EXHIBIT 4.1

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                   BANC OF AMERICA MORTGAGE SECURITIES, INC.,

                                  as Depositor,

                     BANK OF AMERICA, NATIONAL ASSOCIATION,

                                  as Servicer,

                       LASALLE BANK NATIONAL ASSOCIATION,

                          as Securities Administrator,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,

                                   as Trustee

                         POOLING AND SERVICING AGREEMENT

                                 Dated: [______]

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

                       Banc of America Mortgage [_______]
                       Mortgage Pass-Through Certificates

                                  Series [____]

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                                TABLE OF CONTENTS

                                                                            Page

PRELIMINARY STATEMENT......................................................

                                    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.......................
Section 2.09  Establishment of the Trust...................................

                                   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, the Securities
               Administrator and the Trustee in Respect of the
               Servicer....................................................
Section 3.07  Trustee to Act as Servicer...................................

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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 Trust...........................
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............
Section 3.23  Buy-Down Account; Application of Buy-Down Funds..............

                                   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
               Securities Administrator....................................
Section 5.08  REMIC Related Covenants......................................
Section 5.09  [RESERVED]...................................................

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                                   ARTICLE VI

                                THE CERTIFICATES

Section 6.01  The Certificates.............................................
Section 6.02  Registration of Transfer and Exchange of
               Certificates................................................
Section 6.03  Mutilated, Destroyed, Lost or Stolen Certificates............
Section 6.04  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 AND THE SECURITIES ADMINISTRATOR

Section 9.01  Duties of Trustee and Securities Administrator...............
Section 9.02  Certain Matters Affecting the Trustee and the
               Securities Administrator....................................
Section 9.03  Neither the Trustee Nor the Securities
               Administrator Liable for Certificates or Mortgage
               Loans.......................................................
Section 9.04  Trustee and Securities Administrator May Own
               Certificates................................................
Section 9.05  Eligibility Requirements for Trustee and Securities
               Administrator...............................................
Section 9.06  Resignation and Removal of Trustee and the
               Securities Administrator....................................
Section 9.07  Successor Trustee or Securities Administrator................
Section 9.08  Merger or Consolidation of Trustee or Securities
               Administrator...............................................
Section 9.09  Appointment of Co-Trustee or Separate Trustee................
Section 9.10  Authenticating Agents........................................

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Section 9.11  Securities Administrator's Fees and Expenses and
               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 or Securities Administrator 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..............................................

EXHIBITS
Exhibit A-1      -  Form of Face of Senior Certificates....................A-1
Exhibit A-2      -  Form of Face of Residual Certificate...................A-2
Exhibit B        -  Form of Face of Subordinate Certificate................B-1
Exhibit C        -  Form of Reverse of all Certificates....................C-1
Exhibit D        -  Addresses for Requesting Mortgage Loan
                     Schedule .............................................D-1
Exhibit E        -  Request for Release of Documents.......................E-1
Exhibit F        -  Form of Certification of Establishment
                     of Account............................................F-1
Exhibit G-1      -  Form of Transferor's Certificate.....................G-1-1
Exhibit G-2A     -  Form 1 of Transferee's Certificate..................G-2A-1
Exhibit G-2B     -  Form 2 of Transferee's Certificate..................G-2B-1

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

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<PAGE>

                         POOLING AND SERVICING AGREEMENT

            THIS POOLING AND SERVICING AGREEMENT, dated [______], 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"), LASALLE BANK NATIONAL ASSOCIATION, as
securities administrator (together with its permitted successors and assigns,
the "Securities Administrator"), and U.S. BANK NATIONAL ASSOCIATION, 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, the Securities Administrator 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 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
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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<TABLE>
<CAPTION>
               Initial Class                                    Integral
                Certificate                                    Multiples
                Balance or      Pass-Through     Minimum       in Excess
Classes       Notional Amount       Rate       Denomination    of Minimum
-----------   ---------------   ------------   ------------    ----------
<S>           <C>               <C>            <C>             <C>
Class 1-A-1                          (2)
Class 1-A-2                          (2)
Class 1-A-3                          (3)
Class 1-A-4                          (3)
Class 1-A-5                          (3)
Class 1-A-6                          (2)
Class 1-A-7                         [__]
Class 1-A-R                          (2)
Class 2-A-1                          (4)
Class 2-A-2                          (4)
Class 2-A-3                          (5)
Class 2-A-4                          (5)
Class 2-A-5                          (5)
Class 2-A-6                          (4)
Class 2-A-7                         [__]
Class 3-A-1                          (6)
Class 3-A-2                          (6)
Class 3-A-3                          (6)
Class 3-A-4                          (6)
Class 3-A-5                          (6)
Class 3-A-6                          (6)
Class 3-A-7                          (6)
Class B-1                            (7)
Class B-2                            (7)
Class B-3                            (7)
Class B-4                            (7)
Class B-5                            (7)
Class B-6                            (7)
Class B-7                            (7)
</TABLE>

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

(2)   Interest will accrue on these Certificates at a per annum rate equal to
      the Net WAC for the Group 1 Mortgage Loans minus [__].

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

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

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

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

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:

            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, 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 reduced by 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.

            Advance: A Periodic Advance or a Servicing Advance.

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

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

                                      -3-
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            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

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Illinois, 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 [_____] Trust,
Mortgage Pass-Through Certificates, Series [_____] that are issued pursuant to
this Agreement.

            Certificate Account: The Eligible Account created and maintained by
the Securities Administrator pursuant to Section 3.08(c) in the name of the
Securities Administrator for the benefit of the Certificateholders and
designated "LaSalle Bank National Association, in trust for registered holders
of Banc of America Mortgage [_____] Trust, Mortgage Pass-Through Certificates,
Series [______]." The Certificate Account shall be deemed to consist of five
sub-accounts; one for each Group, a fourth sub-account referred to herein as the
Middle-Tier Certificate Sub-Account, and a fifth sub-account referred to herein
as the Upper-Tier Certificate Sub-Account. Funds in the Certificate Account
shall be held in trust for the Holders of the Certificates of such Group for the
uses and purposes set forth in this Agreement.

            Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount 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, LaSalle Bank National Association;
thereafter any other Certificate Custodian acceptable to the Depository and
selected by the Securities Administrator.

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            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
Securities Administrator 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-R, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class
2-A-7, Class 3-A-1, Class 3-A-2, Class 3-A-3, Class 3-A-4, Class 3-A-5, Class
3-A-6, Class 3-A-7, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class
B-6 and Class B-7 Certificates, as the case may be.

            Class 1-A-2 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-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 1-A-2 Loss Allocation
Amount and (b) the sum of the Class 1-A-3 Loss Amount, Class 1-A-4 Loss Amount
and Class 1-A-6 Loss Amount with respect to such Distribution Date.

            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 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-4 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 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-6 Certificates with respect to such
Distribution Date prior to any reduction for the Class 1-A-6 Loss Allocation
Amount and (b) the sum of the Class 1-A-3 Loss Amount and Class 1-A-4 Loss
Amount with respect to such Distribution Date.

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<PAGE>

            Class 1-A-6 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-6 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-7 Notional Amount: As to any Distribution Date and the
Class 1-A-7 Certificates, the sum of the Class Certificate Balances of the Class
1-A-3 and Class 1-A-4 Certificates.

            Class 2-A-2 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-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 2-A-2 Loss Allocation
Amount and (b) the sum of the Class 2-A-3 Loss Amount, Class 2-A-4 Loss Amount
and Class 2-A-6 Loss Amount with respect to such Distribution Date.

            Class 2-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 2-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 2-A-4 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-4 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-6 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-6 Certificates with respect to such
Distribution Date prior to any reduction for the Class 2-A-6 Loss Allocation
Amount and (b) the sum of the Class 2-A-3 Loss Amount and Class 2-A-4 Loss
Amount with respect to such Distribution Date.

            Class 2-A-6 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-6 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-7 Notional Amount: As to any Distribution Date and the
Class 2-A-7 Certificates, the sum of the Class Certificate Balances of the Class
2-A-3 and Class 2-A-4 Certificates.

            Class 3-A-2 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 3-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 3-A-2 Loss Allocation
Amount and (b) the sum of the Class 3-A-3 Loss Amount, Class 3-A-4 Loss Amount
and Class 3-A-7 Loss Amount with respect to such Distribution Date.

            Class 3-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

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Class 3-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 3-A-4 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 3-A-4 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 3-A-7 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 3-A-7 Certificates with respect to such
Distribution Date prior to any reduction for the Class 3-A-7 Loss Allocation
Amount and (b) the sum of the Class 3-A-3 Loss Amount and Class 3-A-4 Loss
Amount with respect to such Distribution Date.

            Class 3-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 3-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 Certificate Balance: With respect to any Class (other than the
Interest Only Certificates) and any date of determination, and subject to
Section 5.03(f), the Initial Class Certificate Balance of such Class, minus (A)
the sum of (i) all distributions of principal allocated thereto, (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-7 and Class
2-A-7 Certificates are Interest Only Certificates and have no Class Certificate
Balance.

            Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which Accrued Certificate Interest for
such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of
interest actually 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, 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: [_______].

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

            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 [__] of the
Pool Stated Principal Balances of the Loan Groups. To the extent that

                                      -8-
<PAGE>

the aggregate Prepayment Interest Shortfall for a Distribution Date exceeds
Compensating Interest, the Compensating Interest for such Distribution Date
shall be allocated among the Loan Groups in proportion to the respective
Prepayment Interest Shortfalls relating to such Loan Groups.

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

            Corporate Trust Office: With respect to the Securities
Administrator, the principal corporate trust office of the Securities
Administrator at which at any particular time its corporate trust business with
respect to this Agreement is conducted, which office at the date of the
execution of this instrument is located at 135 South LaSalle Street, Suite 1511,
Chicago, Illinois, 60603, Attention: Global Securities and Trust Services -
BOAMS [_____] or at such other address as the Securities Administrator may
designate from time to time by notice to the Certificateholders, the Depositor,
the Trustee and the Servicer. With respect to the Trustee, the 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 209 South LaSalle Street,
Suite 300, Chicago, Illinois 60604, Attention: Corporate Trust Services, BOAMS,
Series [_____], or at such other address as the Trustee may designate from time
to time by notice to the Certificateholders, the Depositor, the Securities
Administrator and the 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-M2 Interest    Class 1-A-2 and Class 1-A-6 Certificates

Class 1-A-M3 Interest    Class 1-A-3, Class 1-A-4 and Class 1-A-7
                         Certificates

Class 1-A-MUR Interest   Class 1-A-R Certificate

Class 2-A-M2 Interest    Class 2-A-2 and Class 2-A-6 Certificates

Class 2-A-M3 Interest    Class 2-A-3, Class 2-A-4 and Class 2-A-7
                         Certificates

Class 3-A-M2 Interest    Class 3-A-2, Class 3-A-3, Class 3-A-4 and
                         Class 3-A-7 Certificates

 Class B-M1 Interest     Class B-1, Class B-2, Class B-3, Class
                         B-4, Class B-5, Class B-6 and Class B-7
                         Certificates

            Custodian: Initially, the Securities Administrator, and thereafter
the Custodian, if any, hereafter appointed by the Trustee pursuant to Section
9.12.

                                      -9-
<PAGE>

            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: [______].

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

            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.

                                      -10-
<PAGE>

            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 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 of such Class evidenced by such Certificate. The
Classes of Certificates shall be available to investors in the minimum
Denominations of initial Certificate Balance or initial notional amount and
integral multiples in excess thereof as set forth in the Preliminary Statement.

            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.

            Distribution Date: The 20th day of each month beginning in [_____]
(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

                                      -11-
<PAGE>

subsidiary of a holding company, the debt obligations of such holding company)
have the highest short-term ratings (or, in the case of [__], 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 Securities Administrator 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-5, Class B-6 or Class B-7
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)(iv), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.

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

            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.

                                      -12-
<PAGE>

            Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Senior Certificates and each Class of Subordinate Certificates is
[_______] 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 Securities Administrator and 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).

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

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

            Group 1: The Group 1 Senior Certificates.

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

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

            Group 1 Senior Certificates: The Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-5, Class 1-A-4, Class 1-A-6, Class 1-A-7 and Class 1-A-R
Certificates.

            Group 2: The Group 2 Senior Certificates.

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

                                      -13-
<PAGE>

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

            Group 2 Senior Certificates: The Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6 and Class 2-A-7 Certificates.

            Group 3: The Group 3 Senior Certificates.

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

            Group 3 Mortgage Loan: Each Mortgage Loan listed on the Mortgage
Loan Schedule as a Group 3 Mortgage Loan.

            Group 3 Senior Certificates: The Class 3-A-1, Class 3-A-2, Class
3-A-3, Class 3-A-4, Class 3-A-5, Class 3-A-6 and Class 3-A-7 Certificates.

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

            Holder: A Certificateholder.

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

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

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

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

                                      -14-
<PAGE>

            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, 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-7
and Class 2-A-7 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 and unreimbursed
Advances.

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

            Loan Group 1: The Group 1 Mortgage Loans.

            Loan Group 2: The Group 2 Mortgage Loans.

            Loan Group 3: The Group 3 Mortgage Loans.

            Loan-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).

                                      -15-
<PAGE>

            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 Middle-Tier Certificate Sub-Account or the Upper-Tier Certificate
Sub-Account), the insurance policies, if any, relating to a Mortgage Loan and
property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure.

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

            Middle-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Securities Administrator 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,
without giving effect to any extension granted or agreed to by the Servicer
pursuant to Section 3.21.

            Moody's: Moody's Investors Service, Inc., or any successor thereto.

            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, as adjusted from time to time in accordance with the terms of the related
Mortgage Note (as the same may be amended in accordance with any Servicer
Modification), which rate is (a) prior to the first Rate Adjustment Date for
each such Mortgage Loan, the initial Mortgage Interest Rate for such Mortgage
Loan indicated on the Mortgage Loan Schedule and (b) from and after such Rate
Adjustment Date, the sum of the Index, as of the Rate Adjustment Date applicable
to such Due Date, and the Gross Margin, rounded as set forth in such Mortgage
Note, subject to the Periodic Cap and the Rate Ceiling applicable to such
Mortgage Loan at any time during the life of such Mortgage Loan.

                                      -16-
<PAGE>

            Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated [____________] 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 first Rate Adjustment
Date; (xvii) the Rate Ceiling; (xviii) the Periodic Cap; (xix) the Gross Margin;
(xx) the closing date of such Mortgage Loan and (xxi) 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, as the same may be
modified in accordance with any Servicer Modification.

            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.

                                      -17-
<PAGE>

            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 the
Servicing Fee Rate.

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

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

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

            Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the Servicer, will not or,
in the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, or other recoveries in respect
of the related Mortgage Loan. 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-A-7 Certificates
and any date of determination, the Class 1-A-7 Notional Amount and (ii) the
Class 2-A-7 Certificates and any date of determination, the Class 2-A-7 Notional
Amount.

            OCC: The Office of the Comptroller of the Currency.

            Offered Certificates: The Senior, Class B-1, Class B-2, Class B-3
and Class B-4 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 or the Securities
Administrator, as required by this Agreement.

            Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee if such opinion is to be addressed to the Trustee, or acceptable to the
Securities Administrator if such opinion is to be addressed to the Securities
Administrator, 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.

                                      -18-
<PAGE>

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

                       Class B-1               [___]
                       Class B-2               [___]
                       Class B-3               [___]
                       Class B-4               [___]
                       Class B-5               [___]
                       Class B-6               [___]
                       Class B-7               [___]

            Original Subordinate Class Certificate Balance: [________]

            OTS: The Office of Thrift Supervision.

            Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due Date and which
was not purchased from the Trust prior to such Due Date pursuant to Section 2.02
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, as applicable, of the Class of which such Certificate is a
part.

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

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

            Permitted Investments: One or more of the following:

                  (i) obligations of or guaranteed as to principal and interest
            by the United States, Freddie Mac, Fannie Mae or any agency or
            instrumentality of the

                                      -19-
<PAGE>

            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 [__] by [__], [___]
            by [___] and [___] by [___];

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

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

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

                                      -20-
<PAGE>

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-5, Class
B-6 and Class B-7 Certificates.

            Plan: As defined in Section 6.02(e).

            Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the
Servicing Fee) and the principal portion of any Monthly Payment on a Mortgage
Loan in such Loan Group due on the Due Date in the month in which such
Distribution Date occurs and which is received prior to the related
Determination Date (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, 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 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 (viii) inclusive and clause (xi) of Section 3.11(a) in
respect of such Loan Group and (ii) amounts permitted to be withdrawn from the
Certificate Account pursuant to clause (i) of Section 3.11(b) in respect of such
Loan Group.

                                      -21-
<PAGE>

            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.

            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 Amount: As to any Distribution Date and Loan Group, the
sum of (i) the sum of (a) the aggregate of the principal portion of each Monthly
Payment due on each Mortgage Loan in such Loan Group on the related Due Date,
(b) the aggregate of the Stated Principal Balance, as of the date of repurchase,
of each Mortgage Loan in such Loan Group that was repurchased by the Depositor
pursuant to this Agreement received during the calendar month preceding the
month of such Distribution Date, (c) the aggregate of 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) the aggregate of 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) (1) the aggregate of, 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 minus (2) any Capitalized Advance Amounts reimbursed
to the Servicer from Liquidation Proceeds with respect to such Distribution Date
and such Loan Group, and (f) (1) the aggregate of all Principal Prepayments on
the Mortgage Loans in such Loan Group received during the calendar month
preceding the month of such Distribution Date minus (2) any Capitalized Advance
Amounts reimbursed to the Servicer from all Principal Prepayments with respect
to such Distribution Date and such Loan Group; and (ii) the Recovery for such
Loan Group for such Distribution Date.

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

                                      -22-
<PAGE>

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

            Private Certificates: The Class B-5, Class B-6 and Class B-7
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%.

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

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

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

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

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

                                      -23-
<PAGE>

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

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

            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 Securities Administrator or the Servicer, the term "Relevant
Servicing Criteria" may refer to a portion of the Relevant Servicing Criteria
applicable to the Securities Administrator or the Servicer.

            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

                                      -24-
<PAGE>

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 or the
Securities Administrator, any officer of the Corporate Trust Department of the
Trustee or the Securities

                                      -25-
<PAGE>

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

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

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

            Securities Administrator: LaSalle Bank National Association, and any
successors-in-interest and, if a successor securities administrator is appointed
hereunder, such successor, as securities administrator.

            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: 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-R, Class 2-A-1, Class
2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class
3-A-1, Class 3-A-2, Class 3-A-3, Class 3-A-4, Class 3-A-5, Class 3-A-6 and Class
3-A-7 Certificates.

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

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

            Senior Prepayment Percentage: For any Distribution Date and Loan
Group during the seven years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Loan Group for any Distribution Date
occurring on or after the seventh anniversary of the first Distribution Date
will, except as provided herein, be as follows: for any Distribution Date in the
first year thereafter, the Senior Percentage for such Loan Group plus 70% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the second year thereafter, the Senior Percentage for such
Loan Group plus 60% of the Subordinate Percentage for such Loan Group for such
Distribution Date; for any Distribution Date in the third year thereafter, the
Senior Percentage for such Loan Group plus 40% of the Subordinate Percentage for
such Loan Group for such Distribution Date; for any Distribution Date in the
fourth year thereafter, the Senior Percentage for such Loan Group plus 20% of
the Subordinate Percentage for such Loan Group for such Distribution Date; and
for any Distribution Date in the fifth or later years thereafter, the Senior
Percentage for such Loan Group for such Distribution Date, unless (i) on any of
the foregoing Distribution Dates the Total Senior Percentage exceeds the initial
Total Senior Percentage, in which case the Senior Prepayment Percentage for each
Loan Group for such Distribution Date will once again equal 100%, (ii) on any
Distribution Date before the Distribution Date occurring in [____], the
Aggregate

                                      -26-
<PAGE>

Subordinate Percentage for such Distribution Date is greater than or equal to
twice the initial Aggregate Subordinate Percentage, in which case the Senior
Prepayment Percentage for Loan Group 1 for such Distribution Date will equal the
Senior Percentage for Loan Group 1 plus 50% of the Subordinate Percentage for
Loan Group 1, the Senior Prepayment Percentage for Loan Group 2 for such
Distribution Date will equal the Senior Percentage for Loan Group 2 plus 50% of
the Subordinate Percentage for Loan Group 2 and the Senior Prepayment Percentage
for such Distribution Date will equal the Senior Percentage for Loan Group 3
plus 50% of the Subordinate Percentage for Loan Group 3, or (iii) on any
Distribution Date occurring on or after the Distribution Date in [____], the
Aggregate Subordinate Percentage for such Distribution Date is greater than or
equal to twice the initial Aggregate Subordinate Percentage, in which case the
Senior Prepayment Percentage for Loan Group 1 for such Distribution Date will
equal the Senior Percentage for Loan Group 1, the Senior Prepayment Percentage
for Loan Group 2 for such Distribution Date will equal the Senior Percentage for
Loan Group 2 and the Senior Prepayment Percentage for Loan Group 3 for such
Distribution Date will equal the Senior Percentage for Loan Group 3.
Notwithstanding the foregoing, no decrease in the share of the applicable
Subordinate Percentage (for calculating the applicable Senior Prepayment
Percentage for any Loan Group) will occur and the Senior Prepayment Percentage
for all Loan Groups will be calculated without regard to clause (ii) or (iii) in
the preceding sentence unless both of the Senior Step Down Conditions are
satisfied.

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

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

                                      -27-
<PAGE>

                                                Percentage of
                                          Original Subordinate Class
Distribution Date Occurring                  Certificate Balance
---------------------------                  -------------------
[____]                                              [____]

[____]                                              [____]

[____]                                              [____]

[____]                                              [____]

[____]                                              [____]

[____]                                              [____]

            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.

                                      -28-
<PAGE>

            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, [____] 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 Securities Administrator 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 and the
Securities Administrator by the Servicer, as such list may from time to time be
amended.

            Servicing Transfer Costs: All reasonable costs and expenses
(including attorneys' fees) incurred by the Trustee or a successor servicer 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 or
successor servicer to correct any errors or insufficiencies in the servicing
data or otherwise to enable the Trustee or a successor servicer to service the
Mortgage Loans properly and effectively.

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

            Sponsor: Bank of America, National Association.

                                      -29-
<PAGE>

            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 among the principal balances of the Class 1-LS Interest, the Class 2-LS
Interest and the Class 3-LS Interest, equal to the ratio among the Group
Subordinate Amounts of Loan Group 1, Loan Group 2 and Loan Group 3.

            Subordinate Certificates: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5, Class B-6 and Class B-7 Certificates.

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

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

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

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

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

                                      -30-
<PAGE>

Mortgage Loan; (ii) have a Net Mortgage Interest Rate equal to that of the
Defective Mortgage Loan; (iii) have a Loan-to-Value Ratio not higher than that
of the Defective Mortgage Loan; (iv) have a Gross Margin equal to that of the
Defective Mortgage Loan; (v) have a Periodic Cap and Rate Ceiling equal to that
of the Defective Mortgage Loan; (vi) have the same Index and frequency of
mortgage interest rate adjustment as the Defective Mortgage Loan; (vii) have a
remaining term to maturity not greater than (and not more than one year less
than) that of the Defective Mortgage Loan; and (viii) comply with each Mortgage
Loan representation and warranty set forth in this Agreement relating to the
Defective Mortgage Loan. More than one Substitute Mortgage Loan may be
substituted for a Defective Mortgage Loan if such Substitute Mortgage Loans meet
the foregoing attributes in the aggregate.

            Substitution Adjustment Amount: As defined in Section 2.02.

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

            Total 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 Certificates immediately prior to such
Distribution Date by the aggregate Pool Stated Principal Balance of all Loan
Groups for such Distribution Date.

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

            Trust: The trust created by this Agreement.

            Trust Estate: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as shall from
time to time be identified as deposited in the Servicer Custodial Account or the
Certificate Account, in accordance with this Agreement, REO Property, the
Primary Insurance Policies, any other Required Insurance Policy, 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: U.S. Bank National Association, and any
successors-in-interest and, if a successor trustee is appointed hereunder, such
successor, as trustee.

            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 2-L Interest, Class 2-LS
Interest, Class 3-L Interest and Class 3-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

                                      -31-
<PAGE>

provided in Section 5.02(a) hereof. Any of the Class 1-A-M2 Interest, Class
1-A-M3 Interest, Class 1-A-MUR Interest, Class 2-A-M2 Interest, Class 2-A-M3
Interest, Class 3-A-M2 Interest and Class B-M1 Interest are Uncertificated
Middle-Tier Interests.

            Underwriting Guidelines: The underwriting guidelines of Bank of
America.

            Unscheduled Principal Amount: As to any Distribution Date and Loan
Group, the sum of (a) (1) the aggregate of, 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 minus (2) any Capitalized Advance Amounts reimbursed to
the Servicer from all Principal Prepayments with respect to such Distribution
Date and such Loan Group and (b) (1) the aggregate of all Principal Prepayments
on the Mortgage Loans in such Loan Group received during the calendar month
preceding the month of such Distribution Date minus (2) any Capitalized Advance
Amounts reimbursed to the Servicer from all Principal Prepayments with respect
to such Distribution Date and such Loan Group.

            Upper-Tier Certificate Sub-Account: The sub-account of the
Certificate Account designated by the Securities Administrator 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 which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holder of
the Residual Certificate, (b) 1% of all Voting Rights shall be allocated to the
Holders of the Class 1-A-7 Certificates, (c) 1% of all Voting Rights shall be
allocated to the Holders of the Class 2-A-7 Certificates and (d) the remaining
Voting Rights shall be allocated among Holders of the remaining Classes of
Certificates in proportion to the Certificate Balances of their respective
Certificates on such date.

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

                                      -32-
<PAGE>

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust
for the benefit of the Certificateholders, without recourse, all the right,
title and interest of the Depositor in and to the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans (other
than payments of principal and interest due and payable on the Mortgage Loans on
or before the Cut-off Date). The foregoing sale, transfer, assignment and set
over does not and is not intended to result in a creation of an assumption by
the Trustee of any obligation of the Depositor or any other Person in connection
with the Mortgage Loans or any agreement or instrument relating thereto, except
as specifically set forth herein. 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, or the Custodian on
behalf of the Trustee, for the benefit of the Certificateholders, the following
documents or instruments with respect to each Mortgage Loan so assigned:

            (i) the original Mortgage Note, endorsed by manual or facsimile
      signature in the following form: "Pay to the order of U.S. Bank National
      Association, as trustee for the holders of the Banc of America Mortgage
      Securities, Inc. Mortgage Pass-Through Certificates, Series [____],
      without recourse," or to blank 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 "U.S. Bank National Association, as
      trustee for the holders of

                                      -33-
<PAGE>

      the Banc of America Mortgage Securities, Inc. Mortgage Pass-Through
      Certificates, Series [____]" (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;

                                      -34-
<PAGE>

                  (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, or the Custodian on behalf of 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 or the Custodian on behalf
of the Trustee. The Depositor shall forward or cause to be forwarded to the
Trustee or the Custodian on the Trustee's behalf (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,

                                      -35-
<PAGE>

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 and the Securities Administrator an unqualified Opinion
of Counsel reasonably acceptable to the Trustee and the Securities Administrator
to the effect that recordation of such assignment is not necessary under
applicable state law to preserve the Trustee's interest in the related Mortgage
Loan against the claim of any subsequent transferee of such Mortgage Loan or any
successor to, or creditor of, the Depositor or the originator of such Mortgage
Loan or (ii) the recordation of an Assignment of Mortgage in such state is not
required by any 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 any Rating Agency to obtain
the initial ratings of the Certificates. The Trustee, the Securities
Administrator and the Custodian 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 cause the Custodian to deliver to the Depositor, the Trustee, the
Securities Administrator 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 cause the Custodian to review, the Mortgage Files in its
possession, and shall cause the Custodian to deliver to the Depositor, the
Trustee, the Securities Administrator and the Servicer a certification in the
form of Exhibit N hereto (the "Final Certification") to the effect that, as to

                                      -36-
<PAGE>

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 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 Securities Administrator
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 Custodian may conclusively rely on the purported
genuineness of any such document and any signature thereon. It is understood
that the scope of 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 or the Custodian on behalf of 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, the Securities Administrator and the Custodian. Upon such
substitution, each Substitute Mortgage Loan shall be subject to

                                      -37-
<PAGE>

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, or the Custodian on the Trustee's behalf, 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.

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

                                      -38-
<PAGE>

            Section 2.03 Representations and Warranties of the Servicer. The
Servicer hereby makes the following representations and warranties to the
Depositor, the Securities Administrator 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

                                      -39-
<PAGE>

      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, or
to the Custodian on the Trustee's behalf, for the benefit of the
Certificateholders. Upon discovery by any of the Depositor, the Servicer, the
Securities Administrator 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, or the Custodian on the Trustee's behalf;
      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, or the Custodian
      on the Trustee's behalf.

            (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

                                      -40-
<PAGE>

      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

                                      -41-
<PAGE>

      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,

                                      -42-
<PAGE>

      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 25 to 30-year adjustable rate mortgage loans having
      an original term to maturity of not more than 30 years, with interest
      payable in arrears on the first day of the month. Each Mortgage Note
      requires a monthly payment which is sufficient to fully amortize the
      original principal balance over the original term thereof and to pay
      interest at the related Mortgage Interest Rate. The Mortgage Note does not
      permit negative amortization.

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

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

                                      -43-
<PAGE>

            (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 Trust to the trustee under the deed of
      trust, except in connection with a trustee's sale after default by the
      Mortgagor.

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

                                      -44-
<PAGE>

      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 the Custodian on the
      Trustee's behalf, 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) No Mortgage Loans are secured by long-term residential
      leases.

            (xxxvi) The Mortgaged Property is located in the state identified in
      the Mortgage Loan Schedule and consists of a parcel of real property with
      a detached single family residence erected thereon, or a two- to
      four-family dwelling, or an individual condominium unit, or an individual
      unit in a planned unit development, or, in the case of Mortgage Loans
      secured by Co-op Shares, leases or occupancy agreements; provided,
      however, that any condominium project or planned unit development
      generally conforms

                                      -45-
<PAGE>

      with the applicable Underwriting Guidelines regarding such dwellings, and
      no residence or dwelling is a mobile home or a manufactured dwelling.

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

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

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

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

            (xli) No Mortgage Loan is a High Cost Loan or Covered Loan, as
      applicable (as such terms are defined in the then-current S&P's LEVELS(R)
      Glossary which is now Version 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.

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

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

            It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian on behalf of the Trustee 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 Securities
Administrator, 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

                                      -46-
<PAGE>

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 (xli) of this Section 2.04 occurs as a result of a violation of
an applicable predatory or abusive lending law, the Depositor shall reimburse
the Trust for all costs or damages incurred by the Trust as a result of the
violation of such law (such amount, the "Reimbursement Amount"). The Repurchase
Price of any repurchase described in this paragraph, the Substitution Adjustment
Amount, if any, and any Reimbursement Amount shall be deposited in the Servicer
Custodial Account. It is understood and agreed that, except with respect to the
second preceding sentence, the obligation of the Depositor to repurchase or
substitute for any Mortgage Loan or Mortgaged Property as to which such a breach
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders, or to the Trustee on behalf of
Certificateholders, and such obligation shall survive until termination of the
Trust hereunder.

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

            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 the Securities
Administrator holds on its behalf 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 the Securities

                                      -47-
<PAGE>

Administrator holds on its behalf 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 caused the Securities
Administrator to execute and deliver to or upon the order of the Depositor,
Certificates in authorized Denominations.

            Section 2.09 Establishment of the Trust. The Depositor does hereby
establish, pursuant to the further provisions of this Agreement and the laws of
the State of New York, a common law trust to be known, for convenience, as "Banc
of America Mortgage [____] Trust" and does hereby appoint U.S. Bank National
Association as Trustee in accordance with the provisions of this Agreement.

                                  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

                                      -48-
<PAGE>

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. The Trustee shall have no liability or responsibility for any action
of the Servicer pursuant to any such power of attorney or other document and
shall be indemnified by the Servicer for any claim, cost, liability or expense
incurred by the Trustee in connection with the Servicer's use or misuse of such
powers of attorney and other documents.

            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 Securities Administrator, 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.

                                      -49-
<PAGE>

            (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, the Securities Administrator
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 Securities Administrator as set forth in Section 3.22
of this Agreement. In addition, to the extent the Depositor notifies the
Servicer, the Securities Administrator 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 Securities Administrator 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 Securities Administrator 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
Securities Administrator the information required to enable the Securities
Administrator 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)).

                                      -50-
<PAGE>

            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
Securities Administrator and 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

                                      -51-
<PAGE>

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, the Securities Administrator
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. None of the
Trustee, the Securities Administrator or the Depositor shall have any
responsibility or liability for any action or failure to act by the Servicer nor
shall the Trustee, the Securities Administrator 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, the Securities Administrator 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.

                                      -52-
<PAGE>

            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 (unless
such predecessor Servicer is the Trustee), 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.

            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

                                      -53-
<PAGE>

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 BPP Mortgage Loan Payments collected by the Servicer
      pursuant to Section 3.05(b);

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

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

                                      -54-
<PAGE>

            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 Securities Administrator shall establish and maintain, on
behalf of the Certificateholders, the Certificate Account, which shall be deemed
to consist of six sub-accounts. The Securities Administrator shall, promptly
upon receipt, deposit in the Certificate Account and retain therein the
following:

            (i) the aggregate amount remitted by the Servicer to the Securities
      Administrator pursuant to Section 3.11(a)(ix);

            (ii) any amount paid by the Securities Administrator 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 Securities Administrator to withdraw such amount
from the Certificate Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering an Officer's
Certificate to the Securities Administrator and 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 Securities
Administrator in trust for the Certificateholders until disbursed in accordance
with this Agreement or withdrawn in accordance

                                      -55-
<PAGE>

with Section 3.11. In no event shall the Securities Administrator 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
Securities Administrator, 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
Securities Administrator, 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 Securities Administrator 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 Securities
Administrator in the Certificate Account, as applicable.

            (e) The Servicer shall give notice to the Securities Administrator
and 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 Securities Administrator shall give notice
to the Servicer and the Trustee, 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 Securities Administrator and the Trustee.

            (f) The Securities Administrator 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 Securities Administrator 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 Securities Administrator
shall then immediately, from funds available in the Middle-Tier Certificate
Sub-Account, be deemed to deposit into the Upper-Tier Certificate Sub-Account,
the Middle-Tier Distribution Amount.

            (g) With respect to any remittance received by the Securities
Administrator after the day on which such payment was due, the Servicer shall
pay to the Securities

                                      -56-
<PAGE>

Administrator 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 following the day such
payment was due and ending with the Business Day on which such payment is made,
both inclusive. 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 Securities
Administrator 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 [____]
Trust, Mortgage Pass-Through Certificates, [____] 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.

                                      -57-
<PAGE>

            (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 Securities
Administrator and the Trustee reasonable access to all records and documentation
regarding the Mortgage Loans and all accounts, insurance information and other
matters relating to this Agreement, such access being afforded without charge,
but only upon reasonable request and during normal business hours at the office
designated by the 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 pay to the Securities Administrator and the Trustee any
      amounts due to the Securities Administrator and the Trustee under this
      Agreement (including, but not limited to, all amounts provided for under
      Section 3.07, Section 8.05 and Section 9.11);

            (iii) to reimburse the Servicer for unreimbursed Advances (including
      Capitalized Advance Amounts) made by it, such right of reimbursement
      pursuant to this clause (iii) 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);

            (iv) to reimburse the Servicer for any Nonrecoverable Advance
      previously made, such right of reimbursement pursuant to this clause (iv)
      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;

                                      -58-
<PAGE>

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

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

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

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

            (ix) 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 Securities Administrator for deposit in the Certificate Account;

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

            (xi) to reimburse the Servicer for any Capitalized Advance Amounts
      created but only from amounts received on or in respect of the Mortgage
      Loans in the Related Loan Group representing (A) the amount of Liquidation
      Proceeds (excluding Excess Proceeds) allocable to principal received with
      respect to such Mortgage Loan that became a Liquidated Mortgage Loan
      during the calendar month preceding the month of such Distribution Date
      and (B) Principal Prepayments.

            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),
(iii), (v) and (vi). 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 (iv), the Servicer shall deliver to the
Securities Administrator 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 Securities Administrator of the amount, purpose and party
paid pursuant to clause (vii) above.

            (b) The Securities Administrator 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 and
prior to any distributions to Certificateholders, the Securities Administrator
may from time to time make withdrawals from the Certificate Account for the
following purposes:

            (i) to pay to itself as compensation earnings on or investment
      income with respect to funds in the Certificate Account and to pay itself
      and the Trustee any other

                                      -59-
<PAGE>

      amounts due to it or the Trustee under this Agreement (including any
      amounts pursuant to Section 5.10(e)), for the related Distribution Date;

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

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

            The Securities Administrator 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.

                                      -60-
<PAGE>

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

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

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

                                      -61-
<PAGE>

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

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

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

                                      -62-
<PAGE>

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

            With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trust 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 Securities Administrator 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 Securities Administrator 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 and the Securities Administrator 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
Securities Administrator (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

                                      -63-
<PAGE>

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 and the Securities
Administrator 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)(iv) 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

                                      -64-
<PAGE>

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, the Custodian and the Servicer). Upon receipt of such request,
the Trustee shall, or the Trustee shall cause the Custodian, as applicable,
within seven Business Days to release the related Mortgage File to the Servicer.
The Trustee shall or the Trustee shall cause the Custodian, as applicable,
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 shall, or the Trustee shall cause the
Custodian, as applicable, upon delivery to the Trustee (or, at the direction of
the Trustee, the Custodian) of a Request for Release signed by a Servicing
Officer, to 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 Trust. 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 and the Securities Administrator for any funds received by the
Servicer or which otherwise are collected by the Servicer as Liquidation
Proceeds or Insurance Proceeds in

                                      -65-
<PAGE>

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 Trust, the Trustee and the
Securities Administrator and shall be and remain the sole and exclusive property
of the Trust, 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 Trust, the Trustee or the Securities
Administrator 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. Unless otherwise
agreed to by the Securities Administrator, the Servicer and the Depositor, the
Securities Administrator 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 Securities Administrator, 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
[_______], a certificate in the form required by Item 1123 of Regulation AB, to
the effect that (i) an authorized officer of the Securities Administrator, 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

                                      -66-
<PAGE>

review such certificate and, if applicable, consult with the Servicer and the
Securities Administrator 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 Securities
Administrator, 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
Securities Administrator 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 [_____], 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, the Securities Administrator 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 Securities Administrator
pursuant to Section 3.19(c). The Servicer and the Securities Administrator
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 Securities
Administrator 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 Securities Administrator, as
applicable).

            (b) Each of the Servicer and the Securities Administrator, 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

                                      -67-
<PAGE>

next Business Day (with a 10 calendar day cure period), commencing in March
[_____], a registered public accounting firm (which may also render other
services to the Servicer, the Securities Administrator, 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 Securities Administrator 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
Securities Administrator 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 [_____] and thereafter, none of the
Servicer, the Securities Administrator 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

                                      -68-
<PAGE>

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 Securities Administrator 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 Securities Administrator 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, the Securities Administrator 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 in the
aggregate. 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 any REMIC created hereunder to fail to qualify as a REMIC
under the Code or the

                                      -69-
<PAGE>

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 in the aggregate 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, the Securities
Administrator 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, or the Custodian on the Trustee's behalf, a copy
thereof and (ii) shall deliver to the Trustee, or the Custodian on the Trustee's
behalf, 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, the Securities Administrator 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
Securities Administrator 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 Securities
Administrator shall file (via the Securities and Exchange Commission's
Electronic Data Gathering and Retrieval System) such forms on behalf of the
Depositor. Notwithstanding

                                      -70-
<PAGE>

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 Securities Administrator
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 Securities Administrator 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 reported to the Depositor and the Securities
Administrator by the party responsible for such information as set forth on
Exhibit R-1 hereto and the Securities Administrator shall compile such
information pursuant to the following paragraph. The Securities Administrator
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 Securities Administrator, to the extent known by such
parties, in EDGAR-compatible format, or in such other form as otherwise agreed
upon by the Securities Administrator 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 Securities Administrator). The Depositor will
be responsible for all reasonable fees and expenses assessed or incurred by the
Securities Administrator 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 Securities Administrator 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 Securities Administrator. If a
Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be
amended, the Securities Administrator will follow the procedures set forth in
Section 3.22(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 Securities Administrator, with respect to each
Form 10-D, to check "yes" for each item unless the Securities Administrator 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 Securities Administrator will
make available on its internet website a final executed copy of each Form 10-D.
The Securities Administrator shall have no liability for any loss, expense,
damage or claim arising out of or with respect to any

                                      -71-
<PAGE>

failure to properly prepare and/or timely file such Form 10-D, where such
failure results from the Securities Administrator's inability or failure to
obtain or receive, on a timely basis, any information from any party hereto
(other than the Securities Administrator or any Servicing Function Participant
utilized by the Securities Administrator) 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 [_____], the Securities Administrator 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 Securities Administrator within the applicable time frames set
forth in this Agreement: (i) an annual compliance statement for the Securities
Administrator, 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 Securities Administrator and each
Servicing Function Participant, as described under Section 3.19, and (B) if the
Servicer's, the Securities Administrator'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 Securities Administrator 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 reported to the Depositor and the Securities
Administrator by the party responsible for such information as set forth on
Exhibit R-2 hereto and the Securities Administrator shall compile such
information pursuant to the following paragraph. The Securities Administrator
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 [_______], certain parties to this Agreement shall be required to
provide to the Securities Administrator 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 Securities Administrator 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 Securities Administrator). The
Depositor will be responsible for all reasonable fees and expenses assessed or
incurred by the Securities Administrator in connection with including any

                                      -72-
<PAGE>

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 Securities Administrator 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 Securities Administrator. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Securities
Administrator will follow the procedures set forth in Section 3.22(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 Securities Administrator 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
Securities Administrator in writing, no later than March 15th with respect to
the filing of a report on Form 10-K, if the answer to either question should be
"no." The Securities Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such report. Promptly
(but no later than one Business Day) after filing with the Securities and
Exchange Commission, the Securities Administrator 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 Securities Administrator 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 Securities Administrator 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
Securities Administrator's inability or failure to obtain or receive, on a
timely basis, any information from any party hereto (other than the Securities
Administrator or any Servicing Function Participant utilized by the Securities
Administrator) 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 Securities Administrator 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 [____], and otherwise within a reasonable
period of time upon request, a certification in the form attached hereto as
Exhibit P. In the event the Securities Administrator is terminated or resigns
pursuant to the terms of this Agreement, such Securities Administrator 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 Securities
Administrator shall indemnify and hold harmless the Depositor, the Servicer and
the Sponsor and their officers, directors and affiliates from and against any
losses,

                                      -73-
<PAGE>

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 Securities Administrator or any
Servicing Function Participant appointed by the Securities Administrator and
(ii) the certification provided by the Securities Administrator pursuant to this
Section 3.22(c), any breach of the obligations under Sections 3.19 and 3.22(c)
of the Securities Administrator or any Servicing Function Participant appointed
by the Securities Administrator or the Securities Administrator'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 Securities Administrator
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 Securities Administrator on the other in connection with a
breach of the Securities Administrator's obligations under this Section 3.22(c)
or the Securities Administrator'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 Securities Administrator shall prepare
and file on behalf of the Trust any Form 8-K, as required by the Exchange Act,
provided that the Depositor shall file the initial Form 8-Ks in connection with
the issuance of the Certificates. Any 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 Securities
Administrator by the party responsible for such information set forth on Exhibit
R-3 hereto and compiled by the Securities Administrator pursuant to the
following paragraph. The Securities Administrator 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
Securities Administrator, to the extent known by such applicable parties, in
EDGAR-compatible format, or in such other form as otherwise agreed upon by the
Securities Administrator 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 Securities Administrator). The Depositor will be responsible for all
reasonable fees and expenses assessed or incurred by the Securities
Administrator 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 Securities Administrator shall
forward electronically a draft copy of the Form 8-K to the Depositor for review,
verification and

                                      -74-
<PAGE>

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 Securities Administrator.
Promptly (but no later than one Business Day) after filing with the Securities
and Exchange Commission, the Securities Administrator 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 Securities Administrator will follow the procedures set
forth in Section 3.22(e). The Depositor acknowledges that the performance by the
Securities Administrator 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 Securities
Administrator 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 Securities
Administrator's inability or failure to obtain or receive, on a timely basis,
any information from any party hereto (other than the Securities Administrator
or any Servicing Function Participant utilized by the Securities Administrator)
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 Securities Administrator 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 Securities Administrator will immediately notify the
Depositor and the Servicer. In the case of Form 10-D and Form 10-K, the
Depositor, Servicer and Securities Administrator 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 Securities Administrator 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 Securities Administrator shall prepare
and file the related Form 10-D. Within 15 calendar days following the original
due date of the Form 10-K, the Securities Administrator 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 Securities Administrator 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 Securities Administrator 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
Securities Administrator 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,

                                      -75-
<PAGE>

Form 10-D or Form 10-K, where such failure results from the Securities
Administrator's inability or failure to obtain or receive, on a timely basis,
any information from any other party hereto (other than the Securities
Administrator or any Servicing Function Participant utilized by the Securities
Administrator) 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
Securities Administrator 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 Securities
Administrator 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 Securities Administrator is permitted to do so under Section
15(d) of the Exchange Act and other applicable law and regulations, the
Securities Administrator 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 Securities Administrator 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, the Securities Administrator and the
Servicer shall notify the Depositor and the Securities Administrator 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 Securities Administrator and the
Servicer shall notify the Depositor and the Securities Administrator of any
affiliations or relationships that develop following the Closing Date between
the Depositor, the Trustee, the Securities Administrator or the Servicer and any
of parties listed in Item 1119 of Regulation AB, together with a description
thereof, within five Business Days of any such party's knowledge thereof.

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

                                      -76-
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Servicer. The amount of any losses incurred in respect of such investments shall
be deposited in the Buy-Down Account by the Servicer out of its own funds
immediately as realized.

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

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

                                   ARTICLE IV

                             SERVICER'S CERTIFICATE

            Section 4.01 Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the 10th calendar day or, if such 10th calendar day
is not a Business Day, the next Business Day, the Servicer shall deliver to the
Securities Administrator, a Servicer's Certificate and an electronic loan level
file (in substance and format mutually acceptable to the Servicer and the
Securities Administrator) certified by a Servicing Officer setting forth the
information necessary in order for the Securities Administrator to perform its
obligations under this Agreement. The Securities Administrator may conclusively
rely upon the information contained in a 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 Securities Administrator
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 wire transfer upon written request by the Holder of a
Certificate (other than the Residual Certificate), or (b) by check mailed to
such Certificateholder entitled to receive a distribution on such Distribution
Date at the address appearing in the Certificate Register or by such other means
of payment as such Certificateholder and the Securities Administrator shall
agree upon, such Certificateholder's Percentage Interest in the amount to which
the related Class of Certificates is entitled in accordance with the priorities
set forth below in Section 5.02.

                                      -77-
<PAGE>

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

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

            Section 5.02 Priorities of Distributions. (a) On each Distribution
Date, based solely on the information contained in the Servicer's Certificate,
the Securities Administrator shall withdraw from the Certificate Account (to the
extent funds are available therein) (1) the amount payable to the Securities
Administrator pursuant to Section 3.11(b)(i) 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 Securities Administrator 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, subject to Section 5.02(b)(v) below, paying
Group 1 solely from the Pool Distribution Amount for Loan Group 1, paying Group
2 solely from the Pool Distribution Amount for Loan Group 2, paying Group 3
solely from the Pool Distribution Amount for Loan Group 3 and paying the
Subordinate Certificates from the remaining combined Pool Distribution Amounts
from all Loan Groups, in the order of priority set forth below and to the extent
of such funds.

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

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

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

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

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

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

                                      -78-
<PAGE>

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

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

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

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

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

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

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

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

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

                  (N) to the Class B-7 Certificates, an amount allocable to
            principal equal to its Pro Rata Share for such Distribution Date
            until the Class Certificate Balance thereof has been reduced to
            zero; and

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

            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.

                                      -79-
<PAGE>

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

            (v) Distributions on the Uncertificated Middle-Tier Interests. On
each Distribution Date, each Uncertificated Middle-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Middle-Tier 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 equals the aggregate of the Class Certificate Balances of
the respective Corresponding Upper-Tier Class or Classes. The initial principal
balance of each Uncertificated Middle-Tier Interest equals the aggregate of the
Initial Class Certificate Balances of the respective Corresponding Upper-Tier
Class or Classes.

            The pass-through rate with respect to the Class 1-A-M2 Interest,
Class 1-A-M3 Interest and Class A-MUR Interest shall be the Group 1 Lower-Tier
Rate. The pass-through rate with respect to the Class 2-A-M2 and Class 2-A-M3
Interest shall be the Group 2 Lower-Tier Rate. The pass-through rate with
respect to the Class 3-A-M2 Interest shall be the Group 3 Lower-Tier Rate. The
pass-through rate with respect to the Class B-M1 Interest shall be the weighted
average of the Class 1-LS Interest, the Class 2-LS Interest and the Class 3-LS
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.

            (vi) Distributions on the Uncertificated Lower-Tier Interests. On
each Distribution Date, interest shall be distributed in respect of the
Uncertificated Lower-Tier Interests at the pass-through rate thereon, as
described in the next to last paragraph of this Section 5.02(a)(vi). On each
Distribution Date, distributions of principal with respect to the Uncertificated
Lower-Tier Interests shall be made first, to the Class 1-LS Interest, Class 2-LS
Interest and Class 3-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, Loan Group 2 and Loan Group 3, 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, Class
2-LS Interest and Class 3-LS Interest such that the Subordinate Balance Ratio is
maintained); and second, any remaining principal to the Class 1-L Interest,
Class 2-L Interest and Class 3-L Interest. Any distributions of principal made
to the Uncertificated Lower-Tier

                                      -80-
<PAGE>

Interests pursuant to this paragraph shall be made (a) from Loan Group 1
Principal Distribution Amounts to Uncertificated Lower-Tier Interests beginning
with the numeral "1," (b) from Loan Group 2 Principal Distribution Amounts to
Uncertificated Lower-Tier Interests beginning with the numeral "2" and (c) from
Loan Group 3 Principal Distribution Amounts to Uncertificated Lower-Tier
Interests beginning with the numeral "3," respectively.

            Realized Losses shall be applied after all distributions have been
made on each Distribution Date first, to the Class 1-LS Interest, the Class 2-LS
Interest and the Class 3-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, Loan Group 2 and Loan Group 3, 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, Class 2-LS Interest and Class 3-LS Interest such that the Subordinate
Balance Ratio is maintained); and second, the remaining Realized Losses shall be
allocated to the Class 1-L Interest, the Class 2-L Interest and the Class 3-L
Interest. Any Realized Losses allocated to the Uncertificated Lower-Tier
Interests pursuant to this paragraph shall be (a) from Realized Losses allocated
to Loan Group 1 in the case of Uncertificated Lower-Tier Interests beginning
with the numeral "1," (b) from Realized Losses allocated to Loan Group 2 in the
case of Uncertificated Lower-Tier Interests beginning with the numeral "2" and
(c) from Realized Losses allocated to Loan Group 3 in the case of Uncertificated
Lower-Tier Interests beginning with the numeral "3."

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

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

            The pass-through rate with respect to the Class 1-L Interest and the
Class 1-LS Interest shall be the Group 1 Lower-Tier Rate. The pass-through rate
with respect to the Class 2-L Interest and the Class 2-LS Interest shall be the
Group 2 Lower-Tier Rate. The pass-through rate with respect to the Class 3-L
Interest and the Class 3-LS Interest shall be the Group 3 Lower-Tier Rate.

            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."

                                      -81-
<PAGE>

            (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:

                  (A) first, [Insert payment priorities]

            (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: [insert payment priorities]

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

            On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Group 3 Senior Certificates
pursuant to Section 5.02(a)(ii) for such Distribution Date, will be distributed,
concurrently, as follows: [insert payment priorities]

            (iv) 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 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-7 and Class 2-A-7 Certificates are Interest Only
Certificates and are not entitled to distributions in respect of principal.

            (v) Notwithstanding the foregoing, on each Distribution Date prior
to the Senior Credit Support Depletion Date but on or after the date on which
the Class Certificate Balances of the Senior Certificates of a Group have been
reduced to zero, amounts otherwise distributable from Unscheduled Principal
Amounts for the Related Loan Group on the Subordinate Certificates will be
distributable as principal to the remaining Classes of Senior Certificates
together with the applicable Senior Principal Distribution Amount in accordance
with the priorities set forth for the applicable Group in (i), (ii) or (iii)
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 Class Certificate Balances of the Subordinate Certificates, is
greater than or equal to 50%. If the Senior Certificates of two Groups remain
outstanding, the distributions described above will be made to the Senior
Certificates of such Groups, pro rata, in proportion to the aggregate Class
Certificate Balance of the Senior Certificates of each such Group. In addition,
if on any Distribution Date, after giving

                                      -82-
<PAGE>

effect to the second preceding sentence, the Class Certificate Balances of the
Senior Certificates of a Group is greater than the Adjusted Pool Amount of the
Related Loan Group (any such Group, the "Undercollateralized Group" and any such
excess, the "Undercollateralized Amount"), all amounts otherwise distributable
as principal on the Subordinate Certificates pursuant to Section
5.02(a)(iii)(M), (L), (J), (H), (F), (D) and (B), in that order, will be paid as
principal to the Senior Certificates of the Undercollateralized Group together
with the applicable Senior Principal Distribution Amount in accordance with the
priorities set forth for the applicable Group above under (i), (ii) or (iii)
until the sum of the Class Certificate Balances of the Senior Certificates of
the Undercollateralized Group equals the Adjusted Pool Amount of the Related
Loan Group. Also, the amount of any Class Unpaid Interest Shortfalls with
respect to the Undercollateralized Group (including any Class Unpaid Interest
Shortfalls for such Distribution Date) will be 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)(iii)(M), (L), (J),
(H), (F), (D) and (B), in that order. Such amount will be distributable to the
Senior Certificates of such Undercollateralized Group up to their Interest
Distribution Amounts for such Distribution Date. If two Groups are
Undercollateralized Groups, the distributions described above will be made, pro
rata, in proportion to the amount by which the aggregate Class Certificate
Balance of the Senior Certificates of each such Group exceeds the Adjusted Pool
Amount of the Related Loan Group.

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

            (d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iii), if with respect to any Class of Subordinate Certificates on any
Distribution Date, (i) the aggregate of the Class Certificate Balances
immediately prior to such Distribution Date of all Classes of Subordinate
Certificates lower in order of payment priority than such Class, divided by (ii)
the aggregate Pool Stated Principal Balance for all Loan Groups (the "Fractional
Interest") is less than the Original Fractional Interest for such Class, no
distribution of principal in respect of clause (ii) of the Subordinate Principal
Distribution Amount will be made to any Classes junior to such Class (the
"Restricted Classes") and the Class Certificate Balances of the Restricted
Classes will not be used in determining the Pro Rata Share for the Subordinate
Certificates that are not Restricted Classes. 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 Restricted Classes in order of their payment
priority (beginning with the Restricted Class then outstanding highest in order
of payment priority).

            Section 5.03 Allocation of Losses. (a) On or prior to the 10th
calendar day of each month (or, if such 10th calendar day is not a Business Day,
the next Business Day), the Servicer shall inform the Securities Administrator
in writing with respect to each Mortgage

                                      -83-
<PAGE>

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
Securities Administrator shall determine the total amount of Realized Losses on
the Mortgage Loans in each Loan Group with respect to the related Distribution
Date. Realized Losses shall be allocated to the Certificates by a reduction in
the Class Certificate Balances of the designated Classes pursuant to Section
5.03(b).

            (b) 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 Certificates (after giving effect to the amount to be distributed as
a distribution of principal on such Distribution Date) equals the sum of all
Adjusted Pool Amounts for such Distribution Date.

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

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

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

            (d) The calculation of the amount to be distributed as principal to
any Class of 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
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-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 1-A-2 Certificates will be
reduced by the Class 1-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balances of the Class 1-A-3,

                                      -84-
<PAGE>

Class 1-A-4 and Class 1-A-6 Certificates will not be reduced by the Class 1-A-2
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-4 Loss Amount and
Class 1-A-6 Loss Amount exceeds the Class Certificate Balance of the Class 1-A-2
Certificates prior to any reduction for the Class 1-A-2 Loss Allocation Amount,
such excess will be distributed pro rata in reduction of the Class Certificate
Balances of the Class 1-A-3, Class 1-A-4 and Class 1-A-6 Certificates. After the
Senior Credit Support Depletion Date, on any Distribution Date on which the
Class 1-A-6 Loss Allocation Amount is greater than zero, the Class Certificate
Balance of the Class 1-A-6 Certificates will be reduced by the Class 1-A-6 Loss
Allocation Amount and, notwithstanding Section 5.03(b), the Class Certificate
Balances of the Class 1-A-3 and Class 1-A-4 Certificates will not be reduced by
the Class 1-A-6 Loss Allocation Amount. Notwithstanding the foregoing, on any
Distribution Date in which the sum of the Class 1-A-3 Loss Amount and Class
1-A-4 Loss Amount exceeds the Class Certificate Balance of the Class 1-A-6
Certificates prior to any reduction for the Class 1-A-6 Loss Allocation Amount,
such excess will be distributed pro rata in reduction of the Class Certificate
Balances of the Class 1-A-3 and Class 1-A-4 Certificates. After the Senior
Credit Support Depletion Date, on any Distribution Date on which the Class 2-A-2
Loss Allocation Amount is greater than zero, the Class Certificate Balance of
the Class 2-A-2 Certificates will be reduced by the Class 2-A-2 Loss Allocation
Amount and, notwithstanding Section 5.03(b), the Class Certificate Balances of
the Class 2-A-3, Class 2-A-4 and Class 2-A-6 Certificates will not be reduced by
the Class 2-A-2 Loss Allocation Amount. Notwithstanding the foregoing, on any
Distribution Date in which the sum of the Class 2-A-3 Loss Amount, Class 2-A-4
Loss Amount and Class 2-A-6 Loss Amount exceeds the Class Certificate Balance of
the Class 2-A-2 Certificates prior to any reduction for the Class 2-A-2 Loss
Allocation Amount, such excess will be distributed pro rata in reduction of the
Class Certificate Balances of the Class 2-A-3, Class 2-A-4 and Class 2-A-6
Certificates. After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 2-A-6 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 2-A-6 Certificates will be
reduced by the Class 2-A-6 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balances of the Class 2-A-3 and Class 2-A-4
Certificates will not be reduced by the Class 2-A-6 Loss Allocation Amount.
Notwithstanding the foregoing, on any Distribution Date in which the sum of the
Class 2-A-3 Loss Amount and Class 2-A-4 Loss Amount exceeds the Class
Certificate Balance of the Class 2-A-6 Certificates prior to any reduction for
the Class 2-A-6 Loss Allocation Amount, such excess will be distributed pro rata
in reduction of the Class Certificate Balances of the Class 2-A-3 and Class
2-A-4 Certificates. After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 3-A-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 3-A-2 Certificates will be
reduced by the Class 3-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balances of the Class 3-A-3, Class 3-A-4 and
Class 3-A-7 Certificates will not be reduced by the Class 3-A-2 Loss Allocation
Amount. Notwithstanding the foregoing, on any Distribution Date in which the sum
of the Class 3-A-3 Loss Amount, Class 3-A-4 Loss Amount and Class 3-A-7 Loss
Amount exceeds the Class Certificate Balance of the Class 3-A-2 Certificates
prior to any reduction for the Class 3-A-2 Loss Allocation Amount, such excess
will be distributed pro rata in reduction of the Class Certificate Balances of
the Class 3-A-3, Class 3-A-4 and Class 3-A-7 Certificates. After the Senior
Credit Support Depletion Date, on any Distribution Date on which the Class 3-A-7
Loss Allocation Amount is greater than zero, the Class Certificate Balance of
the Class 3-A-7 Certificates will be reduced by the Class 3-A-7 Loss

                                      -85-
<PAGE>

Allocation Amount and, notwithstanding Section 5.03(b), the Class Certificate
Balances of the Class 3-A-3 and Class 3-A-4 Certificates will not be reduced by
the Class 3-A-7 Loss Allocation Amount. Notwithstanding the foregoing, on any
Distribution Date in which the sum of the Class 3-A-3 Loss Amount and Class
3-A-4 Loss Amount exceeds the Class Certificate Balance of the Class 3-A-7
Certificates prior to any reduction for the Class 3-A-7 Loss Allocation Amount,
such excess will be distributed pro rata in reduction of the Class Certificate
Balances of the Class 3-A-3 and Class 3-A-4 Certificates.

            Any increase in Class Certificate Balance allocated to the Class
1-A-3, Class 1-A-4 and Class 1-A-6 Certificates pursuant to Section 5.03(b) will
instead increase the Class Certificate Balance of the Class 1-A-2 Certificates;
any increase in Class Certificate Balance allocated to the Class 2-A-3, Class
2-A-4 and Class 2-A-6 Certificates pursuant to Section 5.03(b) will instead
increase the Class Certificate Balance of the Class 2-A-2 Certificates; and any
increase in Class Certificate Balance allocated to the Class 3-A-3, Class 3-A-4
and Class 3-A-7 Certificates pursuant to Section 5.03(b) will instead increase
the Class Certificate Balance of the Class 3-A-2 Certificates.

            (f) Notwithstanding any other provision of this Section 5.03, no
Class Certificate Balance will be increased on any Distribution Date such that
the Class Certificate Balance of such Class exceeds its Initial Class
Certificate Balance less all distributions of principal previously distributed
in respect of such Class on prior Distribution Dates (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 as described in Section 5.02(a) and to each Uncertificated
Middle-Tier Interest in an amount equal to the Realized Losses allocated to such
Uncertificated Middle-Tier Interest's Corresponding Upper-Tier Class or Classes.

            Section 5.04 Statements to Certificateholders. (a) Prior to the
Distribution Date in each month, based upon the information provided to the
Securities Administrator on the Servicer's Certificates delivered to the
Securities Administrator pursuant to Section 4.01, and with respect to
subsection (xxii) below as identified by the Depositor, the Securities
Administrator 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;

            (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;

                                      -86-
<PAGE>

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

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

            (vii) for each Loan Group, the Pool Stated Principal Balance for
      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) for each Loan Group, the amount of Periodic Advances included
      in the distribution on such Distribution Date, the aggregate amount of
      Periodic Advances outstanding as of the close of business on the last day
      of the calendar month preceding 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 Net WAC, the ranges of Mortgage
      Interest Rates for the Mortgage Loans, separated by 0.25% 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 last day of the calendar month 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 last day of the calendar month preceding such Distribution
      Date;

                                      -87-
<PAGE>

            (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;

            (xviii) in the case of each Class of Interest Only Certificates, the
      applicable 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 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 Securities
      Administrator 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) 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;

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

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

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

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

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

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

                                      -88-
<PAGE>

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

            (b) No later than each Distribution Date, the Securities
Administrator, 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 Securities Administrator shall
prepare and make available to each Financial Market Service, in electronic or
such other format and media mutually agreed upon by the Securities
Administrator, the Financial Market Service and the Depositor, the information
contained in the statement described in Section 5.04(a) for such Distribution
Date.

            The Securities Administrator 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 Securities
Administrator's Internet website, initially located at "www.etrustee.net". The
Securities Administrator will also make available copies of the periodic reports
the Securities Administrator 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 Securities Administrator at (312)
904-4839. 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 Securities
Administrator and indicating such. The Securities Administrator shall have the
right to change the way the monthly statements to Certificateholders are
distributed in order to make such distribution more convenient and/or more
accessible to the above parties and the Securities Administrator shall provide
timely and adequate notification to all above parties regarding any such
changes.

            Within a reasonable period of time after the end of each calendar
year, the Securities Administrator shall furnish to each Person who at any time
during the calendar year was the Holder of a Certificate, if requested in
writing by such Person, a statement containing the information set forth in
clauses (iii), (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 Securities Administrator shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Securities Administrator pursuant to any
requirements of the Code as from time to time in force.

            The Securities Administrator shall deliver to the Holders of
Certificates any reports or information the Securities Administrator is required
by this Agreement or the Code,

                                      -89-
<PAGE>

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

            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 Securities Administrator shall prepare or cause to be
prepared, the Trustee on behalf of the Trust shall execute and the Securities
Administrator 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 Securities Administrator 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

                                      -90-
<PAGE>

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 on behalf of the Trust, 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 [____], REMIC status shall be elected for such taxable
year and all succeeding taxable years.

            (d) The Securities Administrator will maintain or cause to be
maintained such records relating to each REMIC, 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 Securities Administrator 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
Securities Administrator. The Securities Administrator shall make available to
the Tax Matters Person such books, documents or records relating to the
Securities Administrator's services hereunder as the Tax Matters Person shall
reasonably request, and shall afford access to officers of the Securities
Administrator responsible for performing such services. The Tax Matters Person
shall not have any responsibility or liability for any action or failure to act
by the Securities Administrator and is not obligated to supervise the
performance of the Securities Administrator under this Agreement or otherwise.

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

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

                                      -91-
<PAGE>

(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) Neither the Securities Administrator, on behalf of the Trust
Estate or the Trustee, nor the Trustee shall accept on behalf of any REMIC
created hereunder any fee or other compensation for services and none of the
Trustee, the Securities Administrator or 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) None of the Servicer, the Trustee or the Securities
Administrator on behalf of the Trust Estate shall 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 Securities Administrator shall maintain books with respect
to the Trust and each REMIC on a calendar year taxable year and on an accrual
basis.

            None of the Servicer, the Securities Administrator or the Trustee
shall engage in a "prohibited transaction" (as defined in Code Section
860F(a)(2)), except that, with the prior written consent of the Servicer and the
Depositor, the Securities Administrator may engage in the activities otherwise
prohibited by the foregoing paragraphs (b), (c) and (d); provided that the
Servicer shall have delivered to the Securities Administrator an Opinion of
Counsel to the effect that such transaction will not result in the imposition of
a tax on any of the Upper-Tier REMIC, the 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 Securities Administrator that such action will not adversely
affect the rights of the Holders of the Certificates and the Securities
Administrator and that such action will not adversely impact the rating of the
Certificates.

            Section 5.09 [RESERVED].

                                   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 Securities Administrator and shall be
authenticated and delivered by the Securities Administrator to or upon the order
of the Depositor upon receipt by the Trustee (or the Custodian on behalf of the
Trustee) of the documents specified in Section 2.01. The Senior Certificates
(other than the Class 1-A-R Certificate) and the Class B-1, Class B-2, Class B-3
and Class B-4 Certificates shall

                                      -92-
<PAGE>

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

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

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

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

                                      -93-
<PAGE>

purposes of exercising the rights of Holders under this Agreement, and requests
and directions for and votes of the Depository shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(F) the Securities Administrator may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its
Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners.

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

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

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

                                      -94-
<PAGE>

(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 Securities
Administrator and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

            (e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Securities Administrator 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, the Securities Administrator 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 Securities Administrator 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 Securities Administrator, 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, the Securities Administrator 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 Securities Administrator and the Servicer of an Opinion of
Counsel satisfactory to the Securities Administrator and the Servicer as
described above shall be void and of no effect.

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

                                      -95-
<PAGE>

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

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

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

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

            (iii) In connection with any proposed transfer of any Ownership
      Interest in the Residual Certificate, the Securities Administrator shall
      require delivery to it, in form and substance satisfactory to it, of an
      affidavit 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
      Securities Administrator has actual knowledge that the proposed transferee
      is not a Permitted Transferee, no transfer of any Ownership Interest in
      the Residual Certificate to such proposed transferee shall be effected.

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

            (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

                                      -96-
<PAGE>

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

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

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

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

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

            Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Securities
Administrator, the Trustee, the Depositor and the Certificate Registrar such
security or indemnity reasonably satisfactory to each, to save each of them
harmless, then, in the absence of actual notice to the Securities Administrator
or the Certificate Registrar that such Certificate has been acquired by a bona
fide purchaser, the Securities Administrator shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Securities Administrator may require the

                                      -97-
<PAGE>

payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Securities Administrator and the Certificate Registrar)
connected therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

            Section 6.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Securities Administrator, the Trustee, the Certificate Registrar and any agent
of the Depositor, the Servicer, the Securities Administrator, 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 Securities Administrator, the
Trustee, the Certificate Registrar or any agent of the Servicer, the Securities
Administrator, 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 Securities Administrator of any such merger,

                                      -98-
<PAGE>

conversion or consolidation at least two Business Days prior to the effective
date thereof and shall provide the Depositor and the Securities Administrator
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 and the Securities Administrator. 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;

                                      -99-
<PAGE>

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 Depositor and the Trustee, in the
exercise of its reasonable judgment, and executes and delivers to the Depositor
and the Trustee an agreement, in form and substance reasonably satisfactory to
the Depositor and 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 as determined by the Depositor and the
Servicer to be qualified, downgraded or withdrawn as a result of such
assignment, sale or transfer and the Certificates are not reasonably likely as
determined by the Depositor and the Servicer 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,
the Securities Administrator 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
Securities Administrator 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 Securities Administrator, the Trustee or the Depositor,
or to the Servicer, the Depositor, the Securities Administrator and the Trustee
by the Holders of Certificates evidencing Voting Rights aggregating not less
than 25% of all Certificates affected thereby; or

            (c) the entry of a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings against the
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

                                     -100-
<PAGE>

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 12:00 noon 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 or a successor Servicer 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 (unless the predecessor Servicer is the Trustee, in which
event the previous Servicer shall be responsible for payment of such costs and
expenses so long as the transfer of servicing is not the result of an Event of
Default on the part of the Trustee in its capacity as the 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.

                                     -101-
<PAGE>

            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 a Responsible Officer of the Securities
Administrator or 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
Securities Administrator or the Trustee, as the case may be, shall give notice
thereof to the Servicer. If a Responsible Officer of the Trustee shall have
knowledge of an Event of Default, the Trustee shall give prompt written notice
thereof to the Securities Administrator and the Securities Administrator shall
give prompt written notice thereof to the Certificateholders.

            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, subject to Section 3.07, 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

                                     -102-
<PAGE>

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 (a) 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, (b) to be liable for any losses
of the Servicer or any acts or omissions of the predecessor Servicer hereunder,
(c) to be obligated to make Advances if it is prohibited from doing so by
applicable law, (d) to be obligated to effectuate repurchases or substitutions
of the Mortgage Loans hereunder or (e) to be obligated to perform any obligation
of the Servicer under Section 3.18 or Section 3.19 with respect to any period of
time during which the Trustee was not the Servicer. 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 (unless the predecessor Servicer is the Trustee, in
which event the previous Servicer shall be responsible for payment of such costs
and expenses so long as the transfer of servicing is not the result of an Event
of Default on the part of the Trustee in its capacity as the predecessor
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

                                     -103-
<PAGE>

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

            (d) The predecessor Servicer and successor Servicer shall notify the
Depositor, the Securities Administrator and Trustee of any such appointment at
least two Business Days prior to the effective date thereof and shall provide
the Depositor and the Securities Administrator 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 Securities Administrator shall give prompt written notice
thereof to Certificateholders at their respective addresses appearing in the
Certificate Register and to each Rating Agency.

                                   ARTICLE IX

                  THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            Section 9.01 Duties of Trustee and Securities Administrator. (a) 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, and the Securities
Administrator at all times, undertake to perform such duties and only such
duties as are specifically set forth in this Agreement as duties of the Trustee
and the Securities Administrator, respectively. In case an Event of Default has
occurred of which a Responsible Officer of the Trustee shall have actual
knowledge (which has not been cured), 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 and the Securities Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Securities Administrator
which are specifically required to be furnished pursuant to any provision of
this Agreement, shall examine them to determine whether they conform to the
requirements of this Agreement. The Trustee shall have no responsibility for any
act or omission of the Securities Administrator, it being understood and agreed
that the Trustee and the Securities Administrator are independent contractors
and not agents, partners or joint venturers.

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

            (i) With respect to the Trustee, 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, and with respect to the Securities Administrator
      at all times, the duties and obligations of the Trustee and the Securities
      Administrator shall be determined solely by the express provisions of this
      Agreement, the Trustee and the Securities Administrator shall not be

                                     -104-
<PAGE>

      liable except for the performance of such duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Trustee and the
      Securities Administrator and, in the absence of bad faith on the part of
      the Trustee and the Securities Administrator, the Trustee and the
      Securities Administrator may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee and the Securities
      Administrator by the Depositor or the Servicer and which on their face, do
      not contradict the requirements of this Agreement;

            (ii) Neither the Trustee (in its individual capacity) nor the
      Securities Administrator (in its individual capacity) shall be personally
      liable for an error of judgment made in good faith by a Responsible
      Officer or Responsible Officers of the Trustee or the Securities
      Administrator, as the case may be, unless it shall be proved that either
      the Trustee or the Securities Administrator, as the case may be, was
      grossly negligent in ascertaining the pertinent facts;

            (iii) Neither the Trustee (in its individual capacity) nor the
      Securities Administrator (in its individual capacity) shall be personally
      liable with respect to any action taken, suffered or omitted to be taken
      by it in good faith in accordance with the direction of Certificateholders
      as provided in Section 8.03;

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

            (v) No provision in this Agreement shall require the Trustee or the
      Securities Administrator to expend or risk its own funds (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 or Securities Administrator hereunder, or in the
      exercise of any of its rights or powers, if the Trustee or the Securities
      Administrator shall have reasonable grounds for believing that repayment
      of funds or adequate indemnity against such risk or liability is not
      reasonably assured to it.

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

            (i) The Trustee and the Securities Administrator may request and
      rely upon and shall be protected in acting or refraining from acting upon
      any resolution, Officer's

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

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

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

            (v) With respect to the Trustee, 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, and with respect to the Securities
      Administrator at all times, neither the Trustee nor the Securities
      Administrator shall be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing so to do by Holders of
      Certificates of any Class evidencing, as to such Class, Percentage
      Interests, aggregating not less than 50%; provided, however, that if the
      payment within a reasonable time to the Trustee or the Securities
      Administrator of the costs, expenses or liabilities likely to be incurred
      by it in the making of such investigation is, in the opinion of the
      Trustee or the Securities Administrator, as the case may be, not
      reasonably assured to the Trustee or the Securities Administrator, as
      applicable, by the security afforded to it by the terms of this Agreement,
      the Trustee or the Securities Administrator, as the case may be, may
      require reasonable indemnity against such expense or liability or payment
      of such estimated expenses as a condition to so proceeding; and

                                     -106-
<PAGE>

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

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

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

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

                                     -107-
<PAGE>

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 and the Securities
Administrator shall remain responsible for any Trust property that it may hold
in its individual capacity; the acts or omissions of any of the Depositor, the
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
Trust; the failure of the Servicer or any Subservicer to act or perform any
duties required of it as agent of the Trust hereunder; or any action by the
Trustee or the Securities Administrator 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 or the Securities Administrator of its obligation to perform its duties
under this Agreement, including, without limitation, review by the Trustee or
the Custodian 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 and Securities Administrator May Own
Certificates. Each of the Trustee and the Securities Administrator 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 or the Securities
Administrator 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 or the Securities Administrator.

            Section 9.05 Eligibility

            Requirements for Trustee and Securities Administrator. The Trustee
and the Securities Administrator hereunder shall at all times be (a) an
institution the deposits of which are fully insured by the FDIC and (b) a
corporation or banking association organized and doing business under the laws
of the United States of America or of any State, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of not
less than $50,000,000 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 both S&P and Fitch or (ii) whose serving as Trustee or
Securities Administrator hereunder would not result in the lowering of the
ratings originally assigned to any Class of Certificates. The Trustee shall not
be an affiliate of the Depositor 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 or the Securities Administrator shall cease to be
eligible in accordance with the provision of this Section 9.05, the Trustee or
the Securities Administrator, as the case may be, shall resign immediately in
the manner and with the effect specified in Section 9.06.

                                     -108-
<PAGE>

            Section 9.06 Resignation and Removal of Trustee and the Securities
Administrator. The Trustee and the Securities Administrator 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 and the Securities Administrator, as applicable, shall also
mail a copy of such notice of resignation to each Rating Agency. Upon receiving
such notice of resignation, the Servicer shall use its best efforts to promptly
appoint a mutually acceptable successor Trustee or Securities Administrator, as
applicable, by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Trustee or Securities Administrator, as
applicable, and one copy to the successor Trustee or Securities Administrator,
as the case may be. If no successor Trustee or Securities Administrator, as
applicable, shall have been so appointed and shall have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee or Securities Administrator, as applicable, may petition any court of
competent jurisdiction for the appointment of a successor Trustee or Securities
Administrator, as applicable.

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

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

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

            Section 9.07 Successor Trustee or Securities Administrator. Any
successor Trustee or Securities Administrator appointed as provided in Section
9.06 shall execute, acknowledge and deliver to the Servicer and to its
predecessor Trustee or Securities Administrator, as applicable, an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Securities Administrator shall become effective
and such successor Trustee or Securities Administrator, as the case may be,

                                     -109-
<PAGE>

without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as Trustee or Securities Administrator, as
applicable, herein. The predecessor Trustee or Securities Administrator shall
duly assign, transfer, deliver and pay over to the successor Trustee or
Securities Administrator, as the case may be, the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee or Securities Administrator
in the administration hereof as may be reasonably requested by the successor
Trustee or Securities Administrator, as the case may be, and shall thereupon be
discharged from all duties and responsibilities under this Agreement (other than
pursuant to Section 3.19 hereunder). All costs associated with the appointment
of a successor Trustee or Securities Administrator shall be paid to the Person
that incurred them by the predecessor Trustee or Securities Administrator, as
applicable. Without limiting the predecessor Trustee's or Securities
Administrator's obligation, if the predecessor Trustee or Securities
Administrator, as applicable, fails to pay such costs, such costs shall be
reimbursed by the Trust; provided, however, that if the predecessor Trustee or
Securities Administrator 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 or Securities Administrator shall accept
appointment as provided in this Section 9.07 unless at the time of such
appointment such successor Trustee or Securities Administrator, as the case may
be, shall be eligible under the provisions of Section 9.05.

            Upon acceptance of appointment by a successor Trustee or Securities
Administrator, as applicable, as provided in this Section 9.07, the Servicer
shall cooperate to mail notice of the succession of such Trustee or Securities
Administrator, as the case may be, hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register and to each Rating Agency.
If the Servicer fails to mail such notice within ten days after acceptance of
appointment by the successor Trustee or Securities Administrator, the successor
Trustee or Securities Administrator, as the case may be, shall cause such notice
to be mailed at the expense of the 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. The
predecessor Securities Administrator and successor Securities Administrator
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 or Securities
Administrator. Any corporation or banking association into which the Trustee or
the Securities Administrator may be merged or converted or with which it may be
consolidated, or any corporation or banking

                                     -110-
<PAGE>

association resulting from any merger, conversion or consolidation to which the
Trustee or the Securities Administrator shall be a party, or any corporation or
banking association succeeding to all or substantially all of the corporate
trust business of the Trustee or the Securities Administrator, shall be the
successor of the Trustee or the Securities Administrator, as applicable,
hereunder, if such corporation or banking association is eligible under the
provisions of Section 9.05, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that the Trustee or the Securities
Administrator, as the case may be, 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. The compensation due any co-trustee or separate
trustee shall be paid by the Servicer.

            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

                                     -111-
<PAGE>

instrument of appointment, either jointly with the Trustee or separately, as may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

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

            Section 9.10 Authenticating Agents. The Securities Administrator may
appoint one or more authenticating agents ("Authenticating Agents") which shall
be authorized to act on behalf of the Securities Administrator in authenticating
Certificates. Initially, the Authenticating Agent shall be LaSalle Bank National
Association Wherever reference is made in this Agreement to the authentication
of Certificates by the Securities Administrator or the Securities
Administrator's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Securities Administrator by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Securities Administrator 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 Securities Administrator or the Authenticating Agent.

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

                                     -112-
<PAGE>

vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent.

            Section 9.11 Securities Administrator's Fees and Expenses and
Trustee's Fees and Expenses. The Securities Administrator, as compensation for
its activities hereunder, shall be entitled to investment income with respect to
amounts on deposit in the Certificate Account. The Trustee, as compensation for
its activities hereunder, shall be entitled to a fee in an amount agreed upon
between the Trustee and the Securities Administrator, payable by the Securities
Administrator out of its own funds and not out of any funds of the Trust Estate.
The Trustee and the Securities Administrator (including, in each case, in its
individual capacity) and any director, officer, employee or agent of the Trustee
or the Securities Administrator, as the case may be, 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 or the Securities Administrator's, as the
case may be, 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 or the Securities Administrator's, as the
case may be, duties hereunder, (b) resulting from any tax or information return
which was prepared by, or should have been prepared by, the Servicer and (c)
arising out of the transfer of any ERISA Restricted Certificate or Residual
Certificate not in compliance with ERISA. The provisions of this Section 9.11
relating to indemnity shall survive the termination of this Agreement or the
resignation or removal of the Trustee or the Securities Administrator hereunder.
Without limiting the foregoing, except as otherwise agreed upon in writing by
the Depositor and the Trustee or the Securities Administrator, and except for
any such expense, disbursement or advance as may arise from the Trustee's or the
Securities Administrator's gross negligence, bad faith or willful misconduct,
the Trust shall reimburse the Trustee and the Securities Administrator for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
or the Securities Administrator in accordance with any of the provisions of this
Agreement to the extent permitted by Treasury Regulations Section
1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the
Custodian intend to enter into a separate agreement for custody-related
services. Except as otherwise provided herein, neither the Trustee nor the
Securities Administrator shall be entitled to payment or reimbursement for any
routine ongoing expenses incurred by the Trustee or the Securities
Administrator, as applicable, in the ordinary course of its duties as Trustee or
the Securities Administrator, Certificate Registrar or Paying Agent hereunder or
for any other expenses.

            Section 9.12 Appointment of Custodian. The Securities Administrator
is hereby appointed as Custodian for the purposes of this Agreement. If the
Securities Administrator is no longer acting as the Custodian hereunder, the
Trustee may, with the consent of the Depositor and the Servicer, appoint one or
more Custodians to replace the initial Custodian and shall cause such successor
Custodian to enter into a custodial agreement in a form acceptable to the
Depositor and the Servicer. In the event the Securities Administrator resigns as
Custodian, the successor Custodian shall be entitled to a fee payable by the
Securities Administrator in an amount agreed to between the successor Custodian
and the Securities Administrator. 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,

                                     -113-
<PAGE>

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, Loan Group 2 and Loan Group 3, 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 Securities Administrator as set forth in Section 3.22 of this
Agreement.

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

            Any 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, Securities Administrator and to the Servicer;
provided that the Paying Agent has returned to the Certificate Account or
otherwise accounted, to the reasonable satisfaction of the Securities
Administrator, for all amounts it has withdrawn from the Certificate Account.
The Securities Administrator may, upon prior written approval of the 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 Securities Administrator may appoint, upon
prior written approval of the Servicer, a successor Paying Agent, shall give
written notice of such appointment

                                     -114-
<PAGE>

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 Securities Administrator shall remain liable for any
duties and obligations assumed by its appointed Paying Agent.

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

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

                                     -115-
<PAGE>

                                    ARTICLE X

                                   TERMINATION

            Section 10.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicer, the Securities
Administrator and the Trustee created hereby (other than the obligation of the
Securities Administrator to make certain payments to Certificateholders after
the Final Distribution Date and to send certain notices as hereinafter set forth
and the obligations of the Securities Administrator pursuant to Sections 5.04(b)
and 5.05(b)) shall terminate upon the last action required to be taken by the
Securities Administrator on the Final Distribution Date pursuant to this Article
X following the earlier of (a) the purchase by the 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 (or the Custodian on behalf of 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 Securities
Administrator for payment of the final distribution

                                     -116-
<PAGE>

and for cancellation, shall be given promptly by the Depositor (if exercising
its right to purchase the assets of the Trust) or by the Securities
Administrator (in any other case) by letter to Certificateholders mailed
promptly 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 Securities Administrator therein designated, (2) the
amount of any such final payment and (3) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office or agency of
the Securities Administrator therein specified. If the Depositor is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Securities Administrator 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 Securities Administrator 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 Securities
Administrator shall cause to be distributed to Certificateholders of each Class,
in the order set forth in Section 5.02 hereof, on the Final Distribution Date
and in proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (i) as to each Class of
Certificates, the Class Certificate Balance thereof plus accrued interest
thereon in the case of an interest bearing Certificate and 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.

            If all of the Certificateholders do not surrender their Certificates
for final payment and cancellation on or before the Final Distribution Date, the
Securities Administrator shall on such date cause all funds in the Certificate
Account not distributed in final distribution to Certificateholders of such
Group to continue to be held by the Securities Administrator in an Eligible
Account for the benefit of such Certificateholders and the Depositor (if it
exercised its right to purchase the assets of the Trust Estate) or the
Securities Administrator (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 Securities Administrator 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.

                                     -117-
<PAGE>

            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 Securities
      Administrator on behalf of 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 Securities
      Administrator pursuant to Section 10.01 shall provide that such notice
      constitutes the adopting of a plan of complete liquidation of the
      Upper-Tier REMIC, the 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 Securities Administrator 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, the Securities Administrator and the
Trustee without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions of this Agreement,
any amendment to this Agreement or the related Prospectus Supplement, (iii) to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary to maintain the qualification of the Upper-Tier REMIC, the 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 and the Securities Administrator have received an
Opinion of Counsel to the effect that such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action shall not, as evidenced by such Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into the
Certificate Account (and deemed deposits into the Upper-Tier Certificate
Sub-Account), provided, that (a) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Senior Certificates, the Class B-1 Certificates, the
Class B-2 Certificates, the Class B-3 Certificates, the Class B-4 Certificates,
the

                                     -118-
<PAGE>

Class B-5 Certificates or the Class B-6 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 and the Securities Administrator, to preserve the treatment of
the transfer of the Mortgage Loans to the Depositor by the Seller or to the
Trust by the Depositor as sale for accounting purposes, and (vi) to make any
other provisions with respect to matters or questions arising under this
Agreement which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, provided that the amendment shall not be deemed to adversely
affect in any material respect the interests of the Certificateholders and no
Opinion of Counsel to that effect shall be required if the Person requesting the
amendment obtains a letter from each Rating Agency stating that the amendment
would not result in the downgrading or withdrawal of the respective ratings then
assigned to the Certificates.

            This Agreement may also be amended from time to time by the
Depositor, the Servicer, the Securities Administrator 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 and the Securities Administrator 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, the Middle-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC. Notwithstanding any other provision of this Agreement,
neither the Trustee nor the Securities Administrator shall 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
Securities Administrator shall furnish written notification of the substance of
or a copy of such amendment to each Certificateholder and to each Rating Agency.

            It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such

                                     -119-
<PAGE>

consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the
Securities Administrator may prescribe.

            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 Securities Administrator, 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 Securities
Administrator 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 Securities Administrator a
written notice of default and of the continuance thereof, as provided herein,
and unless also the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of each Class of Certificates affected thereby
shall have made written request upon the Securities Administrator to institute
such action, suit or proceeding in its own name as Securities Administrator
hereunder and shall have offered to the Securities Administrator such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Securities Administrator, for 60 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Securities Administrator, that no one or
more Holders of Certificates shall have any right in any manner whatever by
virtue or by availing itself or themselves of any provisions of this Agreement
to affect, disturb or prejudice

                                     -120-
<PAGE>

the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Securities Administrator shall be entitled to such
relief as can be given either at law or in equity.

            Section 11.04 Governing Law. THIS AGREEMENT SHALL BE 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 Securities Administrator may be delivered by
facsimile and shall be deemed effective upon receipt ) to (a) in the case of the
Depositor, Banc of America 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 Securities Administrator, LaSalle Bank
National Association, 135 South LaSalle Street, Suite 1511, Chicago, Illinois,
60603, Attention: Global Securities and Trust Services - BOAMS [__] (d) in the
case of the Trustee, U.S. Bank National Association, 209 South LaSalle Street,
Suite 300, Chicago, Illinois 60604, Attention: Corporate Trust Services, BOAMS,
Series [__], (e) in the case of [__], [___] Attn: [__], and (g) in the case of
[__] Attention: [____]; 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 Securities Administrator that Certificateholders shall not be
personally liable for obligations of the Trust Estate, that the beneficial
ownership interests represented by the Certificates shall be nonassessable for
any losses or expenses of the Trust Estate or for any reason whatsoever, and

                                     -121-
<PAGE>

that Certificates upon execution, authentication and delivery thereof by the
Securities Administrator pursuant to Section 6.01 are and shall be deemed fully
paid.

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

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

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

            Section 11.09 Recharacterization. The parties to this Agreement
intend the conveyance by the Depositor to the Trustee of all of its right, title
and interest in and to the Mortgage Loans 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, Securities
Administrator and Trustee shall each notify the Depositor and the Securities
Administrator of any of the events enumerated in Item 1.03 of Form 8-K with
respect to such party upon the occurrence thereof and shall provide the
Depositor and the Securities Administrator with all information required by the
Depositor to comply with its reporting obligation under Item 1.03 of Form 8-K
promptly (but in no event later than one Business Day) after the occurrence of
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,

                                     -122-
<PAGE>

advice of counsel, or otherwise, and agree to use its commercially reasonably
efforts to comply with requests made by the Depositor in good faith for delivery
of information under these provisions on the basis of evolving interpretations
of Regulation AB. In connection with the Trust, the Servicer, the Securities
Administrator 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, the Securities
Administrator and the Trustee, as applicable, reasonably believed by the
Depositor to be necessary in order to effect such compliance.

                                     -123-
<PAGE>

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

                                       BANC OF AMERICA MORTGAGE
                                          SECURITIES, INC.,
                                          as Depositor


                                       By:____________________________________
                                          Name:
                                          Title:

                                       BANK OF AMERICA, NATIONAL
                                          ASSOCIATION,
                                          as Servicer


                                       By:____________________________________
                                          Name:
                                          Title:

                                       LASALLE BANK NATIONAL
                                          ASSOCIATION,
                                          as Securities Administrator


                                       By:____________________________________
                                          Name:
                                          Title:

                                       U.S. BANK NATIONAL ASSOCIATION, as
                                          Trustee


                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

STATE OF ____________ )
                      )  ss.:
COUNTY OF ____________)

            On the [___]th day of [___], before me, a notary public in and for
the State of __________, personally appeared [____], known to me who, being by
me duly sworn, did depose and say that he/she is a Vice President of U.S. Bank
National Association, a national banking association, 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 association.


                                ______________________________________________
                                                 Notary Public

[Notarial Seal]

My commission expires ____________.

<PAGE>

STATE OF                     )
                             )  ss.:
COUNTY OF                    )

            On the [__]th day of [_____], before me, a notary public in and for
the State of Kansas, personally appeared, 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 _________________   )
                             )  ss.:
COUNTY OF ________________   )

            On the [__]th day of [_____], before me, a notary public in and for
the State of ____________, personally appeared, known to me who, being by me
duly sworn, did depose and say that he is 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>

STATE OF __________________  )
                             )  ss.:
COUNTY OF ________________   )

            On the [__]th day of [______], before me, a notary public in and for
the State of _________, personally appeared, known to me who, being by me duly
sworn, did depose and say that she is a [____], a national banking association,
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 association.


                                ______________________________________________
                                                 Notary Public

[Notarial Seal]

My commission expires ____________.

<PAGE>

                                   EXHIBIT A-1

                      [FORM OF FACE OF SENIOR CERTIFICATE]

                   BANC OF AMERICA MORTGAGE 20[__]-[__] TRUST
            Mortgage Pass-Through Certificates, Series 20[__]-[__]
                                   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")].

<PAGE>

                   BANC OF AMERICA MORTGAGE 20[__]-[__] TRUST
             Mortgage Pass-Through Certificates, Series 20[__]-[__]
                                  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:                 [________], 20[__]

First Distribution Date:      [____________]

Denomination:                 $[_____________]

Initial Class Certificate
Balance (or, if indicated,
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 [________], 20[__] (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), LaSalle Bank National
Association, as securities administrator (the "Securities Administrator") and
U.S. Bank National Association, 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, the Securities
Administrator 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.

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

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

                                      * * *

<PAGE>

                                   EXHIBIT A-2

                     [FORM OF FACE OF RESIDUAL CERTIFICATE]

                   BANC OF AMERICA MORTGAGE 20[__]-[__] TRUST
             Mortgage Pass-Through Certificates, Series 20[__]-[__]
                                   Class 1-A-R

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN 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 20[__]-[__] TRUST
             Mortgage Pass-Through Certificates, Series 20[__]-[__]
                                   Class 1-A-R

evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of 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:                 [________], 20[__]

First Distribution Date:      [____________]

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 [________], 20[__] (the "Pooling and
Servicing Agreement"), among the Depositor, Bank of America, National
Association, as servicer (the "Servicer"), LaSalle Bank National Association, as
securities administrator (the "Securities Administrator") and U.S. Bank National
Association, 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, the
Securities Administrator 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 Securities Administrator of any change
or impending change in its status as a Permitted Transferee; (ii) no Person
shall acquire an ownership interest in this Class 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 Securities
Administrator shall require delivery to it, in form and substance satisfactory
to it, of an affidavit in the form of Exhibit I to the Pooling and Servicing
Agreement; (iv) notwithstanding the delivery of an affidavit by a proposed
transferee under clause (iii) above, if a Responsible Officer of the Securities
Administrator has actual knowledge that the proposed transferee is not a
Permitted Transferee, no transfer of any Ownership Interest in this 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 Securities Administrator with an effective
Internal Revenue Service Form W-8ECI (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Securities Administrator an
Opinion of Counsel from a nationally-recognized tax counsel to the effect that
such transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of this 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 Securities Administrator, based on information provided
to the Securities Administrator 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 Securities Administrator.

                                      * * *
<PAGE>

                                   EXHIBIT B-1

                    [FORM OF FACE OF SUBORDINATE CERTIFICATE]

                  BANC OF AMERICA MORTGAGE 20[__]-[__] TRUST
             Mortgage Pass-Through Certificates, Series 20[__]-[__]
                    Class [B-1][B-2][B-3][B-4][B-5][B-6][B-7]

[FOR THE CLASS B-1, CLASS B-2, CLASS B-3 AND CLASS B-4 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-5, CLASS B-6 AND CLASS B-7 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-5, CLASS B-6 AND CLASS B-7 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
SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, 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 SECURITIES ADMINISTRATOR 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, THE SECURITIES ADMINISTRATOR
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 SECURITIES ADMINISTRATOR. 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 20[__]-[__] TRUST
             Mortgage Pass-Through Certificates, Series 20[__]-[__]
                                  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:                 [________], 20[__]

First Distribution Date:      [____________]

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 [________], 20[__] (the
"Pooling and Servicing Agreement"), among the Depositor, Bank of America,
National Association, as servicer (the "Servicer"), LaSalle Bank National
Association, as securities administrator (the "Securities Administrator") and
U.S. Bank National Association, 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, the Trustee
or the Securities Administrator 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-5, Class B-6 and Class B-7 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 Securities
Administrator or the Depositor may require a written Opinion of Counsel (which
may be in-house counsel) acceptable to and in form and substance reasonably
satisfactory to the Securities Administrator and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Securities Administrator or the Depositor and (ii) the
Securities Administrator shall require a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached to the
Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such
Certificateholder's prospective transferee substantially in the form attached to
the Pooling and Servicing Agreement either as Exhibit G-2A or as Exhibit G-2B,
which certificates shall not be an expense of the Securities Administrator or
the Depositor; provided that the foregoing requirements under clauses (i) and
(ii) shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Securities Administrator and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.]

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

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

                                    * * *

<PAGE>

                                    EXHIBIT C

                      [FORM OF REVERSE OF ALL CERTIFICATES]

                   BANC OF AMERICA MORTGAGE 20[__]-[__] TRUST
                       Mortgage Pass-Through Certificates

      This Certificate is one of a duly authorized issue of Certificates
designated as Banc of America Mortgage 20[__]-[__] 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 and Securities Administrator are 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 and
Securities Administrator.

      Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 20th 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 Securities Administrator shall distribute
out of the Certificate Account to each Certificateholder of record on the
related Record Date (other than respecting the final distribution) (a) by wire
transfer, upon written request by the Holder of a Regular Certificate, or (b) by
check mailed to such Certificateholder entitled to receive a distribution on
such Distribution Date at the address appearing in the Certificate Register, or
by such other means of payment as such Certificateholder and the Securities
Administrator shall agree upon, such Certificateholder's Percentage Interest in
the amount to which the related Class of Certificates is entitled in accordance
with the priorities set forth in 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
Securities Administrator as contemplated by Section 10.01 of the Pooling and
Servicing Agreement.

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

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

      The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. 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 Securities Administrator 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, the Securities
Administrator and the Trustee and any agent of the Depositor, the Servicer, the
Certificate Registrar, the Securities Administrator or the Trustee may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Certificate Registrar,
the Securities Administrator, 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 Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                    LASALLE BANK NATIONAL ASSOCIATION,
                                     as Securities Administrator



                                    By__________________________________________
                                          Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the Pooling and Servicing
Agreement referenced herein.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                     as Securities Administrator



                                    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 Securities Administrator to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of assignor



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to Applicable statements should be mailed to
_______________________

      This information is provided by , the assignee named above, or , as its
agent.

<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 20[__]-[__]

For the Trustee:

U.S. Bank National Association
209 S. LaSalle Street, Suite 300
Chicago, Illinois 60604
Attn: Corporate Trust Services, BOAMS, Series 20[__]-[__]

For the Securities Administrator:

LaSalle Bank National Association
135 South LaSalle Street
Suite 1511
Chicago, Illinois 60603
Attn: BOAMS 20[__]-[__]

<PAGE>

                                    EXHIBIT E

                       REQUEST FOR RELEASE OF DOCUMENTS

                                     [date]

To:   LaSalle Bank National Association
      135 South LaSalle Street, Suite 1511
      Chicago, Illinois, 60603
      Attn: BOAMS 20[__]-[__]

      Re:   The Pooling and Servicing Agreement dated [________], 20[__],
            among Banc of America Mortgage Securities, Inc., as Depositor,
            Bank of America, National Association, as Servicer, LaSalle Bank
            National Association, as Securities Administrator and U.S. Bank
            National Association, 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
---------
LaSalle Bank National Association

Please acknowledge the execution of the above request by your signature and date
below:



__________________________________  ________________

Signature   Date


Documents returned to Custodian:



__________________________________  ________________

Custodian   Date

<PAGE>

                                    EXHIBIT F

              FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT

                                     [Date]

      [_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated [________], 20[__], among Banc of America Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as Servicer, LaSalle Bank
National Association, as Securities Administrator and U.S. Bank National
Association, as Trustee.

                              [_______________],

                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________

<PAGE>

                                   EXHIBIT G-1

                         FORM OF TRANSFEROR CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois, 60603
Attn: BOAMS 20[__]-[__]

      Re:   Banc of America Mortgage 20[__]-[__] Trust, Mortgage
            Pass-Through Certificates, Series 20[__]-[__], Class
            ___, having an initial aggregate Certificate Balance
            as of [________], 20[__] of $___________

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated [________], 20[__], among Banc of America Mortgage
Securities, Inc., as Depositor, Bank of America, National Association, as
Servicer, LaSalle Bank National Association, as Securities Administrator and
U.S. Bank National Association, as Trustee. All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Securities Administrator, that:

            1. The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in a Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation with respect
      to any Transferred Certificate, any interest in a Transferred Certificate
      or any other similar security by means of general advertising or in any
      other manner, or (e) taken any other action with respect to any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security, which (in the case of any of the acts described in
      clauses (a) through (e) hereof) would constitute a distribution of the
      Transferred Certificates under the Securities Act of 1933, as amended (the
      "1933 Act"), would render the disposition of the Transferred Certificates
      a violation of Section 5 of the 1933 Act or 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]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois, 60603
Attn: BOAMS 20[__]-[__]

      Re:   Banc of America Mortgage 20[__]-[__] Trust, Mortgage
            Pass-Through Certificates, Series 20[__]-[__], Class
            ___, having an initial aggregate Certificate Balance
            as of [________], 20[__] of $[_________]

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated [________], 20[__], among Banc of America
Mortgage Securities, Inc., as Depositor, Bank of America, National Association,
as Servicer, LaSalle Bank National Association, as Securities Administrator and
U.S. Bank National Association, as Trustee. All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Securities Administrator, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "1933 Act"), and has
      completed one of the forms of certification to that effect attached hereto
      as Annex 1 and Annex 2. The Transferee is aware that the sale to it is
      being made in reliance on Rule 144A. The Transferee is acquiring the
      Transferred Certificates for its own account or for the account of another
      Qualified Institutional Buyer, and understands that such Transferred
      Certificates may be resold, pledged or transferred only (a) to a person
      reasonably believed to be a Qualified Institutional Buyer that purchases
      for its own account or for the account of another Qualified Institutional
      Buyer to whom notice is given that the resale, pledge or transfer is being
      made in reliance on Rule 144A, or (b) pursuant to another exemption from
      registration under the 1933 Act.

            2. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement and the Trust created pursuant
      thereto, (e) any credit enhancement mechanism 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 LaSalle Bank National Association, as Securities
Administrator, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

      1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

      2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any state, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the state or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale in the case of a foreign bank or
            equivalent institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a state or federal authority having supervision over
            any such institutions, or is a foreign savings and loan association
            or equivalent institute and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. savings and loan association, and
            not more than 18 months preceding such date of sale in the case of a
            foreign savings and loan association or equivalent institution.

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

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

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

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

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

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

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

      4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. 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
            Yes   No             Transferred Certificates only for the
                                 Transferee's own account?

      6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

      7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.


                                    __________________________________________
                                    Print Name of Transferee


                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________
                                    Date:_____________________________________

----------

(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.

<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 LaSalle Bank National Association, as Securities
Administrator, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

      1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

      2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

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

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

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

      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
            Yes   No             Transferred Certificates only for the
                                 Transferee's own account?

      6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

      7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


                                    __________________________________________
                                    Print Name of Transferee or Adviser


                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________


                                    IF AN ADVISER:


                                    __________________________________________
                                    Print Name of Transferee


                                    By:_______________________________________
                                    Date:_____________________________________

<PAGE>

                                  EXHIBIT G-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois, 60603
Attn: BOAMS 20[__]-[__]

      Re:   Banc of America Mortgage 20[__]-[__] Trust, Mortgage
            Pass-Through Certificates, Series 20[__]-[__], Class
            [B-5] [B-6] [B-7], having an initial aggregate
            Certificate Principal Balance as of [________],
            20[__] of $_________

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[_________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
[________], 20[__], among Banc of America Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as Servicer, LaSalle Bank
National Association, as Securities Administrator and U.S. Bank National
Association, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Securities Administrator, that:

      1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.

      2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Securities Administrator is obligated so to register or qualify the Transferred
Certificates and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless such resale or transfer is exempt from the registration requirements of
the 1933 Act and any applicable state securities laws or is made in accordance
with the 1933 Act and laws, in which case (i) unless the transfer is made in
reliance on Rule 144A under the 1933 Act, the Securities Administrator or the
Depositor may require a written Opinion of Counsel (which may be in-house
counsel) acceptable to and in form and substance reasonably satisfactory to the
Securities Administrator and the Depositor that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from the 1933 Act and such laws or is being made pursuant to the 1933
Act and such laws, which Opinion of Counsel shall not be an expense of the
Securities Administrator or the Depositor and (ii) the Securities Administrator
shall require a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit G-1 and a certificate from such Certificateholder's
prospective transferee substantially in the form attached to the Pooling and
Servicing Agreement either as Exhibit G-2A or as Exhibit G-2B, which
certificates shall not be an expense of the Securities Administrator or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, their affiliates or both.

      3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
      WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
      TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
      AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING
      AGREEMENT REFERENCED HEREIN.

      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 SECURITIES ADMINISTRATOR EITHER
      (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE
      SECURITIES ADMINISTRATOR, 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 SECURITIES
      ADMINISTRATOR 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, THE SECURITIES ADMINISTRATOR 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 SECURITIES
      ADMINISTRATOR. 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

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois, 60603
Attn: BOAMS 20[__]-[__]

      Re:   Banc of America Mortgage 20[__]-[__] Trust, Mortgage
            Pass-Through Certificates, Series 20[__]-[__], Class
            ___, having an initial aggregate Certificate
            Principal Balance as of [________], 20[__] of
            $_________

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
[________], 20[__], among Banc of America Mortgage Securities, Inc., as
Depositor, Bank of America, National Association, as Servicer, LaSalle Bank
National Association, as Securities Administrator and U.S. Bank National
Association, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement.

      The Transferee hereby certifies, represents and warrants to you, as
Securities Administrator, either that:

      (a) it is not, 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 20[__]-[__] Trust
                       Mortgage Pass-Through Certificates,
                               Series 20[__]-[__]

STATE OF               )
                       ) ss:
COUNTY OF              )

      The undersigned, being first duly sworn, deposes and says as follows:

      1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class 1-A-R Certificate (the
"Residual Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated [________], 20[__], (the "Agreement"), relating to the above-referenced
Series, by and among Banc of America Mortgage Securities, Inc., as depositor
(the "Depositor"), Bank of America, National Association, as servicer, LaSalle
Bank National Association, as securities administrator and U.S. Bank National
Association, 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.

      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 20[__]-[__] 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, LaSalle Bank National Association, as
securities administrator (the "Securities Administrator") and U.S. Bank National
Association, as trustee (the "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

                               [________], 20[__]

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

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois, 60603
Attn: BOAMS 20[__]-[__]

U.S. Bank National Association
209 S. LaSalle Street, Suite 300
Chicago, Illinois 60604
Attn: Corporate Trust Services, BOAMS, Series 20[__]-[__]

      Re:   Banc of America Mortgage Securities, Inc. Banc of
            America Mortgage 20[__]-[__] Trust Mortgage Pass-Through
            Certificates, Series 20[__]-[__], issued pursuant to a
            Pooling and Servicing Agreement, dated [________],
            20[__], among Banc of America Mortgage Securities, Inc.,
            as Depositor, Bank of America, National Association, as
            Servicer, LaSalle Bank National Association, as
            Securities Administrator and U.S. Bank National
            Association, 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 Custodian, 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 Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this Initial Certification.
The Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

<PAGE>

      Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                      as Custodian

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

<PAGE>

                                    EXHIBIT N

                           FORM OF FINAL CERTIFICATION

                              [__________ __, ____]

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

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois, 60603
Attn: BOAMS 20[__]-[__]

U.S. Bank National Association
209 S. LaSalle Street, Suite 300
Chicago, Illinois 60604
Attn: Corporate Trust Services, BOAMS, Series 20[__]-[__]

      Re:   Banc of America Mortgage Securities, Inc. Banc of America
            Mortgage 20[__]-[__] Trust Mortgage Pass-Through
            Certificates, Series 20[__]-[__], issued pursuant to a
            Pooling and Servicing Agreement, dated [________], 20[__],
            among Banc of America Mortgage Securities, Inc., as
            Depositor, Bank of America, National Association, as
            Servicer, LaSalle Bank National Association, as Securities
            Administrator and U.S. Bank National Association, 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 Custodian, hereby certifies that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule, except as may be specified in any list of
exceptions attached hereto, such Mortgage File contains all of the items
required to be delivered pursuant to Section 2.01(b) of the Pooling and
Servicing Agreement.

      The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this Final Certification. The
Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

<PAGE>

      Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.

                                    [LASALLE BANK NATIONAL ASSOCIATION],
                                      as Custodian


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

<PAGE>

                                    EXHIBIT O

                      Form of Sarbanes-Oxley Certification

                   Banc of America Mortgage 20[__]-[__] Trust
                       Mortgage Pass-Through Certificates,
                               Series 20[__]-[__]

      I, [________], a [_____________] of Bank of America, National Association
(the "Servicer"), certify that:

1.    I have reviewed this report on Form 10-K and all reports on Form 10-D
      required to be filed in respect of the period covered by this report on
      Form 10-K of the Banc of America Mortgage 20[__]-[__] Trust (the "Exchange
      Act Periodic Reports");

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

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

4.    I am responsible for reviewing the activities performed by the Servicer
      and based upon my knowledge and the compliance review conducted in
      preparing the servicer compliance statement required in this report
      under Item 1123 of Regulation AB, and except as disclosed in the
      Exchange Act Periodic Reports, the Servicer has fulfilled its
      obligations under the pooling and servicing agreement, dated
      [________], 20[__], among Banc of America Mortgage Securities, Inc., as
      depositor, LaSalle Bank National Association, as securities
      administrator, U.S. Bank National Association, 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: [___________]

[_________], 20


                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                  EXHIBIT P

 Form of Certification to be Provided by the Securities Administrator to the
                                   Servicer

                   Banc of America Mortgage 20[__]-[__] Trust
                       Mortgage Pass-Through Certificates,
                               Series 20[__]-[__]

      Re:   Banc of America Mortgage 20[__]-[__] Trust (the "Trust"),
            Mortgage Pass-Through Certificates, Series 20[__]-[__],
            issued pursuant to a Pooling and Servicing Agreement
            dated [________], 20[__] (the "Pooling Agreement"), among
            Banc of America Mortgage Securities, Inc., as Depositor,
            Bank of America, National Association, as Servicer,
            LaSalle Bank National Association, as Securities
            Administrator and U.S. Bank National Association, as
            Trustee

            The Securities Administrator 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 Securities Administrator 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
Securities Administrator under the Pooling and Servicing Agreement, and based on
my knowledge and the compliance review conducted in preparing the compliance
statement of the Securities Administrator required in the Annual Report under
Item 1123 of Regulation AB, and except as disclosed in the Reports, the
Securities Administrator 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 Securities Administrator 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.


                                       LASALLE BANK NATIONAL ASSOCIATION
                                          as Securities Administrator


                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                   EXHIBIT Q

         Servicing Criteria to be Addressed in Assessment of Compliance
<TABLE>
<CAPTION>
                                                                                                              APPLICABLE SERVICING
                                                     SERVICING CRITERIA                                            CRITERIA
                                                     ------------------                                     ------------------------
                                                                                                                       Securities
      Reference                                             Criteria                                        Servicer  Administrator
      ---------                                             --------                                        --------  -------------
                                                General Servicing Considerations
<S>                     <C>                                                                                    <C>          <C>
1122(d)(1)(i)           Policies and procedures are instituted to monitor any performance or other             X            X
                        triggers and events of default in accordance with the transaction agreements.

1122(d)(1)(ii)          If any material servicing activities are outsourced to third parties, policies         X            X
                        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 party              X
                        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 custodial bank           X            X
                        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 an investor         X            X
                        are made only by authorized personnel.

1122(d)(2)(iii)         Advances of funds or guarantees regarding collections, cash flows or                   X
                        distributions, and any interest or other fees charged for such advances, are
                        made, reviewed and approved as specified in the transaction agreements.

1122(d)(2)(iv)          The related accounts for the transaction, such as cash reserve accounts or             X            X
                        accounts established as a form of overcollateralization, are separately
                        maintained (e.g., with respect to commingling of cash) as set forth in the
                        transaction agreements.

1122(d)(2)(v)           Each custodial account is maintained at a federally insured depository                 X            X
                        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 access.                  X            X

1122(d)(2)(vii)         Reconciliations are prepared on a monthly basis for all asset-backed securities        X            X
                        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 Commission, are             X            X
                        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 with                 X            X
                        timeframes, distribution priority and other terms set forth in the transaction
                        agreements.

1122(d)(3)(iii)         Disbursements made to an investor are posted within two business days to the           X            X
                        Servicer's investor records, or such other number of days specified in the
                        transaction agreements.

1122(d)(3)(iv)          Amounts remitted to investors per the investor reports agree with cancelled            X            X
                        checks, or other form of payment, or custodial bank statements.

                                                   Pool Asset Administration

1122(d)(4)(i)           Collateral or security on mortgage loans is maintained as required by the              X            X
                        transaction agreements or related mortgage loan documents.

1122(d)(4)(ii)          Mortgage loan and related documents are safeguarded as required by the                 X            X
                        transaction agreements

1122(d)(4)(iii)         Any additions, removals or substitutions to the asset pool are made, reviewed          X
                        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 accordance with the         X
                        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 Servicer's          X
                        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 mortgage loans             X
                        (e.g., loan modifications or re-agings) are made, reviewed and approved by
                        authorized personnel in accordance with the transaction agreements and related
                        pool asset documents.

1122(d)(4)(vii)         Loss mitigation or recovery actions (e.g., forbearance plans, modifications and        X
                        deeds in lieu of foreclosure, foreclosures and repossessions, as applicable)
                        are initiated, conducted and concluded in accordance with the timeframes or
                        other requirements established by the transaction agreements.

1122(d)(4)(viii)        Records documenting collection efforts are maintained during the period a              X
                        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 with               X
                        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 accounts): (A)        X
                        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 payments) are          X
                        made on or before the related penalty or expiration dates, as indicated on the
                        appropriate bills or notices for such payments, provided that such support has
                        been received by the servicer at least 30 calendar days prior to these dates,
                        or such other number of days specified in the transaction agreements.

1122(d)(4)(xii)         Any late payment penalties in connection with any payment to be made on behalf         X
                        of an obligor are paid from the Servicer's funds and not charged to the
                        obligor, unless the late payment was due to the obligor's error or omission.

1122(d)(4)(xiii)        Disbursements made on behalf of an obligor are posted within two business days         X
                        to the obligor's records maintained by the Servicer, or such other number of
                        days specified in the transaction agreements.

1122(d)(4)(xiv)         Delinquencies, charge-offs and uncollectible accounts are recognized and               X            X
                        recorded in accordance with the transaction agreements.

1122(d)(4)(xv)          Any external enhancement or other support, identified in Item 1114(a)(1)               X            X
                        through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
                        transaction agreements.
</TABLE>

<PAGE>

                                   EXHIBIT R-1

                        ADDITIONAL FORM 10-D INFORMATION

           Item on Form 10-D                        Party Responsible
--------------------------------------------------------------------------------
   Item 1: Distribution and Pool                        Depositor
       Performance Information
                                                        Servicer
  Any information required by Item
    1121 of Regulation AB which is              Securities Administrator
   not included on the Distribution
            Date Statement
--------------------------------------------------------------------------------
     Item 2: Legal Proceedings            (i) All parties to the Agreement (as
                                           to themselves), (ii) the Securities
   per Item 1117 of Regulation AB        Administrator, Trustee and Servicer as
                                          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                     Depositor
             of Proceeds
--------------------------------------------------------------------------------
    Item 4: Defaults Upon Senior                Securities Administrator
              Securities
--------------------------------------------------------------------------------
 Item 5: Submission of Matters to a             Securities Administrator
       Vote of Security Holders
--------------------------------------------------------------------------------
  Item 6: Significant Obligors of                          N/A
             Pool Assets
--------------------------------------------------------------------------------
  Item 7: Significant Enhancement                       Depositor
         Provider Information
                                                Securities Administrator
--------------------------------------------------------------------------------
     Item 8: Other Information           Any party to the Agreement responsible
                                            for disclosure items on Form 8-K
--------------------------------------------------------------------------------
          Item 9: Exhibits                              Depositor

                                                Securities Administrator
--------------------------------------------------------------------------------

<PAGE>

                                   EXHIBIT R-2

                        ADDITIONAL FORM 10-K INFORMATION

          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                 Securities Administrator
        Statement Schedules
                                                      Depositor
--------------------------------------------------------------------------------
        Additional Item:               (i) All parties to the Agreement (as to
                                           themselves), (ii) the Securities
   Disclosure per Item 1117 of        Administrator, Trustee and Servicer as to
           Regulation AB               the Trust, (iii) the Depositor as to the
                                          Sponsor or any Regulation AB Item
                                                   1100(d)(1) party
--------------------------------------------------------------------------------
        Additional Item:                (i) All parties to the Agreement as to
                                       themselves and (ii) the Depositor as to
   Disclosure per Item 1119 of                       the Sponsor
           Regulation AB
--------------------------------------------------------------------------------
        Additional Item:                                 N/A

 Disclosure per Item 1112(b) of
           Regulation AB
--------------------------------------------------------------------------------
        Additional Item:                              Depositor

Disclosure per Items 1114(b) and               Securities Administrator
     1115(b) of Regulation AB
--------------------------------------------------------------------------------

<PAGE>

                                   EXHIBIT R-3

                              FORM 8-K INFORMATION

          Item on Form 8-K                        Party Responsible
--------------------------------------------------------------------------------
Item 1.01- Entry into a Material      The party to this Agreement entering into
       Definitive Agreement               such material definitive agreement
--------------------------------------------------------------------------------
   Item 1.02- Termination of a          The party to this Agreement requesting
   Material Definitive Agreement         termination of a material definitive
                                                      agreement
--------------------------------------------------------------------------------
    Item 1.03- Bankruptcy or             All parties to this Agreement (as to
           Receivership                              themselves)
--------------------------------------------------------------------------------
  Item 2.04- Triggering Events                         Servicer
   that Accelerate or Increase a
  Direct Financial Obligation or               Securities Administrator
      an Obligation under an
   Off-Balance Sheet Arrangement
--------------------------------------------------------------------------------
Item 3.03- Material Modification               Securities Administrator
   to Rights of Security Holders
--------------------------------------------------------------------------------
    Item 5.03- Amendments of                          Depositor
   Articles of Incorporation or
   Bylaws; Change of Fiscal Year                       Servicer

                                              Securities Administrator
--------------------------------------------------------------------------------
Item 6.01- ABS Informational and                      Depositor
      Computational Material
--------------------------------------------------------------------------------
Item 6.02- Change of Servicer or                       Servicer
     Securities Administrator
                                              Securities Administrator
--------------------------------------------------------------------------------

   Item 6.03- Change in Credit                        Depositor
  Enhancement or External Support
                                              Securities Administrator
--------------------------------------------------------------------------------
  Item 6.04- Failure to Make a                Securities Administrator
       Required Distribution
--------------------------------------------------------------------------------
    Item 6.05- Securities Act                         Depositor
        Updating Disclosure
--------------------------------------------------------------------------------
    Item 7.01- Regulation FD                          Depositor
            Disclosure
--------------------------------------------------------------------------------
            Item 8.01                                 Depositor
--------------------------------------------------------------------------------
            Item 9.01                                 Depositor
--------------------------------------------------------------------------------