliance or disclosure that such report is not included and an
   explanation thereof, as the case may be, (iii)(A) the registered public
   accounting firm attestation report for the Servicer, the Trustee and each
   Servicing Function Participant, as described under Section 3.19, and (B) if
   any registered public accounting firm attestation report described under
   Section 3.19 identifies any material instance of noncompliance or is not
   included, disclosure identifying such instance of noncompliance or disclosure
   that such report is not included and an explanation thereof, as the case may
   be, and (iv) a Certification as described in this Section 3.22(c). Any
   information in addition to (i) through (iv) above that is required to be
   included on Form 10-K ("Additional Form 10-K Information") shall be prepared
   by the party responsible for preparing such information as set forth on
   Exhibit R-2 hereto and the Trustee shall compile such information pursuant to
   the following paragraph. The Trustee will have no duty or liability for any
   failure hereunder to determine or prepare any Additional Form 10-K
   Information, except to the extent of its obligations as set forth in the next
   paragraph.

      As set forth on Exhibit R-2 hereto, no later than March 1st of each
year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2008, certain parties to this Agreement shall be required to
provide to the Trustee and the Depositor, to the extent known by such
applicable parties, in EDGAR-compatible format, or in such other form as
otherwise agreed upon by the Trustee and such party, (i) any Additional Form
10-K Information, if applicable and (ii) the Depositor will approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Information (other than with respect to Additional Form
10-K Information provided by the Trustee). The Depositor will be responsible
for all reasonable fees and expenses assessed or incurred by the Trustee in
connection with including any Additional Form 10-K Information on Form 10-K
pursuant to this paragraph, including converting any such information to an
EDGAR-compatible format.

      After preparing the Form 10-K, the Trustee shall forward electronically
a draft copy of the Form 10-K to the Depositor and the Servicer for review.
No later than the close of business on the fourth Business Day prior to the
10-K Filing Deadline, a senior officer of the Servicer in charge of the
servicing function shall sign the Form 10-K and return an electronic or fax
copy of such signed Form 10-K, together with a signed copy of the
certification (the "Certification") attached hereto as Exhibit O and required
to be included with each Form 10-K pursuant to the Sarbanes-Oxley Act of
2002, as amended (with an original executed hard copy of each to follow by
overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if
a previously filed Form 10-K needs to be amended, the Trustee will follow the
procedures set forth in Section 3.22(e). Form 10-K requires the registrant to
indicate (by checking "yes" or "no") that it "(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days."  The Depositor hereby represents to the
Trustee that the Depositor has filed all such required reports during the
preceding 12 months and that it has been subject to such filing requirement
for the past 90 days. The Depositor shall notify the Trustee in writing, no
later than March 15th with respect to the filing of a report on Form 10-K, if
the answer to either question should be "no."  The Trustee shall be entitled
to rely on such representations in preparing, executing and/or filing any
such report. Promptly (but no later than one Business Day) after filing with
the Securities and Exchange Commission, the Trustee will make available on
its internet website a final executed copy of each Form 10-K. The parties to
this Agreement acknowledge that the performance by the Trustee of its duties
under this Section 3.22(c) relating to the timely preparation and filing of
Form 10-K is contingent upon such parties (and any Additional Servicer or
Servicing Function Participant) strictly observing all applicable deadlines
in the performance of their duties under this Section 3.22, Section 3.18 and
Section 3.19. The Trustee shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 10-K, where such failure results from
the Trustee's inability or failure to obtain or receive, on a timely basis,
any information from any party hereto (other than the Trustee or any
Servicing Function Participant utilized by the Trustee) needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.

      For so long as the Trust is subject to the reporting requirements of
the Exchange Act, the Trustee shall provide to the Servicer, on or before
March 5 of each year or if such day is not a Business Day, the next Business
Day (with a 10 calendar day cure period), followed by a hard copy within 10
days, commencing in March 2008, and otherwise within a reasonable period of
time upon request, a certification in the form attached hereto as Exhibit P.
In the event the Trustee is terminated or resigns pursuant to the terms of
this Agreement, such Trustee shall provide a certification in the form
attached hereto as Exhibit P with respect to the period of time it was
subject to this Agreement. In addition, the Trustee shall indemnify and hold
harmless the Depositor, the Servicer and the Sponsor and their officers,
directors and affiliates from and against any losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments and other costs and expenses arising out of or based upon any
inaccuracy in (i) the assessment of compliance with the Servicing Criteria
pursuant to Section 3.19 provided by Trustee or any Servicing Function
Participant appointed by the Trustee and (ii) the certification provided by
the Trustee pursuant to this Section 3.22(c), any breach of the obligations
under Sections 3.19 and 3.22(c) of the Trustee or any Servicing Function
Participant appointed by the Trustee or the Trustee's or such Servicing
Function Participant's negligence, bad faith or willful misconduct in
connection therewith. If the indemnification provided for herein is
unavailable or insufficient to hold harmless the Depositor, the Servicer and
the Sponsor and their officers, directors and affiliates, then the Trustee
agrees that it shall contribute to the amount paid or payable by the
Depositor, the Servicer and the Sponsor, any of their officers, directors or
affiliates as a result of the losses, claims, damages or liabilities of the
Depositor, the Servicer or the Sponsor, any of their officers, directors or
affiliates in such proportion as is appropriate to reflect the relative fault
of the Depositor, the Servicer and the Sponsor and each of their officers,
directors and affiliates on the one hand and the Trustee on the other in
connection with a breach of the Trustee's obligations under this Section
3.22(c) or the Trustee's negligence, bad faith or willful misconduct in
connection therewith.

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

      As set forth on Exhibit R-3 hereto, for so long as the Trust is subject
to the Exchange Act reporting requirements, no later than 12:00 noon on the
second Business Day after the occurrence of a Reportable Event certain
parties to this Agreement shall be required to provide to the Depositor and
the Trustee, to the extent known by such applicable parties, in
EDGAR-compatible format, or in such other form as otherwise agreed upon by
the Trustee and such party, (i) any Form 8-K Information, if applicable and
(ii) the Depositor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Additional Form 8-K Information (other
than with respect to Additional Form 8-K Information provided by the
Trustee). The Depositor will be responsible for all reasonable fees and
expenses assessed or incurred by the Trustee in connection with including any
Form 8-K Information on Form 8-K pursuant to this paragraph, including
converting any such information to an EDGAR-compatible format.

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

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

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

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

         (h) The Depositor, the Trustee and the Servicer shall notify the
   Depositor and the Trustee of any proceedings of the type described in Item
   1117 of Regulation AB, together with a description thereof, within five
   Business Days of any such party's knowledge thereof. In addition, the
   Depositor, the Trustee and the Servicer shall notify the Depositor and the
   Trustee of any affiliations or relationships that develop following the
   Closing Date between the Depositor, the Trustee or the Servicer and any of
   parties listed in Item 1119 of Regulation AB, together with a description
   thereof, within five Business Days of any such party's knowledge thereof.

                                   ARTICLE IV

                             SERVICER'S CERTIFICATE

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

                                    ARTICLE V

                 PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
                              REMIC ADMINISTRATION

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

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

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

      Section 5.02 Priorities of Distributions.  (a)  Amounts allocated to a
Class of Exchangeable REMIC Certificates will be made assuming no exchanges
have ever occurred. Exchangeable Certificates will receive distributions in
accordance with Section 5.02(e) and will not be allocated amounts under this
Section 5.02(a). On each Distribution Date, based solely on the information
contained in the Servicer's Certificate, the Trustee shall withdraw from the
Certificate Account (to the extent funds are available therein) (1) the
amount payable to the Trustee pursuant to Section 3.11(b)(i) and (b)(ii) and
shall pay such funds to itself, and (2) the Pool Distribution Amount for each
Group, in an amount as specified in written notice received by the Trustee
from the Servicer no later than the Business Day following the related
Determination Date, and shall apply such funds (or be deemed to apply such
funds, as applicable), to amounts distributable on the Certificates (other
than the Exchangeable Certificates), paying Group 1 solely from the Pool
Distribution Amount for Group 1, paying Group 2 solely from the Pool
Distribution Amount for Group 2 and paying the Subordinate Certificates from
the remaining combined Pool Distribution Amounts from both Groups, in the
order of priority set forth below and to the extent of such funds.

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

      (ii) (a) with respect to Group 1 concurrently, (1) to the Senior Non-PO
   Certificates of Group 1 in an aggregate amount up to the Senior Principal
   Distribution Amount for Group 1, such distribution to be allocated among
   such Classes in accordance with Section 5.02(b) and (2) to the Class 1-PO
   Certificates in an aggregate amount up to the PO Principal Amount and (b)
   with respect to Group 2, to the Senior Non-PO Certificates of such Group
   in an aggregate amount up to the Senior Principal Distribution Amount for
   Group 2 to be allocated among such Classes in accordance with
   Section 5.02(b);

      (iii) in the case of Group 1, to the Class 1-PO Certificates, any PO
   Deferred Amount (after giving effect to the distribution to the Class 1-PO
   Certificates of the PO Recovery for Loan Group 1), up to the Subordinate
   Principal Distribution Amounts for such Distribution Date from amounts
   otherwise distributable to the Subordinate Certificates, first to the
   Class B-6 Certificates pursuant to clause (iv)(L) below, second to the
   Class B-5 Certificates pursuant to clause (iv)(J) below, third to the
   Class B-4 Certificates pursuant to clause (iv)(H) below, fourth to the
   Class B-3 Certificates pursuant to clause (iv)(F) below, fifth to the
   Class B-2 Certificates pursuant to clause (iv)(D) below, and finally, to
   the Class B-1 Certificates pursuant to clause (iv)(B) below;

      (iv) to each Class of Subordinate Certificates, subject to paragraph
   (d) below, in the following order of priority:

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

            (B) to the Class B-1 Certificates, an amount allocable to
      principal equal to its Pro Rata Share for such Distribution Date less
      any amount used to pay the PO Deferred Amounts pursuant to clause (iii)
      above until the Class Certificate Balance thereof has been reduced to
      zero;

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

            (D) to the Class B-2 Certificates, an amount allocable to
      principal equal to its Pro Rata Share for such Distribution Date less
      any amount used to pay the PO Deferred Amounts pursuant to clause (iii)
      above until the Class Certificate Balance thereof has been reduced to
      zero;

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

            (F) to the Class B-3 Certificates, an amount allocable to
      principal equal to its Pro Rata Share for such Distribution Date less
      any amount used to pay the PO Deferred Amounts pursuant to clause (iii)
      above until the Class Certificate Balance thereof has been reduced to
      zero;

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

            (H) to the Class B-4 Certificates, an amount allocable to
      principal equal to its Pro Rata Share for such Distribution Date less
      any amount used to pay the PO Deferred Amounts pursuant to clause (iii)
      above until the Class Certificate Balance thereof has been reduced to
      zero;

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

            (J) to the Class B-5 Certificates, an amount allocable to
      principal equal to its Pro Rata Share for such Distribution Date less
      any amount used to pay the PO Deferred Amounts pursuant to clause (iii)
      above until the Class Certificate Balance thereof has been reduced to
      zero;

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

            (L) to the Class B-6 Certificates, an amount allocable to
      principal equal to its Pro Rata Share for such Distribution Date less
      any amount used to pay the PO Deferred Amounts pursuant to clause (iii)
      above until the Class Certificate Balance thereof has been reduced to
      zero; and

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

      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.

      On any Distribution Date, amounts distributed in respect of the PO
Deferred Amounts (including the distribution of the PO Recoveries) will not
reduce the Class Certificate Balance of the Class 1-PO Certificates.

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

      On each Distribution Date, the Trustee shall distribute any
Reimbursement Amount sequentially to the Classes of Certificates (other than
Exchangeable 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.

      On each Distribution Date, the Trustee shall distribute any PO Recovery
to the Holders of the Class 1-PO Certificates.

      (vi) Distributions on the Uncertificated Middle-Tier Interests. On each
   Distribution Date, each Uncertificated Middle-Tier Interest (other than the
   Class 1-MIO Interest) shall receive distributions in respect of principal in
   an amount equal to the amount of principal distributed to its respective
   Corresponding Upper-Tier Class or Classes, as provided herein. On each
   Distribution Date, each Uncertificated Middle-Tier Interest (other than the
   Class 1-MPO Interest) shall receive distributions in respect of interest in
   an amount equal to the Interest Accrual Amounts and Unpaid Interest
   Shortfalls, as the case may be, in respect of its Corresponding Upper-Tier
   Class or Classes, in each case to the extent actually distributed thereon.
   Such amounts distributed to the Uncertificated Middle-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 principal balance of each Uncertificated
Middle-Tier Interest (other than the Class 1-MIO Interest) equals the
aggregate of the Class Balances or Notional Amounts of the respective
Corresponding Upper-Tier Class or Classes. As of any date, the notional
amount of the Class 1-MIO Interest equals the Class 1-IO Notional Amount. The
initial principal balance or notional amount of each Uncertificated
Lower-Tier Interest (other than the Class 1-MIO Interest) equals the
aggregate of the Initial Class Balances or Initial Notional Amounts of the
respective Corresponding Upper-Tier Class or Classes. The initial notional
amount of the Class 1-MIO Interest equals the Initial Notional Amount of the
Class 1-IO Certificates.

            The pass-through rate with respect to the Class 1-A-M3 Interest,
Class 1-A-M5 Interest, Class 1-A-M7 Interest, Class 1-A-M9 Interest, Class
1-A-M11 Interest, Class 1-A-M13 Interest and Class 1-A-M15 Interest shall be
6.250% per annum. The pass-through rate with respect to the Class 1-A-MUR
Interest shall be 6.250% per annum. The pass-through rate with respect to the
Class 1-MIO Interest shall be 6.500%. The pass-through rate with respect to
the Class 2-A-M1 Interest shall be the Net WAC of the Group 2 Mortgage Loans.
The pass-through rate with respect to the Class B-M1 Interest shall be the
weighted average of the Class 1-LS Interest and the Class 2-LS Interest. The
Class 1-MPO Interest is a principal-only interest and is not entitled to
distributions of interest.

            Any Non-Supported Interest Shortfalls and Relief Act Reductions
will be allocated to each Uncertificated Middle-Tier Interest in the same
relative proportions as interest is allocated to such Uncertificated
Middle-Tier Interest.

      (vii) Distributions on the Uncertificated Lower-Tier Interests. On each
   Distribution Date, interest shall be distributed in respect of the
   Uncertificated Lower-Tier Interests (other than the Class 1-LPO Interest) at
   the pass-through rate thereon, as described in the next to last paragraph of
   this Section 5.02(a)(vii). All distributions of principal shall be made first
   to the Class 1-LPO Interest, so as to keep the principal balance thereof at
   all times equal to the Class Certificate Balance of the Class 1-PO
   Certificates; second, to the Class 1-LS Interest, and the Class 2-LS
   Interest, so as to keep the principal balances thereof (computed to eight
   decimal places) equal to 0.100% of the Group Subordinate Amount for Loan
   Group 1 and Loan Group 2, 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 and Class 2-LS
   Interest such that the Subordinate Balance Ratio is maintained), and third,
   any remaining principal to the Class 1-L Interest and Class 2-L Interest. Any
   distributions of principal made to the Uncertificated Lower-Tier Interests
   pursuant to this paragraph shall be made (a) from the Group 1 Mortgage Loans
   to the Uncertificated Lower-Tier Interests beginning with the numeral "1" and
   (b) from the Group 2 Mortgage Loans to the Uncertificated Lower-Tier
   Interests beginning with the numeral "2," respectively.

            Realized Losses shall be applied after all distributions have
been made on each Distribution Date first, to the Class 1-LPO Interest, so as
to keep its principal balance equal to the Certificate Balance of the
Class 1-PO Certificates; second, to the Class 1-LS Interest and Class 2-LS
Interest, so as to keep the principal balances thereof (computed to eight
decimal places) equal to 0.100% of the Group Subordinate Amount for Loan
Group 1 and Loan Group 2, 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 and Class 2-LS
Interest such that the Subordinate Balance Ratio is maintained); and third,
the remaining Realized Losses shall be allocated to the Class 1-L Interest
and Class 2-L Interest. Any Realized Losses allocated to the Uncertificated
Lower-Tier Interests pursuant to this paragraph shall be (a) from Realized
Losses allocated to Loan Group 1 in the case of Uncertificated Lower-Tier
Interests beginning with the numeral "1" and (b) from Realized Losses
allocated to Loan Group 2 in the case of Uncertificated Lower-Tier Interests
beginning with the numeral "2," respectively.

      As of any date, the aggregate principal balance of the Class 1-L Interest
and the Class 1-LS Interest shall equal the aggregate Pool Stated Principal
Balance (Non-PO Portion) of Loan Group 1. As of any date, the aggregate
principal balance of the Class 2-L Interest and the Class 2-LS Interest shall
equal the aggregate Pool Stated Principal Balance of Loan Group 2. As of any
date, the principal balance of the Class 1-LPO Interest will be equal to the
Class Certificate Balance of the Class 1-PO Certificates. As of any date, the
notional amount of the Class 1-LIO Interest will be equal to the Class 1-IO
Notional Amount.

      The pass-through rate with respect to the Class 1-L Interest and the Class
1-LS Interest shall be 6.25% per annum. The pass-through rate with respect to
the 1-LIO Interest shall be 6.50% per annum. The pass-through rate with respect
to the Class 2-L Interest and the Class 2-LS Interest shall be the Net WAC of
the Group 2 Mortgage Loans. The Class 1-LPO Interest is a principal-only
interest and is not entitled to distributions of interest.

      Any Non-Supported Interest Shortfalls and Relief Act Reductions will be
allocated to each Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
Amounts distributed to the Uncertificated Lower-Tier Interests in respect of
principal and interest with respect to any Distribution Date are referred to
herein collectively as the "Lower-Tier Distribution Amount."

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

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

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

      second, concurrently, as follows:

         (A) 96.4999677911%, sequentially, as follows:

            (i) to the Class 1-A-3 Certificates, up to the Priority Amount
      for that Distribution Date;

            (ii) sequentially, to the Class 1-A-5, Class 1-A-7, Class 1-A-9,
      Class 1-A-11 and Class 1-A-13 Certificates, in that order, until their
      Class Certificate Balances have been reduced to zero; and

            (iii) to the Class 1-A-3 Certificates, until their Class
      Certificate Balance has been reduced to zero; and

         (B) 3.5000322089% to the Class 1-A-15 Certificates, until their Class
      Certificate Balance has been reduced to zero.

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

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

            (A) 92.9988872404%, sequentially, to the Class 2-A-1 and Class
2-A-2 Certificates, in that order, until their Class Certificate Balances
have been reduced to zero; and

            (B) 7.0011127596% to the Class 2-A-3 until their Class
Certificate Balance has been reduced to zero.

            (iii) On each Distribution Date on or after the Senior Credit
Support Depletion Date, notwithstanding the allocation and priority set forth
above, the portion of the Pool Distribution Amount with respect to a Group
available to be distributed as principal of the Senior Non-PO Certificates of
each 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 1-A-4, Class 1-A-6, Class 1-A-8, Class 1-A-10, Class 1-A-12,
Class 1-A-14, Class 1-A-16 and Class 1-IO Certificates are Interest Only
Certificates and are not entitled to distributions in respect of principal.

            (iv) Notwithstanding the foregoing, on each Distribution Date
prior to the Senior Credit Support Depletion Date, but on or after the date
on which the Class Certificate Balances of the Senior Non-PO Certificates of
a Group have been reduced to zero, amounts otherwise distributable as
principal payments from the related Loan Group on the Subordinate
Certificates will be distributable as principal to the remaining Classes of
Senior Non-PO Certificates together with the applicable Senior Principal
Distribution Amount in accordance with the priorities set forth for the
applicable Group in (i) or (ii) above, provided that on such Distribution
Date (a) the Aggregate Subordinate Percentage for such Distribution Date is
less than twice the initial Aggregate Subordinate Percentage or (b) the
outstanding principal balance of the Mortgage Loans (including, for this
purpose, any Mortgage Loans in foreclosure, any REO Property, any Mortgage
Loan for which the Mortgagor has filed for bankruptcy after the Closing Date
and any Mortgage Loans that were 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 Subordinate Certificates, is equal
to or greater than 50%. In addition, if on any Distribution Date, after
giving effect to the preceding sentence, the Class Certificate Balances of
the Senior Non-PO Certificates of a Group is greater than (A) in the case of
Group 1, the Adjusted Pool Amount (Non-PO Portion) for Loan Group 1, and (B)
in the case of Group 2, the Adjusted Pool Amount (Non-PO Portion) for Loan
Group 2 (any such Group, the "Undercollateralized Group" and any such excess,
the "Undercollateralized Amount"), all amounts otherwise distributable as
principal on the Subordinate Certificates pursuant to Section 5.02(a)(iv)(L),
(J), (H), (F), (D) and (B), in that order, will be paid as principal to the
Senior Non-PO Certificates of the Undercollateralized Group together with the
applicable Senior Principal Distribution Amount in accordance with the
priorities set forth for the applicable Group above under (i) or (ii) until
the sum of the Class Certificate Balances of the Senior Non-PO Certificates
of the Undercollateralized Group equals the amounts specified for such group
in clauses (A) and (B) above of this sentence. 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 distributable to the Undercollateralized Group pursuant to Section
5.02(a)(i) prior to the payment of any Undercollateralized Amount from
amounts otherwise distributable as principal on the Subordinate Certificates
pursuant to Section 5.02(a)(iv)(L), (J), (H), (F), (D) and (B), in that
order. Such amount will be distributable to the Senior Non-PO Certificates of
such Undercollateralized Group up to their Interest Distribution Amounts for
such Distribution Date.

      The PO Deferred Amounts will be paid from amounts otherwise
distributable as principal on the Subordinate Certificates before any
payments are made pursuant to the preceding paragraph.

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

               (d) Notwithstanding the priority and allocation contained in
Section 5.02(a)(iv), if with respect to any Class of Subordinate Certificates
on any Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates, as the case may be, lower in order of payment priority than
such Class, divided by (ii) the aggregate Pool Stated Principal Balance
(Non-PO Portion) for Loan Group 1 and Loan Group 2 (for each Class, the
"Fractional Interest") is less than the Original Fractional Interest for such
Class, no distribution of principal will be made to any Classes of
Subordinate Certificates junior to such Class (the "Restricted Classes") and
the Class Certificate Balances of the Restricted Classes of Subordinate
Certificates will not be used in determining the Pro Rata Share for the
Subordinate Certificates that are not Restricted Classes. If the aggregate
Class Certificate Balance of the Subordinate Certificates that are not
Restricted Classes is reduced to zero, notwithstanding the previous sentence,
any funds remaining will be distributed sequentially to the Subordinate
Certificates that are Restricted Classes in order of their payment priority
(beginning with the Class of Subordinate Certificates that is a Restricted
Class then outstanding highest in order of payment priority).

      (e) (i) Outstanding Exchangeable Certificates will receive their
proportionate share of distributions in respect of interest allocated to the
Related Exchangeable REMIC Certificates pursuant to Section 5.02(a),
5.02(b)(iv) and Section 10.01.

      (ii) Outstanding Exchangeable Certificates will receive their
proportionate share of distributions in respect of principal allocated to the
Related Exchangeable REMIC Certificates pursuant to Sections 5.02(b)(i) and
(ii), Section 5.03(d) and Section 10.01.

      (iii) Outstanding Exchangeable Certificates will receive their
proportionate share of any Reimbursement Amount allocated to the Related
Exchangeable REMIC Certificates.

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

               (b) The Class Certificate Balance of the Class 1-PO
Certificates shall be reduced on each Distribution Date by the amount, if
any, by which the Class Certificate Balance of the Class 1-PO Certificates
(after giving effect to the amount to be distributed as a distribution of
principal on such Distribution Date) exceeds the Adjusted Pool Amount
(PO Portion) for Loan Group 1 for such Distribution Date.

      The Class Certificate Balance of the Class of Subordinate Certificates
then outstanding lowest in order of payment priority 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 Non-PO Certificates and Subordinate Certificates (after
giving effect to the amount to be distributed as a distribution of principal
and the allocation of the PO Deferred Amounts on such Distribution Date)
equals the sum of all Adjusted Pool Amounts (Non-PO Portion) for such
Distribution Date.

      After the Senior Credit Support Depletion Date, the Class Certificate
Balances of the Senior Non-PO Certificates of each Group in the aggregate
shall be reduced or increased on each Distribution Date by the amount, if
any, necessary such that the aggregate of the Class Certificate Balances of
all Classes of Senior Non-PO Certificates of such Group (after giving effect
to the amount to be distributed as a distribution of principal on such
Distribution Date) equals (i) in the case of Group 1, the Adjusted Pool
Amount (Non-PO Portion) for Loan Group 1, and (ii) in the case of Group 2,
the Adjusted Pool Amount (Non-PO Portion) for Loan Group 2.

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

      Outstanding Exchangeable Certificates will be allocated their
proportionate share of any increase or decrease in the Class Certificate
Balance of a Related Exchangeable REMIC Certificate pursuant to this Section
5.03(b).

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

               (d) The calculation of the amount to be distributed as
principal to any Class of Subordinate Certificates with respect to a
Distribution Date (the "Calculated Principal Distribution") shall be made
prior to the allocation of any Realized Losses for such Distribution Date;
provided, however, the actual payment of principal to the Classes of
Subordinate Certificates shall be made subsequent to the allocation of
Realized Losses for such Distribution Date. In the event that after the
allocation of Realized Losses for a Distribution Date, the Calculated
Principal Distribution for a Class of Subordinate Certificates is greater
than the Class Certificate Balance of such Class, the excess shall be
distributed first, sequentially, to the Classes of Subordinate Certificates
then outstanding (beginning with the Class of Subordinate Certificates then
outstanding highest in order of payment priority) until the respective Class
Certificate Balance of each such Class is reduced to zero and then to the
Senior Non-PO Certificates of such Group, pro rata, on the basis of their
respective Class Certificate Balances.

               (e) After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 1-A-15 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 1-A-15 Certificates
will be reduced by the Class 1-A-15 Loss Allocation Amount and,
notwithstanding Section 5.03(b), the Class Certificate Balances of the Class
1-A-3, Class 1-A-5, Class 1-A-7, Class 1-A-9, Class 1-A-11 and Class 1-A-13
Certificates will not be reduced by the Class 1-A-15 Loss Allocation Amount.
Notwithstanding the foregoing, on any Distribution Date in which the sum of
the Class 1-A-3 Loss Amount, Class 1-A-5 Loss Amount, Class 1-A-7 Loss
Amount, Class 1-A-9 Loss Amount, Class 1-A-11 Loss Amount and Class 1-A-13
Loss Amount exceeds the Class Certificate Balance of the Class 1-A-15
Certificates prior to any reduction for the Class 1-A-15 Loss Allocation
Amount, such excess will be distributed pro rata, in reduction of the Class
Certificate Balance of the Class 1-A-3, Class 1-A-5, Class 1-A-7, Class
1-A-9, Class 1-A-11 and Class 1-A-13 Certificates. After the Senior Credit
Support Depletion Date, on any Distribution Date on which the Class 2-A-3
Loss Allocation Amount is greater than zero, the Class Certificate Balance of
the Class 2-A-3 Certificates will be reduced by the Class 2-A-3 Loss
Allocation Amount and, notwithstanding Section 5.03(b), the Class Certificate
Balances of the Class 2-A-1 and Class 2-A-2 Certificates will not be reduced
by the Class 2-A-3 Loss Allocation Amount. Notwithstanding the foregoing, on
any Distribution Date in which the sum of the Class 2-A-1 Loss Amount and
Class 2-A-2 Loss Amount exceeds the Class Certificate Balance of the Class
2-A-3 Certificates prior to any reduction for the Class 2-A-3 Loss Allocation
Amount, such excess will be distributed pro rata, in reduction of the Class
Certificate Balance of the Class 2-A-1 and Class 2-A-2 Certificates.

            Any increase in Class Certificate Balance allocated to the Class
1-A-3, Class 1-A-5, Class 1-A-7, Class 1-A-9, Class 1-A-11 or Class 1-A-13
Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 1-A-15 Certificates; and any increase in
Class Certificate Balance allocated to the Class 2-A-1 or Class 2-A-2
Certificates pursuant to Section 5.03(b) will instead increase the Class
Certificate Balance of the Class 2-A-3 Certificates.

      Outstanding Exchangeable Certificates will be allocated their
proportionate share of any increase or decrease in the Class Certificate
Balance of a Related Exchangeable REMIC Certificate pursuant to this Section
5.03(e).

      (f) Notwithstanding any other provision of this Section 5.03, no Class
Certificate Balance or Maximum Class Certificate Balance of a Class will be
increased on any Distribution Date such that the Class Certificate Balance or
Maximum Class Certificate Balance of such Class exceeds its Initial Class
Certificate Balance or Maximum Initial Class Certificate Balance less all
distributions of principal previously distributed in respect of such Class on
prior Distribution Dates (excluding in the case of any Class of Subordinate
Certificates any principal otherwise payable to such Class of Subordinate
Certificates but used to pay any PO Deferred Amount).

      (g) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest in an amount equal to the Realized Losses allocated to
such Uncertificated Lower-Tier Interest's Corresponding Upper Tier Class or
Classes.

      Section 5.04 Statements to Certificateholders.  (a)  Prior to the
Distribution Date in each month, based upon the information provided to the
Trustee on the Servicer's Certificates delivered to the Trustee pursuant to
Section 4.01 and with respect to subsections (xx) and (xxi) below, after
consultation with the Depositor, the Trustee shall determine the following
information with respect to such Distribution Date:

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

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

      (iii) for each Class, the amount allocable to principal, separately
   identifying the aggregate amount of any Principal Prepayments and
   Liquidation Proceeds included therein, assuming in the case of a Class of
   Exchangeable REMIC Certificates no exchanges have occurred and in the case
   of a Class of Exchangeable Certificates that all exchanges have occurred;

      (iv) for each Class, the amount allocable to interest, any Class Unpaid
   Interest Shortfall included in such distribution and any remaining Class
   Unpaid Interest Shortfall after giving effect to such distribution,
   assuming in the case of a Class of Exchangeable REMIC Certificates no
   exchanges have occurred and in the case of a Class of Exchangeable
   Certificates that all exchanges have occurred;

      (v) if the distribution to the Holders of such Class of Certificates is
   less than the full amount that would be distributable to such Holders if
   there were sufficient funds available therefor, the amount of the
   shortfall and the allocation thereof as between principal and interest;

      (vi) the Class Certificate Balance of each Class of Certificates (other
   than the Exchangeable Certificates) prior to and after giving effect to
   the distribution of principal on such Distribution Date and the Maximum
   Class Certificate Balance of each Class of Exchangeable Certificates;

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

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

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

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

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

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

      (xiii) for each Loan Group, the number and aggregate principal amounts
   of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
   foreclosure or in bankruptcy) in 30-day increments until foreclosure or
   other disposition, (B) in foreclosure, as of the close of business on the
   last day of the calendar month preceding such Distribution Date and (C) in
   bankruptcy as of the close of business on the last day of the calendar
   month preceding such Distribution Date;

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

      (xv) 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;

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

      (xvii) for each Loan Group, the aggregate amount of Realized Losses
   incurred during the preceding calendar month and for each Group, any PO
   Deferred Amounts for such Distribution Date;

      (xviii) in the case of each Class of Interest Only Certificates (other
   than a Class of Exchangeable Certificates), the applicable Notional
   Amount, if any, and for each Class of Interest Only Certificates which are
   Exchangeable Certificates, the Maximum Notional Amount, if any;

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

      (xx) for each Loan Group, the amount of total Recoveries, the PO
   Recovery and the Non-PO Recovery;

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

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

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

      (xxiv) a statement as to whether any exchanges of Exchangeable REMIC
   Certificates or Exchangeable Certificates have taken place since the
   preceding Distribution Date, and, if applicable, the names, Class
   Certificate Balances, Notional Amounts, Maximum Class Certificate Balances
   or Maximum Notional Amounts, Pass Through Rates, and any interest and
   principal paid, including any shortfalls allocated, of any Classes of
   Exchangeable REMIC Certificates or Exchangeable Certificates that were
   received by the Certificateholder as a result of such exchange;

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

      (xxvi) 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;

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

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

      (xxix) 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);

      (xxx) 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;

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

      (xxxii) 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.

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

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

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

      The Trustee will make the monthly statement to Certificateholders (and,
at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders, and other
parties to this Agreement via the Trustee's Internet website, initially
located at "www.ctslink.com". The Trustee will also make available copies of
the periodic reports the Trustee prepares and files with the Securities and
Exchange Commission, including distribution reports on Form 10-D, annual
reports on Form 10-K, current reports on Form 8-K and amendments to these
reports available through this website promptly (but no later than one
Business Day) after they are filed with the Securities and Exchange
Commission. Assistance in using this website can be obtained by calling the
Trustee's customer service desk at (866) 846-4526. Parties that are unable to
use the website are entitled to have a paper copy mailed to them via first
class mail by calling the customer service desk and indicating such. The
Trustee shall have the right to change the way the monthly statements to
Certificateholders are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trustee shall
provide timely and adequate notification to all above parties regarding any
such changes.

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

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

      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.

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

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

               (c) In the first federal income tax return of each REMIC for
its short taxable year ending December 31, 2007, REMIC status shall be
elected for such taxable year and all succeeding taxable years.

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

      Section 5.06 Tax Matters Person.  The Tax Matters Person shall have the
same duties with respect to each REMIC as those of a "tax matters partner"
under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder of the
Class 1-A-R Certificate is hereby designated as the Tax Matters Person for
each of the REMICs. By its acceptance of the Class 1-A-R Certificate, each
such Holder irrevocably appoints the Trustee as its agent to perform all of
the duties of the Tax Matters Person for the REMICs.

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

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

               (a) The Trustee shall not 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 Regular
Certificates, the Residual Certificate and the Uncertificated Lower-Tier
Interests.

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

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

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

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

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

      Section 5.09 [RESERVED].

      Section 5.10 Grantor Trust Administration.(a)  (a) The Grantor Trust is
a WHFIT that is a WHMT. The Trustee shall report as required under the WHFIT
Regulations, provided that the Trustee receives on a timely basis any and all
information reasonably necessary for it to do so. The Trustee is hereby
directed to assume that DTC is the only "middleman" (as such term is defined
in the WHFIT Regulations) unless the Depositor provides the Trustee with the
identities of other "middlemen" that are Certificateholders. The Trustee
shall be entitled to rely on the first sentence of this subparagraph (a) and
shall be entitled to indemnification in accordance with the terms of this
Agreement in the event that the Internal Revenue Service makes a
determination that the first sentence of this subparagraph (a) is incorrect.

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

      (c) The Trustee shall not be liable for failure to meet the reporting
requirements of the WHFIT Regulations nor for any penalties thereunder if
such failure is due to: (i) the lack of reasonably necessary information
being provided to the Trustee, (ii) incomplete, inaccurate or untimely
information being provided to the Trustee or (iii) the inability of the
Trustee, after good faith efforts, to alter its existing information
reporting systems to capture information necessary to fully comply with the
WHFIT Regulations for the 2007 calendar year. Absent receipt of information
regarding any sale of securities, including the price, amount of proceeds and
date of sale from the beneficial owner thereof or the Depositor, the
Trustee will assume there is no secondary market trading of WHFIT interests.

      (d) To the extent required by the WHFIT Regulations, the Trustee will
use reasonable efforts to publish on an appropriate website the CUSIP Numbers
for the Certificates that represent ownership of a WHFIT. The CUSIP Numbers
so published shall represent the Rule 144A CUSIP Numbers. The Trustee shall
make reasonable good faith efforts to keep the website accurate and updated
to the extent CUSIP Numbers have been received. The Trustee will not be
liable for investor reporting delays that result from the receipt of
inaccurate or untimely CUSIP Number information.

      (e) The Trustee shall be entitled to additional reasonable compensation
for changes in reporting required in respect of the WHFIT Regulations (such
amount, the "Additional WHFIT Compensation") that arise as a result of a
change in the WHFIT Regulations or a change in interpretation of the WHFIT
Regulations by the Internal Revenue Service, if such change requires, as
mutually agreed to between the Depositor and the Trustee, a material increase
in the Trustee's reporting obligations in respect of the related Grantor
Trust. The amount of Additional WHFIT Compensation shall be mutually agreed
to by the Depositor and the Trustee.

      (f) The Trustee shall treat the portions of the Trust Estate consisting
of any interests in the Exchangeable REMIC Certificates beneficially owned in
the form of Exchangeable Certificates and rights with respect thereto as a
"grantor trust" under the Code, and the provisions hereof shall be
interpreted consistently with this treatment. The Trustee shall furnish or
cause to be furnished to the Holders of the Exchangeable Certificates and
shall file or cause to be filed with the Internal Revenue Service together
with any other information or form as may be applicable, their allocable
shares of income and expenses with respect to the property held by the
Grantor Trust, at the time or times and in the manner required by the Code.
Under no circumstances shall the Trustee have the power to vary the
investments of the Certificateholders in their related assets of the Grantor
Trust in order to take advantage of variations in this market to improve
their rate of return.

      (g) (i) Each beneficial owner of Exchangeable REMIC Certificates that
elects to hold its interest in the Exchangeable REMIC Certificates in the
form of Exchangeable Certificates pursuant to Sections 6.03 and 6.04 of this
Agreement shall be deemed to have instructed the Trustee to deposit the
applicable Exchangeable REMIC Certificates into the Grantor Trust and all
distributions in respect of such Exchangeable REMIC Certificates shall be
deposited into the Exchangeable Certificate Grantor Trust Account. The
Trustee hereby designates the Exchangeable Certificate Grantor Trust Account
as a sub-account of the Certificate Account.

      (ii) On each Distribution Date, the Trustee shall deposit all
distributions in respect of the Exchangeable REMIC Certificates deemed
received by it from the Upper-Tier Certificate Sub-Account pursuant to
paragraph (g)(i) of this Section 5.10 in the Exchangeable Certificate Grantor
Trust Account, and shall immediately distribute such amounts in respect of
the related Exchangeable Certificates.

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

      Section 5.11 Distributions.  On each Distribution Date, the Trustee
shall withdraw from the Exchangeable Certificate Grantor Trust Account the
distribution amount for each related Class and shall make the appropriate
distributions to the Certificateholders of each such Class. All distributions
that are made with respect to a particular Class of Exchangeable Certificates
shall be made pro rata among all Certificates of such Class in proportion to
their respective Percentage Interests, with no preference or priority of any
kind.

                                   ARTICLE VI

                                THE CERTIFICATES

      Section 6.01 The Certificates.  The Classes of Senior Certificates and
the Subordinate Certificates shall be substantially in the forms set forth in
Exhibits A-1, A-2, B and C (reverse of all Certificates) and shall, on
original issue, be executed by the Trustee and shall be authenticated and
delivered by the Trustee to or upon the order of the Depositor upon receipt
by the Trustee of the documents specified in Section 2.01. The Classes of
Certificates shall be available to investors in the minimum Denominations of
initial Certificate Balance or initial notional amount and the integral
multiples in excess thereof as set forth in the Preliminary Statement. The
Senior Certificates (other than the Class 1-A-R Certificate) and the Class
B-1, Class B-2 and Class B-3 Certificates shall initially be issued in
book-entry form through the Depository and delivered to the Depository or,
pursuant to the Depository's instructions on behalf of the Depository to, and
deposited with, the Certificate Custodian, and all other Classes of
Certificates shall initially be issued in definitive, fully-registered form.

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

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

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

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

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

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

               (d) No transfer of a Private Certificate shall be made unless
such transfer is exempt from the registration requirements of the 1933 Act
and any applicable state securities laws or is made in accordance with the
1933 Act and such laws. In the event of any such transfer, (i) with respect
to the Class B-4, Class B-5 and Class B-6 Certificates, unless such transfer
is made in reliance on Rule 144A under the 1933 Act, the Trustee or the
Depositor may require a written Opinion of Counsel (which may be in-house
counsel) acceptable to and in form and substance reasonably satisfactory to
the Trustee and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from
the 1933 Act and such laws or is being made pursuant to the 1933 Act and such
laws, which Opinion of Counsel shall not be an expense of the Trustee or the
Depositor and (ii) the Trustee shall require a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached hereto as Exhibit G-1 and a certificate from such
Certificateholder's prospective transferee substantially in the form attached
hereto either as Exhibit G-2A or as Exhibit G-2B (in the case of the Class
B-4, Class B-5 and Class B-6 Certificates only), which certificates shall not
be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the Seller, their
affiliates or both (which certification in the case of the Book-Entry
Certificates, the Certificateholder and the Certificateholder's prospective
transferee will be deemed to have represented such certification). The
Depositor shall provide to any Holder of a Private Certificate and any
prospective transferees designated by any such Holder, information regarding
the related Certificates and the Mortgage Loans and such other information as
shall be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for transfer of any such certificate without registration thereof
under the 1933 Act pursuant to the registration exemption provided by Rule
144A. The Holder of a Private Certificate desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee and the Depositor
against any liability that may result if the transfer is not so exempt or is
not made in accordance with such federal and state laws.

               (e) No transfer of an ERISA Restricted Certificate shall be
made unless the transferee delivers to the Trustee either (i) a
representation letter in the form of Exhibit H from the transferee of such
Certificate, which representation letter shall not be an expense of the
Depositor, the Trustee or the Servicer, or (ii) in the case of any ERISA
Restricted Certificate presented for registration in the name of an employee
benefit plan or arrangement, including an individual retirement account,
subject to ERISA, the Code, or any federal, state or local law ("Similar
Law") which is similar to ERISA or the Code (collectively, a "Plan"), or a
trustee or custodian of any of the foregoing, an Opinion of Counsel in form
and substance satisfactory to the Trustee and the Servicer to the effect that
the purchase or holding of such ERISA Restricted Certificate by or on behalf
of such Plan will not constitute or result in a non-exempt prohibited
transaction within the meaning of ERISA, Section 4975 of the Code or Similar
Law and will not subject the Trustee, the Depositor or the Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion
of Counsel shall not be an expense of the Trustee or the Servicer. Any
transferee of an ERISA Restricted Certificate that does not comply with
either clause (i) or (ii) of the preceding sentence will be deemed to have
made one of the representations set forth in Exhibit H. For purposes of
clause (i) of the second preceding sentence, such representation shall be
deemed to have been made to the Certificate Registrar by the acceptance by a
Certificate Owner of a Book-Entry Certificate of the beneficial interest in
any such Class of ERISA Restricted Certificates, unless the Certificate
Registrar shall have received from the transferee an alternative
representation acceptable in form and substance to the Depositor.
Notwithstanding anything else to the contrary herein, any purported transfer
of an ERISA Restricted Certificate to or on behalf of a Plan without the
delivery to the Trustee and the Servicer of an Opinion of Counsel
satisfactory to the Trustee and the Servicer as described above shall be void
and of no effect.

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

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

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

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

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

      (iii) In connection with any proposed transfer of any Ownership
   Interest in the Residual Certificate, the Trustee shall require delivery
   to it, in form and substance satisfactory to it, of an affidavit in the
   form of Exhibit I hereto from the proposed transferee.

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

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

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

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

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

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

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

      Section 6.03 Transfer of Exchangeable REMIC Certificates and
Exchangeable Certificates.  (a)  Upon the presentation and surrender by any
Certificateholder of its Exchangeable REMIC Certificates or Exchangeable
Certificates in the appropriate combination as set forth in Exhibit S hereto,
such Certificateholder shall hereunder transfer, assign, set over and
otherwise convey to the Trustee, all of such Certificateholder's right, title
and interest in and to such Exchangeable REMIC Certificates or Exchangeable
Certificates, including all payments of interest thereon received after the
date of such presentation and surrender and until such Certificateholder
informs the Trustee that it wishes to again hold its interest in the form of
Exchangeable REMIC Certificates or Exchangeable Certificates, as applicable.

      (b) The Trustee acknowledges any transfer and assignment of
Exchangeable REMIC Certificates or Exchangeable Certificates pursuant to the
foregoing paragraph, and hereby declares that it will hold the same in trust
for the Certificateholders on the terms in this Agreement, and shall treat
such Exchangeable REMIC Certificates and Exchangeable Certificates in
accordance with Section 5.11 of this Agreement.

      Section 6.04 Exchanges of Exchangeable REMIC Certificates and
Exchangeable Certificates.  (a)  Exchangeable REMIC Certificates shall be
exchangeable on the books of DTC for Exchangeable Certificates, and
Exchangeable Certificates shall be exchangeable on the books of DTC for
Exchangeable REMIC Certificates, after the Closing Date, by notice to the
Trustee substantially in the form of Exhibit T hereto or, under the terms and
conditions hereinafter set forth and otherwise in accordance with the
procedures specified in this Agreement.

      (b) In the case of each Combination Group, Certificates of the Classes
of Exchangeable REMIC Certificates in such Combination Group shall be
exchangeable for Certificates of the Class of Exchangeable Certificates in
such Combination Group in respective Denominations, determined based on the
proportion that the Maximum Initial Class Certificate Balances or Maximum
Initial Notional Amounts of such Classes of Exchangeable REMIC Certificates,
bear to the Maximum Initial Class Certificate Balance or Maximum Initial
Notional Amount of the related Class of Exchangeable Certificates, as set
forth in Exhibit S hereto. Except as provided in Section 5.11 of this
Agreement, upon any such exchange, the portions of the Exchangeable REMIC
Certificates designated for exchange shall be deemed cancelled and replaced
by the Exchangeable Certificates issued in exchange therefor.
Correspondingly, the Exchangeable Certificates in a Combination Group may be
further designated for exchange for Certificates of the Exchangeable REMIC
Classes in such Combination Group in respective Denominations determined
based on the proportion that the Maximum Initial Class Certificate Balances
or Maximum Initial Notional Amounts of such Classes of Exchangeable REMIC
Certificates bear to the Maximum Initial Class Certificate Balance or Maximum
Initial Notional Amount of the Class of Exchangeable Certificates, as set
forth in Exhibit S hereto. There shall be no limitation on the number of
exchanges authorized pursuant to this Section 6.04, and, except as provided
below, no fee or other charge shall be payable to the Trustee or DTC in
connection therewith.

      (c) In order to effect an exchange of Exchangeable REMIC Certificates
or Exchangeable Certificates, the Certificateholder shall notify the Trustee
by e-mail at ctsspgexchanges@wellsfargo.com no later than two Business Days
before the proposed exchange date. The exchange date can be any Business Day
other than the first or last Business Day of the month, subject to the
Trustee's approval. In addition, the Certificateholder must provide notice on
the Certificateholder's letterhead, which notice must carry a medallion stamp
guarantee and set forth the following information: the CUSIP number of each
Exchangeable REMIC or Exchangeable Certificate to be exchanged and
Exchangeable REMIC or Exchangeable Certificate to be received; the
outstanding principal balance or notional amount and the portion of the
Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount
of the Class or Classes of Exchangeable REMIC Certificates or Exchangeable
Certificates to be exchanged; the Certificateholder's DTC participant number;
and the proposed exchange date. After receiving the notice, the Trustee shall
e-mail the Certificateholder with wire payment instructions relating to the
exchange fee. The Certificateholder will utilize the "deposit and withdrawal
system" at DTC to exchange the Certificates. If there is an error, the
exchange will not occur until such error is corrected. A notice becomes
irrevocable on the second Business Day before the proposed exchange date.

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

      The Trustee shall make the first distribution on an Exchangeable REMIC
Certificate or Exchangeable Certificate received in an exchange transaction
on the Distribution Date in the month following the month of the exchange to
the Certificateholder of record as of the applicable Record Date for such
Certificate.

      Section 6.06 Mutilated, Destroyed, Lost or Stolen Certificates.  If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (b) there is delivered to
the Trustee, the Depositor and the Certificate Registrar such security or
indemnity reasonably satisfactory to each, to save each of them harmless,
then, in the absence of actual notice to the Trustee or the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser,
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like tenor, Class and Percentage Interest but bearing a number not
contemporaneously outstanding. Upon the issuance of any new Certificate under
this Section, the Trustee may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at
any time.

      Section 6.07 Persons Deemed Owners.  Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Trustee, the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 5.01 and for all
other purposes whatsoever, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar or any agent of the Servicer, the Trustee
or the Certificate Registrar shall be affected by notice to the contrary.

                                   ARTICLE VII

                         THE DEPOSITOR AND THE SERVICER

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

      Section 7.02 Merger or Consolidation of the Depositor or the Servicer.
The Depositor and the Servicer will each keep in full effect its existence,
rights and franchises as a separate entity under the laws governing its
organization, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage
Loans and to perform its respective duties under this Agreement.

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

      Section 7.03 Limitation on Liability of the Depositor, the Servicer and
Others.  None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the Depositor or of the Servicer shall be
under any liability to the Trust Estate or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Depositor, the Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or gross negligence in the performance of duties or by reason of
reckless disregard of obligations and duties hereunder. The Depositor, the
Servicer and any director, officer, employee or agent of the Depositor or the
Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Servicer and any director, officer, employee or
agent of the Depositor or the Servicer shall be indemnified by the Trust
Estate and held harmless against any loss, liability or expense incurred in
connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss, liability
or expense shall be otherwise reimbursable pursuant to this Agreement) and
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties hereunder or by reason
of reckless disregard of obligations and duties hereunder. Neither of the
Depositor nor the Servicer shall be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its
respective duties under this Agreement and which in its opinion may involve
it in any expense or liability; provided, however, that the Depositor or the
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder.
In such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust
Estate, and the Depositor and the Servicer shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Servicer Custodial Account as provided by Section 3.11.

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

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

                                 ARTICLE VIII

                                   DEFAULT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE IX

                                   THE TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      The Trustee shall at no time have any responsibility or liability for
or with respect to the legality, validity and enforceability of any Mortgage
or any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than
if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the successor Servicer);
the validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the
performance or enforcement of any Mortgage Loan (other than if the Trustee
shall assume the duties of the Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the Trustee as successor
Servicer); the compliance by the Depositor or the Servicer with any warranty
or representation made under this Agreement or in any related document or the
accuracy of any such warranty or representation; any investment of monies by
or at the direction of the Servicer or any loss resulting therefrom, it being
understood that the Trustee shall remain responsible for any Trust property
that it may hold in its individual capacity; the acts or omissions of any of
the Depositor, the Servicer (other than if the Trustee shall assume the
duties of the Servicer pursuant to Section 8.05 and thereupon only for the
acts or omissions of the Trustee as successor Servicer), any Subservicer or
any Mortgagor; any action of the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 8.05 and thereupon only
for the acts or omissions of the Trustee as successor Servicer) or any
Subservicer taken in the name of the Trustee; the failure of the Servicer or
any Subservicer to act or perform any duties required of it as agent of the
Trustee hereunder; or any action by the Trustee taken at the instruction of
the Servicer (other than if the Trustee shall assume the duties of the
Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Servicer); provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its
duties under this Agreement, including, without limitation, the Trustee's
review of the Mortgage Files pursuant to Section 2.02. The Trustee shall file
any financing or continuation statement in any public office at any time
required to maintain the perfection of any security interest or lien granted
to it hereunder.

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

      Section 9.05 Eligibility Requirements for Trustee.  The Trustee
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association
organized and doing business under the laws of the United States of America
or of any State, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by Federal or State authority and
(c) with respect to every successor trustee hereunder either an institution
(i) the long-term unsecured debt obligations of which are rated at least "A"
by Fitch and S&P or (ii) whose serving as Trustee hereunder would not result
in the lowering of the ratings originally assigned to any Class of
Certificates. The Trustee shall not be an affiliate of the Depositor or the
Servicer. If such corporation or banking association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 9.05, the combined capital and surplus of such corporation or banking
association shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance with the provision
of this Section 9.05, the Trustee shall resign immediately in the manner and
with the effect specified in Section 9.06.

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

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

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

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

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

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

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

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

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

      Section 9.09 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee as
co-trustee or separate trustee of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity, such title to the Trust
Estate, or any part thereof, and, subject to the other provision of this
Section 9.09, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider necessary or desirable. If the Servicer
shall not have joined in such appointment within ten days after the receipt
by it of a request to do so, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor Trustee under
Section 9.05 and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 9.07.

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

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

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

      Section 9.10 Authenticating Agents.  The Trustee may appoint one or
more authenticating agents ("Authenticating Agents") which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Initially, the Authenticating Agent shall be Wells Fargo Bank, N.A. Wherever
reference is made in this Agreement to the authentication of Certificates by
the Trustee or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Servicer and must be a corporation or banking association
organized and doing business under the laws of the United States of America
or of any state, having a place of business in New York, New York, having a
combined capital and surplus of at least $15,000,000, authorized under such
laws to do a trust business and subject to supervision or examination by
federal or state authorities.

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

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

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

      Section 9.12 Appointment of Custodian.  The Trustee may at any time on
or after the Closing Date, with the consent of the Depositor and the
Servicer, appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee, by entering into a custodial
agreement in a form acceptable to the Depositor and the Servicer. Subject to
this Article IX, the Trustee agrees to comply with the terms of each
custodial agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each Custodian shall
be a depository institution subject to supervision by federal or state
authority, shall have a combined capital and surplus of at least $10,000,000
and shall be qualified to do business in the jurisdiction in which it holds
any Mortgage File.

      Notwithstanding the foregoing, to the extent the Trustee appoints one
or more Custodians with respect to more than 5% of the aggregate Pool Stated
Principal Balance of Loan Group 1 and Loan Group 2, the Trustee shall cause
such Custodian to prepare a separate assessment and attestation report, as
contemplated by Section 3.19 of this Agreement and deliver such report to the
Trustee as set forth in Section 3.22 of this Agreement.

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

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

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

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

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

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

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

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

                                    ARTICLE X

                                   TERMINATION

      Section 10.01 Termination upon Purchase by the Depositor or Liquidation
of All Mortgage Loans.  Subject to Section 10.02, the respective obligations
and responsibilities of the Depositor, the Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments to
Certificateholders after the Final Distribution Date and to send certain
notices as hereinafter set forth and the obligations of the Trustee pursuant
to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date pursuant
to this Article X following the earlier of (a) the purchase by the Depositor
of all Mortgage Loans and all REO Property remaining in the Trust Estate at a
price equal to the sum of (i) 100% of the unpaid principal balance of each
Mortgage Loan (other than any Mortgage Loan as to which REO Property has been
acquired and whose fair market value is included pursuant to clause (ii)
below), (ii) the fair market value of such REO Property, plus any Class
Unpaid Interest Shortfall for any Class of Certificates as well as one
month's interest at the related Mortgage Interest Rate on the unpaid
principal balance of each Mortgage Loan (including any Mortgage Loan as to
which REO Property has been acquired) and (iii) any Reimbursement Amount owed
to the Trust pursuant to Section 2.04 or (b) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate or the disposition of all REO Property.

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

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

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

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

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

      Section 10.02 Additional Termination Requirements.  (a)  If the
Depositor exercises its purchase option as provided in Section 10.01, the
Trust shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that the failure of the Trust to comply with the requirements of this
Section 10.02 will not (i) result in the imposition of taxes on "prohibited
transactions" of the Trust as defined in Section 860F of the Code, or
(ii) cause the Trust Estate to fail to qualify as three separate REMICs at
any time that any Certificates are outstanding:

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

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

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

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

      Section 11.01 Amendment.  This Agreement may be amended from time to
time by the Depositor, the Servicer and the Trustee without the consent of
any of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to
correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions of this Agreement, any amendment to
this Agreement or the related Prospectus Supplement, (iii) to modify,
eliminate or add to any of its provisions to such extent as shall be
necessary to maintain the qualification of the Upper-Tier REMIC, Middle-Tier
REMIC and the Lower-Tier REMIC as REMICs at all times that any Certificates
are outstanding or to avoid or minimize the risk of the imposition of any tax
on any  REMIC pursuant to the Code that would be a claim against the Trust
Estate, provided that (a) the Trustee has received an Opinion of Counsel to
the effect that such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action shall not, as evidenced by such Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into
the Certificate Account (and deemed deposits into the Upper-Tier Certificate
Sub-Account), provided, that (a) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Senior, Class B-1, Class B-2, Class B-3, Class B-4
or Class B-5 Certificates, as evidenced by a letter from each Rating Agency
rating such Certificates to such effect, (v) to reduce the percentage of the
aggregate Cut-off Date Pool Principal Balance at which the Depositor will
have the option to purchase all the remaining Mortgage Loans in accordance
with Section 10.01, provided that such reduction is considered necessary by
the Depositor, as evidenced by an Officer's Certificate delivered to the
Trustee, to preserve the treatment of the transfer of the Mortgage Loans to
the Depositor by the Seller or to the Trust by the Depositor as sale for
accounting purposes, and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, provided that the
amendment shall not be deemed to adversely affect in any material respect the
interests of the Certificateholders and no Opinion of Counsel to that effect
shall be required if the Person requesting the amendment obtains a letter
from each Rating Agency stating that the amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the
Certificates.

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

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

      Any amendment under this Section shall be a separate written agreement
executed by all parties hereunder that expressly amends this Agreement.
Promptly after the execution of any such amendment or consent the Trustee
shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.

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

      Section 11.02 Recordation of Agreement.  This Agreement is subject to
recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer and at its expense on direction by the Trustee, who
will act at the direction of Holders of Certificates evidencing not less than
50% of all Voting Rights, but only upon direction of the Trustee accompanied
by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of Certificateholders.

      For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.

      Section 11.03 Limitation on Rights of Certificateholders.  The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

      No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of
the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed
so as to constitute the Certificateholders from time to time as partners or
members of an association; nor shall any Certificateholder be under any
liability to any third person by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

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

      Section 11.04 Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

      Section 11.05 Notices.  All demands, notices, instructions, directions,
requests and communications required to be delivered hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered
at or mailed by certified mail, return receipt requested, (provided, however,
that notices to the Trustee may be delivered by facsimile and shall be deemed
effective upon receipt) to (a) in the case of the Depositor, Banc of America
Mortgage Securities, Inc., 214 North Tryon Street, Charlotte, North Carolina
28255, Attention: General Counsel and Chief Financial Officer, (b) in the
case of the Servicer, Bank of America, National Association, 475 Crosspoint
Parkway, Getzville, New York 14068-9000, Attention: Servicing Manager, with a
copy to: Bank of America, National Association, 101 South Tryon Street,
Charlotte, North Carolina 28255, Attention: General Counsel and Chief
Financial Officer, (c) in the case of the Trustee, Wells Fargo Bank, N.A.,
P.O. Box 98, Columbia, Maryland 21046, Attention: Client Manager -- BOAMS,
Series 2007-4, and for overnight delivery purposes, Wells Fargo Bank, N.A.,
9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: BOAMS,
Series 2007-4,, with a copy to Wells Fargo Bank, N.A., Sixth Street and
Marquette Avenue, Minneapolis, Minnesota, 55479, Attention: Corporate Trust
Services -- BOAMS, Series 2007-4,, (d) in the case of Moody's, Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Residential Mortgage Monitoring Group, (e) in the case of S&P,
Standard & Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York  10041, Attn: Mortgage Surveillance Group and
(f) in the case of Fitch, Fitch Ratings, One State Street Plaza, New York,
New York 10004, Attention: Residential Mortgage Surveillance Group; or, as to
each party, at such other address as shall be designated by such party in a
written notice to each other party. Any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register.
Any notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.

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

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

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

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

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

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

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

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

<PAGE>

      IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused this Agreement to be duly executed by their respective officers
thereunto duly authorized to be hereunto affixed, all as of the day and year
first above written.

                                       BANC OF AMERICA MORTGAGE SECURITIES,
                                          INC.,
                                          as Depositor

                                       By:   /s/ Judy Lowman
                                          ------------------------------------
                                          Name:  Judy Lowman
                                          Title: Principal

                                       BANK OF AMERICA, NATIONAL ASSOCIATION,
                                          as Servicer

                                       By:   /s/ Bruce W. Good
                                          ------------------------------------
                                          Name:  Bruce W. Good
                                          Title: Principal

                                       WELLS FARGO BANK, N.A.,
                                          as Trustee

                                       By:   /s/ Darron C. Woodus
                                          ------------------------------------
                                          Name:  Darron C. Woodus
                                          Title: Assistant Vice President

<PAGE>

STATE OF MARYLAND )
                  ) ss.:
COUNTY OF HOWARD  )

      On the 29th day of November, 2007, before me, a notary public in and
for the State of Maryland, personally appeared Darron C. Woodus, known to me
who, being by me duly sworn, did depose and say that he is an Assistant Vice
President of Wells Fargo Bank, N.A., a national banking association, 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 ____________.

<PAGE>

STATE OF KANSAS    )
                   ) ss.:
COUNTY OF JOHNSON  )

      On the 29th day of November, 2007, before me, a notary public in and
for the State of Kansas, personally appeared Judy Lowman, known to me who,
being by me duly sworn, did depose and say that she is a Principal of Banc of
America Mortgage Securities, Inc. a Delaware corporation, one of the parties
that executed the foregoing instrument; and that she signed her name thereto
by order of the Board of Directors of such corporation.

                                    --------------------------------------------
                                                    Notary Public

[Notarial Seal]

My commission expires ____________.

<PAGE>

STATE OF NORTH CAROLINA  )
                         ) ss.:
COUNTY OF                )

      On the 29th day of November, 2007, before me, a notary public in and
for the State of North Carolina, personally appeared Bruce W. Good, known to
me who, being by me duly sworn, did depose and say that he is a Principal of
Bank of America, National Association, a national banking association, 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 ____________.

<PAGE>

                                   EXHIBIT A-1

                      [FORM OF FACE OF SENIOR CERTIFICATE]

                      BANC OF AMERICA MORTGAGE 2007-4 TRUST
                Mortgage Pass-Through Certificates, Series 2007-4
                                   Class [__]

[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")].

[FOR EXCHANGEABLE REMIC CERTIFICATES: THIS CERTIFICATE IS AN EXCHANGEABLE REMIC
CERTIFICATE AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED
HEREIN.]

[FOR EXCHANGEABLE CERTIFICATES: THIS CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF AN INTEREST IN EACH RELATED EXCHANGEABLE REMIC CERTIFICATE.]

[FOR THE CLASS 2-A-1, CLASS 2-A-2 AND CLASS 2-A-4 CERTIFICATES ONLY: 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.]

<PAGE>


                         BANC OF AMERICA MORTGAGE 2007-4 TRUST
                   Mortgage Pass-Through Certificates, Series 2007-4
                                  Class [____]

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

                Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:                    [____]

Cut-Off Date:                       November 1, 2007

First Distribution Date:            December 26, 2007

[Maximum] Initial Certificate Balance of this Certificate (or, if indicated,
[Maximum] Initial Notional Amount)
("Denomination"):                   $[_____________]

[Maximum] Initial Class Certificate Balance (or, if indicated, [Maximum] Initial
Notional Amount)
of this Class:                      $[_____________]]

Pass-Through Rate:                  [RATE]

CUSIP No.:                          [CUSIP]

ISIN No.:                           [ISIN]

        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 primarily of the Mortgage Loans deposited by Banc
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated November 29, 2007 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), and Wells Fargo Bank, N.A.,
as trustee (the "Trustee"). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Pooling and Servicing
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. The Pooling and
Servicing Agreement states the rights of the holders of the Certificates and
specifies how amounts of interest and principal are calculated and distributed
on each Class of Certificates and the method for allocating losses.

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

        [For the Class 2-A-1, Class 2-A-2 and Class 2-A-4 Certificates only: No
transfer of a Certificate of this Class shall be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "1933 Act"), and any applicable state securities laws or is made in
accordance with the 1933 Act and such laws. In the event of any such transfer,
(i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the
Trustee or the Depositor may require a written Opinion of Counsel (which may be
in-house counsel) acceptable to and in form and substance reasonably
satisfactory to the Trustee and the Depositor that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from the 1933 Act and such laws or is being made pursuant to the 1933
Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-2A, which
certificates shall not be an expense of the Trustee or the Depositor; provided
that the foregoing requirements under clauses (i) and (ii) shall not apply to a
transfer of a Private Certificate between or among the Depositor, the Seller,
their affiliates or both. Each person who transfers or acquires this Certificate
or any interest therein shall be deemed to have made the representations
required by Exhibit G-1 or Exhibit G-2A, as applicable, unless such person shall
have provided such certificate or the opinion of counsel referred to in the
preceding sentence to the Trustee. The Holder of a Private Certificate desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.]

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

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

                                      * * *

<PAGE>


                                   EXHIBIT A-2

                     [FORM OF FACE OF RESIDUAL CERTIFICATE]

                      BANC OF AMERICA MORTGAGE 2007-4 TRUST
                Mortgage Pass-Through Certificates, Series 2007-4
                                   Class 1-A-R

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

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

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


<PAGE>

                         BANC OF AMERICA MORTGAGE 2007-4 TRUST
                   Mortgage Pass-Through Certificates, Series 2007-4
                                   Class 1-A-R

evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

                Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       November 1, 2007

First Distribution Date:            December 26, 2007

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $[______]

Initial Class Certificate
Balance of this Class:              $100.00

Pass-Through Rate:                  [______]%

CUSIP No.:                          [CUSIP]

ISIN No.:                           [ISIN]

        THIS CERTIFIES THAT _________ is the registered owner of 100% Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust consisting of the Mortgage Loans deposited by Banc of America
Mortgage Securities, Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated November 29, 2007 (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.

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

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

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

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


                                      * * *

<PAGE>

                                   EXHIBIT B-1

                    [FORM OF FACE OF SUBORDINATE CERTIFICATE]

                      BANC OF AMERICA MORTGAGE 2007-4 TRUST
                Mortgage Pass-Through Certificates, Series 2007-4
                      Class [B-1][B-2][B-3][B-4][B-5][B-6]

[FOR THE CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES ONLY: 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.

[FOR THE CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES ONLY: 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.]

[FOR THE CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES ONLY: UNDER CURRENT LAW
THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF ANY EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT
TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO
ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED
TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF
THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE
EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH
PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT
IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED
IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"),
60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE
AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S)
HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME
EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY
THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN
INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II)
AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE
SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR
ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW
AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES
THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER
RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED
TRANSFEREE.]


<PAGE>

                         BANC OF AMERICA MORTGAGE 2007-4 TRUST
                   Mortgage Pass-Through Certificates, Series 2007-4
                                  Class [____]

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

                Banc of America Mortgage Securities, Inc., as Depositor

Certificate No.:

Cut-off Date:                       November 1, 2007

First Distribution Date:            December 26, 2007

Initial Certificate
Balance of this
Certificate
("Denomination"):                   $[_____________]

Initial Class Certificate
Balance of this Class:              $[_______]

Pass-Through Rate:                  [RATE]

CUSIP No.:                          [CUSIP]

ISIN No.:                           [ISIN]

        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 primarily of the Mortgage Loans deposited by Banc
of America Mortgage Securities, Inc. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated November 29, 2007 (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), and Wells Fargo Bank, N.A.,
as trustee (the "Trustee"). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Pooling and Servicing
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

        Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.

        [For the Class B-4, Class B-5 and Class B-6 Certificates only: No
transfer of a Certificate of this Class shall be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "1933 Act"), and any applicable state securities laws or is made in
accordance with the 1933 Act and such laws. In the event of any such transfer,
(i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the
Trustee or the Depositor may require a written Opinion of Counsel (which may be
in-house counsel) acceptable to and in form and substance reasonably
satisfactory to the Trustee and the Depositor that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from the 1933 Act and such laws or is being made pursuant to the 1933
Act and such laws, which Opinion of Counsel shall not be an expense of the
Trustee or the Depositor and (ii) the Trustee shall require a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate
from such Certificateholder's prospective transferee substantially in the form
attached to the Pooling and Servicing Agreement either as Exhibit G-2A or as
Exhibit G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.]

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

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

                                     * * *


<PAGE>

                                    EXHIBIT C

                      [FORM OF REVERSE OF ALL CERTIFICATES]

                      BANC OF AMERICA MORTGAGE 2007-4 TRUST
                       Mortgage Pass-Through Certificates

        This Certificate is one of a duly authorized issue of Certificates
designated as Banc of America Mortgage 2007-4 Trust Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (collectively, the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Pooling and Servicing Agreement.

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

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

        Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement. The Record Date applicable to each Distribution Date is the
last Business Day of the month next preceding the month of such Distribution
Date.

        On each Distribution Date, the Trustee shall distribute out of the
Certificate Account to each Certificateholder of record on the related Record
Date (other than respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate, by wire transfer or by such
other means of payment as such Certificateholder and the Trustee shall agree
upon, such Certificateholder's Percentage Interest in the amount to which the
related Class of Certificates is entitled in accordance with the priorities set
forth in Section 5.02 of the Pooling and Servicing Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentation and surrender of such Certificate to the Trustee as contemplated by
Section 10.01 of the Pooling and Servicing Agreement.

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

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

        The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.

        No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

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

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

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


<PAGE>

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

Dated:

                                            WELLS FARGO BANK, N.A.,
                                             as Trustee

                                            By
                                              ----------------------------------
                                                   Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

        This is one of the Certificates referred to in the Pooling and Servicing
Agreement referenced herein.

                                            WELLS FARGO BANK, N.A.,
                                             as Trustee

                                            By
                                              ----------------------------------
                                                   Authorized Signatory


<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

      I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:
                                          _____________________________________
                                          Signature by or on behalf of assignor

                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
____________________________________________________ for the account of
___________________, account number _________________________, or, if mailed by
check, to Applicable statements should be mailed to
________________________________

        This information is provided by ________, the assignee named above, or ,
as its agent.


<PAGE>


                                    EXHIBIT D

                 ADDRESSES FOR REQUESTING MORTGAGE LOAN SCHEDULE

For the Depositor:

Banc of America Mortgage Securities, Inc.
214 North Tryon Street
Charlotte, North Carolina  28255
NC1-027-14-01
Attn:  Secondary Marketing, BOAMS 2007-4

For the Trustee:

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: BOAMS 2007-4

<PAGE>


                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS

                                     [date]

To:     Wells Fargo Bank, N.A.
        1015 10th Avenue, S.E.
        Minneapolis, Minnesota 55414-0031
        Attn:  Inventory Control (BOAMS 2007-4)

      Re:   The Pooling and Servicing Agreement dated November 29, 2007, among
            Banc of America Mortgage Securities, Inc., as Depositor, Bank of
            America, National Association, as Servicer, and Wells Fargo Bank,
            N.A., as Trustee

        In connection with the administration of the Mortgage Loans held by you,
as Custodian, pursuant to the above-captioned Pooling and Servicing Agreement,
we request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:
--------------------

Mortgagor Name, Address & Zip Code
-----------------------------------

Reason for Requesting Documents (check one)
-------------------------------

____    1.     Mortgage Paid in Full

____    2.     Foreclosure

____    3.     Substitution

____    4.     Other Liquidation

____    5.     Nonliquidation                            Reason: ______________

                                           By:
                                               ________________________________
                                                  (authorized signer of Bank of
                                                  America, National Association)

                                           Issuer: ____________________________
                                           Address: ___________________________
                                           ____________________________________


                                           Date:
                                                _______________________________

Custodian
Wells Fargo Bank, N.A.
Please acknowledge the execution of the above request by your signature and date
below:

__________________________________  _______________
Signature                             Date

Documents returned to Custodian:

___________________________________  _______________
Custodian                              Date


<PAGE>


3


                                    EXHIBIT F

                   FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT

                                     [Date]

        [_______________] hereby certifies that it has established a
[__________] Account pursuant to Section [________] of the Pooling and Servicing
Agreement, dated November 29, 2007, among Banc of America Mortgage Securities,
Inc., as Depositor, Bank of America, National Association, as Servicer, and
Wells Fargo Bank, N.A., as Trustee.

                                     [_______________],

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

<PAGE>

                                   EXHIBIT G-1

                         FORM OF TRANSFEROR CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn:  Corporate Trust Services - BOAMS 2007-4

            Re:   Banc of America Mortgage 2007-4 Trust, Mortgage Pass-Through
                  Certificates, Series 2007-4, Class ___, having an initial
                  aggregate Certificate Balance as of November 29, 2007 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 November 29, 2007, among Banc of America Mortgage Securities,
Inc., as Depositor, Bank of America, National Association, as Servicer, and
Wells Fargo Bank, N.A., as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Trustee, that:

               1. The Transferor is the lawful owner of the Transferred
        Certificates with the full right to transfer such Certificates free from
        any and all claims and encumbrances whatsoever.

               2. Neither the Transferor nor anyone acting on its behalf has (a)
        offered, transferred, pledged, sold or otherwise disposed of any
        Transferred Certificate, any interest in a Transferred Certificate or
        any other similar security to any person in any manner, (b) solicited
        any offer to buy or accept a transfer, pledge or other disposition of
        any Transferred Certificate, any interest in a Transferred Certificate
        or any other similar security from any person in any manner, (c)
        otherwise approached or negotiated with respect to any Transferred
        Certificate, any interest in a Transferred Certificate or any other
        similar security with any person in any manner, (d) made any general
        solicitation with respect to any Transferred Certificate, any interest
        in a Transferred Certificate or any other similar security by means of
        general advertising or in any other manner, or (e) taken any other
        action with respect to any Transferred Certificate, any interest in a
        Transferred Certificate or any other similar security, which (in the
        case of any of the acts described in clauses (a) through (e) hereof)
        would constitute a distribution of the Transferred Certificates under
        the Securities Act of 1933, as amended (the "1933 Act"), would render
        the disposition of the Transferred Certificates a violation of Section 5
        of the 1933 Act or any state securities laws, or would require
        registration or qualification of the Transferred Certificates pursuant
        to the 1933 Act or any state securities laws.

                                    Very truly yours,

                                    ____________________________________
                                    (Transferor)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

<PAGE>

                                  EXHIBIT G-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn:  Corporate Trust Services - BOAMS 2007-4

            Re:   Banc of America Mortgage 2007-4 Trust, Mortgage Pass-Through
                  Certificates, Series 2007-4, Class ___, having an initial
                  aggregate Certificate Balance as of November 29, 2007 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 November 29, 2007, among Banc of America
Mortgage Securities, Inc., as Depositor, Bank of America, National Association,
as Servicer, and Wells Fargo Bank, N.A., as Trustee. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Trustee, that:

               1. The Transferee is a "qualified institutional buyer" (a
        "Qualified Institutional Buyer") as that term is defined in Rule 144A
        ("Rule 144A") under the Securities Act of 1933, as amended (the "1933
        Act"), and has completed one of the forms of certification to that
        effect attached hereto as Annex 1 and Annex 2. The Transferee is aware
        that the sale to it is being made in reliance on Rule 144A. The
        Transferee is acquiring the Transferred Certificates for its own account
        or for the account of another Qualified Institutional Buyer, and
        understands that such Transferred Certificates may be resold, pledged or
        transferred only (a) to a person reasonably believed to be a Qualified
        Institutional Buyer that purchases for its own account or for the
        account of another Qualified Institutional Buyer to whom notice is given
        that the resale, pledge or transfer is being made in reliance on Rule
        144A, or (b) pursuant to another exemption from registration under the
        1933 Act.

               2. The Transferee has been furnished with all information
        regarding (a) the Depositor, (b) the Transferred Certificates and
        distributions thereon, (c) the nature, performance and servicing of the
        Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust
        created pursuant thereto, (e) any credit enhancement mechanism
        associated with the Transferred Certificate, and (f) all related
        matters, that it has requested.

               3. If the Transferee proposes that the Transferred Certificates
        be registered in the name of a nominee, such nominee has completed the
        Nominee Acknowledgment below.

                                    Very truly yours,

                                    ____________________________________
                                    (Transferor)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________


<PAGE>

                             Nominee Acknowledgment

        The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                            ____________________________________
                                            (Nominee)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

<PAGE>


                                                         ANNEX 1 TO EXHIBIT G-2A

               QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Transferees Other Than Registered Investment Companies]

        The undersigned hereby certifies as follows to [__________________] (the
"Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass-through certificates (the "Transferred Certificates") described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

        1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

        2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________
        ___    Corporation, etc. The Transferee is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
               Revenue Code of 1986.

        ___    Bank. The Transferee (a) is a national bank or a banking
               institution organized under the laws of any state, U.S. territory
               or the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the state
               or territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. bank, and
               not more than 18 months preceding such date of sale in the case
               of a foreign bank or equivalent institution.

        ___    Savings and Loan. The Transferee (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is supervised
               and examined by a state or federal authority having supervision
               over any such institutions, or is a foreign savings and loan
               association or equivalent institute and (b) has an audited net
               worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. savings and
               loan association, and not more than 18 months preceding such date
               of sale in the case of a foreign savings and loan association or
               equivalent institution.

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

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

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

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

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

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

------------------
(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.

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

        4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

        5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

               ____ ____   Will the Transferee be purchasing the Transferred
               Yes  No     Certificates only for the Transferee's own account?

        6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

        7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

                                    ____________________________________
                                    Print Name of Transferee

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________
                                    Date:  _____________________________________


<PAGE>


                                                         ANNEX 2 TO EXHIBIT G-2A

               QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Transferees That Are Registered Investment Companies]

        The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass-through certificates (the "Transferred Certificates") described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

        1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

        2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

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

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

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

        4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

        5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

               ____ ____  Will the Transferee be purchasing the Transferred
               Yes   No   Certificates only for the Transferee's own account?

        6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

        7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                    ____________________________________
                                    Print Name of Transferee Adviser

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

                                            IF AN ADVISER:

                                            ____________________________________
                                            Print Name of Transferee

                                            By: ________________________________
                                            Date: ______________________________


<PAGE>


                                  EXHIBIT G-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn:  Corporate Trust Services - BOAMS 2007-4

            Re:   Banc of America Mortgage 2007-4 Trust, Mortgage Pass-Through
                  Certificates, Series 2007-4, Class [B-4] [B-5] [B-6], having
                  an initial aggregate Certificate Principal Balance as of
                  November 29, 2007 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
November 29, 2007, among Banc of America Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as Servicer, and Wells Fargo
Bank, N.A., as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Trustee, that:

        1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.

        2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee is obligated so to register or qualify the Transferred Certificates and
(c) neither the Transferred Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless such resale or
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
laws, in which case (i) unless the transfer is made in reliance on Rule 144A
under the 1933 Act, the Trustee or the Depositor may require a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall
not be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the Seller, their affiliates
or both.

        3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

        THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933, AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS
        CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE
        MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE
        1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
        SERVICING AGREEMENT REFERENCED HEREIN.

        UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
        BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
        INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF
        1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW
        ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A
        "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF
        ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE
        MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A
        REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE
        TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY
        SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE
        OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
        PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS
        SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
        EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)),
        THERE IS NO BENEFIT PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH
        GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY
        OR ON BEHALF OF SUCH BENEFIT PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED
        BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1)
        OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
        TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH
        AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF
        ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT
        ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN
        FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE
        EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
        OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
        TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR
        SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE SERVICER OR THE
        TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
        AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR
        ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
        REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING
        SENTENCE UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
        LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE
        TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
        ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER
        RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
        PURPORTED TRANSFEREE.

        4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the 1933 Act, would render the disposition of the
Transferred Certificates a violation of Section 5 of the 1933 Act or any state
securities law or would require registration or qualification of the Transferred
Certificates pursuant thereto. The Transferee will not act, nor has it
authorized nor will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to the Transferred Certificates, any
interest in the Transferred Certificates or any other similar security.

        5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans., (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.

        6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.

        7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                    Very truly yours,

                                    ____________________________________
                                    (Transferee)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________
                                    Date: ______________________________________

<PAGE>

                             Nominee Acknowledgment

        The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                    ____________________________________
                                    (Nominee)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

<PAGE>

                                    EXHIBIT H

                    FORM OF TRANSFEREE REPRESENTATION LETTER
                        FOR ERISA RESTRICTED CERTIFICATES

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn:  Corporate Trust Services - BOAMS 2007-4

            Re:   Banc of America Mortgage 2007-4 Trust, Mortgage Pass-Through
                  Certificates, Series 2007-4, Class ___, having an initial
                  aggregate Certificate Principal Balance as of November 29,
                  2007 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
November 29, 2007, among Banc of America Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as Servicer, and Wells Fargo
Bank, N.A., as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement.

        The Transferee hereby certifies, represents and warrants to you, as
Trustee, either that:

        (a) it is not, and is not acting on behalf of, an employee benefit plan
or arrangement, including an individual retirement account, subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the
Internal Revenue Code of 1986, as amended (the "Code"), or any federal, state or
local law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or

        (b) it is an insurance company and the source of funds used to purchase
the Transferred Certificates is an "insurance company general account" (as
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to
which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and all Plans that
have an interest in such general account are Plans to which PTE 95-60 applies.

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

                                    Very truly yours,

                                    ____________________________________
                                    (Transferee)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________
                                    Date: ______________________________________


<PAGE>

                                    EXHIBIT I

                     FORM OF AFFIDAVIT REGARDING TRANSFER OF
                  RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02

                      Banc of America Mortgage 2007-4 Trust
                       Mortgage Pass-Through Certificates,
                                  Series 2007-4

STATE OF                   )
                           )  ss:
COUNTY OF                  )

        The undersigned, being first duly sworn, deposes and says as follows:

        1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class 1-A-R Certificate (the
"Residual Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated November 29, 2007, (the "Agreement"), relating to the above-referenced
Series, by and among Banc of America Mortgage Securities, Inc., as depositor
(the "Depositor"), Bank of America, National Association, as servicer, and Wells
Fargo Bank, N.A., as trustee. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Agreement. The Transferee
has authorized the undersigned to make this affidavit on behalf of the
Transferee.

        2. The Transferee is, as of the date hereof, and will be, as of the date
of the transfer, a Permitted Transferee. The Transferee is acquiring the
Residual Certificate either (i) for its own account or (ii) as nominee, trustee
or agent for another Person who is a Permitted Transferee and has attached
hereto an affidavit from such Person in substantially the same form as this
affidavit. The Transferee has no knowledge that any such affidavit is false.

        3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Residual Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false.

        4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record Holder of an interest in such entity. The
Transferee understands that, other than in the case of an "electing large
partnership" under Section 775 of the Code, such tax will not be imposed for any
period with respect to which the record Holder furnishes to the pass-through
entity an affidavit that such record Holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives and, except as may be provided in
Treasury Regulations, persons holding interests in pass-through entities as a
nominee for another Person.)

        5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Residual Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 6.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the transfer
to the Transferee contemplated hereby null and void.

        6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Residual Certificate, and in connection with any transfer by a Person for whom
the Transferee is acting as nominee, trustee or agent, and the Transferee will
not transfer the Residual Certificate or cause the Residual Certificate to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee.

        7. The Transferee historically has paid its debts as they have become
due.

        8. The Transferee does not have the intention to impede the assessment
or collection of any tax legally required to be paid with respect to the
Residual Certificate.

        9. The taxpayer identification number of the Transferee's nominee is
___________.

        10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

        11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

        12. The Transferee will not cause income from the Residual Certificate
to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Transferee or any other
person.

        13. If the Transferee is purchasing the Residual Certificate in a
transfer intended to meet the safe harbor provisions of Treasury Regulations
Sections 1.860E-1(c), the Transferee has executed and attached Attachment A
hereto.


<PAGE>

        14. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.

                                         * * *


<PAGE>

      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.

                                            ____________________________________
                                            Print Name of Transferee

                                            By: ________________________________
                                                Name:
                                                Title:

      Personally appeared before me the above-named
______________________________, known or proved to me to be the same person who
executed the foregoing instrument and to be the _______________________ of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.

      Subscribed and sworn before me this _____ day of _______________________,
____

                                         _______________________________________
                                                        NOTARY PUBLIC

                                         My Commission expires the ____ day of
                                         ______________, ____

<PAGE>


                                  ATTACHMENT A

                                       to

AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, AND FOR NON-ERISA INVESTORS

Check the appropriate box:

|_|   The consideration paid to the Transferee to acquire the Residual
      Certificate equals or exceeds the excess of (a) the present value of the
      anticipated tax liabilities over (b) the present value of the anticipated
      savings associated with holding such Residual Certificate, in each case
      calculated in accordance with U.S. Treasury Regulations Sections
      1.860E-1(c)(7) and (8), computing present values using a discount rate
      equal to the short-term Federal rate prescribed by Section 1274(d) of the
      Code and the compounding period used by the Transferee.

                                       OR

|_|   The transfer of the Residual Certificate complies with U.S. Treasury
      Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:

      (i)   the Transferee is an "eligible corporation," as defined in U.S.
            Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
            from Residual Certificate will only be taxed in the United States;

      (ii)  at the time of the transfer, and at the close of the Transferee's
            two fiscal years preceding the year of the transfer, the Transferee
            had gross assets for financial reporting purposes (excluding any
            obligation of a person related to the Transferee within the meaning
            of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess
            of $100 million and net assets in excess of $10 million;

      (iii) the Transferee will transfer the Residual Certificate only to
            another "eligible corporation," as defined in U.S. Treasury
            Regulations Section 1.860E-1(c)(6)(i), in a transaction that
            satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
            (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;

      (iv)  the Transferee has determined the consideration paid to it to
            acquire the Residual Certificate based on reasonable market
            assumptions (including, but not limited to, borrowing and investment
            rates, prepayment and loss assumptions, expense and reinvestment
            assumptions, tax rates and other factors specific to the Transferee)
            that it has determined in good faith; and

      (v)   in the event of any transfer of the Residual Certificate by the
            Transferee, the Transferee will require its transferee to complete a
            representation in the form of this Attachment A as a condition of
            such transferee's purchase of the Residual Certificate.


<PAGE>

                                    EXHIBIT J

                         CONTENTS OF THE SERVICING FILE

1.      Copies of Mortgage Loans Documents.

2.      Residential loan application.

3.      Mortgage Loan closing statement.

4.      Verification of employment and income, if required.

5.      Verification of acceptable evidence of source and amount of downpayment.

6.      Credit report on Mortgagor, in a form acceptable to either Fannie Mae or
        Freddie Mac.

7.      Residential appraisal report.

8.      Photograph of the Mortgaged Property.

9.      Survey of the Mortgaged Property, unless a survey is not required by the
        title insurer.

10.     Copy of each instrument necessary to complete identification of any
        exception set forth in the exception schedule in the title policy, i.e.,
        map or plat, restrictions, easements, home owner association
        declarations, etc.

11.     Copies of all required disclosure statements.

12.     If applicable, termite report, structural engineer's report, water
        potability and septic certification.

13.     Sales Contract, if applicable.

14.     The Primary Insurance Policy or certificate of insurance or an
        electronic notation of the existence of such policy, where required
        pursuant to the Agreement.

15.     Evidence of electronic notation of the hazard insurance policy, and if
        required by law, evidence of the flood insurance policy.

<PAGE>


                                    EXHIBIT K
                       FORM OF SPECIAL SERVICING AGREEMENT

        This Special Servicing Agreement (the "Agreement") is made and entered
into as of ___________________, between Bank of America, National Association
(the "Servicer") and ___________________ (the "Loss Mitigation Advisor").

                              PRELIMINARY STATEMENT

        _________________ (the "Purchaser") is the holder of the entire interest
in Banc of America Mortgage 2007-4 Trust; Mortgage Pass-Through Certificates,
Series ______, Class ____ (the "Class B Certificates"). The Class B Certificates
were issued pursuant to a Pooling and Servicing Agreement dated
___________________among Banc of America Mortgage Securities, Inc., as depositor
(the "Depositor"), the Servicer, and Wells Fargo Bank, N.A., as Trustee.

        The Purchaser has requested the Servicer to engage the Loss Mitigation
Advisor, at the Purchaser's expense, to assist the Servicer with respect to
default management and reporting situations for the benefit of the Purchaser.

        In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Servicer hereby engages
the Loss Mitigation Advisor to provide advice in connection with default
management and reporting situations with respect to defaulted loans, including
providing to the Servicer recommendations with respect to foreclosures, the
acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure
and deficiency notes, as well as with respect to the sale of REO properties. The
Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that
its fees will be paid by the Purchaser and not the Servicer, and that it will
not look to the Servicer for financial remuneration. It is the intent of the
parties to this Agreement that the services of the Loss Mitigation Advisor are
provided without fee to the Servicer for the benefit of the Purchaser for the
life of the Class B Certificates.


                                    ARTICLE I

                                   DEFINITIONS

Section 1.01. Defined Terms.

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

Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the State of New York are required or authorized
by law or executive order to be closed.

Commencement of Foreclosure: The first official action required under local law
in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, the posting, publishing, filing or delivery of a notice
of sale.

Delay of Foreclosure: The postponement for more than three Business Days of the
scheduled sale of Mortgaged Property to obtain satisfaction of a Mortgage Loan.

Loss Mitigation Advisor: ______________.

Purchaser: _______________________, or the holder of record of the Class B
Certificates.

Short Payoff: Liquidation of a Mortgage Loan at less than the full amount of the
outstanding balance of the Mortgage Loan plus advances and costs through a
negotiated settlement with the borrower, which may include a deed-in-lieu of
foreclosure or sale of the property or of the promissory note secured by the
collateral property to a third party, in either case with or without a
contribution toward any resulting deficiency by the borrower.

Section 1.02. Definitions Incorporated by Reference.

All capitalized terms not otherwise defined in this Agreement shall have the
meanings assigned in the Pooling and Servicing Agreements.

                                   ARTICLE II

                          SPECIAL SERVICING PROCEDURES

Section 2.01. Reports and Notices.

(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Servicer shall use reasonable efforts to provide to the Loss Mitigation
Advisor with the following notices and reports. All such notices and reports may
be sent to the Loss Mitigation Advisor by telecopier, electronic mail, express
mail or regular mail.

               (i) The Servicer shall within five Business Days after each
        Distribution Date either: (A) provide to the Loss Mitigation Advisor a
        written or electronic report, using the same methodology and
        calculations as in its standard servicing reports, indicating for the
        trust fund formed by the Pooling and Servicing Agreement, the number of
        Mortgage Loans that are (1) sixty days delinquent, (2) ninety days or
        more delinquent, (3) in foreclosure or (4) real estate owned (REO), and
        indicating for each such Mortgage Loan the loan number, whether the loan
        is in bankruptcy or paying under the terms of a repayment plan, the
        reason for default, and outstanding principal balance; or (B) provide
        the information detailed in (A) to a data service provider of the Loss
        Mitigation Advisor's choice in an electronic format acceptable to that
        data service provider. Provision of the information to a service
        provider other than that specified by the Loss Mitigation Advisor is
        acceptable.

               (ii) Prior to a Delay of Foreclosure in connection with any
        Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor
        with a notice of such proposed and imminent delay, stating the loan
        number, the aggregate amount owing under the Mortgage Loan, and the
        reason and justification for delaying foreclosure action. All notices
        and supporting documentation pursuant to this subsection may be provided
        via telecopier, express mail or electronic mail.

               (iii) Prior to accepting any Short Payoff in connection with any
        Mortgage Loan, the Servicer shall provide the Loss Mitigation Advisor
        with a notice of such proposed and imminent Short Payoff, stating the
        loan number, the aggregate amount owing under the Mortgage Loan, and the
        justification for accepting the proposed Short Payoff. Such notice may
        be sent by telecopier, express mail, electronic mail or regular mail.

               (iv) Within five (5) business days of each Distribution Date, the
        Servicer shall provide the Loss Mitigation Advisor with a report listing
        each loan that has resulted in a realized loss that has been reported to
        the trustee. Such report shall specify the loan number, the outstanding
        principal balance of the loan upon its liquidation, the realized loss,
        and the following components of realized loss: foreclosure costs,
        advances, mortgage insurance proceeds, marketing and property
        rehabilitation costs, and other costs. Such report may be provided by
        telecopier, express mail, regular mail or electronic mail. The Loss
        Mitigation Advisor shall have at least ten (10) business days in which
        to respond with reasonable questions or requests for additional
        information regarding the amounts reported as realized losses, and the
        Servicer shall within five (5) business days of receipt of the Loss
        Mitigation Advisor's questions or additional information requests
        provide responses to such questions and requests.

               (v) Within five (5) business days of receipt by the Servicer of
        an offer to acquire an REO property at an amount that is more than 15%
        below the most recent market valuation of that property obtained by the
        Servicer (or if no such valuation has been obtained, the appraisal used
        in connection with the originating of the related Mortgage Loan), the
        Servicer shall notify the Loss Mitigation Advisor of such offer and
        shall provide a justification for accepting such offer, if that is the
        Servicer's recommendation.

               (vi) Within five (5) business days of receipt by the Servicer
        that a claim filed for mortgage insurance, or any part thereof, has been
        rejected by the mortgage insurance provider, the Servicer shall provide
        a copy of the rejected claim with explanations for the item or items
        rejected to the Loss Mitigation Advisor.

               (vii) Within five (5) business days of providing the trustee with
        any notice regarding a mortgage loan substitution, loan modification, or
        loan repurchase, the Servicer shall provide the Loss Mitigation Advisor
        with a copy of the notice.

(b) If requested by the Loss Mitigation Advisor, the Servicer shall make its
servicing personnel available during its normal business hours to respond to
reasonable inquiries, in writing by facsimile transmission, express mail or
electronic mail, by the Loss Mitigation Advisor in connection with any Mortgage
Loan identified in a report under subsection 2.01 (a)(i), (a)(ii), (a)(iii) or
(a)(iv) which has been given to the Loss Mitigation Advisor; provided that the
Servicer shall only be required to provide information that is readily
accessible to their servicing personnel.

(c) In addition to the foregoing, the Servicer shall provide to the Loss
Mitigation Advisor such information as the Loss Mitigation Advisor may
reasonably request concerning each Mortgage Loan that is at least sixty days
delinquent and each Mortgage Loan which has become real estate owned, provided
that the Servicer shall only be required to provide information that is readily
accessible to its servicing personnel.

(d) With respect to all Mortgage Loans which are serviced at any time by the
Servicer through a subservicer, the Servicer shall be entitled to rely for all
purposes hereunder, including for purposes of fulfilling its reporting
obligations under this Section 2.01, on the accuracy and completeness of any
information provided to it by the applicable subservicer.

Section 2.02. Loss Mitigation Advisor's Recommendations With Respect to
Defaulted Loans.

(a) All parties to this Agreement acknowledge that the Loss Mitigation Advisor's
advice is made in the form of recommendations, and that the Loss Mitigation
Advisor does not have the right to direct the Servicer in performing its duties
under the Pooling and Servicing Agreement. The Servicer may, after review and
analysis of the Loss Mitigation Advisor's recommendation, accept or reject it,
in the Servicer's sole discretion, subject to the standards of the Servicer to
protect the interest of the Certificateholders set forth in the Pooling and
Servicing Agreement.

(b) Within two (2) business days of receipt of a notice of a foreclosure delay,
the Loss Mitigation Advisor shall provide the Servicer with a recommendation
regarding the delay, provided, however, that if additional information is
required on which to base a recommendation, the Loss Mitigation Advisor shall
notify the Servicer of the additional information needed within the allotted
time, and the Servicer shall promptly provide such information and the Loss
Mitigation Advisor shall then submit to the Servicer its recommendation. The
Loss Mitigation Advisor may recommend that additional procedures be undertaken
to further analyze the property, the borrower, or issues related to the default
or foreclosure. Such additional procedures may include asset searches, property
valuations, legal analysis or other procedures that are warranted by the
circumstances of the property, borrower or foreclosure. The Loss Mitigation
Advisor may recommend such other actions as are warranted by the circumstances
of the property, borrower or foreclosure.

(c) Within two (2) business days of receipt of a notice of a proposed Short
Payoff, the Loss Mitigation Advisor shall provide the Servicer with a
recommendation regarding the proposed Short Payoff, provided, however, that if
additional information is required on which to base a recommendation, the Loss
Mitigation Advisor shall notify the Servicer of the additional information
needed within two business days, and the Servicer shall promptly provide such
information and the Loss Mitigation Advisor shall then submit to the Servicer
its recommendation. The Loss Mitigation Advisor's recommendation may take the
form of concurring with the proposed Short Payoff, recommending against such
Short Payoff, with a justification provided, or proposing a counteroffer.

(d) Within two (2) business days of receipt of a notice of an REO sale at an
amount that is more than 15% below the recent market valuation of that property,
the Loss Mitigation Advisor shall provide the Servicer with its recommendation.
The Loss Mitigation Advisor's recommendation may take the form of concurring
with the proposed below-market sale, recommending against such below-market
sale, or proposing a counteroffer.

Section 2.03. Termination.

(a) With respect to all Mortgage Loans included in a trust fund, the Servicer's
obligations under Section 2.01 and Section 2.02 shall terminate at such time as
the Certificate Principal Balances of the related Class B Certificates have been
reduced to zero.

(b) The Loss Mitigation Advisor's responsibilities under this Agreement shall
terminate upon the termination of the fee agreement between the Purchaser or its
successor and the Loss Mitigation Advisor. The Loss Mitigation Advisor shall
promptly notify the Servicer of the date of termination of such fee agreement,
but in no event later than 5:00 P.M., EST, on the effective date thereof.

(c) Neither the Servicer nor any of its directors, officers, employees or agents
shall be under any liability for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Servicer
or any such Person against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties or by reason of reckless disregard of obligations and duties
hereunder. The Servicer and the Loss Mitigation Advisor and any director,
officer, employee or agent thereof may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. Neither the Loss Mitigation Advisor, its directors,
officers, employees or agents shall be under any liability for any actions taken
by the Servicer based upon the recommendation pursuant to this Agreement,
provided they are made in good faith.


                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

Section 3.01. Amendment.

This Agreement may be amended from time to time by the Servicer and the Loss
Mitigation Advisor by written agreement signed by the Servicer and the Loss
Mitigation Advisor.

Section 3.02. Counterparts.

This Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.

Section 3.03. Governing Law.

This Agreement shall be construed in accordance with the laws of the State of
New York and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.

Section 3.04. Notices.

All demands, notices and direction hereunder shall be in writing or by
telecopier and shall be deemed effective upon receipt to:

               (a) in the case of the Servicer,

                    Bank of America, National Association
                    101 South Tryon Street
                    Charlotte, North Carolina  28255
                    Attn: Secondary Marketing with a copy to the General Counsel

or such other address as may hereafter be furnished in writing by the Servicer,

               (b) in the case of the Loss Mitigation Advisor,

                      _________________________


               (c) in the case of the Purchaser:

                      _________________________

               Section 3.05.  Severability of Provisions.

               If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever, including
regulatory, held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.

               Section 3.06.  Successors and Assigns.

               (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the
Certificateholders.

               (b) The Servicer shall notify the Loss Mitigation Advisor of the
assignment of its duties to any successor servicer within thirty (30) days prior
to such assignment, and shall provide the name, address, telephone number and
telecopier number for the successor to the Loss Mitigation Advisor.

               Section 3.07.  Article and Section Headings.

               The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

               Section 3.08.  Confidentiality.

               The Servicer acknowledges the confidentiality of this Agreement
and will not release or republish its contents without the consent of the Loss
Mitigation Advisor except to the extent required by law, regulation or court
order.

               The Loss Mitigation Advisor agrees that all information supplied
by or on behalf of the Servicer under this Agreement, is the property of the
Servicer. The Loss Mitigation Advisor shall keep in strictest confidence all
information relating to this Agreement, including, without limitation,
individual account information and other information supplied by or on behalf of
the Servicer pursuant to Section 2.01, and that information which may be
acquired in connection with or as a result of this Agreement. During the term of
this Agreement and at any time thereafter, without the prior written consent of
the Servicer, the Loss Mitigation Advisor shall not publish, communicate,
divulge, disclose or use any of such information. Upon termination or expiration
of this Agreement, the Loss Mitigation Advisor shall deliver all records, data,
information, and other documents and all copies thereof supplied by or on behalf
of the Servicer pursuant to Section 2.01 to the Servicer and such shall remain
the property of the Servicer.

               Section 3.09.  Independent Contractor.

               In all matters relating to this Agreement, the Loss Mitigation
Advisor shall be acting as an independent contractor. Neither the Loss
Mitigation Advisor nor any employees of the Loss Mitigation Advisor are
employees or agents of the Servicer under the meaning or application of any
Federal or State Unemployment or Insurance Laws or Workmen's Compensation Laws,
or otherwise. The Loss Mitigation Advisor shall assume all liabilities or
obligations imposed by any one or more of such laws with respect to the
employees of the Loss Mitigation Advisor in the performance of this Agreement.
The Loss Mitigation Advisor shall not have any authority to assume or create any
obligation, express or implied, on behalf of the Servicer, and the Loss
Mitigation Advisor shall not have the authority to represent itself as an agent,
employee, or in any other capacity of the Servicer.


<PAGE>


               IN WITNESS WHEREOF, the Servicer and the Loss Mitigation Advisor
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.

                                           Bank of America, National Association

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________


                                           Loss Mitigation Advisor
                                           _______________________

                                           By:_________________________________
                                           Name:
                                           Title:

                    PURCHASER'S ACKNOWLEDGEMENT AND AGREEMENT

Purchaser executes this agreement for the purpose of acknowledging the limited
obligations of the Servicer in respect of the Loss Mitigation Advisor's
recommendation, as described in Section 2.02(a) hereof and confirming to the
Servicer that (i) it shall be solely responsible for the payment of the fees of
the Loss Mitigation Advisor pursuant to the terms of an agreement between
Purchaser and Loss Mitigation Advisor dated _____________, 20__ and (ii)
Purchaser upon transfer of its interest in any of the Class B Certificates or
any part thereof will require its successor to consent to this Special Servicing
Agreement and to pay any of the fees due to the Loss Mitigation Advisor pursuant
to the agreement referenced in clause (i) above.


                                           Purchaser

                                           By:________________________________

                                           Name:______________________________

                                           Title:_______________________________


<PAGE>


                                    EXHIBIT L

                           LIST OF RECORDATION STATES

                                     Florida

                                    Maryland


<PAGE>

                                    EXHIBIT M

                  FORM OF INITIAL CERTIFICATION OF THE TRUSTEE

                                November 29, 2007

Banc of America Mortgage Securities, Inc.
Secondary Marketing
214 North Tryon Street
Charlotte, North Carolina  28255
NC1-027-14-01
Attn:  Jerald Jubulis

Bank of America, National Association
Secondary Marketing
214 North Tryon Street
Charlotte, North Carolina  28255
NC1-027-14-01
Attn:  Jerald Jubulis

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: BOAMS 2007-4

      Re:   Banc of America Mortgage Securities, Inc. Banc of America Mortgage
            2007-4 Trust Mortgage Pass-Through Certificates, Series 2007-4,
            issued pursuant to a Pooling and Servicing Agreement, dated November
            29, 2007, among Banc of America Mortgage Securities, Inc., as
            Depositor, Bank of America, National Association, as Servicer, and
            Wells Fargo Bank, N.A., as Trustee

Ladies and Gentlemen:

        In accordance with the provisions of Section 2.02 of the
above-referenced Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), the undersigned, as Trustee, hereby certifies that, except as
specified in any list of exceptions attached hereto, either (i) it has received
the original Mortgage Note relating to each of the Mortgage Loans listed on the
Mortgage Loan Schedule or (ii) if such original Mortgage Note has been lost, a
copy of such original Mortgage Note, together with a lost note affidavit.

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this Initial Certification.
The Trustee makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
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.


<PAGE>

        Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.

                                            WELLS FARGO BANK, N.A.,
                                              as Trustee

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

<PAGE>


                                    EXHIBIT N

                   FORM OF FINAL CERTIFICATION OF THE TRUSTEE

                                    [__________ __, ___]

Banc of America Mortgage Securities, Inc.
Secondary Marketing
214 North Tryon Street
Charlotte, North Carolina  28255
NC1-027-14-01
Attn:  Jerald Jubulis

Bank of America, National Association
Secondary Marketing
214 North Tryon Street
Charlotte, North Carolina  28255
NC1-027-14-01
Attn:  Jerald Jubulis

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: BOAMS 2007-4

      Re:   Banc of America Mortgage Securities, Inc. Banc of America Mortgage
            2007-4 Trust Mortgage Pass-Through Certificates, Series 2007-4,
            issued pursuant to a Pooling and Servicing Agreement, dated November
            29, 2007, among Banc of America Mortgage Securities, Inc., as
            Depositor, Bank of America, National Association, as Servicer, and
            Wells Fargo Bank, N.A., as Trustee

Ladies and Gentlemen:

        In accordance with the provisions of Section 2.02 of the
above-referenced Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), the undersigned, as Trustee, hereby certifies that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified
in any list of exceptions attached hereto, such Mortgage File contains all of
the items required to be delivered pursuant to Section 2.01(b) of the Pooling
and Servicing Agreement.

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this Final Certification. The
Trustee makes no representations as to: (i) the 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.


<PAGE>

        Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.

                                            WELLS FARGO BANK, N.A.,
                                              as Trustee

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________


<PAGE>

                                    EXHIBIT O

                      Form of Sarbanes-Oxley Certification

                      Banc of America Mortgage 2007-4 Trust
                       Mortgage Pass-Through Certificates,
                                  Series 2007-4

      I, [________], a [_____________] of Bank of America, National Association
(the "Servicer"), certify that:

1.    I have reviewed this report on Form 10-K and all reports on Form 10-D
      required to be filed in respect of the period covered by this report on
      Form 10-K of the Banc of America Mortgage 2007-4 Trust (the "Exchange Act
      Periodic Reports");

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

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

4.    I am responsible for reviewing the activities performed by the Servicer
      and based upon my knowledge and the compliance review conducted in
      preparing the servicer compliance statement required in this report under
      Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
      Periodic Reports, the Servicer has fulfilled its obligations under the
      pooling and servicing agreement, dated November 29, 2007, among Banc of
      America Mortgage Securities, Inc., as depositor, Wells Fargo Bank, N.A.,
      as trustee, and the Servicer, 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 party: Wells Fargo
Bank, N.A.

[_________], 20

                                           By:_________________________________

                                           Name:_______________________________
                                           Title:______________________________

<PAGE>


P-2


                                    EXHIBIT P

             Form of Certification to be Provided by the Trustee to the Servicer

                      Banc of America Mortgage 2007-4 Trust
                       Mortgage Pass-Through Certificates,
                                  Series 2007-4

      Re:   Banc of America Mortgage 2007-4 Trust (the "Trust"), Mortgage
            Pass-Through Certificates, Series 2007-4, issued pursuant to a
            Pooling and Servicing Agreement dated November 29, 2007 (the
            "Pooling Agreement"), among Banc of America Mortgage Securities,
            Inc., as Depositor, Bank of America, National Association, as
            Servicer, and Wells Fargo Bank, N.A., as Trustee

               The Trustee hereby certifies to the Servicer and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

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

               2. To my knowledge, the Reports, taken as a whole, do not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
the Annual Report;

               3. To my knowledge, the distribution information required to be
provided by the Trustee under the Pooling Agreement for inclusion in the Reports
is included in the Reports;

               4. I am responsible for reviewing the activities performed by the
Trustee under the Pooling and Servicing Agreement, and based on my knowledge and
the compliance review conducted in preparing the compliance statement of the
Trustee required in the Annual Report under Item 1123 of Regulation AB, and
except as disclosed in the Reports, the Trustee has fulfilled its obligations
under the Pooling Agreement in all material respects; and

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

                                               WELLS FARGO BANK, N.A.
                                                   as Trustee

                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

<PAGE>

                                    EXHIBIT Q

                Servicing Criteria to be Addressed in Assessment of Compliance

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------ ----------------------
                                                                                           APPLICABLE SERVICING
                                            SERVICING CRITERIA                                   CRITERIA
-------------------- --------------------------------------------------------------------- ----------- ----------
     Reference                                     Criteria                                 Servicer    Trustee
-------------------- --------------------------------------------------------------------- ----------- ----------
                                       General Servicing Considerations
-------------------- --------------------------------------------------------------------- ----------- ----------
<S>                  <C>                                                                    <C>         <C>
1122(d)(1)(i)        Policies and procedures are instituted to monitor any performance         X           X
                     or other triggers and events of default in accordance with the
                     transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(1)(ii)       If any material servicing activities are outsourced to third              X           X
                     parties, policies and procedures are instituted to monitor the
                     third party's performance and compliance with such servicing
                     activities.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(1)(iii)      Any requirements in the transaction agreements to maintain a
                     back-up servicer for the mortgage loans are maintained.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(1)(iv)       A fidelity bond and errors and omissions policy is in effect on the       X
                     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.
-------------------- --------------------------------------------------------------------- ----------- ----------
                                      Cash Collection and Administration
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(i)        Payments on mortgage loans are deposited into the appropriate             X           X
                     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.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(ii)       Disbursements made via wire transfer on behalf of an obligor or to        X           X
                     an investor are made only by authorized personnel.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(iii)      Advances of funds or guarantees regarding collections, cash flows         X
                     or distributions, and any interest or other fees charged for such
                     advances, are made, reviewed and approved as specified in the
                     transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
                     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              X           X
                     respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv)       agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(v)        Each custodial account is maintained at a federally insured               X           X
                     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.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent unauthorized             X           X
                     access.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(2)(vii)      Reconciliations are prepared on a monthly basis for all                   X           X
                     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.
-------------------- --------------------------------------------------------------------- ----------- ----------
                                      Investor Remittances and Reporting
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(3)(i)        Reports to investors, including those to be filed with the                X           X
                     Commission, are maintained in accordance with the transaction
                     agreements and applicable Commission requirements. Specifically,
                     such reports (A) are prepared in accordance with timeframes and
                     other terms set forth in the transaction agreements; (B) provide
                     information calculated in accordance with the terms specified in
                     the transaction agreements; (C) are filed with the Commission as
                     required by its rules and regulations; and (D) agree with
                     investors' or the trustee's records as to the total unpaid
                     principal balance and number of mortgage loans serviced by the
                     Servicer.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(3)(ii)       Amounts due to investors are allocated and remitted in accordance         X           X
                     with timeframes, distribution priority and other terms set forth in
                     the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
                     Disbursements made to an investor are posted within two business
                     days to the Servicer's investor records, or such other number of          X           X
1122(d)(3)(iii)      days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
                     Amounts remitted to investors per the investor reports agree with
                     cancelled checks, or other form of payment, or custodial bank             X           X
1122(d)(3)(iv)       statements.
-------------------- --------------------------------------------------------------------- ----------- ----------
                                          Pool Asset Administration
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(i)        Collateral or security on mortgage loans is maintained as required        X           X
                     by the transaction agreements or related mortgage loan documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
                     Mortgage loan and related documents are safeguarded as required by        X           X
1122(d)(4)(ii)       the transaction agreements
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(iii)      Any additions, removals or substitutions to the asset pool are            X
                     made, reviewed and approved in accordance with any conditions or
                     requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(iv)       Payments on mortgage loans, including any payoffs, made in                X
                     accordance with the related mortgage loan documents are posted to
                     the Servicer's obligor records maintained no more than two business
                     days after receipt, or such other number of days specified in the
                     transaction agreements, and allocated to principal, interest or
                     other items (e.g., escrow) in accordance with the related mortgage
                     loan documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(v)        The Servicer's records regarding the mortgage loans agree with the        X
                     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               X
                     mortgage loans (e.g., loan modifications or re-agings) are made,
                     reviewed and approved by authorized personnel in accordance with
                     the transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(vii)      Loss mitigation or recovery actions (e.g., forbearance plans,             X
                     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          X
                     period a mortgage loan is delinquent in accordance with the
                     transaction agreements. Such records are maintained on at least a
                     monthly basis, or such other period specified in the transaction
                     agreements, and describe the entity's activities in monitoring
                     delinquent mortgage loans including, for example, phone calls,
                     letters and payment rescheduling plans in cases where delinquency
                     is deemed temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(ix)       Adjustments to interest rates or rates of return for mortgage loans       X
                     with variable rates are computed based on the related mortgage loan
                     documents.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(x)        Regarding any funds held in trust for an obligor (such as escrow          X
                     accounts): (A) such funds are analyzed, in accordance with the
                     obligor's mortgage loan documents, on at least an annual basis, or
                     such other period specified in the transaction agreements; (B)
                     interest on such funds is paid, or credited, to obligors in
                     accordance with applicable mortgage loan documents and state laws;
                     and (C) such funds are returned to the obligor within 30 calendar
                     days of full repayment of the related mortgage loans, or such other
                     number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(xi)       Payments made on behalf of an obligor (such as tax or insurance           X
                     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           X
                     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.
-------------------- --------------------------------------------------------------------- ----------- ----------
                     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                 X
1122(d)(4)(xiii)     agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
1122(d)(4)(xiv)      Delinquencies, charge-offs and uncollectible accounts are                 X           X
                     recognized and recorded in accordance with the transaction
                     agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
                     Any external enhancement or other support, identified in Item
                     1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained       X           X
1122(d)(4)(xv)       as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ----------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                   EXHIBIT R-1

                        ADDITIONAL FORM 10-D INFORMATION
------------------------------------------------- -----------------------------------------------

               Item on Form 10-D                                Party Responsible
------------------------------------------------- -----------------------------------------------
<S>                                                <C>
 Item 1: Distribution and Pool Performance                          Depositor
                 Information                                         Servicer
-------------------------------------------                          Trustee

 Any information required by Item 1121 of
   Regulation AB which is not included on
       the Distribution Date Statement
------------------------------------------------- -----------------------------------------------
         Item 2: Legal Proceedings                   (i) All parties to the Agreement (as to
                                                  themselves), (ii) the Trustee and Servicer as
      per Item 1117 of Regulation AB                to the Trust and (iii) the Depositor as to
                                                      the Sponsor or any Regulation AB Item
                                                                 1100(d)(1) party
------------------------------------------------- -----------------------------------------------
   Item 3: Sale of Securities and Use of                            Depositor
                  Proceeds
------------------------------------------------- -----------------------------------------------
  Item 4: Defaults Upon Senior Securities                            Trustee
------------------------------------------------- -----------------------------------------------
  Item 5: Submission of Matters to a Vote                            Trustee
             of Security Holders
------------------------------------------------- -----------------------------------------------
   Item 6: Significant Obligors of Pool                                N/A
                   Assets
------------------------------------------------- -----------------------------------------------
 Item 7: Significant Enhancement Provider                           Depositor
                 Information                                         Trustee
------------------------------------------------- -----------------------------------------------
         Item 8: Other Information                  Any party to the Agreement responsible for
                                                           disclosure items on Form 8-K
------------------------------------------------- -----------------------------------------------
             Item 9: Exhibits                                       Depositor
                                                                     Trustee
------------------------------------------------- -----------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                   EXHIBIT R-2

                        ADDITIONAL FORM 10-K INFORMATION
---------------------------------------------- --------------------------------------------------
<S>                                             <C>
              Item on Form 10-K                                Party Responsible
---------------------------------------------- --------------------------------------------------
       Item 9B: Other Information                 Any party to the Agreement responsible for
                                                         disclosure items on Form 8-K
---------------------------------------------- --------------------------------------------------
 Item 15: Exhibits, Financial Statement                             Trustee
                Schedules                                          Depositor
---------------------------------------------- --------------------------------------------------
            Additional Item:                        (i) All parties to the Agreement (as to
                                               themselves), (ii) the Trustee and Servicer as to
 Disclosure per Item 1117 of Regulation        the Trust, (iii) the Depositor as to the Sponsor
                    AB                            or any Regulation AB Item 1100(d)(1) party
---------------------------------------------- --------------------------------------------------
            Additional Item:                        (i) All parties to the Agreement as to
 Disclosure per Item 1119 of Regulation           themselves and (ii) the Depositor as to the
                    AB                                              Sponsor
---------------------------------------------- --------------------------------------------------
            Additional Item:                                          N/A
     Disclosure per Item 1112(b) of
              Regulation AB
---------------------------------------------- --------------------------------------------------
            Additional Item:                                       Depositor
    Disclosure per Items 1114(b) and                                Trustee
         1115(b) of Regulation AB
---------------------------------------------- --------------------------------------------------
</TABLE>


<PAGE>


                                   EXHIBIT R-3

                              FORM 8-K INFORMATION

<TABLE>
<CAPTION>
---------------------------------------------- --------------------------------------------------
              Item on Form 8-K                                 Party Responsible
---------------------------------------------- --------------------------------------------------
<S>                                             <C>
    Item 1.01- Entry into a Material            The party to this Agreement entering into such
           Definitive Agreement                          material definitive agreement
---------------------------------------------- --------------------------------------------------
  Item 1.02- Termination of a Material              The party to this Agreement requesting
           Definitive Agreement                 termination of a material definitive agreement
---------------------------------------------- --------------------------------------------------
 Item 1.03- Bankruptcy or Receivership                             Depositor
---------------------------------------------- --------------------------------------------------
   Item 2.04- Triggering Events that                               Servicer
     Accelerate or Increase a Direct                                Trustee
  Financial Obligation or an Obligation
  under an Off-Balance Sheet Arrangement
---------------------------------------------- --------------------------------------------------
  Item 3.03- Material Modification to                               Trustee
        Rights of Security Holders
---------------------------------------------- --------------------------------------------------
  Item 5.03- Amendments of Articles of                             Depositor
    Incorporation or Bylaws; Change of                             Servicer
               Fiscal Year                                          Trustee
---------------------------------------------- --------------------------------------------------
    Item 6.01- ABS Informational and                               Depositor
          Computational Material
---------------------------------------------- --------------------------------------------------
Item 6.02- Change of Servicer or Trustee                           Servicer
                                                                   Trustee
---------------------------------------------- --------------------------------------------------
Item 6.03- Change in Credit Enhancement                            Depositor
           or External Support                                      Trustee
---------------------------------------------- --------------------------------------------------
 Item 6.04- Failure to Make a Required                              Trustee
               Distribution
---------------------------------------------- --------------------------------------------------
   Item 6.05- Securities Act Updating                              Depositor
                Disclosure
---------------------------------------------- --------------------------------------------------
  Item 7.01- Regulation FD Disclosure                              Depositor
---------------------------------------------- --------------------------------------------------
               Item 8.01                                           Depositor
---------------------------------------------- --------------------------------------------------
               Item 9.01                                           Depositor
---------------------------------------------- --------------------------------------------------
</TABLE>


<PAGE>

                                    EXHIBIT S

                               Combination Groups
<TABLE>
<CAPTION>
---------------------------------------------- -------------------------------------------
       Exchangeable REMIC Certificates                 Exchangeable Certificates
---------------------------------------------- -------------------------------------------
                    Maximum
                    Initial
                     Class                                       Maximum
                   Balance or                                    Initial
  Exchangeable      Notional                   Exchangeable       Class
  REMIC Class      Amount(1)    CUSIP Number      Class       Balance(1)     CUSIP Number
----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 1                                 Combination 1
----------------- ------------- -------------- -------------- -------------- -------------
<S>              <C>            <C>           <C>             <C>            <C>
     1-A-3        $37,478,000    059513 CC3        1-A-1      $359,528,000    059513 CA7
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-4         $1,561,583    059513 CD1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-5        $208,773,000   059513 CE9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-6         $8,698,875    059513 CF6
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-13        $1,745,000    059513 CN9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-14           $72,708    059513 CP4
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 2                                 Combination 2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-15       $13,040,000    059513 CQ2        1-A-2      $13,040,000     059513 CB5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-16          $543,333    059513 CR0
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 3                                 Combination 3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-5        $208,773,000   059513 CE9       1-A-17      $236,757,000    059513 CS8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 4                                 Combination 4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-5        $208,773,000   059513 CE9       1-A-18      $261,835,000    059513 CT6
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 5                                 Combination 5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-5        $208,773,000   059513 CE9       1-A-19      $320,305,000    059513 CU3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 6                                 Combination 6
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4       1-A-20      $53,062,000     059513 CV1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 7                                 Combination 7
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4       1-A-21      $113,277,000    059513 CW9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-13        $1,745,000    059513 CN9
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 8                                 Combination 8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8       1-A-22      $85,293,000     059513 CX7
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-13        $1,745,000    059513 CN9
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 9                                 Combination 9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3       1-A-23      $60,215,000     059513 CY5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-13        $1,745,000    059513 CN9
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 10                                 Combination
                                                    10
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-3        $37,478,000    059513 CC3       1-A-24      $372,568,000    059513 CZ2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-5        $208,773,000   059513 CE9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-13        $1,745,000    059513 CN9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-15       $13,040,000    059513 CQ2
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 11                                 Combination
                                                    11
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-3        $37,478,000    059513 CC3       1-A-25      $359,528,000    059513 DA6
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-5        $208,773,000   059513 CE9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-13        $1,745,000    059513 CN9
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 12                                Combination
                                               12
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-6         $8,698,875    059513 CF6       1-A-26       $9,864,875     059513 DB4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 13                                 Combination
                                                    13
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-6         $8,698,875    059513 CF6       1-A-27      $10,909,791     059513 DC2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 14                                 Combination
                                                    14
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-6         $8,698,875    059513 CF6       1-A-28      $13,346,041     059513 DD0
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 15                                 Combination
                                                    15
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2       1-A-29       $2,210,916     059513 DE8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 16                                 Combination
                                                    16
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2       1-A-30       $4,719,874     059513 DF5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-14           $72,708    059513 CP4
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 17                                 Combination
                                                    17
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5       1-A-31       $3,553,874     059513 DG3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-14           $72,708    059513 CP4
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 18                                 Combination
                                                    18
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1       1-A-32       $2,508,958     059513 DH1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-14           $72,708    059513 CP4
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 19                                 Combination
                                                    19
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-4         $1,561,583    059513 CD1       1-A-33       $15,523,666    059513 DJ7
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-6         $8,698,875    059513 CF6
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-14           $72,708    059513 CP4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-16          $543,333    059513 CR0
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 20                                 Combination
                                                    20
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-4         $1,561,583    059513 CD1       1-A-34       $14,980,333    059513 DK4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-6         $8,698,875    059513 CF6
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-14            $72,708   059513 CP4
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 21                                 Combination
                                                    21
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-3        $37,478,000    059513 CC3       1-A-35       $37,478,000    059513 DL2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-4         $1,561,583    059513 CD1
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 22                                 Combination
                                                    22
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-5        $208,773,000   059513 CE9       1-A-36      $208,773,000    059513 DM0
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-6         $8,698,875    059513 CF6
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 23                                 Combination
                                                    23
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-5        $208,773,000   059513 CE9       1-A-37      $236,757,000    059513 DN8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-6         $8,698,875    059513 CF6
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 24                                 Combination
                                                    24
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-5        $208,773,000   059513 CE9       1-A-38      $261,835,000    059513 DP3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-6         $8,698,875    059513 CF6
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 25                                 Combination
                                                    25
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3       1-A-39       $58,470,000    059513 DQ1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 26                                 Combination
                                                    26
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-13        $1,745,000    059513 CN9       1-A-40       $1,745,000     059513 DR9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-14           $72,708    059513 CP4
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 27                                 Combination
                                                    27
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-5        $208,773,000   059513 CE9       1-A-41      $320,305,000    059513 DS7
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-6         $8,698,875    059513 CF6
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 28                                 Combination
                                                    28
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4       1-A-42       $53,062,000    059513 DT5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 29                                 Combination
                                                    29
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4       1-A-43      $113,277,000    059513 DU2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-13        $1,745,000    059513 CN9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-14           $72,708    059513 CP4
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 30                                 Combination
                                                    30
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8       1-A-44       $85,293,000    059513 DV0
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-13        $1,745,000    059513 CN9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-14           $72,708    059513 CP4
----------------- ------------- -------------- -------------- -------------- -------------

     REMIC                                     Exchangeable
 Combination 31                                 Combination
                                                    31
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3       1-A-45       $60,215,000    059513 DW8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-13        $1,745,000    059513 CN9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-14           $72,708    059513 CP4
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 32                                 Combination
                                                    32
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-3        $37,478,000    059513 CC3       1-A-46      $372,568,000    059513 DX6
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-4         $1,561,583    059513 CD1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-5        $208,773,000   059513 CE9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-6         $8,698,875    059513 CF6
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-7        $27,984,000    059513 CG4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-8         $1,166,000    059513 CH2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-9        $25,078,000    059513 CJ8
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-10        $1,044,917    059513 CK5
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-11       $58,470,000    059513 CL3
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-12        $2,436,250    059513 CM1
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-13        $1,745,000    059513 CN9
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-14           $72,708    059513 CP4
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-15       $13,040,000    059513 CQ2
----------------- ------------- -------------- -------------- -------------- -------------
     1-A-16          $543,333    059513 CR0
----------------- ------------- -------------- -------------- -------------- -------------

----------------- ------------- -------------- -------------- -------------- -------------
     REMIC                                     Exchangeable
 Combination 33                                 Combination
                                                    33
----------------- ------------- -------------- -------------- -------------- -------------
      2A1          11,712,000                      2-A-4      $50,145,000
----------------- ------------- -------------- -------------- -------------- -------------
      2A2          38,433,000
----------------- ------------- -------------- -------------- -------------- -------------
</TABLE>

-----------------
(1) Except as otherwise indicated, Exchangeable REMIC Certificates and
Exchangeable Certificates in any combinations may be exchanged only in the
proportion that the Maximum Initial Class Balances or Maximum Initial Notional
Amounts of such Certificates bear to one another as shown above.

<PAGE>

                                    EXHIBIT T

               FORM OF REQUEST FOR EXCHANGE OF EXCHANGEABLE REMIC
                    CERTIFICATES OR EXCHANGEABLE CERTIFICATES


                                    [__________ __, ___]
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: BOAMS 2007-4

      Re:   Banc of America Mortgage 2007-4 Trust (the "Trust"), Mortgage
            Pass-Through Certificates, Series 2007-4

Ladies and Gentlemen:

        Pursuant to the terms of that certain Pooling and Servicing Agreement
dated as of November 29, 2007 (the "Pooling and Servicing Agreement"), among
Banc of America Mortgage Securities, Inc., as Depositor, Bank of America,
National Association, as Servicer, and Wells Fargo Bank, N.A., as Trustee, we
hereby present and surrender the [Exchangeable REMIC Certificates specified on
Schedule I attached hereto (the "Exchangeable REMIC Certificates")][Exchangeable
Certificates specified on Schedule I attached hereto (the "Exchangeable
Certificates")] and transfer, assign, set over and otherwise convey to the
Trustee, all of our right, title and interest in and to the [Exchangeable REMIC
Certificates][Exchangeable Certificates], including all payments of interest
thereon received after November 29, 2007, in exchange for the [Exchangeable
Certificates specified on Schedule I attached hereto (the "Exchangeable
Certificates")][Exchangeable REMIC Certificates specified on Schedule I attached
hereto (the "Exchangeable REMIC Certificates")].

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

        Account Details for payments to the Trustee:

        Wells Fargo Bank, N.A.
        San Francisco, CA
        ABA #: 121-000-248
        Acct Name: SAS Clearing
        For Further Credit: Account #53172500 - BOAMS 2007-4 Exchange Fee

                                               Sincerely,


                                               By: _____________________________
                                                   Name:
                                                   Title:

<PAGE>


                                               Acknowledged by:

                                               WELLS FARGO BANK, N.A.,
                                                   as Trustee


                                               By: _____________________________
                                                   Name:
                                                   Title: