EXHIBIT 4
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BANC OF AMERICA FUNDING CORPORATION,
as Depositor
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Servicer
WELLS FARGO BANK, N.A.,
as Servicer
WELLS FARGO BANK,
N.A.,
as Securities Administrator
and
WACHOVIA BANK, NATIONAL ASSOCIATION
as Trustee
AMENDMENT No. 1
Dated December 20, 2004
To
POOLING AND SERVICING AGREEMENT
Dated August 27, 2004
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Mortgage Pass-Through Certificates
Series 2004-A
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AMENDMENT No. 1, dated December 20, 2004, (the "Amendment"), to
the
Pooling and Servicing Agreement, dated
August 27, 2004 (the "Agreement"), among
BANC OF AMERICA FUNDING CORPORATION, as
Depositor, BANK OF AMERICA, NATIONAL
ASSOCIATION, as a Servicer, WELLS FARGO
BANK, N.A., as a Servicer, WELLS FARGO
BANK, N.A., as Securities Administrator,
and WACHOVIA BANK, NATIONAL
ASSOCIATION, as Trustee.
WHEREAS, Section 11.01 of the Agreement provides, among other
things, that the parties to the Agreement
may amend the Agreement, without the
consent of any of the Certificateholders,
to cure any ambiguity or mistake;
WHEREAS, it was the intent of the parties to allow for
modification,
waiver, forbearance or amendment of any
term of any Mortgage Loan by a Servicer
as set forth in Section 3.21(b)(i) through
(iii) of the Agreement; provided, (A)
any such Mortgage Loan was 90 days or more
past due or (B) such Servicer
delivers to the Trustee and the Securities
Administrator an Opinion of Counsel
to the effect that such modification,
waiver, forbearance or amendment would not
affect the REMIC status of the Upper-Tier
REMIC or Lower-Tier REMIC and, in
either case, such modification, waiver,
forbearance or amendment is reasonably
likely, in the related Servicer's judgment,
to produce a greater recovery with
respect to such Mortgage Loan than would
liquidation;
WHEREAS, notwithstanding the parties' intent, the Agreement
mistakenly prohibits the modification,
waiver, forbearance or amendment of any
term of any Mortgage Loan by a Servicer
that affects the amount or timing of any
related payment of principal, interest or
other amount payable thereunder; and
WHEREAS, the Depositor, the Servicers, the Securities
Administrator
and the Trustee desire to amend the
Agreement as set forth in this Amendment to
cure such mistake;
NOW THEREFORE, in consideration of the mutual agreements herein
contained, the Depositor, the Servicers,
the Securities Administrator and the
Trustee agree as follows:
All terms used in this Amendment which are defined in the
Agreement,
either directly or by reference therein,
have the meanings assigned to them
therein, except to the extent such terms
are defined or modified in this
Amendment or the context clearly requires
otherwise.
Section 1. Amendment to Section 3.21(b).
Section 3.21(b) is hereby replaced in its entirety with the
following:
(b) A 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) affect the amount or timing of any related payment of
principal,
interest or other amount payable thereunder;
(ii) in such Servicer's judgment, materially impair the
security
for such Mortgage Loan or reduce the likelihood of timely pa
