POOLING AND SERVICE AGREEMENT

Pooling and Servicing Agreement

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BANC OF AMERICA FUNDING CORPORATION, | WELLS FARGO BANK, N.A., | WACHOVIA BANK, NATIONAL ASSOCIATION,

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Title: POOLING AND SERVICE AGREEMENT
Governing Law: New York Date: 3/29/2005

POOLING AND SERVICE AGREEMENT, Parties: banc of america funding corporation , wells fargo bank n.a. , wachovia bank national association

EXHIBIT 4

================================================================================

BANC OF AMERICA FUNDING CORPORATION,

as Depositor,

WELLS FARGO BANK, N.A.,

as Master Servicer,

WELLS FARGO BANK, N.A.,

as Securities Administrator

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Trustee

POOLING AND SERVICING AGREEMENT

Dated October 29, 2004

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

Mortgage Pass-Through Certificates

Series 2004-B

================================================================================

<PAGE>

TABLE OF CONTENTS

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

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms..................................................

Section 1.02 Interest Calculations..........................................

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, Warranties and Covenants of the Master

Servicer ....................................................

Section 2.04 Representations and Warranties of the Depositor as to the

Mortgage Loans...............................................

Section 2.05 Designation of Interests in the REMICs........................

Section 2.06 Designation of Start-up Day...................................

Section 2.07 REMIC Certificate Maturity Date...............................

Section 2.08 Execution and Delivery of Certificates........................

ARTICLE III

ADMINISTRATION AND MASTER SERVICING

OF MORTGAGE LOANS

Section 3.01 Master Servicing of the Mortgage Loans........................

Section 3.02 Monitoring of Servicers.......................................

Section 3.03 Fidelity Bond; Errors and Omissions Insurance.................

Section 3.04 Access to Certain Documentation...............................

Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims......

Section 3.06 Rights of the Depositor, the Securities Administrator and

the Trusteein Respect of the Master Servicer.................

Section 3.07 Trustee to Act as Master Servicer.............................

Section 3.08 Servicer Custodial Accounts...................................

Section 3.09 Collection of Mortgage Loan Payments; Master Servicer Custodial

Account, Servicer Custodial Account, Distribution Account

and ReserveAccount...........................................

Section 3.10 Collection of Taxes, Assessments and Similar Items; Escrow

Accounts ....................................................

Section 3.11 Access of Securities Administrator and Trustee to Certain

Documentation and Information Regarding the Mortgage Loans...

Section 3.12 Permitted Withdrawals from the Master Servicer Custodial

Account and the Distribution Account.........................

Section 3.13 Maintenance of Hazard Insurance and Other Insurance...........

Section 3.14 Presentment of Claims and Collection of Proceeds..............

Section 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements.....

Section 3.16 Realization Upon Defaulted Mortgage Loans; REO Property.......

Section 3.17 Trustee to Cooperate; Release of Mortgage Files...............

Section 3.18 Documents, Records and Funds in Possession of the Master

Servicer to be Held for the Trustee..........................

Section 3.19 Master Servicer Compensation..................................

Section 3.20 Annual Statement as to Compliance.............................

Section 3.21 Annual Independent Public Accountants' Servicing Statement;

FinancialStatements..........................................

Section 3.22 Advances......................................................

Section 3.23 Reports to the Securities and Exchange Commission.............

ARTICLE IV

MASTER SERVICER'S CERTIFICATE

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

ARTICLE V

PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;

REMIC ADMINISTRATION

Section 5.01 Distributions.................................................

Section 5.02 Priorities of Distributions for the Shifting Interest Groups..

Section 5.03 Priorities of Distributions for Group 7.......................

Section 5.04 Allocation of Losses for the Shifting Interest Certificates;

Allocation of Net Negative Amortization......................

Section 5.05 Allocation of Losses for the Group 7 Certificates.............

Section 5.06 Statements to Certificateholders..............................

Section 5.07 Tax Returns and Reports to Certificateholders.................

Section 5.08 Tax Matters Person............................................

Section 5.09 Rights of the Tax Matters Person in Respect of the Securities

Administrator................................................

Section 5.10 REMIC Related Covenants.......................................

Section 5.11 REMIC Distributions...........................................

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 MASTER SERVICER

Section 7.01 Respective Liabilities of the Depositor and the Master

Servicer ...................................................

Section 7.02 Merger or Consolidation of the Depositor or the Master

Servicer ...................................................

Section 7.03 Limitation on Liability of the Depositor, the Master Servicer

and Others..................................................

Section 7.04 Depositor and Master Servicer Not to Resign..................

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

Administrato

Section 9.03 Neither Trustee nor 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 the Securities

Administrator.114

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........................................

Section 9.11 Securities Administrator's Fees and Expenses and Trustee's

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 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; Counterparts.......................

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...........................................

EXHIBITS

--------

Exhibit A-1-A-1 Form of Face of Class 1-A-1 Certificate

Exhibit A-1-A-2 Form of Face of Class 1-A-2 Certificate

Exhibit A-1-X-1 Form of Face of Class 1-X-1 Certificate

Exhibit A-1-X-2 Form of Face of Class 1-X-2 Certificate

Exhibit A-2-A-1 Form of Face of Class 2-A-1 Certificate

Exhibit A-2-A-2 Form of Face of Class 2-A-2 Certificate

Exhibit A-3-A-1 Form of Face of Class 3-A-1 Certificate

Exhibit A-3-A-2 Form of Face of Class 3-A-2 Certificate

Exhibit A-3-A-R Form of Face of Class 3-A-R Certificate

Exhibit A-3-A-MR Form of Face of Class 3-A-MR Certificate

Exhibit A-3-A-LR Form of Face of Class 3-A-LR Certificate

Exhibit A-3-X-1 Form of Face of Class 3-X-1 Certificate

Exhibit A-3-X-2 Form of Face of Class 3-X-2 Certificate

Exhibit A-4-A-1 Form of Face of Class 4-A-1 Certificate

Exhibit A-4-A-2 Form of Face of Class 4-A-2 Certificate

Exhibit A-4-X-1 Form of Face of Class 4-X-1 Certificate

Exhibit A-4-X-2 Form of Face of Class 4-X-2 Certificate

Exhibit A-5-A-1 Form of Face of Class 5-A-1 Certificate

Exhibit A-6-A-1 Form of Face of Class 6-A-1 Certificate

Exhibit A-6-X-1 Form of Face of Class 6-X-1 Certificate

Exhibit A-7-A-1 Form of Face of Class 7-A-1 Certificate

Exhibit A-7-CE Form of Face of Class 7-CE Certificate

Exhibit A-7-R Form of Face of Class 7-R Certificate

Exhibit A-7-LR Form of Face of Class 7-LR Certificate

Exhibit B-CB-1 Form of Face of Class CB-1 Certificate

Exhibit B-CB-2 Form of Face of Class CB-2 Certificate

Exhibit B-CB-3 Form of Face of Class CB-3 Certificate

Exhibit B-CB-4 Form of Face of Class CB-4 Certificate

Exhibit B-CB-5 Form of Face of Class CB-5 Certificate

Exhibit B-CB-6 Form of Face of Class CB-6 Certificate

Exhibit B-DB-1 Form of Face of Class DB-1 Certificate

Exhibit B-DB-2 Form of Face of Class DB-2 Certificate

Exhibit B-DB-3 Form of Face of Class DB-3 Certificate

Exhibit B-DB-4 Form of Face of Class DB-4 Certificate

Exhibit B-DB-5 Form of Face of Class DB-5 Certificate

Exhibit B-DB-6 Form of Face of Class DB-6 Certificate

Exhibit B-6-B-1 Form of Face of Class 6-B-1 Certificate

Exhibit B-6-B-2 Form of Face of Class 6-B-2 Certificate

Exhibit B-6-B-3 Form of Face of Class 6-B-3 Certificate

Exhibit B-6-B-4 Form of Face of Class 6-B-4 Certificate

Exhibit B-6-B-5 Form of Face of Class 6-B-5 Certificate

Exhibit B-6-B-6 Form of Face of Class 6-B-6 Certificate

Exhibit B-7-M-1 Form of Face of Class 7-M-1 Certificate

Exhibit B-7-M-2 Form of Face of Class 7-M-2 Certificate

Exhibit B-7-M-3 Form of Face of Class 7-M-3 Certificate

Exhibit C Form of Reverse of all Certificates...................

Exhibit D-1 Loan Group 1 Mortgage Loan Schedule...................

Exhibit D-2 Loan Group 2 Mortgage Loan Schedule...................

Exhibit D-3 Loan Group 3 Mortgage Loan Schedule...................

Exhibit D-4 Loan Group 4 Mortgage Loan Schedule...................

Exhibit D-5 Loan Group 5 Mortgage Loan Schedule...................

Exhibit D-6 Loan Group 6 Mortgage Loan Schedule...................

Exhibit D-7 Loan Group 7 Mortgage Loan Schedule...................

Exhibit E [RESERVED]

Exhibit F Form of Certification of Establishment of Account.....

Exhibit G-1 Form of Transferor's Certificate......................

Exhibit G-2A Form I of Transferee's Certificate....................

Exhibit G-2B Form II of Transferee's Certificate...................

Exhibit H Form of Transferee Representation Letter

for ERISA Restricted Certificates.....................

Exhibit I Form of Affidavit Regarding Transfer of Residual

Certificates..........................................

Exhibit J [RESERVED]

Exhibit K Form of Special Servicing Agreement...................

Exhibit L List of Recordation States............................

Exhibit M Form of Initial Certification ........................

Exhibit N Form of Final Certification...........................

Exhibit O Form of Certification.................................

Exhibit P Form of Securities Administrator's Certification......

Exhibit Q Form of Yield Maintenance Agreements..................

<PAGE>

POOLING AND SERVICING AGREEMENT

THIS POOLING AND SERVICING AGREEMENT, dated October 29, 2004 is

hereby executed by and among BANC OF AMERICA FUNDING CORPORATION, as depositor

(together with its permitted successors and assigns, the "Depositor"), WELLS

FARGO BANK, N.A., as master servicer (together with its permitted successors and

assigns, the "Master Servicer"), WELLS FARGO BANK, N.A., as securities

administrator (together with its permitted successors and assigns, the

"Securities Administrator") and WACHOVIA 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 Master Servicer, the Securities Administrator and the Trustee

agree as follows:

PRELIMINARY STATEMENT

The Trust Estate for federal income tax purposes will be treated as

five real estate mortgage investment conduits (the "Upper-Tier REMIC," the

"Middle-Tier REMIC," the "Lower-Tier REMIC," the "Group 7 Upper-Tier REMIC" and

the "Group 7 Lower-Tier REMIC," respectively, and each a "REMIC"). The

Certificates (other than the Class 3-A-R, Class 3-A-MR, Class 3-A-LR, Class

7-CE, Class 7-R and Class 7-LR Certificates and the Group 7 Certificates) shall

constitute "regular interests" in the Upper-Tier REMIC. The Group 7 Certificates

(exclusive of the right of such Certificates to receive Cap Carryover Amounts)

and the Class 7-CE Certificates shall constitute "regular interests" in the

Group 7 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 Uncertificated Group 7 Lower-Tier Interests shall constitute the

"regular interests" in the Group 7 Lower-Tier REMIC. The Class 3-A-R Certificate

shall be the "residual interest" in the Upper-Tier REMIC, the Class 3-A-MR

Certificate shall be the "residual interest" in the Middle-Tier REMIC, the Class

3-A-LR Certificate shall be the "residual interest" in the Lower-Tier REMIC, the

Class 7-R Certificate shall be the "residual interest" in the Group 7 Upper-Tier

REMIC and the Class 7-LR Certificate shall be the "residual interest" in the

Group 7 Lower-Tier REMIC. The portion of the Trust Estate consisting of the

Reserve Account, the Yield Maintenance Agreements, the rights of the Group 7

Certificates to receive Cap Carryover Amounts and the obligation of the Class

7-CE Certificates to pay Cap Carryover Amounts shall not be assets of any REMIC

created hereunder, but rather shall be assets of the Grantor Trust. The assets

of the Grantor Trust, the Certificates, the Uncertificated Middle-Tier

Interests, the Uncertificated Lower-Tier Interests and the Uncertificated Group

7 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:

<TABLE>

============== ============================= ============== ==================== =================

Integral

Minimum Multiples

Initial Class Certificate Pass-Through Denomination/ in Excess

Classes Balance or Notional Amount Rate Percentage Interest of Minimum

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

Class 1-A-1 $40,000,000 (1) $1,000 $1

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

Class 1-A-2 $82,430,000 (1) $1,000 $1

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

Class 1-X-1 $40,000,000 (2) $25,000 $1

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

Class 1-X-2 $82,430,000 (3) $25,000 $1

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

Class 2-A-1 $44,903,500 (4) $1,000 $1

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

Class 2-A-2 $44,903,500 (5) $1,000 $1

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

Class 3-A-1 $20,000,000 (6) $1,000 $1

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

Class 3-A-2 $133,825,000 (6) $1,000 $1

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

Class 3-A-R $50 (7) $50 N/A

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

Class 3-A-MR $25 (7) $25 N/A

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

Class 3-A-LR $25 (7) $25 N/A

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

Class 3-X-1 $20,000,000 (8) $25,000 $1

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

Class 3-X-2 $133,825,000 (9) $25,000 $1

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

Class 4-A-1 $40,000,000 (10) $1,000 $1

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

Class 4-A-2 $50,455,000 (10) $1,000 $1

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

Class 4-X-1 $40,000,000 (11) $25,000 $1

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

Class 4-X-2 $50,455,000 (12) $25,000 $1

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

Class 5-A-1 $107,009,000 (13) $1,000 $1

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

Class 6-A-1 $91,563,000 (14) $1,000 $1

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

Class 6-X-1 $91,563,000 0.950% $25,000 $1

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

Class 7-A-1 $145,872,000 (15) $1,000 $1

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

Class 7-CE (16) (16) N/A N/A

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

Class 7-R N/A N/A N/A N/A

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

Class 7-LR N/A N/A N/A N/A

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

Class CB-1 $4,095,000 (17) $25,000 $1

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

Class CB-2 $1,881,000 (17) $25,000 $1

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

Class CB-3 $886,000 (17) $25,000 $1

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

Class CB-4 $996,000 (17) $25,000 $1

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

Class CB-5 $774,000 (17) $25,000 $1

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

Class CB-6 $443,341 (17) $25,000 $1

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

Class DB-1 $13,751,000 (18) $25,000 $1

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

Class DB-2 $4,144,000 (18) $25,000 $1

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

Class DB-3 $2,260,000 (18) $25,000 $1

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

Class DB-4 $2,261,000 (18) $25,000 $1

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

Class DB-5 $1,883,000 (18) $25,000 $1

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

Class DB-6 $1,130,888 (18) $25,000 $1

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

Class 6-B-1 $2,369,000 (19) $25,000 $1

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

Class 6-B-2 $1,679,000 (19) $25,000 $1

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

Class 6-B-3 $938,000 (19) $25,000 $1

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

Class 6-B-4 $1,184,000 (19) $25,000 $1

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

Class 6-B-5 $592,000 (19) $25,000 $1

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

Class 6-B-6 $395,880 (19) $25,000 $1

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

Class 7-M-1 $4,981,000 (15) $25,000 $1

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

Class 7-M-2 $3,637,000 (15) $25,000 $1

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

Class 7-M-3 $2,767,000 (15) $25,000 $1

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

</TABLE>

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

(1) For each Distribution Date occurring prior to and including the

Distribution Date in October 2007, interest will accrue on these

Certificates at a per annum rate equal to the Net WAC for the Group 1

Mortgage Loans minus 0.4540% and 0.7915% per annum with respect to the

Class 1-A-1 and Class 1-A-2 Certificates, respectively. For each

Distribution Date occurring on and after the Distribution Date in November

2007, 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 the Class 1-X-1 Certificates through the

Distribution Date in October 2007 at a per annum rate equal to 0.4540%. No

interest will accrue on the Class 1-X-1 Certificates on and after the

Distribution Date in November 2007.

(3) Interest will accrue on the Class 1-X-2 Certificates through the

Distribution Date in October 2007 at a per annum rate equal to 0.7915%. No

interest will accrue on the Class 1-X-2 Certificates on and after the

Distribution Date in November 2007.

(4) Interest will accrue on these Certificates at a per annum rate equal to the

Net WAC for the Group 2 Mortgage Loans plus 0.244%.

(5) Interest will accrue on these Certificates at a per annum rate equal to the

Net WAC for the Group 2 Mortgage Loans minus 0.244%.

(6) For each Distribution Date occurring prior to and including the

Distribution Date in October 2007, interest will accrue on these

Certificates at a per annum rate equal to the Net WAC for the Group 3

Mortgage Loans minus 0.6225% and 0.7675% per annum with respect to the

Class 3-A-1 and Class 3-A-2 Certificates, respectively. For each

Distribution Date occurring on and after the Distribution Date in November

2007, interest will accrue on these Certificates at a per annum rate equal

to the Net WAC for the Group 3 Mortgage Loans.

(7) For each Distribution Date, interest will accrue on these Certificates at a

per annum rate equal to the Net WAC for the Group 3 Mortgage Loans.

(8) Interest will accrue on the Class 3-X-1 Certificates through the

Distribution Date in October 2007 at a per annum rate equal to 0.6225%. No

interest will accrue on the Class 3-X-1 Certificates on and after the

Distribution Date in November 2007.

(9) Interest will accrue on the Class 3-X-2 Certificates through the

Distribution Date in October 2007 at a per annum rate equal to 0.7675%. No

interest will accrue on the Class 3-X-2 Certificates on and after the

Distribution Date in November 2007.

(10) For each Distribution Date occurring prior to and including the

Distribution Date in September 2009, interest will accrue on these

Certificates at a per annum rate equal to the Net WAC for the Group 4

Mortgage Loans minus 0.683% and 0.738% per annum with respect to the Class

4-A-1 and Class 4-A-2 Certificates, respectively. For each Distribution

Date occurring on and after the Distribution Date in October 2009, interest

will accrue on these Certificates at a per annum rate equal to the Net WAC

for the Group 4 Mortgage Loans.

(11) Interest will accrue on the Class 4-X-1 Certificates through the

Distribution Date in September 2009 at a per annum rate equal to 0.683%. No

interest will accrue on the Class 4-X-1 Certificates on and after the

Distribution Date in October 2009.

(12) Interest will accrue on the Class 4-X-2 Certificates through the

Distribution Date in September 2009 at a per annum rate equal to 0.738%. No

interest will accrue on the Class 4-X-2 Certificates on and after the

Distribution Date in October 2009.

(13) Interest will accrue on these Certificates at a per annum rate equal to the

Net WAC for the Group 5 Mortgage Loans.

(14) Interest will accrue on these Certificates at a per annum rate equal to the

Adjusted Net WAC for the Group 6 Mortgage Loans minus 0.950% per annum.

(15) For each Distribution Date occurring prior to and including the applicable

Termination Date, interest will accrue on these Certificates at a per annum

rate equal to the lesser of (i) the sum of One-Month LIBOR and 0.36%,

0.60%, 1.10% and 2.50% with respect to the Class 7-A-1, Class 7-M-1, Class

7-M-2 and Class 7-M-3 Certificates, respectively, and (ii) the Group 7 Cap.

On each Distribution Date following the applicable Termination Date,

interest will accrue on these Certificates at a per annum rate equal to the

lesser of (i) the sum of One-Month LIBOR and 0.72%, 0.90%, 1.65% and 3.75%

with respect to the Class 7-A-1, Class 7-M-1, Class 7-M-2 and Class 7-M-3

Certificates, respectively, and (ii) the Group 7 Cap.

(16) Solely for REMIC purposes, the Class 7-CE Certificates will (i) have an

initial Original Class Certificate Balance equal to the Initial

Overcollateralization Amount and (ii) will bear interest on their Notional

Amount.

(17) Interest will accrue on these Certificates as of any Distribution Date at a

per annum rate equal to the weighted average (based on the Group

Subordinate Amount for each Loan Group) of the Net WAC for each of the

Group 1 and Group 2 Mortgage Loans.

(18) Interest will accrue on these Certificates as of any Distribution Date at a

per annum rate equal to the weighted average (based on the Group

Subordinate Amount for each Loan Group) of the Net WAC for each of the

Group 3, Group 4 and Group 5 Mortgage Loans.

(19) Interest will accrue on these Certificates at a per annum rate equal to the

Adjusted Net WAC for the Group 6 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:

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

60+ Day Delinquent Loan: For each Distribution Date, each Group 7

Mortgage Loan (including each Group 7 Mortgage Loan in foreclosure and each

Group 7 Mortgage Loan for which the Mortgagor has filed for bankruptcy after the

Closing Date) with respect to which any portion of a Monthly Payment is, as of

the Due Date in the prior calendar month, two months or more past due and each

Group 7 Mortgage Loan relating to an REO Property.

7LT Interest Loss Allocation Amount: With respect to any

Distribution Date, an amount equal to (a) the product of (i) 50% of the Pool

Stated Principal Balance of the Group 7 Mortgage Loans and (ii) the Group 7

Lower-Tier Rate minus the Marker Rate, divided by (b) 12.

7LT Marker Allocation Percentage: 50% of any amount payable from or

loss attributable to the Group 7 Mortgage Loans, which shall be allocated to

Regular Interest LT1AA, Regular Interest LT1A1, Regular Interest LT1M1, Regular

Interest LT1M2, Regular Interest LT1M3 and Regular Interest LT1ZZ.

7LT Overcollateralization Target Amount: 0.50% of the Targeted

Overcollateralization Amount.

7LT Overcollateralized Amount: With respect to any date of

determination, (i) 0.50% of the aggregate Uncertificated Principal Balances of

the Uncertificated Group 7 Lower-Tier Interests minus (ii) the aggregate of the

Uncertificated Principal Balances of Regular Interest LT1A1, Regular Interest

LT1M1, Regular Interest LT1M2 and Regular Interest LT1M3, in each case as of

such date of determination.

7LT Principal Loss Allocation Amount: With respect to any

Distribution Date, an amount equal to (a) the product of (i) 50% of the Pool

Stated Principal Balance of the Group 7 Mortgage Loans and (ii) 1 minus a

fraction, the numerator of which is two times the aggregate of the

Uncertificated Principal Balances of Regular Interest LT1A1, Regular Interest

LT1M1, Regular Interest LT1M2 and Regular Interest LT1M3 and the denominator of

which is the aggregate of the Uncertificated Principal Balances of Regular

Interest LT1A1, Regular Interest LT1M1, Regular Interest LT1M2, Regular Interest

LT1M3 and Regular Interest LT1ZZ.

7LT Sub WAC Allocation Percentage: 50% of any amount payable or loss

attributable from the Group 7 Mortgage Loans, which shall be allocated to

Regular Interest LT1XX.

Accrued Certificate Interest: For any Distribution Date and each

Class of interest-bearing Certificates, one month's interest accrued during the

related Interest Accrual Period at the applicable Pass-Through Rate on the

related Class Certificate Balance or Notional Amount less, in the case of the

Offered Group 7 Certificates, such Class' Interest Percentage of Relief Act

Shortfalls for such Distribution Date.

Adjusted Net WAC: With respect to any Distribution Date and the

Group 6 Mortgage Loans, a per annum rate equal to the product of (i) 12 and (ii)

a fraction, the numerator of which is the aggregate amount of interest due on

the Group 6 Mortgage Loans on the Due Date immediately preceding such

Distribution Date at their respective Net Mortgage Interest Rates minus the Net

Negative Amortization for such Distribution Date, and the denominator of which

is the Pool Stated Principal Balance of the Group 6 Mortgage Loans as of the Due

Date in the month preceding the month of such Distribution Date.

Adjusted Pool Amount: With respect to any Distribution Date and

Shifting Interest Loan Group, the Cut-off Date Pool Principal Balance of the

Mortgage Loans in such Loan Group plus any Deferred Interest previously added

thereto minus the sum of (i) all amounts in respect of principal received in

respect of the Mortgage Loans in such Loan Group (including, without limitation,

amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,

Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to

Holders of the Certificates of the Related Group 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 Overcollateralization Release Amount: With respect to any

Distribution Date, the lesser of (i) the Group 7 Principal Remittance Amount and

(ii) the Overcollateralization Release Amount.

Agreement: This Pooling and Servicing Agreement together with all

amendments hereof and supplements hereto.

Applied Realized Loss Amount: With respect to each Distribution

Date, the excess, if any, of the aggregate of (a) the Class Certificate Balances

of the Offered Group 7 Certificates (after taking into account the distribution

of the Group 7 Principal Distribution Amount on such Distribution Date and any

increase in any Class Certificate Balance of the Offered Group 7 Certificates as

a result of Recoveries) over (b) the Pool Stated Principal Balance for Loan

Group 7 as of the Due Date in the month of such Distribution Date.

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, in certain cases, an

automated valuation model or tax assessed value and (b) the sales price for such

property, except that, in the case of Mortgage Loans the proceeds of which were

used to refinance an existing mortgage loan, the Appraised Value of the related

Mortgaged Property is the appraised value thereof determined in an appraisal

obtained at the time of refinancing or, in certain cases, an automated valuation

model or tax assessed value, or (ii) the appraised value determined in an

appraisal made at the request of a Mortgagor subsequent to origination in order

to eliminate the Mortgagor's obligation to keep a Primary Mortgage Insurance

Policy in force.

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.

Available Funds: As to any Distribution Date, the sum of the Group 7

Interest Remittance Amount and the Group 7 Principal Remittance Amount for such

Distribution Date.

Authenticating Agents: As defined in Section 9.10.

BAFC: Banc of America Funding Corporation or its successor in

interest.

BANA: Bank of America, National Association, a national banking

association, or its successor in interest.

BANA Servicing Agreement: The Servicing Agreement, dated October 29,

2004, by and between BAFC, as depositor, and BANA, as servicer.

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

Physical Certificates.

Business Day: Any day other than (i) a Saturday or a Sunday or (ii)

a day on which banking institutions in the State of North Carolina, the State of

New York, the State of Minnesota, the State of Maryland, the state in which the

master servicing offices of the Master Servicer is located or the states in

which the Corporate Trust Offices of the Trustee and the Securities

Administrator are located are required or authorized by law or executive order

to be closed.

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

Cap Carryover Amount: If on any Distribution Date the Accrued

Certificate Interest for any Class of Offered Group 7 Certificates is based upon

clause (ii) of the Group 7 Cap, the excess of (i) the amount of interest such

Class would have been entitled to receive on such Distribution Date based on the

related Pass-Through Rate (without regard to the Group 7 Cap), over (ii) the

amount of interest such Class received on such Distribution Date based on the

Group 7 Cap, together with the unpaid portion of any such excess from prior

Distribution Dates (and interest accrued thereon at the then applicable

Pass-Through Rate on such Class).

CB Crossed Group: Any of Group 1 or Group 2.

CB Crossed Loan Group: Any of Loan Group 1 or Loan Group 2.

CB Crossed Loan Group 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 of

the CB Crossed Groups immediately prior to such Distribution Date by the

aggregate Pool Stated Principal Balance of the CB Crossed Loan Groups with

respect to such Distribution Date.

CB Crossed Loan Group Subordinate Percentage: As to any Distribution

Date, the aggregate Class Certificate Balance of the Class CB Certificates

divided by the aggregate Pool Stated Principal Balance for Loan Group 1 and Loan

Group 2.

Certificate: Any of the Banc of America Funding Corporation Mortgage

Pass-Through Certificates, Series 2004-B that are issued pursuant to this

Agreement.

Certificate Balance: With respect to any Certificate (other than the

Class X, Class 7-CE, Class 7-R and Class 7-LR Certificates) 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. The Class X, Class 7-CE, Class 7-R and

Class 7-LR Certificates have no Certificate Balance.

Certificate Custodian: Initially, Wells Fargo Bank, N.A.; thereafter

any other Certificate Custodian acceptable to the Depository and selected by the

Securities Administrator.

Certificate Owner: With respect to a Book-Entry Certificate, the

Person who is the beneficial owner of a Book-Entry Certificate. With respect to

any Definitive Certificate, the Certificateholder of such Certificate.

Certificate Register: The register maintained pursuant to Section

6.02.

Certificate Registrar: The registrar appointed pursuant to Section

6.02.

Certificateholder: The Person in whose name a Certificate is

registered in the Certificate Register, except that, solely for the purpose of

giving any consent pursuant to this Agreement, any Certificate registered in the

name of the Depositor or the Master Servicer or any affiliate thereof shall be

deemed not to be outstanding and the Percentage Interest and Voting Rights

evidenced thereby shall not be taken into account in determining whether the

requisite amount of Percentage Interests or Voting Rights, as the case may be,

necessary to effect any such consent has been obtained, unless such entity is

the registered owner of the entire Class of Certificates, provided that the

Securities Administrator shall not be responsible for knowing that any

Certificate is registered in the name of an affiliate of the Depositor or the

Master Servicer unless one of its Responsible Officers has actual knowledge

thereof.

Certification: As defined in Section 3.23.

Class: As to the Certificates, the Class 1-A-1, Class 1-A-2, Class

1-X-1, Class 1-X-2, Class 2-A-1, Class 2-A-2, Class 3-A-1, Class 3-A-2, Class

3-A-R, Class 3-A-MR, Class 3-A-LR, Class 3-X-1, Class 3-X-2, Class 4-A-1, Class

4-A-2, Class 4-X-1, Class 4-X-2, Class 5-A-1, Class 6-A-1, Class 6-X-1, Class

7-A-1, Class 7-CE, Class 7-R, Class 7-LR, Class 7-M-1, Class 7-M-2, Class 7-M-3,

Class CB-1, Class CB-2, Class CB-3, Class CB-4, Class CB-5, Class CB-6, Class

DB-1, Class DB-2, Class DB-3, Class DB-4, Class DB-5, Class DB-6, Class 6-B-1,

Class 6-B-2, Class 6-B-3, Class 6-B-4, Class 6-B-5 and Class 6-B-6 Certificates,

as the case may be.

Class 1-X-1 Notional Amount: As to any Distribution Date and the

Class 1-X-1 Certificates, the Class Certificate Balance of the Class 1-A-1

Certificates.

Class 1-X-2 Notional Amount: As to any Distribution Date and the

Class 1-X-2 Certificates, the Class Certificate Balance of the Class 1-A-2

Certificates.

Class 3-X-1 Notional Amount: As to any Distribution Date and the

Class 3-X-1 Certificates, the Class Certificate Balance of the Class 3-A-1

Certificates.

Class 3-X-2 Notional Amount: As to any Distribution Date and the

Class 3-X-2 Certificates, the Class Certificate Balance of the Class 3-A-2

Certificates.

Class 4-X-1 Notional Amount: As to any Distribution Date and the

Class 4-X-1 Certificates, the Class Certificate Balance of the Class 4-A-1

Certificates.

Class 4-X-2 Notional Amount: As to any Distribution Date and the

Class 4-X-2 Certificates, the Class Certificate Balance of the Class 4-A-2

Certificates.

Class 6-B Certificates: The Class 6-B-1, Class 6-B-2, Class 6-B-3,

Class 6-B-4, Class 6-B-5 and Class 6-B-6 Certificates.

Class 6-X-1 Notional Amount: As to any Distribution Date and the

Class 6-X-1 Certificates, the Class Certificate Balance of the Class 6-A-1

Certificates.

Class 7-CE Distributable Amount: With respect to any Distribution

Date, the sum of (i) the interest accrued on such Class 7-CE Certificate at its

Pass-Through Rate calculated on its Notional Amount less the amount (without

duplication) of Cap Carryover Amounts paid pursuant to Section 5.03(c)(xii),

(ii) any remaining Aggregate Overcollateralization Release Amounts, (iii) the

aggregate of amounts remaining in the Reserve Account after the distributions in

Section 3.09(h)(i)(A).

Class 7-CE Uncertificated Principal Balance: As of any date of

determination, the Initial Overcollateralization Amount minus the sum of (i) any

Realized Losses allocated thereto and (ii) any amounts distributed (or deemed

distributed) to the Class 7-CE Certificates with respect thereto.

Class 7-M-1 Principal Distribution Amount: As of any Distribution

Date on or after the Stepdown Date and as long as a Trigger Event is not in

effect, the excess of (x) the sum of (i) the Class Certificate Balance of the

Class 7-A-1 Certificates (after taking into account the payment of the Group 7

Senior Principal Distribution Amount on such Distribution Date) and (ii) the

Class Certificate Balance of the Class 7-M-1 Certificates immediately prior to

such Distribution Date over (y) the lesser of (A) the product of (i) 90.80% and

(ii) the Pool Stated Principal Balance for Loan Group 7 as of the Due Date in

the month of such Distribution Date and (B) the amount by which the Pool Stated

Principal Balance for Loan Group 7 as of the Due Date in the month of such

Distribution Date exceeds the product of (i) 0.55% and (ii) the Cut-off Date

Pool Principal Balance for Loan Group 7.

Class 7-M-1 Realized Loss Amortization Amount: As to the Class 7-M-1

Certificates and as of any Distribution Date, the lesser of (x) the Unpaid

Realized Loss Amount for the Class 7-M-1 Certificates as of such Distribution

Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the

sum of the amounts described in Section 5.03(c)(i) through (iv) hereof, in each

case for such Distribution Date.

Class 7-M-2 Principal Distribution Amount: As of any Distribution

Date on or after the Stepdown Date and as long as a Trigger Event is not in

effect, the excess of (x) the sum of (i) the Class Certificate Balance of the

Class 7-A-1 Certificates (after taking into account the payment of the Group 7

Senior Principal Distribution Amount on such Distribution Date), (ii) the Class

Certificate Balance of the Class 7-M-1 Certificates (after taking into account

the payment of the Class 7-M-1 Principal Distribution Amount on such

Distribution Date) and (iii) the Class Certificate Balance of the Class 7-M-2

Certificates immediately prior to such Distribution Date over (y) the lesser of

(A) the product of (i) 95.40% and (ii) the Pool Stated Principal Balance for

Loan Group 7 as of the Due Date in the month of such Distribution Date and (B)

the amount by which the Pool Stated Principal Balance for Loan Group 7 as of the

Due Date in the month of such Distribution Date exceeds the product of (i) 0.55%

and (ii) the Cut-off Date Pool Principal Balance for Loan Group 7.

Class 7-M-2 Realized Loss Amortization Amount: As to the Class 7-M-2

Certificates and as of any Distribution Date, the lesser of (x) the Unpaid

Realized Loss Amount for the Class 7-M-2 Certificates as of such Distribution

Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the

sum of the amounts described in Section 5.03(c)(i) through (vii) hereof, in each

case for such Distribution Date.

Class 7-M-3 Principal Distribution Amount: As of any Distribution

Date on or after the Stepdown Date and as long as a Trigger Event is not in

effect, the excess of (x) the sum of (i) the Class Certificate Balance of the

Class 7-A-1 Certificates (after taking into account the payment of the Group 7

Senior Principal Distribution Amount on such Distribution Date), (ii) the Class

Certificate Balance of the Class 7-M-1 Certificates (after taking into account

the payment of the Class 7-M-1 Principal Distribution Amount on such

Distribution Date), (iii) the Class Certificate Balance of the Class 7-M-2

Certificates (after taking into account the payment of the Class 7-M-2 Principal

Distribution Amount on such Distribution Date), and (iv) the Class Certificate

Balance of the Class 7-M-3 Certificates immediately prior to such Distribution

Date over (y) the lesser of (A) the product of (i) 98.90% and (ii) the Pool

Stated Principal Balance for Loan Group 7 as of the Due Date in the month of

such Distribution Date and (B) the amount by which the Pool Stated Principal

Balance for Loan Group 7 as of the Due Date in the month of such Distribution

Date exceeds the product of (i) 0.55% and (ii) the Cut-off Date Pool Principal

Balance for Loan Group 7.

Class 7-M-3 Realized Loss Amortization Amount: As to the Class 7-M-3

Certificates and as of any Distribution Date, the lesser of (x) the Unpaid

Realized Loss Amount for the Class 7-M-3 Certificates as of such Distribution

Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the

sum of the amounts described in Section 5.03(c)(i) through (x) hereof, in each

case for such Distribution Date.

Class A Certificates: The Class 1-A-1, Class 1-A-2, Class 2-A-1,

Class 2-A-2, Class 3-A-1, Class 3-A-2, Class 3-A-R, Class 3-A-MR, Class 3-A-LR,

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

Class B Certificates: The Class CB Certificates, the Class DB

Certificates and the Class 6-B Certificates.

Class CB Certificates: The Class CB-1, Class CB-2, Class CB-3, Class

CB-4, Class CB-5 and Class CB-6 Certificates.

Class CB Subordinate Balance Ratio: As of any date of determination,

the ratio between the principal balances of the Class 1-LS Interest and the

Class 2-LS Interest, equal to the ratio between the Group Subordinate Amount of

Loan Group 1 and the Group Subordinate Amount of Loan Group 2.

Class Certificate Balance: Class Certificate Balance means, with

respect to (i) any Class of Shifting Interest Certificates (other than the Class

X Certificates) and any date of determination, and subject to Section 5.04(g),

the Initial Class Certificate Balance of such Class minus (A) the sum of (i) all

distributions of principal made with respect thereto and (ii) all reductions in

Class Certificate Balance previously allocated thereto pursuant to Section

5.04(a) plus (B) the sum of (i) all increases in the Class Certificate Balance

previously allocated thereto pursuant to Section 5.04(a) plus (C) in the case of

the Class 6-A-1 Certificates and Class 6-B Certificates, the portion of Net

Negative Amortization for the Group 6 Mortgage Loans and allocated to the

related Class of Certificates pursuant to Section 5.04(h) and (ii) any Class of

Offered Group 7 Certificates and any Distribution Date, the Initial Class

Certificate Balance of such Class (a) reduced by the sum of (i) all amounts

actually distributed in respect of principal of such Class on all prior

Distribution Dates and (ii) Applied Realized Loss Amounts allocated thereto for

previous Distribution Dates pursuant to Section 5.05 and (b) increased by any

Recoveries allocated to such Class for previous Distribution Dates. The Class X

Certificates are Interest-Only Certificates and have no Class Certificate

Balance. The Class 7-CE, Class 7-R and Class 7-LR Certificates do not have a

Class Certificate Balance.

Class DB Certificates: The Class DB-1, Class DB-2, Class DB-3, Class

DB-4, Class DB-5 and Class DB-6 Certificates.

Class DB Subordinate Balance Ratio: As of any date of determination,

the ratio among the principal balances of the Class 3-LS Interest, the Class

4-LS Interest and the Class 5-LS Interest, equal to the ratio among the Group

Subordinate Amount of Loan Group 3, the Group Subordinate Amount of Loan Group 4

and the Group Subordinate Amount of Loan Group 5.

Class Interest Shortfall: For any Distribution Date and each

interest-bearing Class of Shifting Interest Certificates, the amount by which

Accrued Certificate Interest for such Class (as reduced pursuant to Section

5.02(c)) exceeds the amount of interest actually distributed on such Class on

such Distribution Date pursuant to clause (i) of the definition of "Interest

Distribution Amount."

Class M Certificate: Any one of the Certificates with an "M"

designated on the face thereof substantially in the form annexed hereto as

Exhibit B-7-M-1, Exhibit B-7-M-2 and Exhibit B-7-M-3, executed by the Securities

Administrator on behalf of the Trust and authenticated and delivered by the

Securities Administrator, representing the right to distributions as set forth

herein and therein.

Class M Certificateholders: Collectively, the Holders of the Class M

Certificates.

Class Unpaid Interest Shortfall: As to any Distribution Date and

each interest-bearing Class of Shifting Interest Certificates, the amount by

which the aggregate Class Interest Shortfalls for such Class on prior

Distribution Dates exceeds the amount of interest actually distributed on such

Class on such prior Distribution Dates pursuant to clause (ii) of the definition

of "Interest Distribution Amount."

Class X Certificates: The Class 1-X-1, Class 1-X-2, Class 3-X-1,

Class 3-X-2, Class 4-X-2, Class 4-X-2 and Class 6-X-1 Certificates.

Closing Date: October 29, 2004.

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

COFI Index: A rate per annum that is defined to be the monthly

weighted-average interest rate paid by 11th Federal Home Loan Bank District

savings institutions for savings and checking accounts, advances from the

Federal Home Loan Bank of San Francisco, and other sources of funds, as

published by the Federal Home Loan Bank of San Francisco and most recently

available 15 days before the applicable Rate Adjustment Date

Compensating Interest: With respect to any Distribution Date and

Servicer, an amount equal to the lesser of (a) the aggregate Servicing Fee

payable to such Servicer for the Mortgage Loans serviced by such Servicer as of

the Due Date in the month preceding the month of such Distribution Date and (b)

the aggregate Prepayment Interest Shortfall for the Mortgage Loans serviced by

such Servicer for such Distribution Date. To the extent that Compensating

Interest for a Servicer is calculated pursuant to clause (a) of the previous

sentence, such Compensating Interest shall be allocated to the CB Crossed Loan

Groups in the aggregate, the DB Crossed Loan Groups in the aggregate, Loan Group

6 and Loan Group 7, pro rata, based on the aggregate Prepayment Interest

Shortfalls for such Distribution Date on the Mortgage Loans in such Loan Group

or Loan Groups, as the case may be, serviced by such Servicer.

Corporate Trust Office: With respect to the Trustee, the principal

office of the Trustee, which office at the date of the execution of this

instrument is located at 401 South Tryon Street, Charlotte, North Carolina,

28288-1179 Attention: Structured Finance Trust Services, BAFC, Series 2004-B, or

at such other address as the Trustee may designate from time to time by notice

to the Certificateholders, the Depositor, the Securities Administrator and the

Master Servicer. With respect to the Securities Administrator, the principal

corporate trust office of the Securities Administrator at which at any

particular time its corporate trust business with respect to this Agreement is

conducted, which office at the date of the execution of this instrument is

located at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention:

Corporate Trust Services - BAFC 2004-B, and for certificate transfer purposes is

located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,

Attention: Corporate Trust Services - BAFC 2004-B, or at such other address as

the Securities Administrator may designate from time to time by notice to the

Certificateholders, the Depositor, the Trustee and the Master Servicer.

Corresponding Classes: With respect to the Group 7 Lower-Tier REMIC

and the Group 7 Upper-Tier REMIC, the following Classes shall be Corresponding

Classes:

Corresponding Group 7 Corresponding Group 7

Lower-Tier Class Upper-Tier Class

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

LT1A1 Class 7-A-1 Certificates

LT1M1 Class 7-M-1 Certificates

LT1M2 Class 7-M-2 Certificates

LT1M3 Class 7-M-3 Certificates

Corresponding Upper-Tier Class or Classes: As to each of the

following Uncertificated Middle-Tier Interests, the Corresponding Upper-Tier

Class or Classes, as follows:

Uncertificated Middle-Tier Interest Corresponding Upper-Tier Class or Classes

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

Class 1-A-M1 Interest Class 1-A-1 and Class 1-X-1 Certificates

Class 1-A-M2 Interest Class 1-A-2 and Class 1-X-2 Certificates

Class 2-A-M1 Interest Class 2-A-1 and Class 2-A-2 Certificates

Class 3-A-M1 Interest Class 3-A-1 and Class 3-X-1 Certificates

Class 3-A-M2 Interest Class 3-A-2 and Class 3-X-2 Certificates

Class 3-A-MUR Interest Class 3-A-R Certificate

Class 4-A-M1 Interest Class 4-A-1 and Class 4-X-1 Certificates

Class 4-A-M2 Interest Class 4-A-2 and Class 4-X-2 Certificates

Class 5-A-M1 Interest Class 5-A-1 Certificates

Class 6-A-M1 Interest Class 6-A-1 and Class 6-X-1 Certificates

Class CB-M1 Interest Class CB-1 Certificates

Class CB-M2 Interest Class CB-2 Certificates

Class CB-M3 Interest Class CB-3 Certificates

Class CB-M4 Interest Class CB-4 Certificates

Class CB-M5 Interest Class CB-5 Certificates

Class CB-M6 Interest Class CB-6 Certificates

Class DB-M1 Interest Class DB-1 Certificates

Class DB-M2 Interest Class DB-2 Certificates

Class DB-M3 Interest Class DB-3 Certificates

Class DB-M4 Interest Class DB-4 Certificates

Class DB-M5 Interest Class DB-5 Certificates

Class DB-M6 Interest Class DB-6 Certificates

Class 6-B-M1 Interest Class 6-B-1 Certificates

Class 6-B-M2 Interest Class 6-B-2 Certificates

Class 6-B-M3 Interest Class 6-B-3 Certificates

Class 6-B-M4 Interest Class 6-B-4 Certificates

Class 6-B-M5 Interest Class 6-B-5 Certificates

Class 6-B-M6 Interest Class 6-B-6 Certificates

Countrywide Servicing Agreement: The Master Mortgage Loan Purchase

and Servicing Agreement, dated as of April 1, 2003, by and between BANA (as

successor in interest to Banc of America Mortgage Capital Corporation), and

Countrywide Home Loans, Inc., (as amended by (i) that certain Amendment No. 1,

dated as of July 1, 2003, by and among Banc of America Mortgage Capital

Corporation, Countrywide Home Loans, Inc. and BANA and (ii) that certain

Amendment No. 2, dated as of September 1, 2004, by and among Banc of America

Mortgage Capital Corporation, Countrywide Home Loans, Inc. and BANA).

Custodial Agreement: The Wachovia Custodial Agreement or the

Treasury Bank Custodial Agreement.

Custodian: Initially, the Trustee, with respect to the Wachovia

Custodial Agreement and Treasury Bank, with respect to the Treasury Bank

Custodial Agreement and thereafter the Custodian, if any, hereafter appointed by

the Trustee pursuant to Section 9.12. The Custodian may (but need not) be the

Trustee or any Person directly or indirectly controlling or controlled by or

under common control of either of them. None of any Servicer, the Depositor or

any Person directly or indirectly controlling or controlled by or under common

control with any such Person may be appointed Custodian.

Customary Servicing Procedures: With respect to each Servicer,

procedures (including collection procedures) that such 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: October 1, 2004.

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 $127,665,245.08 for Loan Group 1, $93,647,096.62 for Loan

Group 2, $164,959,901.43 for Loan Group 3, $97,003,262.99 for Loan Group 4,

$114,755,823.68 for Loan Group 5, $98,720,880.05 for Loan Group 6 and

$158,127,135.17 for Loan Group 7.

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.

DB Crossed Group: Any of Group 3, Group 4 or Group 5.

DB Crossed Loan Group: Any of Loan Group 3, Loan Group 4 or Loan

Group 5.

DB Crossed Loan Group 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 of

the DB Crossed Groups immediately prior to such Distribution Date by the

aggregate Pool Stated Principal Balance of the DB Crossed Loan Groups with

respect to such Distribution Date.

DB Crossed Loan Group Subordinate Percentage: As to any Distribution

Date, the aggregate Class Certificate Balance of the Class DB Certificates

divided by the aggregate Pool Stated Principal Balance for Loan Group 3, Loan

Group 4 and Loan Group 5.

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 related 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 related

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.

Deferred Interest: With respect to any Mortgage Loan identified on

the Mortgage Loan Schedule as having the possibility of negative amortization,

the excess, if any, of interest accrued since the previous Due Date at the

applicable Mortgage Interest Rate over the Monthly Payment due on the related

Due Date.

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 related 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 related

Servicer in accordance with the terms of such Mortgage Loan as in effect on the

Cut-off Date.

Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the

subject of a Deficient Valuation.

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

Depositor: Banc of America Funding Corporation, a Delaware

corporation, or its successor in interest, as depositor of the Trust Estate.

Depository: The Depository Trust Company, the nominee of which is

Cede & Co., as the registered Holder of the Book-Entry Certificates or any

successor thereto appointed in accordance with this Agreement. The Depository

shall at all times be a "clearing corporation" as defined in Section 8-102(3) of

the Uniform Commercial Code of the State of New York.

Depository Participant: A broker, dealer, bank or other financial

institution or other Person for whom from time to time a Depository effects

book-entry transfers and pledges of securities deposited with the Depository.

Determination Date: With respect to any Distribution Date and for

each Servicer, as defined in the applicable Servicing Agreement.

Distribution Account: The Eligible Account created and maintained by

the Securities Administrator pursuant to Section 3.09(c) in the name of the

Securities Administrator for the benefit of the Certificateholders and

designated "Wells Fargo Bank, N.A., as Securities Administrator for Wachovia

Bank, National Association, as Trustee, in trust for registered holders of Banc

of America Funding Corporation Mortgage Pass-Through Certificates, Series

2004-B." The Distribution Account shall be deemed to consist of ten

sub-accounts; one for each Loan Group and three sub-accounts referred to herein

as the Middle-Tier Sub Account, the Upper-Tier Certificate Sub-Account and the

Group 7 Upper-Tier Certificate Sub-Account, respectively. Funds in the

Distribution Account shall be held in trust for the Holders of the Certificates

for the uses and purposes set forth in this Agreement.

Distribution Date: The 20th day of each month beginning in November

2004 (or, if such day is not a Business Day, the next Business Day).

Document Transfer Event: The 60th day following the day on which

either (i) Wells Fargo Bank is no longer the Servicer of any of the Mortgage

Loans purchased by the Seller pursuant to the Wells Fargo Servicing Agreement or

(ii) the senior, unsecured long-term debt rating of Wells Fargo & Company is

less than "BBB-" by Fitch Ratings.

Due Date: As to any Distribution Date and each Mortgage Loan, the

first day in the calendar month of such Distribution Date.

Eligible Account: Any of (i) an account or accounts maintained with

a federal or state chartered depository institution or trust company the

short-term unsecured debt obligations of which (or, in the case of a depository

institution or trust company that is the principal subsidiary of a holding

company, the debt obligations of such holding company) have the highest

short-term ratings of each Rating Agency at the time any amounts are held on

deposit therein, or (ii) an account or accounts in a depository institution or

trust company in which such accounts are insured by the FDIC (to the limits

established by the FDIC) and the uninsured deposits in which accounts are

otherwise secured such that, as evidenced by an Opinion of Counsel delivered to

the Trustee, the Securities Administrator and to each Rating Agency, the

Certificateholders have a claim with respect to the funds in such account or a

perfected first priority security interest against any collateral (which shall

be limited to Permitted Investments) securing such funds that is superior to

claims of any other depositors or creditors of the depository institution or

trust company in which such account is maintained, or (iii) a trust account or

accounts maintained with the trust department of a federal or state chartered

depository institution or trust company (including the Trustee and the

Securities Administrator), acting in its fiduciary capacity or (iv) any other

account acceptable to each Rating Agency. Eligible Accounts may bear interest

and may include, if otherwise qualified under this definition, accounts

maintained with the Trustee or the Securities Administrator.

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

amended.

ERISA Restricted Certificates: Any of the Class 7-CE, Class CB-4,

Class CB-5, Class CB-6, Class DB-1, Class DB-2, Class DB-3, Class DB-4, Class

DB-5, Class DB-6, Class 6-B-4, Class 6-B-5 or Class 6-B-6 Certificates.

Escrow Account: As defined in Section 3.10.

Escrow Payments: The amounts constituting taxes, assessments,

Primary Mortgage Insurance Policy premiums, fire and hazard insurance premiums

and other payments as may be required to be escrowed by the Mortgagor with the

mortgagee pursuant to the terms of any Mortgage Note or Mortgage.

Event 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

related Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan

pursuant to Section 3.12(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.

Extra Principal Distribution Amount: As of any Distribution Date,

the lesser of (x) the Monthly Excess Interest Amount for such Distribution Date

and (y) the Overcollateralization Deficiency for such Distribution Date.

FDIC: The Federal Deposit Insurance Corporation, or any successor

thereto.

FHLMC: The Federal Home Loan Mortgage 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.

Financial Market Service: Bloomberg Financial Service and any other

financial information provider designated by the Depositor by written notice to

the Securities Administrator.

FIRREA: The Financial Institutions Reform, Recovery and Enforcement

Act of 1989, as amended.

Fitch: Fitch Ratings, or any successor thereto.

FNMA: Fannie Mae, or any successor thereto.

Form 10-K: As defined in Section 3.23(a).

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

Grantor Trust: That portion of the Trust exclusive of the REMICs

consisting of (a) the right of the Offered Group 7 Certificates to receive Cap

Carryover Amounts, (b) each Yield Maintenance Agreement, the Reserve Account and

the beneficial interest of the Class 7-CE Certificates with respect thereto and

GreenPoint Servicing Agreement: The Flow Sale and Servicing

Agreement, dated as of September 1, 2004, by and between BANA and GreenPoint

Mortgage Funding, Inc., as amended by that certain Amendment No. 1, dated as of

October 1, 2004, by and between BANA and GreenPoint Mortgage Funding, Inc.

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, Group 3, Group 4, Group 5, Group 6

or Group 7.

Group 1: The Group 1 Senior Certificates.

Group 1 Lower-Tier Rate: For each Distribution Date, a per annum

rate equal to the Net WAC for the Group 1 Mortgage Loans.

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

hereto.

Group 1 Senior Certificates: Class 1-A-1, Class 1-A-2, Class 1-X-1

and Class 1-X-2 Certificates.

Group 2: The Group 2 Senior Certificates.

Group 2 Lower-Tier Rate: For each Distribution Date, a per annum

rate equal to the Net WAC for the Group 2 Mortgage Loans.

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

hereto.

Group 2 Senior Certificates: Class 2-A-1 and Class 2-A-2

Certificates.

Group 3: The Group 3 Senior Certificates.

Group 3 Lower-Tier Rate: For each Distribution Date, a per annum

rate equal to the Net WAC for the Group 3 Mortgage Loans.

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

hereto.

Group 3 Senior Certificates: Class 3-A-1, Class 3-A-2, Class 3-A-R,

Class 3-A-MR, Class 3-A-LR, Class 3-X-1 and Class 3-X-2 Certificates.

Group 4: The Group 4 Senior Certificates.

Group 4 Lower-Tier Rate: For each Distribution Date, a per annum

rate equal to the Net WAC for the Group 4 Mortgage Loans.

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

hereto.

Group 4 Senior Certificates: Class 4-A-1, Class 4-A-2, Class 4-X-1

and Class 4-X-2 Certificates.

Group 5: The Group 5 Senior Certificates.

Group 5 Lower-Tier Rate: For each Distribution Date, a per annum

rate equal to the Net WAC for the Group 5 Mortgage Loans.

Group 5 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-5

hereto.

Group 5 Senior Certificates: Class 5-A-1 Certificates.

Group 6: The Group 6 Senior Certificates and Class 6-B Certificates.

Group 6 Lower-Tier Rate: For each Distribution Date, a per annum

rate equal to the Adjusted Net WAC for the Group 6 Mortgage Loans.

Group 6 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-6

hereto.

Group 6 Senior Certificates: Class 6-A-1 and Class 6-X-1

Certificates.

Group 7: The Group 7 Senior Certificates and the Class M

Certificates.

Group 7 Cap: As of any Distribution Date and the Offered Group 7

Certificates, a per annum rate equal to the lesser of (i) 11.00% and (ii) the

Net WAC for the Group 7 Mortgage Loans.

Group 7 Certificates: The Group 7 Senior Certificates, the Class M

Certificates, the Class 7-CE Certificates, the Class 7-R Certificates and the

Class 7-LR Certificates.

Group 7 Interest Remittance Amount: As of any Distribution Date, the

sum, without duplication, of (i) all interest due and collected or advanced with

respect to the payments due on the Group 7 Mortgage Loans on the Due Date in the

calendar month in which such Distribution Date occurs and received by the

Servicers on or prior to the Determination Date for such Distribution Date (less

the Servicing Fees and Securities Administrator Fees for such Mortgage Loans,

amounts available for reimbursement of Advances pursuant to the applicable

Servicing Agreement or this Agreement and expenses and indemnities reimbursable

pursuant to this Agreement or the Servicing Agreements), (ii) all Compensating

Interest paid by the Servicers for such Distribution Date with respect to the

Group 7 Mortgage Loans, (iii) the portion of any payment in connection with any

Principal Prepayment, substitution, Repurchase Price, Insurance Proceeds or Net

Liquidation Proceeds relating to interest with respect to such Mortgage Loans

received during the prior calendar month, (iv) on the Distribution Date on which

the Group 7 Mortgage Loans and related REO Property are sold at auction in

accordance with Section 10.01 hereof, that portion of the Termination Price in

respect of interest and (v) any Reimbursement Amount relating to the Group 7

Mortgage Loans received during the prior calendar month.

Group 7 Lower-Tier Distribution Amount: As defined in Section

5.11(b).

Group 7 Lower-Tier REMIC: As defined in the Preliminary Statement,

the segregated asset pool, the assets of which consist of the Group 7 Mortgage

Loans, such amounts as shall from time to time be held in respect of the Group 7

Mortgage Loans in the Distribution Account (other than amounts held in respect

of the Group 7 Upper-Tier Certificate Sub-Account), the insurance policies, if

any, relating to a Group 7 Mortgage Loan and the Mortgaged Property which

secured a Group 7 Mortgage Loan and which has been acquired by foreclosure or

deed in lieu of foreclosure.

Group 7 Lower-Tier Rate: For each Distribution Date, a per annum

rate equal to the Net WAC for the Group 7 Mortgage Loans.

Group 7 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-7

hereto.

Group 7 Principal Distribution Amount: As to any Distribution Date,

the sum of (i) the Group 7 Principal Remittance Amount minus the

Overcollateralization Release Amount, if any, and (ii) the Extra Principal

Distribution Amount, if any.

Group 7 Principal Remittance Amount: With respect to any

Distribution Date and Group 7 Mortgage Loans, to the extent of funds available

therefor, the sum (less amounts available for reimbursement to the Servicers of

Advances and expenses pursuant to the applicable Servicing Agreement, amounts

reimbursable or payable to the Master Servicer, Securities Administrator or

Trustee pursuant to this Agreement of: (i) each payment of principal on a

Mortgage Loan due on the Due Date in the month of such Distribution Date and

received by the Servicers on or prior to the related Determination Date, and any

Advances with respect thereto, (ii) all Principal Prepayments received by the

applicable Servicer during the prior calendar month, (iii) Insurance Proceeds,

Net Liquidation Proceeds and Recoveries allocable to principal actually

collected by the applicable Servicer during the prior calendar month, (iv) with

respect to Defective Mortgage Loans repurchased with respect to the prior

calendar month, the portion of the Repurchase Price allocable to principal, (v)

any Substitution Adjustment Amounts paid during the prior calendar month and

(vi) on the Distribution Date on which the Group 7 Mortgage Loans and related

REO Property are sold at auction in accordance with Section 10.01 hereof, that

portion of the Termination Price in respect of principal.

Group 7 Senior Certificates: Class 7-A-1 Certificates.

Group 7 Senior Principal Distribution Amount: With respect to any

Distribution Date, (i) before the Stepdown Date or as to which a Trigger Event

is in effect, the lesser of (a) the Class Certificate Balance of the Class 7-A-1

Certificates immediately prior to such Distribution Date and (b) the Group 7

Principal Distribution Amount and (ii) on or after the Stepdown Date and as long

as a Trigger Event is not in effect, the excess of (a) the Class Certificate

Balance of the Class 7-A-1 Certificates immediately prior to such Distribution

Date over (b) the lesser of (x) the product of (i) 84.50% and (ii) the Pool

Stated Principal Balance for Loan Group 7 as of the Due Date in the month of

such Distribution Date and (y) the amount by which the Pool Stated Principal

Balance for Loan Group 7 as of the Due Date in the month of such Distribution

Date exceeds the product of (i) 0.55% and (ii) the Cut-off Date Pool Principal

Balance for Loan Group 7.

Group 7 Upper-Tier Certificate Sub-Account: The sub-account of the

Distribution Account designated by the Securities Administrator pursuant to

Section 3.09(g).

Group 7 Upper-Tier REMIC: As defined in the Preliminary Statement,

the segregated asset pool, the assets of which consist of the Group 7

Uncertificated Lower-Tier Interests and such amounts as shall from time to time

be deemed to be held in the Group 7 Upper-Tier Certificate Sub-Account.

Group Subordinate Amount: With respect to any Distribution Date and

any Shifting Interest 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, the Trustee, the

Securities Administrator, the Master Servicer and the Servicers, (ii) does not

have any direct financial interest or any material indirect financial interest

in the Depositor, the Trustee, the Securities Administrator, the Master Servicer

or the Servicers or in an affiliate of any of them, and (iii) is not connected

with the Depositor, the Trustee, the Securities Administrator, the Master

Servicer or the Servicers as an officer, employee, promoter, underwriter,

trustee, partner, director or person performing similar functions.

Index: As to any Mortgage Loan and Rate Adjustment Date, any of the

One-Year CMT Index, the One-Year LIBOR Index, the Six-Month LIBOR Index or the

COFI Index. The Index applicable to each Mortgage Loan will be indicated on the

Mortgage Loan Schedule. In the event that any such Index is no longer available,

the applicable Servicer will select a substitute Index in accordance with the

terms of the related Mortgage Note and in compliance with federal and state law.

Initial Class Certificate Balance: As to each Class of Certificates,

the Class Certificate Balance set forth in the Preliminary Statement.

Initial Notional Amount: As to each Class of Interest-Only

Certificates, the Notional Amount set forth in the Preliminary Statement.

Initial Overcollateralization Amount: $870,135.17.

Insurance Policy: With respect to any Mortgage Loan included in the

Trust Estate, any related insurance policy, including all riders and

endorsements thereto in effect, including any replacement policy or policies for

any Insurance Policies.

Insurance Proceeds: Proceeds paid by an insurer pursuant to any

Insurance Policy, in each case other than any amount included in such Insurance

Proceeds in respect of Insured Expenses.

Insured Expenses: Expenses covered by an Insurance Policy or any

other insurance policy with respect to the Mortgage Loans.

Interest Accrual Period: As to any Distribution Date and each Class

of Shifting Interest 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.

As to each Distribution Date and each Class of Offered Group 7 Certificates, the

period from and including the 20th day of the calendar month preceding the

calendar month of such Distribution Date, or in the case of the first

Distribution Date, from the Closing Date, through and including the 19th day of

the calendar month of such Distribution Date. Notwithstanding the foregoing, for

purposes of calculating Accrued Certificate Interest, each Interest Accrual

Period (other than the first Interest Accrual Period, with respect to the

Offered Group 7 Certificates), shall be deemed to consist of 30 days.

Interest Carry Forward Amount: For any Class of Offered Group 7

Certificates and any Distribution Date, the sum of (a) the excess, if any, of

the Accrued Certificate Interest and any Interest Carry Forward Amount for the

prior Distribution Date, over the amount in respect of interest actually

distributed on such Class on such prior Distribution Date and (b) interest on

such excess at the applicable Pass-Through Rate for the related Interest Accrual

Period.

Interest Distribution Amount: For any Distribution Date and each

Class of Shifting Interest Certificates, the sum of (i) the Accrued Certificate

Interest, subject to reduction pursuant to Section 5.02(c) and (ii) any Class

Unpaid Interest Shortfall for such Class.

Interest-Only Certificates: Any Class of Certificates entitled to

distributions of interest, but no distributions of principal. The Class X

Certificates are the only Classes of Interest-Only Certificates.

LIBOR Business Day: Any day on which banks in the London, England

and The City of New York are open and conducting transactions in foreign

currency and exchange.

LIBOR Determination Date: With respect to the Offered Group 7

Certificates and each Interest Accrual Period (after the first Interest Accrual

Period), the second LIBOR Business Day prior to the day on which such Interest

Accrual Period commences.

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

related Servicer has certified (in accordance with the related Servicing

Agreement) that it has received all proceeds it expects to receive in connection

with the liquidation of such Mortgage Loan including the final disposition of an

REO Property.

Liquidation Proceeds: Amounts, including Insurance Proceeds,

received in connection with the partial or complete liquidation of defaulted

Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or

amounts received in connection with any condemnation or partial release of a

Mortgaged Property and any other proceeds received in connection with an REO

Property, less the sum of related unreimbursed Servicing Fees and Advances.

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

Group 4, Loan Group 5, Loan Group 6 or Loan Group 7.

Loan Group 1: The Group 1 Mortgage Loans.

Loan Group 2: The Group 2 Mortgage Loans.

Loan Group 3: The Group 3 Mortgage Loans.

Loan Group 4: The Group 4 Mortgage Loans.

Loan Group 5: The Group 5 Mortgage Loans.

Loan Group 6: The Group 6 Mortgage Loans.

Loan Group 7: The Group 7 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 5.11(a).

Lower-Tier REMIC: As defined in the Preliminary Statement, the

segregated asset pool, the assets of which consist of the Mortgage Loans (other

than the Group 7 Mortgage Loans), such amounts as shall from time to time be

held in the Distribution Account (other than amounts held in respect of the

Middle-Tier Sub-Account or the Upper-Tier Certificate Sub-Account or any amounts

held in respect of the Group 7 Mortgage Loans or in the Group 7 Upper-Tier

Certificate Sub-Account), the insurance policies, if any, relating to a Mortgage

Loan and the Mortgaged Property which secured a Mortgage Loan and which has been

acquired by foreclosure or deed in lieu of foreclosure.

LPMI Policy: A lender-paid Primary Mortgage Insurance Policy.

Marker Rate: With respect to the Class 7-CE Certificates and any

Distribution Date, a per annum rate equal to two (2) times the weighted average

of the Uncertificated REMIC Pass-Through Rates for Regular Interest LT1A1,

Regular Interest LT1M1, Regular Interest LT1M2, Regular Interest LT1M3 and

Uncertificated Group 7 Regular Interest LT1ZZ, (i) with the rate on each such

Uncertificated Group 7 Regular Interest (other than Regular Interest LT1ZZ)

subject to a cap equal to the Pass-Through Rate of its Corresponding Class

(taking into account in determining any such Pass-through Rate the imposition of

the Group 7 Cap as described in footnote 15 to the table in the Preliminary

Statement relating to the Certificates) for the purposes of this calculation and

(ii) with the rate on Regular Interest LT1ZZ subject to a cap of zero for the

purpose of this calculation.

Master Servicer: Wells Fargo Bank, N.A., and its

successors-in-interest and, if a successor master servicer is appointed

hereunder, such successor, as master servicer.

Master Servicer Custodial Account: The Eligible Account created and

maintained by the Master Servicer pursuant to Section 3.09(b) in the name of the

Master Servicer for the benefit of the Certificateholders and designated "Wells

Fargo Bank, N.A., as Master Servicer, in trust for the registered holders of

Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series

2004-B."

Master Servicer Custodial Account Reinvestment Income: For each

Distribution Date, all income and gains net of any losses realized since the

preceding Distribution Date from Permitted Investments of funds in the Master

Servicer Custodial Account.

Master Servicer Indemnified Parties: As defined in Section 3.23(c).

Master Servicer's Certificate: The monthly report required by

Section 4.01.

Master Servicing Officer: With respect to the Master Servicer, any

officer of the Master Servicer involved in, or responsible for, the

administration and master servicing of the Mortgage Loans whose name appears on

a list of servicing officers furnished to the Securities Administrator by the

Master Servicer, as such list may from time to time be amended.

Master Servicing Transfer Costs: All reasonable costs and expenses

incurred by the Trustee in connection with the transfer of master servicing from

a predecessor master servicer, including, without limitation, any costs or

expenses associated with the complete transfer of all master servicing data and

the completion, correction or manipulation of such master servicing data as may

be required by the Trustee to correct any errors or insufficiencies in the

master servicing data or otherwise to enable the Trustee to master service the

Mortgage Loans properly and effectively.

Maximum LT1ZZ Uncertificated Accrued Interest Deferral Amount: With

respect to any Distribution Date, the excess of (a) accrued interest at the

Group 7 Lower-Tier Rate applicable to Regular Interest LT1ZZ for such

Distribution Date on a balance equal to the Uncertificated Principal Balance of

Regular Interest LT1ZZ minus the 7LT Overcollateralized Amount, in each case for

such Distribution Date, over (b) Uncertificated Accrued Interest on Regular

Interest LT1A1, Regular Interest LT1M1, Regular Interest LT1M2 and Regular

Interest LT1M3, each subject to a cap equal to the Pass-Through Rate of the

related Corresponding Class for the purpose of this calculation.

Middle-Tier Certificate Sub-Account: The sub-account of the

Distribution Account designated by the Securities Administrator pursuant to

Section 3.09(g).

Middle-Tier REMIC: As defined in the Preliminary Statement, the

segregated asset pool, the assets of which consist of the Uncertificated

Lower-Tier Interests and such amounts as shall from time to time be deemed to be

held in the Middle-Tier Certificate Sub-Account.

Monthly Excess Cashflow Amount: The sum of the Monthly Excess

Interest Amount, the Overcollateralization Release Amount and (without

duplication) any portion of the Group 7 Principal Distribution Amount remaining

after principal distributions on the Offered Group 7 Certificates.

Monthly Excess Interest Amount: With respect to each Distribution

Date, the amount, if any, by which the Group 7 Interest Remittance Amount for

such Distribution Date exceeds the aggregate amount distributed on such

Distribution Date to the Group 7 Certificates pursuant to paragraphs (i) through

(v) under Section 5.03(a).

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

Monthly Form 8-K: As defined in Section 3.23(a).

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 any related Debt

Service Reduction and any Deficient Valuation that affects the amount of the

monthly payment due on such Mortgage Loan.

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 and any additional documents required

to be added to the Mortgage File pursuant to this Agreement.

Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate

of interest at which interest accrues on the principal balance of such Mortgage

Loan, as adjusted from time to time in accordance with the provisions of the

related Mortgage Note, which rate is (a) prior to the first Rate Adjustment Date

for each such Mortgage Loan, the initial Mortgage Interest Rate for such

Mortgage Loan indicated on the Mortgage Loan Schedule and (b) from and after

such Rate Adjustment Date, the sum of the applicable Index, as of the Rate

Adjustment Date applicable to such Due Date, and the Gross Margin, rounded as

set forth in such Mortgage Note, subject to the Periodic Cap and the Rate

Ceiling applicable to such Mortgage Loan at any time during the life of such

Mortgage Loan.

Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase

Agreement, dated October 29, 2004, between Bank of America, National

Association, as seller, and the Depositor, as purchaser.

Mortgage Loan Schedule: The list of Mortgage Loans (as from time to

time amended by the Master Servicer to reflect the addition of Substitute

Mortgage Loans and the deletion of Defective Mortgage Loans pursuant to the

provisions of this Agreement) transferred to the Trustee as part of the Trust

Estate and from time to time subject to this Agreement, attached hereto as

Exhibit D-1, Exhibit D-2, Exhibit D-3, Exhibit D-4, Exhibit D-5, Exhibit D-6 and

Exhibit D-7 setting forth the following information with respect to each

Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a code indicating

whether the Mortgaged Property is owner-occupied; (iii) the property type for

each Mortgaged Property; (iv) the original months to maturity or the remaining

months to maturity from the Cut-off Date; (v) the Loan-to-Value Ratio at

origination; (vi) the Mortgage Interest Rate as of the Cut-off Date; (vii) the

date on which the first Monthly Payment was due on the Mortgage Loan, and, if

such date is not the Due Date 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 Payment Cap,

if any; (xx) the Gross Margin; (xxi) the Index; (xxii) whether such Mortgage

Loan is subject to Negative Amortization; (xxiii) the closing date of such

Mortgage Loan; and (xxiv) whether such Mortgage Loan is subject to a prepayment

penalty. With respect to the Mortgage Loans in each Loan Group in the aggregate,

the Mortgage Loan Schedule shall set forth the following information, as of the

Cut-off Date: (i) the number of Mortgage Loans; (ii) the current aggregate

outstanding principal balance of the Mortgage Loans; (iii) the weighted average

Mortgage Interest Rate of the Mortgage Loans; and (iv) the weighted average

months to maturity of the Mortgage Loans.

Mortgage Loans: Such of the mortgage loans transferred and assigned

to the Trustee pursuant to Section 2.01 as from time to time are held as a part

of the Trust Estate (including any Substitute Mortgage Loans and REO Property),

the Mortgage Loans originally so held being identified in the Mortgage Loan

Schedule.

Mortgage Note: The originally executed note or other evidence of

indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,

together with all riders thereto and amendments thereof.

Mortgaged Property: The underlying property securing a Mortgage

Loan, which may include residential long-term leases.

Mortgagor: The obligor on a Mortgage Note.

National City Servicing Agreement: The Master Seller's Warranties

and Servicing Agreement, dated as of September 1, 2003, by and between BANA (as

successor in interest to Banc of America Mortgage Capital Corporation), and

National City Mortgage Co. (as amended by (i) that certain Amendment No. 1,

dated as of July 1, 2004, by and among Banc of America Mortgage Capital

Corporation, National City Mortgage Co. and BANA, (ii) that certain Master

Assignment, Assumption and Recognition Agreement, dated as of July 1, 2004, by

and among Banc of America Mortgage Capital Corporation, National City Mortgage

Co., BANA and Wachovia Bank, National Association and (iii) that certain

Amendment No. 2, dated as of October 1, 2004, by and between National City

Mortgage Co. and BANA).

Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution

Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of

the month preceding the month of the related Distribution Date reduced by (i)

the Servicing Fee Rate, (ii) the Securities Administrator Fee Rate and (iii)

with respect to any Mortgage Loan covered by an LPMI Policy, the per annum

premium rate.

Net Negative Amortization: As to any Distribution Date and Loan

Group 6, the excess, if any, of the aggregate Deferred Interest on the Group 6

Mortgage Loans with respect to the Due Date in the month of such Distribution

Date over the aggregate amount of Principal Prepayments on the Group 6 Mortgage

Loans received from mortgagors during the calendar month preceding the month of

such Distribution Date.

Net WAC: As to any Loan Group and any Distribution Date, the

weighted average of the Net Mortgage Interest Rates of the Mortgage Loans in

such Loan Group (based on Stated Principal Balances of the Mortgage Loans in

such Loan Group on the Due Date in the month preceding the month of such

Distribution Date).

Non-Supported Interest Shortfalls: As to any Distribution Date and

(i) the CB Crossed Loan Groups, the amount, if any, by which the aggregate of

Prepayment Interest Shortfalls for the CB Crossed Loan Groups exceeds the

aggregate Compensating Interest received from the Servicers for the Mortgage

Loans in the CB Crossed Loan Groups for such Distribution Date, (ii) the DB

Crossed Loan Groups, the amount, if any, by which the aggregate of Prepayment

Interest Shortfalls for the DB Crossed Loan Groups exceeds the aggregate

Compensating Interest received from the Servicers for the Mortgage Loans in the

DB Crossed Loan Groups for such Distribution Date and (iii) Loan Group 6, the

amount, if any, by which the aggregate of Prepayment Interest Shortfalls for

Loan Group 6 exceeds the aggregate Compensating Interest received from the

Servicers for the Group 6 Mortgage Loans 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 related 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.

Notional Amount: With respect to: (i) the Class 1-X-1 Certificates

and any date of determination, the Class 1-X-1 Notional Amount, (ii) the Class

1-X-2 Certificates and any date of determination, the Class 1-X-2 Notional

Amount, (iii) the Class 3-X-1 Certificates and any date of determination, the

Class 3-X-1 Notional Amount, (iv) the Class 3-X-2 Certificates and any date of

determination, the Class 3-X-2 Notional Amount, (v) the Class 4-X-1 Certificates

and any date of determination, the Class 4-X-1 Notional Amount, (vi) the Class

4-X-2 Certificates and any date of determination, the Class 4-X-2 Notional

Amount and (vii) the Class 6-X-1 Certificates and any date of determination, the

Class 6-X-1 Notional Amount.

NYCEMA: A New York Consolidation, Extension and Modification

Agreement.

Offered Certificates: The Senior Certificates and the Class CB-1,

Class CB-2, Class CB-3, Class DB-1, Class DB-2, Class DB-3, Class 6-B-1, Class

6-B-2, Class 6-B-3, Class 7-M-1, Class 7-M-2 and Class 7-M-3 Certificates.

Offered Group 7 Certificates: The Class 7-A-1, Class 7-M-1, Class

7-M-2 and Class 7-M-3 Certificates.

Officer's Certificate: A certificate signed by the Chairman of the

Board, Vice Chairman of the Board, President or a Vice President and by the

Treasurer, the Secretary or one of the Assistant Treasurers or Assistant

Secretaries, or any other duly authorized officer of the Depositor or the Master

Servicer, as the case may be, and delivered to the Trustee or the Securities

Administrator, as the case may be.

One-Month LIBOR: With respect to the initial Interest Accrual

Period, 1.96% per annum. With respect to each Interest Accrual Period (other

than the initial Interest Accrual Period), the rate determined by the Securities

Administrator on the related LIBOR Determination Date on the basis of the

offered rate for one-month United States dollar deposits, as such rate appears

on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR

Determination Date. If no such quotations are available on a LIBOR Determination

Date, One-Month LIBOR for the related Interest Accrual Period will be the higher

of (i) One-Month LIBOR for the previous LIBOR Determination Date (or, in the

case of the first LIBOR Determination Date for which the Securities

Administrator is required to determine One-Month LIBOR, 1.96% per annum) or (ii)

a per annum rate which the Securities Administrator determines to be either (a)

the arithmetic mean (rounding such arithmetic mean upwards if necessary to the

nearest whole multiple of 1/16%) of the one-month United States dollar lending

rate that New York City banks selected by the Securities Administrator are

quoting on the relevant LIBOR Determination Date to the principal London offices

of at least two leading banks in the London interbank market or (b) in the event

that the Securities Administrator can determine no such arithmetic mean, the

lowest one-month United States dollar lending rate that the New York City banks

selected by the Securities Administrator are quoting on such LIBOR Determination

Date to leading European banks.

One-Year CMT Index: A rate per annum that is defined to be the

weekly average yield on United States Treasury Securities adjusted to a constant

maturity of one year, as made available by the Federal Reserve Board, published

in Federal Reserve Statistical Release H.15 (519) and most recently available as

of the date 45 days before the applicable Rate Adjustment Date.

One-Year LIBOR Index: A rate per annum that is defined to be the

average of interbank offered rates for one-year U.S. dollar-denominated deposits

in the London market, as published in The Wall Street Journal and most recently

available either (i) as of the first Business Day in the month preceding the

month of the applicable Rate Adjustment Date or (ii) up to the date 45 days

before the applicable Rate Adjustment Date.

Opinion of Counsel: A written opinion of counsel acceptable to the

Trustee if such opinion is delivered to the Trustee, or acceptable to the

Securities Administrator if such opinion is delivered to the Securities

Administrator, who may be counsel for the Depositor or the Master Servicer,

except that any opinion of counsel relating to the qualification of the Trust

Estate as five separate REMICs or compliance with the REMIC Provisions must be

an opinion of Independent counsel.

Original Class CB Certificate Balance: $9,075,341.00.

Original Class DB Certificate Balance: $25,429.888.00.

Original Class 6-B Certificate Balance: $7,157,880.00.

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 CB-1 2.25%

Class CB-2 1.40%

Class CB-3 1.00%

Class CB-4 0.55%

Class CB-5 0.20%

Class CB-6 0.00%

Class DB-1 3.10%

Class DB-2 2.00%

Class DB-3 1.40%

Class DB-4 0.80%

Class DB-5 0.30%

Class DB-6 0.00%

Class 6-B-1 4.85%

Class 6-B-2 3.15%

Class 6-B-3 2.20%

Class 6-B-4 1.00%

Class 6-B-5 0.40%

Class 6-B-6 0.00%

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 Section 3.16(g).

Overcollateralization Amount: As of any Distribution Date, the

excess, if any, of (x) the Pool Stated Principal Balance of Loan Group 7 as of

the Due Date in the month of such Distribution Date over (y) the aggregate Class

Certificate Balance of all Classes of Offered Group 7 Certificates (after taking

into account all distributions of principal on such Distribution Date and the

increase of any Class Certificate Balance of a Class of Offered Group 7

Certificates as a result of Recoveries).

Overcollateralization Deficiency: As of any Distribution Date, the

excess, if any, of (x) the Targeted Overcollateralization Amount for such

Distribution Date over (y) the Overcollateralization Amount for such

Distribution Date, calculated for this purpose after taking into account the

reduction on such Distribution Date of the Class Certificate Balances of all

Classes of Offered Group 7 Certificates resulting from the distribution of the

Group 7 Principal Distribution Amount (but not the Extra Principal Distribution

Amount) on such Distribution Date, but prior to taking into account any Applied

Realized Loss Amounts on such Distribution Date.

Overcollateralization Release Amount: With respect to any

Distribution Date on or after the Stepdown Date on which a Trigger Event is not

in effect, the lesser of (x) the Group 7 Principal Remittance Amount for such

Distribution Date and (y) the excess, if any, of (i) the Overcollateralization

Amount for such Distribution Date, assuming that 100% of the Group 7 Principal

Remittance Amount is applied as a principal payment on the Offered Group 7

Certificates on such Distribution Date, over (ii) the Targeted

Overcollateralization Amount for such Distribution Date. With respect to any

Distribution Date on which a Trigger Event is in effect, the

Overcollateralization Release Amount will be zero.

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.

With respect to the Class 7-CE Certificates and any Distribution

Date, a per annum rate equal to the percentage equivalent of a fraction, the

numerator of which is the sum of the amounts calculated pursuant to clauses (A)

through (F) below, and the denominator of which is the aggregate of the

Uncertificated Principal Balances of Regular Interest LT1AA, Regular Interest

LT1A1, Regular Interest LT1M1, Regular Interest LT1M2, Regular Interest LT1M3,

Regular Interest LT1ZZ. For purposes of calculating the Pass-Through Rate for

the Class 7-CE Certificates, the numerator is equal to the sum of the following

components:

(A) the Group 7 Lower-Tier Rate minus the Marker Rate, applied to an

amount equal to the Uncertificated Principal Balance of Regular Interest LT1AA;

(B) the Group 7 Lower-Tier Rate minus the Marker Rate, applied to an

amount equal to the Uncertificated Principal Balance of Regular Interest LT1A1;

amount equal to the Uncertificated Principal Balance of Regular Interest LT1M1;

(D) Group 7 Lower-Tier Rate minus the Marker Rate, applied to an

amount equal to the Uncertificated Principal Balance of Regular Interest LT1M2;

(E) the Group 7 Lower-Tier Rate minus the Marker Rate, applied to an

amount equal to the Uncertificated Principal Balance of Regular Interest LT1M3;

(F) the Group 7 Lower-Tier Rate minus the Marker Rate, applied to an

amount equal to the Uncertificated Principal Balance of Regular Interest LT1ZZ.

Paying Agent: As defined in Section 9.13.

Payment Cap: For each Group 6 Mortgage Loan, the applicable limit on

adjustment of the Monthly Payment, subject to certain exceptions, for each Rate

Adjustment Date specified in the applicable Mortgage Note and designated as such

in the Mortgage Loan Schedule.

Percentage Interest: As to any Certificate (other than the Class

7-CE, Class 7-R and Class 7-LR Certificates), the percentage obtained by

dividing the initial Certificate Balance of such Certificate (or the initial

notional amount for the Interest-Only Certificates) by the Initial Class

Certificate Balance or Initial Notional Amount, as applicable, of the Class of

which such Certificate is a part. With respect to the Class 7-CE, Class 7-R and

Class 7-LR Certificates, the portion of the Class evidenced thereby, expressed

as a percentage, as stated on the face of such Certificate; provided, however,

that the sum of all such percentages for each such Class totals 100%. With

respect to the Class 7-R and Class 7-LR Certificates, 100%.

Periodic Advance: With respect to each Servicer, shall have the

meaning given to the term "Monthly Advance" in the applicable Servicing

Agreement.

Periodic Cap: For each Mortgage Loan, the applicable limit on

adjustment of the Mortgage Interest Rate for each Rate Adjustment Date specified

in the applicable Mortgage Note and designated as such in the 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, FHLMC, FNMA or any agency or instrumentality of the United

States when such obligations are backed by the full faith and credit of

the United States; provided that such obligations of FHLMC or FNMA 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 "F-1" by Fitch , "P-1" by Moody's and

"A-1" by S&P;

(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 "F-1" by Fitch, "P-1" by Moody's and "A-1" by S&P;

(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 "F-1" by Fitch,

"P-1" by Moody's and "A-1" by S&P;

(v) investments in money market funds (including funds of the

Trustee, the Securities Administrator or their 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 and its affiliates or the

Securities Administrator and its affiliates may receive compensation)

rated either "AAA" by Fitch (if rated by Fitch), "Aaa" by Moody's and

"AAAm G" by S&P or otherwise approved in writing by each Rating Agency;

and

(vi) other obligations or securities that are acceptable to each

Rating Agency and, as evidenced by an Opinion of Counsel obtained by the

Master Servicer and addressed to the Depositor and the Securities

Administrator, will not affect the qualification of the Trust Estate as

five separate REMICs;

provided, however, that no instrument shall be a Permitted Investment if it

represents either (a) the right to receive only interest payments with respect

to the underlying debt instrument or (b) the right to receive both principal and

interest payments derived from obligations underlying such instrument and the

principal and interest with respect to such instrument provide a yield to

maturity greater than 120% of the yield to maturity at par of such underlying

obligations.

Permitted Transferee: Any Person other than (i) the United States,

or any State or any political subdivision thereof, or any agency or

instrumentality of any of the foregoing, (ii) a foreign government,

international organization or any agency or instrumentality of either of the

foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1

of the Code (including the tax imposed by Section 511 of the Code on unrelated

business taxable income) (except certain farmers' cooperatives described in Code

Section 521), (iv) rural electric and telephone cooperatives described in Code

Section 1381(a)(2)(C), (v) a Person with respect to whom the income on a

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 U.S. Person, and (vi) any other Person so designated by the Master

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 a 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 3-A-R, Class 3-A-MR, Class 3-A-LR,

Class 7-CE, Class 7-R, Class 7-LR, Class CB-4, Class CB-5, Class CB-6, Class

DB-4, Class DB-5, Class DB-6, Class 6-B-4, Class 6-B-5 and Class 6-B-6

Certificates.

Plan: As defined in Section 6.02(e).

Pool Distribution Amount: As to any Distribution Date and Shifting

Interest 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, the Securities Administrator Fee, the LPMI Policy

premium rate, if any, and, with respect to Loan Group 6, after taking into

account reductions in respect of Deferred Interest on the Group 6 Mortgage

Loans) and the principal portion of any Monthly Payment on a Mortgage Loan in

such Loan Group due on the Due Date in the calendar month in which such

Distribution Date occurs and which is received prior to the related

Determination Date and (B) all Periodic Advances made by a Servicer (or the

Master Servicer or the Trustee, as applicable) in respect of such Loan Group and

payments of Compensating Interest allocable to such Loan Group in respect of

such Distribution Date deposited to the Master Servicer Custodial Account

pursuant to Section 3.09(d)(vi); (ii) all Liquidation Proceeds received on the

Mortgage Loans in such Loan Group during the preceding calendar month and

deposited to the Master Servicer Custodial Account pursuant to Section

3.09(d)(iii); (iii) all Principal Prepayments received on the Mortgage Loans in

such Loan Group during the calendar month preceding the month of such

Distribution Date and deposited to the Master Servicer Custodial Account

pursuant to Section 3.09(d)(i); (iv) in connection with Defective Mortgage Loans

in such Loan Group, the aggregate of the Repurchase Prices and Substitution

Adjustment Amounts received during the calendar month preceding the month of

such Distribution Date and deposited to the Master Servicer Custodial Account

pursuant to Section 3.09(d)(vii); (v) any other amounts in the Master Servicer

Custodial Account deposited therein pursuant to Sections 3.09(d)(iv), (v) and

(ix) 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 in respect of such Distribution Date; over (b) any amounts

permitted to be withdrawn from the Master Servicer Custodial Account pursuant to

clauses (i) through (viii), inclusive, of Section 3.12(a) in respect of such

Loan Group.

Pool Stated Principal Balance: As to any Distribution Date and Loan

Group, the aggregate Stated Principal Balances of all Mortgage Loans in such

Loan Group that were Outstanding Mortgage Loans at the close of business on 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 Rate)

on such Principal Prepayment exceeds the amount of interest paid in connection

with such Principal Prepayment.

Primary Mortgage Insurance Policy: Each policy of primary mortgage

guaranty insurance or any replacement policy therefor with respect to any

Mortgage Loan, in each case issued by an insurer acceptable to FNMA or FHLMC.

Principal Amount: As to any Distribution Date and Loan Group (other

than Loan Group 7), the sum of (i) the sum of (a) the principal portion of each

Monthly Payment due on each Mortgage Loan in such Loan Group on the related Due

Date, (b) the Stated Principal Balance, as of the date of repurchase, of each

Mortgage Loan in such Loan Group that was repurchased by the Depositor, the

Seller or the related Originator as of such Distribution Date, (c) any

Substitution Adjustment Amount in connection with a Defective Mortgage Loan in

such Loan Group received with respect to such Distribution Date, (d) any

Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans in

such Loan Group that are not yet Liquidated Mortgage Loans received by a

Servicer during the calendar month preceding the month of such Distribution

Date, (e) with respect to each Mortgage Loan in such Loan Group that became a

Liquidated Mortgage Loan during the calendar month preceding the month of such

Distribution Date, the amount of Liquidation Proceeds (excluding Excess

Proceeds) allocable to principal received by a Servicer with respect to such

Mortgage Loan during the calendar month preceding the month of such Distribution

Date and (f) all Principal Prepayments on the Mortgage Loans in such Loan Group

received by a Servicer during the calendar month preceding the month of such

Distribution Date reduced, in the case of Loan Group 6 (but not below zero) by

the aggregate amount of Deferred Interest; and (ii) any Recovery related to 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.

Principal Prepayment in Full: Any Principal Prepayment of the entire

principal balance of a Mortgage Loan.

Private Certificates: The Class CB-4, Class CB-5, Class CB-6, Class

DB-4, Class DB-5, Class DB-6, Class 6-B-4, Class 6-B-5, Class 6-B-6, Class 7-CE,

Class 7-R and Class 7-LR Certificates.

Pro Rata Share: As to any Distribution Date and any Class of Class

CB Certificates, Class DB Certificates or Class 6-B Certificates that is not a

Restricted Class, the portion of the Subordinate Principal Distribution Amount

or Amounts allocable to such Class, equal to the product of the Subordinate

Principal Distribution Amount or Amounts for such Distribution Date and a

fraction, the numerator of which is the related Class Certificate Balance

thereof and the denominator of which is the aggregate Class Certificate Balance

of the Class CB Certificates, Class DB Certificates or Class 6-B Certificates,

as applicable, that are not Restricted Classes. The Pro Rata Share of a

Restricted Class shall be 0%. The Pro Rata Share of a Class of Class CB

Certificates, Class DB Certificates or Class 6-B Certificates may be computed

for each of clause (i) and clause (ii) of the definition of "Subordinate

Principal Distribution Amount" in the event the Restricted Classes differ with

respect to each clause.

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.

Rate Ceiling: The maximum per annum Mortgage Interest Rate permitted

under the related Mortgage Note and indicated on the Mortgage Loan Schedule.

Rating Agency: Each of Fitch, Moody's and S&P. If either such

organization or a successor is no longer in existence, "Rating Agency" shall be

such nationally recognized statistical rating organization, or other comparable

Person, as is designated by the Depositor, notice of which designation shall be

given to the Trustee, the Master Servicer and the Securities Administrator.

References herein to a given rating or rating category of a Rating Agency shall

mean such rating category without giving effect to any modifiers.

Realized Loss: With respect to each Liquidated Mortgage Loan, an

amount as of the date of such liquidation, equal to (i) the unpaid principal

balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus

(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which

interest was last paid or advanced (and not reimbursed) to Certificateholders up

to the Due Date in the month in which Liquidation Proceeds are required to be

distributed on the Stated Principal Balance of such Liquidated Mortgage Loan

from time to time, minus (iii) the Liquidation Proceeds, if any, received during

the month in which such liquidation occurred, to the extent applied as

recoveries of interest at the Net Mortgage Interest Rate and to principal of the

Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the

subject of a Deficient Valuation, if the principal amount due under the related

Mortgage Note has been reduced, the difference between the principal balance of

the Mortgage Loan outstanding immediately prior to such Deficient Valuation and

the principal balance of the Mortgage Loan as reduced by the Deficient

Valuation. With respect to each Mortgage Loan that has become the subject of a

Debt Service Reduction and any Distribution Date, the amount, if any, by which

the principal portion of the related Monthly Payment has been reduced.

Realized Loss Amortization Amount: Any of the Class 7-M-1 Realized

Loss Amortization Amount, the Class 7-M-2 Realized Loss Amortization Amount or

the Class 7-M-3 Realized Loss Amortization Amount.

Record Date: With respect to all of the Certificates (other than the

Class 7-A-1, Class 7-M-1, Class 7-M-2 and Class 7-M-3 Certificates), the last

Business Day of the month immediately preceding the month in which the related

Distribution Date occurs and with respect to the Class 7-A-1, Class 7-M-1, Class

7-M-2 and Class 7-M-3 Certificates, the Business Day immediately preceding such

Distribution Date; provided, however, that if any such Class 7-A-1, Class 7-M-1,

Class 7-M-2 or Class 7-M-3 Certificate becomes a Definitive Certificate, the

Record Date for such Certificate shall be the last Business Day of the month

immediately preceding the month in which the related Distribution Date occurs.

Recovery: As to any Distribution Date and Loan Group, the sum 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.

Regular Certificates: As defined in the Preliminary Statement

hereto.

Regular Interest LT1AA: One of the separate non-certificated

beneficial ownership interests in the Group 7 Lower-Tier REMIC issued hereunder

and designated as a Regular Interest in the Group 7 Lower-Tier REMIC. Regular

Interest LT1AA shall accrue interest at the Group 7 Lower-Tier Rate and shall be

entitled to distributions of principal, subject to the terms and conditions

hereof, in an aggregate amount equal to its initial Uncertificated Principal

Balance as set forth in the definition of Uncertificated Group 7 Lower-Tier

Interest.

Regular Interest LT1A1: One of the separate non-certificated

beneficial ownership interests in the Group 7 Lower-Tier REMIC issued hereunder

and designated as a Regular Interest in the Group 7 Lower-Tier REMIC. Regular

Interest LT1A1 shall accrue interest at the Group 7 Lower-Tier Rate and shall be

entitled to distributions of principal, subject to the terms and conditions

hereof, in an aggregate amount equal to its initial Uncertificated Principal

Balance as set forth in the definition of Uncertificated Group 7 Lower-Tier

Interest.

Regular Interest LT1M1: One of the separate non-certificated

beneficial ownership interests in the Group 7 Lower-Tier REMIC issued hereunder

and designated as a Regular Interest in the Group 7 Lower-Tier REMIC. Regular

Interest LT1M1 shall accrue interest at the Group 7 Lower-Tier Rate and shall be

entitled to distributions of principal, subject to the terms and conditions

hereof, in an aggregate amount equal to its initial Uncertificated Principal

Balance as set forth in the definition of Uncertificated Group 7 Lower-Tier

Interest.

Regular Interest LT1M2: One of the separate non-certificated

beneficial ownership interests in the Group 7 Lower-Tier REMIC issued hereunder

and designated as a Regular Interest in the Group 7 Lower-Tier REMIC. Regular

Interest LT1M2 shall accrue interest at the Group 7 Lower-Tier Rate and shall be

entitled to distributions of principal, subject to the terms and conditions

hereof, in an aggregate amount equal to its initial Uncertificated Principal

Balance as set forth in the definition of Uncertificated Group 7 Lower-Tier

Interest.

Regular Interest LT1M3: One of the separate non-certificated

beneficial ownership interests in the Group 7 Lower-Tier REMIC issued hereunder

and designated as a Regular Interest in the Group 7 Lower-Tier REMIC. Regular

Interest LT1M3 shall accrue interest at the Group 7 Lower-Tier Rate and shall be

entitled to distributions of principal, subject to the terms and conditions

hereof, in an aggregate amount equal to its initial Uncertificated Principal

Balance as set forth in the definition of Uncertificated Group 7 Lower-Tier

Interest.

Regular Interest LT1XX: One of the separate non-certificated

beneficial ownership interests in the Group 7 Lower-Tier REMIC issued hereunder

and designated as a Regular Interest in the Group 7 Lower-Tier REMIC. Regular

Interest LT1XX shall accrue interest at the Group 7 Lower-Tier Rate and shall be

entitled to distributions of principal, subject to the terms and conditions

hereof, in an aggregate amount equal to its initial Uncertificated Principal

Balance as set forth in the definition of Uncertificated Group 7 Lower-Tier

Interest.

Regular Interest LT1ZZ: One of the separate non-certificated

beneficial ownership interests in the Group 7 Lower-Tier REMIC issued hereunder

and designated as a Regular Interest in the Group 7 Lower-Tier REMIC. Regular

Interest LT1ZZ shall accrue interest at the Group 7 Lower-Tier Rate and shall be

entitled to distributions of principal, subject to the terms and conditions

hereof, in an aggregate amount equal to its initial Uncertificated Principal

Balance as set forth in the Preliminary Statement hereto.

Reimbursement Amount: As defined in Section 2.02.

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

for Loan Group 3, Group 3, for Loan Group 4, Group 4, for Loan Group 5, Group 5,

for Loan Group 6, Group 6 and the Class 6-B Certificates, for Loan Group 7,

Group 7, for the CB Crossed Loan Groups, Group 1 and Group 2 and for the DB

Crossed Loan Groups, Group 3, Group 4 and Group 5.

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

Group 2, for Group 3, Loan Group 3, for Group 4, Loan Group 4, for Group 5, Loan

Group 5, for Group 6, Loan Group 6, for Group 7, Loan Group 7, for the Class CB

Certificates, Loan Group 1 and Loan Group 2, and for the Class DB Certificates,

Loan Group 3, Loan Group 4 and Loan Group 5.

Relief Act: The Servicemembers Civil Relief Act, as it may be

amended from time to time.

Relief Act Reduction: With respect to any Distribution Date, for any

Mortgage Loan as to which there has been a reduction in the amount of interest

collectible thereon for the most recently ended calendar month as a result of

the application of the Relief Act or comparable state legislation, the amount,

if any, by which (i) interest collectible on such Mortgage Loan for the most

recently ended calendar month is less than (ii) interest accrued pursuant to the

terms of the Mortgage Note on the same principal amount and for the same period

as the interest collectible on such Mortgage Loan for the most recently ended

calendar month.

REMIC: A "real estate mortgage investment conduit" within the

meaning of Section 860D of the Code. "Each REMIC" or "any REMIC" means each of

the Lower-Tier REMIC, the Middle-Tier REMIC, the Upper-Tier REMIC, the Group 7

Lower-Tier REMIC and the Group 7 Upper-Tier REMIC.

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.

REO Property: A Mortgaged Property acquired by a Servicer on behalf

of the Trust through foreclosure or deed-in-lieu of foreclosure in connection

with a defaulted Mortgage Loan.

Repurchase Price: As to any Defective Mortgage Loan repurchased on

any date pursuant to Section 2.02, an amount equal to (a) in the case of the

Seller, 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 and (b) in the case of a Servicer, the sum of (i) the Stated

Principal Balance of the Mortgage Loan, (ii) interest on such Stated Principal

Balance at the Mortgage Interest Rate from the date on which interest has last

been paid and distributed through the last day of the month in which such

repurchase takes place and (iii) any costs and damages incurred by the Trust in

connection with any violation by such repurchased Mortgage Loan of any predatory

or abusive lending law, less (x) amounts received or advanced in respect of such

repurchased Mortgage Loan which are being held in the applicable Servicer

Custodial Account for distribution in the month of repurchase and (y) if such

Servicer is servicing such Mortgage Loan under the related Servicing Agreement,

the Servicing Fee Rate for such Mortgage Loan.

Request for Release: The Request for Release submitted by a Servicer

to the Trustee or the Custodian on behalf of the Trustee, in such form as shall

be mutually agreed upon by related Servicer and the Trustee or the Custodian on

behalf of the Trustee, which, in the case of the Custodian, may be in electronic

form.

Required Insurance Policy: With respect to any Mortgage Loan, any

insurance policy which is required to be maintained from time to time under the

applicable Servicing Agreement in respect of such Mortgage Loan.

Reserve Account: The trust account created and maintained by the

Securities Administrator pursuant to Section 3.09(h) which shall be entitled the

"Reserve Account, Wells Fargo Bank, N.A., as Securities Administrator, in trust

for registered Holders of the Offered Group 7 Certificates of the Banc of

America Funding Trust, Series 2004-B" and which must be an Eligible Account.

Amounts on deposit in the Reserve Account shall not be invested. The Reserve

Account shall not be an asset of any REMIC formed under this Agreement.

Residual Certificates: The Class 3-A-R, Class 3-A-MR, Class 3-A-LR,

Class 7-R and Class 7-LR Certificates.

Responsible Officer: When used with respect to the Trustee or the

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

Trustee or the Securities Administrator, as applicable, including any Senior

Vice President, any Vice President, any Assistant Vice President, any Assistant

Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of

the Trustee or Securities Administrator, as applicable, customarily performing

functions similar to those performed by any of the above designated officers and

having 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: Wells Fargo Bank, N.A., and its

successors-in-interest and, if a successor securities administrator is appointed

hereunder, such successor, as securities administrator.

Securities Administrator Fee: As to any Distribution Date and Loan

Group, an amount equal to one-twelfth of the Securities Administrator Fee Rate

multiplied by the aggregate Stated Principal Balance of the Mortgage Loans in

the Related Loan Group as of the close of business on the Due Date in the month

preceding the month in which such Distribution Date occurs.

Securities Administrator Fee Rate: With respect to each Mortgage

Loan, 0.0060% per annum.

Seller: Bank of America, National Association, a national banking

association, or its successor in interest, as seller of the Mortgage Loans under

the Mortgage Loan Purchase Agreement.

Senior Certificates: The Class A Certificates and the Class X

Certificates.

Senior Credit Support Depletion Date: As to each of the CB Crossed

Groups, the date on which the aggregate Class Certificate Balance of the Class

CB Certificates is reduced to zero, as to each of the DB Crossed Groups, the

date on which the aggregate Class Certificate Balance of the Class DB

Certificates is reduced to zero, and as to Loan Group 6, the date on which the

aggregate Class Certificate Balance of the Class 6-B Certificates is reduced to

zero.

Senior Enhancement Percentage: For any Distribution Date, the

percentage obtained by dividing (x) the sum of (i) the aggregate Class

Certificate Balance of the Class M Certificates before taking into account the

distribution of the Group 7 Principal Distribution Amount on such Distribution

Date and (ii) the Overcollateralization Amount as of the prior Distribution Date

by (y) the aggregate Stated Principal Balance of Loan Group 7 as of the due date

in the month of such Distribution Date.

Senior Specified Enhancement Percentage: On any date of

determination thereof, 15.5%.

Senior Percentage: With respect to any Distribution Date and each

Shifting Interest Loan Group, the percentage, carried to at least six places

rounded up, obtained by dividing the aggregate Class Certificate Balance of the

Senior Certificates of the Related Group immediately prior to such Distribution

Date by the Pool Stated Principal Balance of such Loan Group for such

Distribution Date.

Senior Prepayment Percentage: For any Distribution Date and each

Shifting Interest Loan Group during the seven years beginning on the first

Distribution Date, 100%. The Senior Prepayment Percentage for any Distribution

Date and each Shifting Interest Loan Group occurring on or after the seventh

year 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 Shifting Interest Loan Group plus 70% of the

Subordinate Percentage for such Shifting Interest Loan Group for such

Distribution Date; for any Distribution Date in the second year thereafter, the

Senior Percentage for such Shifting Interest Loan Group plus 60% of the

Subordinate Percentage for such Shifting Interest Loan Group for such

Distribution Date; for any Distribution Date in the third year thereafter, the

Senior Percentage for such Shifting Interest Loan Group plus 40% of the

Subordinate Percentage for such Shifting Interest Loan Group for such

Distribution Date; for any Distribution Date in the fourth year thereafter, the

Senior Percentage for such Shifting Interest Loan Group plus 20% of the

Subordinate Percentage for such Shifting Interest Loan Group for such

Distribution Date; and for any Distribution Date in the fifth or later years

thereafter, the Senior Percentage for such Shifting Interest Loan Group for such

Distribution Date, (unless on any of the foregoing Distribution Dates (i) (a)

the CB Crossed Loan Group Senior Percentage exceeds the initial CB Crossed Loan

Group Senior Percentage, in which case the Senior Prepayment Percentage for the

CB Crossed Loan Groups for such Distribution Date will once again equal 100%,

(b) the DB Crossed Loan Group Senior Percentage exceeds the initial DB Crossed

Loan Group Senior Percentage, in which case the Senior Prepayment Percentage for

the DB Crossed Loan Groups for such Distribution Date will once again equal 100%

and (c) the Senior Percentage for Loan Group 6 exceeds the initial Senior

Percentage for Loan Group 6, in which case the Senior Prepayment Percentage for

Loan Group 6 for such Distribution Date will once again equal 100%, (ii) (a) on

any Distribution Date before the Distribution Date occurring in November 2007,

the CB Crossed Loan Group Subordinate Percentage for such Distribution Date is

greater than or equal to twice the initial CB Crossed Loan Group Subordinate

Percentage, in which case the Senior Prepayment Percentage each CB Crossed Loan

Group for such Distribution Date will equal the Senior Percentage for such CB

Crossed Loan Group plus 50% of the Subordinate Percentage for such CB Crossed

Loan Group, (b) on any Distribution Date before the Distribution Date occurring

in November 2007, the DB Crossed Loan Group Subordinate Percentage for such

Distribution Date is greater than or equal to twice the initial DB Crossed Loan

Group Subordinate Percentage, in which case the Senior Prepayment Percentage for

each DB Crossed Loan Group for such Distribution Date will equal the Senior

Percentage for such DB Crossed Loan Group plus 50% of the Subordinate Percentage

for such DB Crossed Loan Group, and (c) on any Distribution Date before the

Distribution Date occurring in November 2007, the Subordinate Percentage for

Loan Group 6 for such Distribution Date is greater than or equal to twice the

initial Subordinate Percentage for Loan Group 6, in which case the Senior

Prepayment Percentage for Loan Group 6 for such Distribution Date will equal the

Senior Percentage for Loan Group 6 plus 50% of the Subordinate Percentage for

Loan Group 6 or (iii) (a) on any Distribution Date occurring on or after the

Distribution Date in November 2007, the CB Crossed Loan Group Subordinate

Percentage for such Distribution Date is greater than or equal to twice the

initial CB Crossed Loan Group Subordinate Percentage, in which case the Senior

Prepayment Percentage for each CB Crossed Loan Group for such Distribution Date

will equal the Senior Percentage for such CB Crossed Loan Group, (b) on any

Distribution Date occurring on or after the Distribution Date in November 2007,

the DB Crossed Loan Group Subordinate Percentage for such Distribution Date is

greater than or equal to twice the initial DB Crossed Loan Group Subordinate

Percentage, in which case the Senior Prepayment Percentage for each DB Crossed

Loan Group for such Distribution Date will equal the Senior Percentage for such

DB Crossed Loan Group and (c) on any Distribution Date occurring on or after the

Distribution Date in November 2007, the Subordinate Percentage for Loan Group 6

for such Distribution Date is greater than or equal to twice the initial

Subordinate Percentage for Loan Group 6, in which case the Senior Prepayment

Percentage for Loan Group 6 for such Distribution Date will equal the Senior

Percentage for Loan Group 6. 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 (other than Loan Group 7), 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 and a CB

Crossed Loan Group as to which any decrease in the Senior Prepayment Percentage

for any CB Crossed Loan Group applies, (i) the outstanding principal balance of

all Mortgage Loans in such Loan Groups (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) delinquent 60

days or more (averaged over the preceding six-month period), as a percentage of

the aggregate Class Certificate Balance of the Class CB Certificates, is not

equal to or greater than 50% or (ii) cumulative Realized Losses with respect to

the Mortgage Loans in such Loan Groups as of the applicable Distribution Date do

not exceed the percentages of the Original Class CB Certificate Balance set

forth below:

Percentage of

Original Class CB

Distribution Date Occurring Certificate Balance

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

November 2004 through October 2007 20%

November 2007 through October 2012 30%

November 2012 through October 2013 35%

November 2013 through October 2014 40%

November 2014 through October 2015 45%

November 2015 and thereafter 50%

As of any Distribution Date and a DB Crossed Loan Group as to which

any decrease in the Senior Prepayment Percentage for any DB Crossed Loan Group

applies, (i) the outstanding principal balance of all Mortgage Loans in such

Loan Groups (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) delinquent 60 days or more (averaged over the

preceding six-month period), as a percentage of the aggregate Class Certificate

Balance of the Class DB Certificates, is not equal to or greater than 50% or

(ii) cumulative Realized Losses with respect to the Mortgage Loans in such Loan

Groups as of the applicable Distribution Date do not exceed the percentages of

the Original Class DB Certificate Balance set forth below:

Percentage of

Original Class DB

Distribution Date Occurring Certificate Balance

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

November 2004 through October 2007 20%

November 2007 through October 2012 30%

November 2012 through October 2013 35%

November 2013 through October 2014 40%

November 2014 through October 2015 45%

November 2015 and thereafter 50%

As of any Distribution Date and Loan Group 6 as to which any

decrease in the Senior Prepayment Percentage for Loan Group 6 applies, (i) the

outstanding principal balance of all Mortgage Loans in such Loan Group

(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) delinquent 60 days or more (averaged over the preceding

six-month period), as a percentage of the aggregate Class Certificate Balance of

the Class 6-B Certificates, is not equal to or greater than 50% or (ii)

cumulative Realized Losses with respect to the Mortgage Loans in such Loan Group

as of the applicable Distribution Date do not exceed the percentages of the

Original Class 6-B Certificate Balance set forth below:

Percentage of

Original Class 6-B

Distribution Date Occurring Certificate Balance

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

November 2004 through October 2007 20%

November 2007 through October 2012 30%

November 2012 through October 2013 35%

November 2013 through October 2014 40%

November 2014 through October 2015 45%

November 2015 and thereafter 50%

Servicer: Any of BANA, Countrywide Home Loans Servicing LP, National

City Mortgage Co., GreenPoint Mortgage Funding, Inc. and Wells Fargo Bank, each

in their capacity as servicer of the Mortgage Loans, or any successor servicer

appointed as herein provided.

Servicer Custodial Accounts: The separate accounts created and

maintained by each of the Servicers pursuant to the applicable Servicing

Agreement.

Servicer Remittance Date: With respect to each Servicer, shall have

the meaning given to the term "Remittance Date" in the applicable Servicing

Agreement.

Servicing Advance: With respect to each Servicer, shall have the

meaning given to the term "Servicing Advances" in the applicable Servicing

Agreement.

Servicing Agreements: Any of the BANA Servicing Agreement,

Countrywide Servicing Agreement, GreenPoint Servicing Agreement, National City

Servicing Agreement and the Wells Fargo Servicing Agreement.

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

applicable Servicing Agreement.

Servicing Fee Rate: With respect to each Mortgage Loan, as defined

in the applicable Servicing Agreement.

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

related Servicing Agreement.

Servicing Transfer Costs: All reasonable costs and expenses of the

Master Servicer or the Trustee, as applicable, related to any termination of a

Servicer, appointment of a successor Servicer or the transfer and assumption of

servicing by the Master Servicer or the Trustee, as applicable, with respect to

any Servicing Agreement (including, without limitation, (i) all legal costs and

expenses and all due diligence costs and expenses associated with an evaluation

of the potential termination of the Servicer as a result of an event of default

by such Servicer and (ii) any costs or expenses associated with the complete

transfer of all servicing data and the completion, correction or manipulation of

such servicing data as may be required by the Master Servicer or the Trustee, as

applicable, to correct any errors or insufficiencies in the servicing data or

otherwise to enable the Master Servicer or the Trustee, as applicable, to

service the Mortgage Loans properly and effectively).

Shifting Interest Certificates: Any of the Group 1 Certificates,

Group 2 Certificates, Group 3 Certificates, Group 4 Certificates, Group 5

Certificates and Group 6 Certificates.

Shifting Interest Group: Any of Group 1, Group 2, Group 3, Group 4,

Group 5 and Group 6.

Shifting Interest Loan Group: Any of Loan Group 1, Loan Group 2,

Loan Group 3, Loan Group 4, Loan Group 5 and Loan Group 6.

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

Six-Month LIBOR Index: A rate per annum that is defined to be the

arithmetic mean of the interbank offered rates for six month U.S.

dollar-denominated deposits in the London market, as published in The Wall

Street Journal and most recently available either (i) as of the first Business

Day in the month preceding the month of the applicable Rate Adjustment Date or

(ii) up to 45 days before the applicable Rate Adjustment Date.

Stated Principal Balance: As to any Mortgage Loan and Due Date, the

unpaid principal balance of such Mortgage Loan as of such date as specified in

the amortization schedule at the time relating thereto (before any adjustment to

such amortization schedule by reason of any moratorium or similar waiver or

grace period) after giving effect to any previous partial Principal Prepayments

and Liquidation Proceeds allocable to principal (other than with respect to any

Liquidated Mortgage Loan) and to the payment of principal due on such Due Date

and irrespective of any delinquency in payment by the related Mortgagor, and

after giving effect to any Deficient Valuation, plus any Deferred Interest.

Stepdown Date: The earlier to occur of (i) the Distribution Date on

which the Class Certificate Balance of the Class 7-A-1 Certificates is reduced

to zero and (ii) the later to occur of (x) the Distribution Date in November

2007 and (y) the Distribution Date on which the Senior Enhancement Percentage is

greater than or equal to the Senior Specified Enhancement Percentage.

Subordinate Certificates: The Class CB Certificates, Class DB

Certificates, Class 6-B Certificates, Class M Certificates, Class 7-CE

Certificates, Class 7-R Certificates and Class 7-LR 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 and

such Distribution Date.

Subordinate Principal Distribution Amount: With respect to any

Distribution Date and Shifting Interest Loan Group, an amount equal to the sum

of (i) the Subordinate Percentage for such Loan Group of the amounts described

in clauses (i)(a) through (d) of the definition of "Principal Amount" for such

Distribution Date and Loan Group and (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.

Substitute Mortgage Loan: A Mortgage Loan substituted for a

Defective Mortgage Loan which must, on the date of such substitution (i) have a

Stated Principal Balance, after deduction of the principal portion of the

Monthly Payment due in the month of substitution, not in excess of the Stated

Principal Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage

Interest Rate not less than and not more than 2% greater than that of the

Defective Mortgage Loan; (iii) be of the same type as the Defective Mortgage

Loan; (iv) have a Loan-to-Value Ratio not higher than that of the Defective

Mortgage Loan; (v) have a Gross Margin not less than that of the Defective

Mortgage Loan; (vi) have a credit grade not lower in quality than that of the

Defective Mortgage Loan; (vii) have the same Index as the Defective Mortgage

Loan; (viii) have the same lien priority as the Defective Mortgage Loan; (ix)

have a remaining term to maturity not greater than (and not more than one year

less than) that of the Defective Mortgage Loan; and (x) comply with each

Mortgage Loan representation and warranty set forth in the applicable Servicing

Agreement, the Mortgage Loan Purchase Agreement and 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.

Targeted Overcollateralization Amount: As of any Distribution Date,

0.55% of the Cut-off Date Pool Principal Balance of the Group 7 Mortgage Loans.

Tax Matters Person: Any person designated as "tax matters person" in

accordance with Section 5.06 and the manner provided under Treasury Regulations

Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.

Telerate Page 3750: The display page currently so designated on the

Moneyline Telerate Service (or such other page as may replace the Telerate Page

3750 page on that service for the purpose of displaying London interbank offered

rates of major banks).

Termination Date: As defined in Section 10.01 hereof.

Termination Price: As defined in Section 10.01 hereof.

Trigger Event: With respect to any Distribution Date, if (i) the

three-month rolling average of 60+ Day Delinquent Loans equals or exceeds 40% of

the Senior Enhancement Percentage or (ii) the aggregate amount of Realized

Losses incurred on the Group 7 Mortgage Loans since the Cut-off Date through the

Due Date in the month of such Distribution Date (reduced by the aggregate amount

of Recoveries received since the Cut-off Date through the Due Date in the month

of such Distribution Date on the Group 7 Mortgage Loans) divided by the Cut-off

Date Pool Principal Balance for Loan Group 7 exceeds the applicable percentages

set forth below with respect to such Distribution Date:

Distribution Date Occurring In Percentage

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

November 2007 through October 2008 0.85%

November 2008 through October 2009 1.30%

November 2009 through October 2010 1.65%

November 2010 and thereafter 1.70%

Treasury Bank Custodial Agreement: The Custodial Agreement, dated

October 29, 2004, by and among the Depositor, Countrywide Home Loans Servicing

LP, Countrywide Home Loans, Inc., the Trustee and the Custodian, or any

successor custodial agreement entered into pursuant to Section 9.12.

Treasury Regulations: The final and temporary regulations

promulgated under the Code by the U.S. Department of the Treasury.

Trust: The trust created by this Agreement, which shall be named

"Banc of America Funding 2004-B Trust."

Trust Estate: The segregated pool of assets subject hereto,

constituting the primary trust created hereby and to be administered hereunder,

with respect to a portion of which five REMIC elections are to be made, such

entire Trust Estate consisting of: (i) such Mortgage Loans as from time to time

are subject to this Agreement, together with the Mortgage Files relating

thereto, and together with all collections thereon and proceeds thereof, (ii)

any REO Property, together with all collections thereon and proceeds thereof,

(iii) the Trustee's rights with respect to the Mortgage Loans under all

insurance policies required to be maintained pursuant to this Agreement and any

proceeds thereof, (iv) the Depositor's rights under the Servicing Agreements and

the Mortgage Loan Purchase Agreement (including any security interest created

thereby), (v) the Securities Administrator's rights under the Yield Maintenance

Agreements and (vi) the Servicer Custodial Accounts, the Master Servicer

Custodial Account, the Distribution Account and the Reserve Account and such

assets that are deposited therein from time to time and any investments thereof,

together with any and all income, proceeds and payments with respect thereto.

Trustee: Wachovia Bank, National Association, and its

successors-in-interest and, if a successor trustee is appointed hereunder, such

successor, as trustee.

Uncertificated Accrued Interest: With respect to each Uncertificated

Group 7 Lower-Tier Interest on each Distribution Date, an amount equal to one

month's interest at the Group 7 Lower-Tier Rate on the Uncertificated Principal

Balance of such Regular Interest. In each case, Uncertificated Accrued Interest

will be reduced by any Prepayment Interest Shortfalls and Relief Act Interest

Shortfalls (allocated to such Regular Interests based on their respective

entitlements to interest irrespective of any Prepayment Interest Shortfalls and

Relief Act Interest Shortfalls for such Distribution Date).

Uncertificated Group 7 Lower-Tier Interest: A regular interest in

the Group 7 Lower-Tier REMIC which is held as an asset of the Group 7 Upper-Tier

REMIC and is entitled to monthly distributions as provided in Section 5.03

hereof. Any of the Regular Interest LT1AA, Regular Interest LT1A1, Regular

Interest LT1M1, Regular Interest LT1M2, Regular Interest LT1M3, Regular Interest

LT1XX and Regular Interest LT1ZZ are Uncertificated Group 7 Lower-Tier

Interests. The Uncertificated Group 7 Lower-Tier Interests shall have the

following original Uncertificated Principal Balances as of the Closing Date:

Designation Uncertificated Principal Balance

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

LT1AA $77,482,296.23

LT1A1 $729,360.00

LT1M1 $24,905.00

LT1M2 $18,185.00

LT1M3 $13,835.00

LT1XX $79,063,567.59

LT1ZZ $794,986.35

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, Class 3-LS Interest, Class 4-L Interest, Class

4-LS Interest, Class 5-L Interest, Class 5-LS Interest and Class 6-L Interest

are Uncertificated Lower-Tier Interests.

Uncertificated Middle-Tier Interest: A regular interest in the

Middle-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is

entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of

the Class 1-A-M1 Interest, Class 1-A-M2 Interest, Class 2-A-M1 Interest, Class

3-A-M1 Interest, Class 3-A-M2 Interest, Class 3-A-MUR Interest, Class 4-A-M1

Interest, Class 4-A-M2 Interest, Class 5-A-M1 Interest, Class 6-A-M1 Interest,

Class CB-M1 Interest, Class CB-M2 Interest, Class CB-M3 Interest, Class CB-M4

Interest, Class CB-M5 Interest, Class CB-M6 Interest, Class DB-M1 Interest,

Class DB-M2 Interest, Class DB-M3 Interest, Class DB-M4 Interest, Class DB-M5

Interest, Class DB-M6 Interest, Class 6-B-M1 Interest, Class 6-B-M2 Interest,

Class 6-B-M3 Interest, Class 6-B-M4 Interest, Class 6-B-M5 Interest and Class

6-B-M6 Interest are Uncertificated Middle-Tier Interests.

Uncertificated Principal Balance: The amount of any Uncertificated

Group 7 Lower-Tier Interest outstanding as of any date of determination. As of

the Closing Date, the Uncertificated Balance of each Uncertificated Group 7

Lower-Tier Interest shall equal the amount set forth in the definition of "Group

7 Lower-Tier Interest" hereto as its initial uncertificated balance. On each

Distribution Date, the Uncertificated Principal Balance of each Uncertificated

Group 7 Lower-Tier Regular Interest shall be reduced by all distributions of

principal made on such Uncertificated Group 7 Lower-Tier Regular Interest on

such Distribution Date pursuant to Section 5.03 and, if and to the extent

necessary and appropriate, shall be further reduced on such Distribution Date by

Realized Losses as provided in Section 5.03(e). The Uncertificated Balance of

REMIC 1 Regular Interest LT1ZZ shall be increased by interest deferrals as

provided in Section 5.11(b)(i). The Uncertificated Principal Balance of each

Uncertificated Group 7 Lower-Tier Regular Interest shall never be less than

zero.

Unpaid Realized Loss Amount: For the Class 7-M-1, Class 7-M-2 and

Class 7-M-3 Certificates and as to any Distribution Date, the excess of (x) the

aggregate Applied Realized Loss Amounts allocated to such Class for all prior

Distribution Dates over (y) the sum of (a) the cumulative amount of any

Recoveries allocated to such Class and (b) the aggregate Realized Loss

Amortization Amounts with respect to such Class for all prior Distribution

Dates.

Unscheduled Principal Payments: As to any Distribution Date and Loan

Group (other than Loan Group 7), the sum of (i) 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

by a Servicer with respect to such Mortgage Loan during the calendar month

preceding the month of such Distribution Date and (b) all Principal Prepayments

on the Mortgage Loans in such Loan Group received by a Servicer during the

calendar month preceding the month of such Distribution Date reduced, in the

case of Loan Group 6 (but not below zero) by the aggregate amount of Deferred

Interest.

Upper-Tier Certificate Sub-Account: The sub-account of the

Distribution Account designated by the Securities Administrator pursuant to

Section 3.09(g).

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 Holders of

the Class X Certificates, (b) 1% of all Voting Rights shall be allocated to the

Holders of the Class 7-CE Certificates, (h) 1% of all Voting Rights shall be

allocated to the Holders of the Residual 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.

Wachovia Custodial Agreement: The Custodial Agreement, dated October

29, 2004, by and among the Depositor, the Servicers (other than Countrywide Home

Loans Servicing LP) and the Trustee, or any successor custodial agreement

entered into pursuant to Section 9.12.

Wells Fargo Bank: Wells Fargo Bank, N.A., or its successor in

interest.

Wells Fargo Servicing Agreement: The Seller's Warranties and

Servicing Agreement, dated as of October 1, 2004, by and between BANA and Wells

Fargo Bank.

Yield Maintenance Agreements: Any of the four yield maintenance

agreements between the Securities Administrator, on behalf of the Trust, and the

Yield Maintenance Agreement Provider substantially in the form attached hereto

as Exhibit Q. The Yield Maintenance Agreements shall not be an asset of any

REMIC formed under this Agreement.

Yield Maintenance Agreement Payment: On each Distribution Date

through the Distribution Date in November 2014, the amount equal to the sum of

(A) the product of (x) the excess of the lesser of (i) One-Month LIBOR and (ii)

11.50% over the strike rate for such Distribution Date, as set forth under the

heading "3/1 Collateral" on the table in Exhibit Q hereto, (y) the product of

the cap notional amount for such Distribution Date and the scale factor, each as

set forth under the heading "3/1 Collateral" on the table in Exhibit Q hereto

and (z) a fraction, the numerator of which is the actual number of days elapsed

since the previous Distribution date to but excluding the current Distribution

Date and the denominator of which is 360 plus (B) the product of (x) the excess

of the lesser of (i) One-Month LIBOR and (ii) 11.50% over the strike rate for

such Distribution Date, as set forth under the heading "5/1 Collateral" on the

table in Exhibit Q hereto, (y) the product of the cap notional amount for such

Distribution Date and the scale factor, each as set forth under the heading "5/1

Collateral" on the table in Exhibit Q hereto and (z) a fraction, the numerator

of which is the actual number of days elapsed since the previous Distribution

date to but excluding the current Distribution Date and the denominator of which

is 360 plus (C) the product of (x) the excess of the lesser of (i) One-Month

LIBOR and (ii) 11.50% over the strike rate for such Distribution Date, as set

forth under the heading "7/1 Collateral" on the table in Exhibit Q hereto, (y)

the product of the cap notional amount for such Distribution Date and the scale

factor, each as set forth under the heading "7/1 Collateral" on the table in

Exhibit Q hereto and (z) a fraction, the numerator of which is the actual number

of days elapsed since the previous Distribution date to but excluding the

current Distribution Date and the denominator of which is 360 plus (D) the

product of (x) the excess of the lesser of (i) One-Month LIBOR and (ii) 11.50%

over the strike rate for such Distribution Date, as set forth under the heading

"10/1 Collateral" on the table in Exhibit Q hereto, (y) the product of the cap

notional amount for such Distribution Date and the scale factor, each as set

forth under the heading "10/1 Collateral" on the table in Exhibit Q hereto and

(z) a fraction, the numerator of which is the actual number of days elapsed

since the previous Distribution date to but excluding the current Distribution

Date and the denominator of which is 360.

Yield Maintenance Agreement Provider: Bank of America, National

Association and any successor thereto.

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.

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 Depositor's rights under the Mortgage Loan

Purchase Agreement, including the rights of the Depositor as assignee of the

Seller with respect to the Seller's rights under the Servicing Agreements, and

the Depositor's rights under the BANA Servicing Agreement. The foregoing sale,

transfer, assignment and set over does not and is not intended to result in a

creation of an assumption by the Trustee of any obligation of the Depositor or

any other Person in connection with the Mortgage Loans or any agreement or

instrument relating thereto, except as specifically set forth herein. It is

agreed and understood by the parties hereto that it is not intended that any

mortgage loan be included in the Trust that is a "High-Cost Home Loan" as

defined in either (i) the New Jersey Home Ownership Act effective November 27,

2003 or (ii) the New Mexico Home Loan Protection Act effective January 1, 2004.

(b) In connection with such transfer and assignment, the Depositor

has delivered or caused 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 Wachovia Bank,

National Association, as trustee for holders of Banc of America Funding

Corporation Mortgage Pass-Through Certificates, Series 2004-B, without

recourse," with all necessary intervening endorsements showing a complete

chain of endorsement from the originator to the Trustee (each such

endorsement being sufficient to transfer all right, title and interest of

the party so endorsing, as noteholder or assignee thereof, in and to that

Mortgage Note) and, in the case of any Mortgage Loan originated in the

State of New York documented by a NYCEMA, the NYCEMA, the new Mortgage

Note, if applicable, the consolidated Mortgage Note and the consolidated

Mortgage;

(ii) except as provided below and other than with respect to the

Mortgage Loans purchased by the Seller under the Wells Fargo Servicing

Agreement, the original recorded Mortgage with evidence of a recording

thereon, or if any such Mortgage has not been returned from the applicable

recording office or has been lost, or if such public recording office

retains the original recorded Mortgage, a copy of such Mortgage certified

by the applicable Servicer (which may be part of a blanket certification)

as being a true and correct copy of the Mortgage;

(iii) subject to the provisos at the end of this paragraph, a duly

executed Assignment of Mortgage to "Wachovia Bank, National Association,

as trustee for the holders of Banc of America Funding Corporation Mortgage

Pass-Through Certificates, Series 2004-B" (which may be included in a

blanket assignment or assignments), together with, except as provided

below and other than with respect to the Mortgage Loans purchased by the

Seller under the Wells Fargo Servicing Agreement, originals of all interim

recorded assignments of such mortgage or a copy of such interim assignment

certified by the applicable Servicer (which may be part of a blanket

certification) as being a true and complete copy of the original recorded

intervening assignments of Mortgage (each such assignment, when duly and

validly completed, to be in recordable form and sufficient to effect the

assignment of and transfer to the assignee thereof, under the Mortgage to

which the assignment relates); provided that, if the related Mortgage has

not been returned from the applicable public recording office, such

Assignment of Mortgage may exclude the information to be provided by the

recording office; and provided, further, if the related Mortgage has been

recorded in the name of Mortgage Electronic Registration Systems, Inc.

("MERS") or its designee, no Assignment of Mortgage in favor of the

Trustee will be required to be prepared or delivered and instead, the

Master Servicer shall enforce the obligations of the applicable Servicer

to take all actions as are necessary to cause the Trust to be shown as the

owner of the related Mortgage Loan on the records of MERS for purposes of

the system of recording transfers of beneficial ownership of mortgages

maintained by MERS;

(iv) the originals of all assumption, modification, consolidation or

extension agreements, if any, with evidence of recording thereon, if any;

(v) other than with respect to the Mortgage Loans purchased by the

Seller under the Wells Fargo Servicing Agreement, the original or

duplicate original mortgagee title insurance policy and all riders

thereto;

(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; and

(viii) the original of any security agreement, chattel mortgage or

equivalent document executed in connection with the Mortgage;

provided, however, that on the Closing Date, with respect to item (iii), if an

Assignment of Mortgage is required to be recorded as set forth below, the

Depositor has delivered to the Trustee or the Custodian on behalf of the Trustee

a copy of such Assignment of Mortgage in blank rather than in the name of the

Trustee and has caused the applicable Servicer to retain the completed

Assignment of Mortgage for recording as described below, unless such Mortgage

has been recorded in the name of MERS or its designee. In addition, if the

Depositor is unable to deliver or cause the delivery of any original Mortgage

Note due to the loss of such original Mortgage Note, the Depositor may deliver a

copy of such Mortgage Note, together with a lost note affidavit, and shall

thereby be deemed to have satisfied the document delivery requirements of this

Section 2.01(b). As 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 Securities Administrator, the Trustee and the

Custodian may rely and shall be protected in relying upon the information

contained in such Exhibit L.

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 (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 has

not been delivered to either the related Servicer, the Seller 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) above, there

has been a continuing delay at the applicable insurer and the Depositor has

delivered the Officer's Certificate to such effect to the Trustee. The Depositor

shall forward or cause to be forwarded to the Trustee or the Custodian on behalf

of the Trustee (1) from time to time additional original documents evidencing an

assumption or modification of a Mortgage Loan and (2) any other documents

required to be delivered by the Depositor or the applicable 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 Depositor shall prepare, execute and deliver or cause to be

prepared, executed and delivered, on behalf of the Trust, such a document to the

public recording office.

Following a Document Transfer Event, the Depositor shall, with

respect to Mortgage Loans purchased by the Seller under the Wells Fargo

Servicing Agreement, deliver, or cause to be delivered, to the Trustee within 60

days copies (which may be in electronic form mutually agreed upon by the

Depositor and the Trustee) of the following additional documents or instruments

to the Mortgage File with respect to each such Mortgage Loan; provided, however,

that originals of such documents or instruments shall be delivered to the

Trustee, if originals are required under the law in which the related Mortgaged

Property is located in order to exercise all remedies available to the Trust

under applicable law following default by the related Mortgagor:

(1) other than if the related Mortgage has been recorded in the name

of MERS or its designee, an original copy of any intervening assignment of

Mortgage showing a complete chain of assignments;

(2) the original or a certified copy of lender's title insurance

policy; and

(3) the original Mortgage with evidence of recording thereon, and

the original recorded power of attorney, if the Mortgage was executed pursuant

to a power of attorney, with evidence of recording thereon or, if such Mortgage

or power of attorney has been submitted for recording but has not been returned

from the applicable public recording office, has been lost or is not otherwise

available, a copy of such Mortgage or power of attorney, as the case may be,

certified to be a true and complete copy of the original submitted for

recording.

As promptly as practicable subsequent to such transfer and

assignment, the Master Servicer shall (except for any Mortgage which has been

recorded in the name of MERS or its designee) enforce the obligations of the

related Servicer pursuant to the related Servicing Agreement to (I) cause each

Assignment of Mortgage to be in proper form for recording in the appropriate

public office for real property records within the time period required in the

applicable Servicing Agreement and (II) at the Depositor's expense, cause to be

delivered for recording in the appropriate public office for real property

records the Assignments of the Mortgages to the Trustee, except that, with

respect to any Assignment of a Mortgage as to which the related Servicer has not

received the information required to prepare such assignment in recordable form,

such Servicer's obligation to do so and to deliver the same for such recording

shall be as soon as practicable after receipt of such information and in

accordance with the applicable Servicing Agreement 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.

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 applicable

Servicer to deliver to the Master Servicer for deposit in the Master Servicer

Custodial Account the portion of such payment that is required to be deposited

in the Master Servicer Custodial Account pursuant to Section 3.09.

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 delivered to it, in trust for the exclusive use and benefit of all

present and future Certificateholders. Upon execution and delivery of this

document, the Trustee shall deliver or cause the Custodian to deliver to the

Depositor and the Master Servicer a certification in the form of Exhibit M

hereto (the "Initial Certification") to the effect that, except as may be

specified in a list of exceptions attached thereto, it has received the original

Mortgage Note relating to each of the Mortgage Loans listed on the Mortgage Loan

Schedule.

Within 90 days after the execution and delivery of this Agreement,

the Trustee shall review, or cause the Custodian to review, the Mortgage Files

in its possession, and shall deliver to the Depositor and the Master Servicer a

certification in the form of Exhibit N hereto (the "Final Certification") to the

effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule,

except as may be specified in a list of exceptions attached to such Final

Certification, such Mortgage File contains all of the items required to be

delivered pursuant to Section 2.01(b).

If, in the course of such review, the Trustee or the Custodian finds

any document constituting a part of a Mortgage File which does not meet the

requirements of Section 2.01 or is omitted from such Mortgage File or if the

Depositor, the Master Servicer, the Trustee, the Securities Administrator or the

Custodian discovers a breach by a Servicer or the Seller of any representation,

warranty or covenant under the Servicing Agreements or the Mortgage Loan

Purchase Agreement in respect of any Mortgage Loan and such breach materially

adversely affects the interest of the Certificateholders in the related Mortgage

Loan (provided that any such breach that causes the Mortgage Loan not to be a

"qualified mortgage" within the meaning of Section 860G(a)(3) of the code shall

be deemed to materially and adversely affect the interests of the

Certificateholders), then such party shall promptly so notify or cause the

Custodian to promptly so notify the Master Servicer, the Seller, such Servicer

and the Depositor of such failure to meet the requirements of Section 2.01 or of

such breach and request that the applicable Servicer or the Seller, as

applicable, deliver such missing documentation or cure such defect or breach

within 90 days of its discovery or its receipt of notice of any such failure to

meet the requirements of Section 2.01 or of such breach. If the Seller or the

applicable Servicer, as applicable, does not deliver such missing document or

cure such defect or breach in all material respects during such period, the

Trustee shall enforce the applicable Servicer's or Seller's obligation, as the

case may be, under the applicable Servicing Agreement or the Mortgage Loan

Purchase Agreement, as applicable, and cause the applicable Servicer or Seller,

as applicable, to either (a) solely in the case of the Seller, substitute for

the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall

be accomplished in the manner and subject to the conditions set forth below or

(b) purchase such Mortgage Loan from the Trust at the 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 must occur within 90 days of when such defect was

discovered if such defect will cause the Mortgage Loan not to be a "qualified

mortgage" within the meaning of Section 860G(a)(3) of the Code.

In performing any such review, the Trustee or the Custodian may

conclusively rely on the purported genuineness of any such document and any

signature thereon. It is understood that the scope of the Trustee's or the

Custodian's review of the Mortgage Files is limited solely to confirming that

the documents listed in Section 2.01 have been received and further confirming

that any and all documents delivered pursuant to Section 2.01 appear on their

face to have been executed and relate to the Mortgage Loans identified in the

Mortgage Loan Schedule based solely upon the review of items (i) and (xi) in the

definition of Mortgage Loan Schedule. Neither the Trustee nor the Custodian

shall have any responsibility for determining whether any document is valid and

binding, whether the text of any assignment or endorsement is in proper or

recordable form, whether any document has been recorded in accordance with the

requirements of any applicable jurisdiction, or whether a blanket assignment is

permitted in any applicable jurisdiction.

In the event of a discovery of a breach of any representation or

warranty of a Servicer or the Seller, the Trustee shall enforce the rights of

the Trust under the Servicing Agreements and the Mortgage Loan Purchase

Agreement for the benefit of the Certificateholders. In the event of a breach of

the representations or warranties with respect to the Mortgage Loans set forth

in a Servicing Agreement, the Trustee shall enforce the right of the Trust to be

indemnified for such breach of representation or warranty. In addition, if a

breach of a representation set forth in clauses (k) and (o) of paragraph 3 or

clauses (f) and (oo) of paragraph 4 of the Mortgage Loan Purchase Agreement

occurs as a result of a violation of an applicable predatory or abusive lending

law, the Trustee shall enforce the right of the Trust to reimbursement by the

Seller for all costs or damages incurred by the Trust as a result of the

violation of such law (such amount, the "Reimbursement Amount"), but, in the

case of a breach of a representation set forth in clauses (k) and (o) of

paragraph 3, only to the extent the applicable Servicer does not so reimburse

the Trust. It is understood and agreed that, except for any indemnification

provided in the Servicing Agreements and the payment of any Reimbursement

Amount, the obligation of a Servicer or the Seller to cure or to repurchase (or

substitute, in the case of the Seller) any Mortgage Loan as to which a document

is missing, a material defect in a constituent document exists or as to which

such a breach has occurred and is continuing shall constitute the sole remedy

against a Servicer or the Seller in respect of such omission, defect or breach

available to the Trustee on behalf of the Certificateholders.

It is understood and agreed that the representations and warranties

set forth in the Mortgage Loan Purchase Agreement shall survive delivery of the

Mortgage Files to the Trustee or the Custodian and shall inure to the benefit of

the Certificateholders notwithstanding any restrictive or qualified endorsement

or assignment. With respect to the representations and warranties set forth in

the Mortgage Loan Purchase Agreement that are made to the best of the Seller's

knowledge or as to which the Seller had no knowledge, if it is discovered by the

Depositor, the Master Servicer or the Trustee that the substance of such

representation or warranty is inaccurate and such inaccuracy materially and

adversely affects the interest of the Certificateholders in the related Mortgage

Loan then, notwithstanding the Seller's lack of knowledge with respect to the

substance of such representation or warranty being inaccurate as the time the

representation or warranty was made, such inaccuracy shall be deemed a breach of

the applicable representation or warranty.

The representations and warranties of each Servicer with respect to

the applicable Mortgage Loans in the related Servicing Agreement, which have

been assigned to the Trustee hereunder, were made as of the date specified in

such Servicing Agreement. To the extent that any fact, condition or event with

respect to a Mortgage Loan constitutes a breach of both (i) a representation or

warranty of a Servicer under the related Servicing Agreement and (ii) a

representation or warranty of the Seller under the Mortgage Loan Purchase

Agreement, the only right or remedy of the Trustee or of any Certificateholder

shall be the Trustee's right to enforce the obligations of the applicable

Servicer under any applicable representation or warranty made by it. The Trustee

acknowledges that the Seller shall have no obligation or liability with respect

to any breach of a representation or warranty made by it with respect to the

Mortgage Loans if the fact, condition or event constituting such breach also

constitutes a breach of a representation or warranty made by the applicable

Servicer in the applicable Servicing Agreement, without regard to whether such

Servicer fulfills its contractual obligations in respect of such representation

or warranty. The Trustee further acknowledges that the Depositor shall have no

obligation or liability with respect to any breach of any representation or

warranty with respect to the Mortgage Loans (except as set forth in Section

2.04) under any circumstances.

With respect to each Substitute Mortgage Loan the Seller shall

deliver to the Trustee, for the benefit of the Certificateholders, the Mortgage

Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage

which has been recorded in the name of MERS or its designee), and such other

documents and agreements as are otherwise required by Section 2.01, with the

Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No

substitution is permitted to be made in any calendar month after the

Determination Date for such month. Monthly Payments due with respect to any such

Substitute Mortgage Loan in the month of substitution shall not be part of the

Trust Estate. 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 Master Servicer shall amend the Mortgage Loan Schedule for the

benefit of the Certificateholders to reflect the removal of each Mortgage Loan

that has become a Defective Mortgage Loan and the substitution of the Substitute

Mortgage Loan or Loans and the Master Servicer shall deliver the amended

Mortgage Loan Schedule to the Securities Administrator, the Trustee and the

Custodian. Upon such substitution, each Substitute Mortgage Loan shall be

subject to the terms of this Agreement in all respects, and the Seller shall be

deemed to have made to the Trustee with respect to such Substitute Mortgage

Loan, as of the date of substitution, the representations and warranties made

pursuant to paragraph 4 of the Mortgage Loan Purchase Agreement. Upon any such

substitution and the deposit to the Master Servicer Custodial Account of any

required Substitution Adjustment Amount (as described in the next paragraph) and

receipt of a Request for Release, the Trustee shall upon receipt of written

notice from the Master Servicer of such deposit, release, or shall direct the

Custodian to release, the Mortgage File relating to such Defective Mortgage Loan

to the Seller and shall execute and deliver at the Seller's direction such

instruments of transfer or assignment prepared by the Seller, in each case

without recourse, as shall be necessary to vest title in the Seller, 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 Seller 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 a 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 with respect to such

Defective Mortgage Loans shall be remitted to the Master Servicer Custodial

Account by the Seller on or before the Servicer 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

Repurchase Price of any repurchase and the Substitution Adjustment Amount, if

any, shall be deposited in the Master Servicer Custodial Account. The Master

Servicer shall give the Securities Administrator and Trustee written notice of

such deposits.

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 Master Servicer shall cause to be

promptly delivered to the Trustee, upon the execution or, in the case of

documents requiring recording, receipt thereof, the originals of such other

documents or instruments constituting the Mortgage File as come into the Master

Servicer's possession from time to time.

The Trustee or the Custodian, on behalf of the Trustee, shall be

under no duty or obligation (i) to inspect, review or examine any such

documents, instruments, certificates or other papers to determine that they are

genuine, enforceable, or appropriate for the represented purpose or that they

are other than what they purport to be on their face or (ii) to determine

whether any Mortgage File should include any of the documents specified in

Section 2.01(b)(iv), (vi), (vii) and (viii).

The Securities Administrator is hereby directed to execute and

deliver, on behalf of the Trust, the Yield Maintenance Agreements.

Section 2.03 Representations, Warranties and Covenants of the Master

Servicer.

The Master Servicer hereby makes the following representations and

warranties to the Depositor, the Securities Administrator and the Trustee, as of

the Closing Date:

(i) The Master Servicer is a national banking association duly

chartered and validly existing in good standing under the laws of the

United States of America and has all licenses necessary to carry on its

business as now being conducted. The Master Servicer has power and

authority to execute and deliver this Agreement and to perform in

accordance herewith; the execution, delivery and performance of this

Agreement (including all instruments of transfer to be delivered pursuant

to this Agreement) by the Master Servicer and the consummation of the

transactions contemplated hereby have been duly and validly authorized.

This Agreement, assuming due authorization, execution and delivery by the

other parties hereto, evidences the valid, binding and enforceable

obligation of the Master Servicer, subject to applicable law except as

enforceability may be limited by (A) bankruptcy, insolvency, liquidation,

receivership, moratorium, reorganization or other similar laws affecting

the enforcement of the rights of creditors and (B) general principles of

equity, whether enforcement is sought in a proceeding in equity or at law.

All requisite corporate action has been taken by the Master Servicer to

make this Agreement valid and binding upon the Master Servicer in

accordance with its terms.

(ii) No consent, approval, authorization or order is required for

the transactions contemplated by this Agreement from any court,

governmental agency or body, or federal or state regulatory authority

having jurisdiction over the Master Servicer is required or, if required,

such consent, approval, authorization or order has been or will, prior to

the Closing Date, be obtained.

(iii) The consummation of the transactions contemplated by this

Agreement are in the ordinary course of business of the Master Servicer

and will not result in the breach of any term or provision of the charter

or by-laws of the Master Servicer or result in the breach of any term or

provision of, or conflict with or constitute a default under or result in

the acceleration of any obligation under, any agreement, indenture or loan

or credit agreement or other instrument to which the Master Servicer or

its property is subject, or result in the violation of any law, rule,

regulation, order, judgment or decree to which the Master Servicer or its

property is subject.

(iv) There is no action, suit, proceeding or investigation pending

or, to the best knowledge of the Master Servicer, threatened against the

Master Servicer which, either individually or in the aggregate, would

result in any material adverse change in the business, operations,

financial condition, properties or assets of the Master Servicer, or in

any material impairment of the right or ability of the Master Servicer to

carry on its business substantially as now conducted or which would draw

into question the validity of this Agreement or the Mortgage Loans or of

any action taken or to be taken in connection with the obligations of the

Master Servicer contemplated herein, or which would materially impair the

ability of the Master Servicer to perform under the terms of this

Agreement.

The representations and warranties made pursuant to this Section

2.03 shall survive delivery of the respective Mortgage Files to the Trustee or

the Custodian for the benefit of the Certificateholders.

Section 2.04 Representations and Warranties of the Depositor as to

the Mortgage Loans.

The Depositor hereby represents and warrants to the Trustee with

respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of

the date hereof or such other date set forth herein that as of the Closing Date:

(i) Immediately prior to the transfer and assignment contemplated

herein, the Depositor was the sole owner and holder of the Mortgage Loans.

The Mortgage Loans were not assigned or pledged by the Depositor and the

Depositor had good and marketable title thereto, and the Depositor had

full right to transfer and sell the Mortgage Loans to the Trustee free and

clear of any encumbrance, participation interest, lien, equity, pledge,

claim or security interest and had full right and authority subject to no

interest or participation in, or agreement with any other party to sell or

otherwise transfer the Mortgage Loans.

(ii) As of the Closing Date, the Depositor has transferred all

right, title and interest in the Mortgage Loans to the Trustee on behalf

of the Trust.

(iii) As of the Closing Date, the Depositor has not transferred the

Mortgage Loans to the Trustee on behalf of the Trust with any intent to

hinder, delay or defraud an of its creditors.

It is understood and agreed that the representations and warranties

set forth in this Section 2.04 shall survive delivery of the respective Mortgage

Files to the Trustee or the Custodian and shall inure to the benefit of the

Trustee, notwithstanding any restrictive or qualified endorsement or assignment.

Section 2.05 Designation of Interests in the REMICs. The Depositor

hereby designates the Classes of Senior Certificates (other than the Class 7-CE

Certificates, the Group 7 Certificates and the Residual Certificates) as

"regular interests" and the Class 3-A-R Certificate 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 designates the

Group 7 Certificates and the Class 7-CE Certificates as "regular interests" and

the Class 7-R Certificate as the single class of "residual interest" in the

Group 7 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 Lower-Tier Interests as classes of "regular interests" and the

Class 3-A-LR Certificate 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; (ii) the Uncertificated Middle-Tier Interests as classes of

"regular interests" and the Class 3-A-MR Certificate as the single class of

"residual interest" in the Middle-Tier REMIC for the purposes of Code Sections

860G(a)(1) and 860G(a)(2), respectively; and (iii) the Uncertificated Group 7

Lower-Tier Interests as classes of "regular interests" and the Class 7-LR

Certificate as the single class of "residual interest" in the Group 7 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 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 each REMIC is December 25,

2034.

Section 2.08 Execution and Delivery of Certificates. The Securities

Administrator (i) acknowledges the issuance of and hereby declares that it holds

the Uncertificated Lower-Tier Interests on behalf of the Middle-Tier REMIC and

the Certificateholders (other than holders of the Group 7 Certificates) and that

it holds the Uncertificated Middle-Tier Interests on behalf of the Upper-Tier

REMIC and the Certificateholders (other than holders of Group 7 Certificates),

(ii) acknowledges the issuance of and hereby declares that it holds the

Uncertificated Group 7 Lower-Tier Interests on behalf of the Group 7 Upper-Tier

REMIC and the holders of Group 7 Certificates, and (iii) has executed and

delivered to or upon the order of the Depositor, in exchange for the Mortgage

Loans, Uncertificated Lower-Tier Interests, Uncertificated Middle-Tier Interests

and Uncertificated Group 7 Lower-Tier Interest, together with all other assets

included in the definition of "Trust Estate," receipt of which, together with

the Uncertificated Lower-Tier Interests and Uncertificated Middle-Tier

Interests, is hereby acknowledged, the Certificates in authorized denominations

which evidence ownership of the entire Trust Estate (exclusive of the assets of

the Grantor Trust). The Trustee hereby declares that it holds the Yield

Maintenance Agreements, the Reserve Account and the obligation of the Class 7-CE

Certificateholders to pay Cap Carryover Amounts as assets of the Grantor Trust

for the benefit of the holders of each interest-bearing Class of Group 7

Certificates.

ARTICLE III

ADMINISTRATION AND MASTER SERVICING

OF MORTGAGE LOANS

Section 3.01 Master Servicing of the Mortgage Loans. For and on

behalf of the Certificateholders, the Master Servicer shall supervise, monitor

and oversee the obligations of the Servicers to service and administer their

respective Mortgage Loans in accordance with the terms of the applicable

Servicing Agreement and shall have full power and authority to do any and all

things which it may deem necessary or desirable in connection with such master

servicing and administration. In performing its obligations hereunder, the

Master Servicer shall act in a manner consistent with this Agreement, subject to

the prior sentence, and with customary and usual standards of practice of

prudent mortgage loan master servicers. Furthermore, the Master Servicer shall

oversee and consult with each Servicer as necessary from time-to-time to carry

out the Master Servicer's obligations hereunder, shall receive, review and

evaluate all reports, information and other data provided to the Master Servicer

by each Servicer and shall cause each Servicer to perform and observe the

covenants, obligations and conditions to be performed or observed by such

Servicer under the applicable Servicing Agreement. The Master Servicer shall

independently and separately monitor each Servicer's servicing activities with

respect to each related Mortgage Loan, reconcile the results of such monitoring

with such information provided in the previous sentence on a monthly basis and

coordinate corrective adjustments to the Servicers' and Master Servicer's

records, and based on such reconciled and corrected information, prepare the

Master Servicer's Certificate and any other information and statements required

hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan

monitoring with the actual remittances of the Servicers to the Master Servicer

Custodial Account pursuant to the applicable Servicing Agreements.

The relationship of the Master Servicer (and of any successor to the

Master Servicer as master servicer under this Agreement) to the Trustee and the

Securities Administrator under this Agreement is intended by the parties to be

that of an independent contractor and not that of a joint venturer, partner or

agent.

Section 3.02 Monitoring of Servicers.

(a) The Master Servicer shall be responsible for reporting to the

Trustee, the Securities Administrator and the Depositor the compliance by each

Servicer with its duties under the related Servicing Agreement. In the review of

each Servicer's activities, the Master Servicer may rely upon an officer's

certificate of the Servicer with regard to such Servicer's compliance with the

terms of its Servicing Agreement. In the event that the Master Servicer, in its

judgment, determines that a Servicer should be terminated in accordance with its

Servicing Agreement, or that a notice should be sent pursuant to such Servicing

Agreement with respect to the occurrence of an event that, unless cured, would

constitute grounds for such termination, the Master Servicer shall notify the

Depositor, the Securities Administrator and the Trustee thereof and the Master

Servicer shall issue such notice or take such other action as it deems

appropriate.

(b) The Master Servicer, for the benefit of the Trustee and the

Certificateholders, shall enforce the obligations of each Servicer under the

related Servicing Agreement, and shall, in the event that a Servicer fails to

perform its obligations in accordance with the related Servicing Agreement,

subject to the preceding paragraph, terminate the rights and obligations of such

Servicer thereunder and act as successor Servicer of the related Mortgage Loans

under the applicable Servicing Agreement (except, in the case of the termination

of Wells Fargo Bank as Servicer under the Wells Fargo Servicing Agreement, the

Trustee, if it so elects, shall act as successor Servicer, or shall appoint a

successor Servicer, of the related Mortgage Loans under the Wells Fargo

Servicing Agreement) or cause the Trustee to enter in to a new Servicing

Agreement with a successor Servicer selected by the Master Servicer (except, in

the case of the Wells Fargo Servicing Agreement, the Trustee shall select the

successor Servicer); provided, however, it is understood and acknowledged by the

parties hereto that there will be a period of transition (not to exceed 90 days)

before the actual servicing functions can be fully transferred to such successor

Servicer. Such enforcement, including, without limitation, the legal prosecution

of claims, termination of Servicing Agreements and the pursuit of other

appropriate remedies, shall be in such form and carried out to such an extent

and at such time as the Master Servicer, in its good faith business judgment,

would require were it the owner of the related Mortgage Loans. The Master

Servicer and Trustee, as applicable, 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

whom such enforcement is directed, provided that the Master Servicer and the

Trustee, as applicable, shall not be required to prosecute or defend any legal

action except to the extent that the Master Servicer or the Trustee, as

applicable, shall have received reasonable indemnity for its costs and expenses

in pursuing such action.

and timely reimbursed by the terminated Servicer, the Master Servicer or the

Trustee, as applicable, shall be entitled to reimbursement of such costs and

expenses from the Master Servicer Custodial Account.

(d) The Master Servicer shall require each Servicer to comply with

the remittance requirements and other obligations set forth in the related

Servicing Agreement.

(e) If the Master Servicer acts as Servicer, it will not assume

liability for the representations and warranties of the Servicer, if any, that

it replaces.

Section 3.03 Fidelity Bond; Errors and Omissions Insurance. The

Master Servicer shall maintain, at its own expense, a blanket fidelity bond and

an errors and omissions insurance policy, with broad coverage on all officers,

employees or other persons involved in the performance of its obligations as

Master Servicer hereunder. These policies must insure the Master Servicer

against losses resulting from dishonest or fraudulent acts committed by the

Master Servicer's personnel, any employees of outside firms that provide data

processing services for the Master Servicer, and temporary contract employees or

student interns. No provision of this Section 3.03 requiring such fidelity bond

and errors and omissions insurance shall diminish or relieve the Master Servicer

from its duties and obligations as set forth in this Agreement. The minimum

coverage under any such bond and insurance policy shall be at least equal to the

corresponding amounts required by FNMA in the FNMA Servicing Guide or by FHLMC

in the FHLMC Sellers' & Servicers' Guide, as amended or restated from time to

time, or in an amount as may be permitted to the Master Servicer by express

waiver of FNMA or FHLMC. In the event that any such policy or bond ceases to be

in effect, the Master Servicer shall obtain a comparable replacement policy or

bond from an insurer or issuer, meeting the requirements set forth above as of

the date of such replacement.

Section 3.04 Access to Certain Documentation.

The Master Servicer shall provide and cause each Servicer to provide

in accordance with the related Servicing Agreement to the OCC, the OTS, the FDIC

and to comparable regulatory authorities supervising Holders of Certificates and

the examiners and supervisory agents of the OCC, the OTS, the FDIC and such

other authorities, access to the documentation required by applicable

regulations of the OCC, the OTS, the FDIC and such other authorities with

respect to the Mortgage Loans. Such access shall be afforded without charge, but

only upon reasonable and prior written request and during normal business hours

at the offices designated by the Master Servicer and the related Servicer. In

fulfilling such request for access, the Master Servicer shall not be responsible

to determine the sufficiency of any information provided by such Servicer.

Nothing in this Section 3.04 shall limit the obligation of the Master Servicer

and the related Servicer to observe any applicable law and the failure of the

Master Servicer or the related Servicer to provide access as provided in this

Section 3.04 as a result of such obligation shall not constitute a breach of

this Section 3.04.

Section 3.05 Maintenance of Primary Mortgage Insurance Policy;

Claims.

(a) The Master Servicer shall not take, or permit any Servicer (to

the extent such action is prohibited under the applicable Servicing Agreement)

to take, any action that would result in noncoverage under any applicable

Primary Mortgage Insurance Policy of any loss which, but for the actions of such

Master Servicer or Servicer, would have been covered thereunder. The Master

Servicer shall use its best reasonable efforts to cause each Servicer (to the

extent required under the related Servicing Agreement) to keep in force and

effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain

such insurance), primary mortgage insurance applicable to each Mortgage Loan in

accordance with the provisions of this Agreement and the related Servicing

Agreement, as applicable. The Master Servicer shall not, and shall not permit

any Servicer (to the extent required under the related Servicing Agreement) to,

cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in

effect at the date of the initial issuance of the Mortgage Note and is required

to be kept in force hereunder except in accordance with the provisions of this

Agreement and the related Servicing Agreement, as applicable.

(b) The Master Servicer agrees to present, or to cause each Servicer

(to the extent required under the related Servicing Agreement) to present, on

behalf of the Trustee and the Certificateholders, claims to the insurer under

any Primary Mortgage Insurance Policies and, in this regard, to take such

reasonable action as shall be necessary to permit recovery under any Primary

Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to

Sections 3.08 and 3.09, any amounts collected by the Master Servicer or any

Servicer under any Primary Mortgage Insurance Policies shall be deposited in the

Master Servicer Custodial Account, subject to withdrawal pursuant to Section

3.12.

Section 3.06 Rights of the Depositor, the Securities Administrator

and the Trustee in Respect of the Master Servicer.

The Depositor may, but is not obligated to, enforce the obligations

of the Master Servicer hereunder and may, but is not obligated to, perform, or

cause a designee to perform, any defaulted obligation of the Master Servicer

hereunder and in connection with any such defaulted obligation to exercise the

related rights of the Master Servicer hereunder; provided that the Master

Servicer shall not be relieved of any of its obligations hereunder by virtue of

such performance by the Depositor or its designee. None of the Securities

Administrator, the Trustee or the Depositor shall have any responsibility or

liability for any action or failure to act by the Master Servicer and the

Securities Administrator, the Trustee or the Depositor shall not be obligated to

supervise the performance of the Master Servicer hereunder or otherwise.

Section 3.07 Trustee to Act as Master Servicer.

If the Master Servicer shall for any reason no longer be the Master

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 Master Servicer to assume, all of the rights and obligations of the

Master Servicer hereunder arising thereafter. Any such assumption shall be

subject to Sections 7.02 and 8.05.

The predecessor Master Servicer shall, upon request of the Trustee,

but at the expense of the predecessor Master Servicer, deliver to the assuming

party all master servicing documents and records 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 documentation and records to the

assuming party. The Trustee shall be entitled to be reimbursed from the Master

Servicer (or the Trust if the Master Servicer is unable to fulfill its

obligations hereunder) for all Master Servicing Transfer Costs.

Section 3.08 Servicer Custodial Accounts.

The Master Servicer shall enforce the obligation of each Servicer to

establish and maintain a Servicer Custodial Account in accordance with the

applicable Servicing Agreement, with records to be kept with respect thereto on

a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited

within 48 hours (or as of such other time specified in the related Servicing

Agreement) of receipt all collections of principal and interest on any Mortgage

Loan and with respect to any REO Property received by a Servicer, including

Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Recoveries and

Advances made from the Servicer's own funds (less servicing compensation as

permitted by the applicable Servicing Agreement in the case of any Servicer) and

all other amounts to be deposited in the Servicer Custodial Account. The Master

Servicer is hereby authorized to make withdrawals from and deposits to the

related Servicer Custodial Account for purposes required or permitted by this

Agreement.

Section 3.09 Collection of Mortgage Loan Payments; Master Servicer

Custodial Account, Servicer Custodial Account, Distribution Account and Reserve

Account. (a) Continuously from the date hereof until the principal and interest

on all Mortgage Loans are paid in full, the Master Servicer shall enforce the

obligations of the Servicers to collect all payments due under the terms and

provisions of the Mortgage Loans when the same shall become due and payable to

the extent such procedures shall be consistent with the applicable Servicing

Agreement.

(b) The Master Servicer shall establish and maintain the Master

Servicer Custodial Account, which shall be an Eligible Account. The Master

Servicer shall promptly upon receipt, deposit in the Master Servicer Custodial

Account and retain therein any amounts which are required to be deposited in the

Master Servicer Custodial Account by the Master Servicer.

Distribution Account, which shall be deemed to consist of ten sub-accounts and

into which the Master Servicer will deposit on or prior to 11:00 AM New York

time, on each Distribution Date (or, if the Securities Administrator is no

longer the same Person as, or an Affiliate of, the Master Servicer, the Business

Day preceding each Distribution Date), all amounts on deposit in the Master

Servicer Custodial Account for distribution to Certificateholders. The

Distribution Account shall be an Eligible Account.

(d) fically provided herein, the Master Servicer shall deposit or

cause to be deposited into the Master Servicer Custodial Account the following

payments and collections remitted to the Master Servicer by each Servicer from

its respective Servicer Custodial Account pursuant to the related Servicing

Agreement or otherwise received by the Master 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:

(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 related 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 3.10 and (B) any Insurance Proceeds

released from an Escrow Account;

(iv) any amount required to be deposited by the Master Servicer

pursuant to Section 3.09(e) in connection with any losses on Permitted

Investments with respect to the Master Servicer Custodial Account;

(v)any amounts relating to REO Property required to be remitted by

the applicable Servicer;

(vi) Periodic Advances made by the applicable Servicer pursuant to

the related Servicing Agreement (or, if applicable, by the Master Servicer

or Trustee pursuant to Section 3.22) and any Compensating Interest paid by

the applicable Servicer pursuant to the related Servicing Agreement;

(vii) all Repurchase Prices, all Substitution Adjustment Amounts and

all Reimbursement Amounts to the extent received by the Servicer;

(viii) any Recoveries; and

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

If the Master Servicer shall deposit any amount not required to be

deposited, it may at any time withdraw such amount from the Master Servicer

Custodial Account, any provision herein to the contrary notwithstanding. All

funds required to be deposited in the Master Servicer Custodial Account shall be

held by the Master Servicer in trust for the Certificateholders until disbursed

in accordance with this Agreement or withdrawn in accordance with Section 3.12.

Amounts received in respect of the Group 1 Mortgage Loans shall be deemed

deposited in Sub-Account 1. Amounts received in respect of the Group 2 Mortgage

Loans shall be deemed deposited in Sub-Account 2. Amounts received in respect of

the Group 3 Mortgage Loans shall be deemed deposited in Sub-Account 3. Amounts

received in respect of the Group 4 Mortgage Loans shall be deemed deposited in

Sub-Account 4. Amounts received in respect of the Group 5 Mortgage Loans shall

be deemed deposited in Sub-Account 5. Amounts received in respect of the Group 6

Mortgage Loans shall be deemed deposited in Sub-Account 6. Amounts received in

respect of the Group 7 Mortgage Loans shall be deemed deposited in Sub-Account

(e) Each institution at which the Master Servicer Custodial Account

is maintained shall invest the funds therein as directed in writing by the

Master Servicer in Permitted Investments, which shall mature not later than the

Business Day next preceding the Distribution Date (except that if such Permitted

Investment is an obligation of the institution that maintains such account, then

such Permitted Investment shall mature not later than such Distribution Date)

and, in each case, shall not be sold or disposed of prior to its maturity. All

such Permitted Investments shall be made in the name of the Trustee, for the

benefit of the Certificateholders. All Master Servicer Custodial Account

Reinvestment Income shall be for the benefit of the Master Servicer as part of

its master servicing compensation and shall be remitted to the Master Servicer

monthly as provided herein. The amount of any losses realized in the Master

Servicer Custodial Account incurred in any such account in respect of any such

investments shall promptly be deposited by the Master Servicer from its own

funds in the Master Servicer Custodial Account. Each institution at which the

Distribution Account is maintained shall invest the funds therein if directed in

writing by the Securities Administrator in Permitted Investments that are

obligations of the institution that maintains the Distribution Account, which

shall mature on the Distribution Date and shall not be sold or disposed of prior

to its maturity. All such Permitted Investments shall be made in the name of the

Trustee, for the benefit of the Certificateholders. All income and gains net of

any losses realized since the preceding Distribution Date from Permitted

Investments of funds in the Distribution Account shall be for the benefit of the

Securities Administrator as additional compensation and the amount of any losses

realized in the Distribution Account in respect of any such Permitted

Investments shall promptly be deposited by the Securities Administrator from its

own funds in the Distribution Account.

(f) The Master Servicer shall give notice to the Depositor, the

Trustee, the Securities Administrator and the Rating Agencies of any proposed

change of location of the Master Servicer Custodial Account not later than 30

days after and not more that 45 days prior to any change thereof. The Securities

Administrator shall give notice to the Depositor, the Trustee, the Master

Servicer and the Rating Agencies of any proposed change of the location of the

Distribution Account maintained by the Securities Administrator not later than

30 days after and not more than 45 days prior to any change thereof. The

creation of the Master Servicer Custodial Account and the Distribution Account

shall be evidenced by a certification substantially in the form of Exhibit F

hereto.

(g) The Securities Administrator shall designate each of the

Middle-Tier Sub-Account and the Upper-Tier Certificate Sub-Account and the Group

7 Upper-Tier Distribution Account as a sub-account of the Distribution Account.

On each Distribution Date, the Securities Administrator shall, from funds

available on deposit in the Distribution Account (and deemed on deposit in

Sub-Account 1, Sub-Account 2, Sub-Account 3, Sub-Account 4, Sub-Account 5 and

Sub-Account 6, as applicable), be deemed to deposit into the Middle-Tier

Sub-Account, the Lower-Tier Distribution Amount. The Securities Administrator

shall then immediately, from funds available in the Middle-Tier Sub-Account, be

deemed to deposit into the Upper-Tier Certificate Sub-Account, the Middle-Tier

Distribution Amount. On each Distribution Date, the Securities Administrator

shall, from funds available on deposit in the Distribution Account (and deemed

on deposit in Sub-Account 7), be deemed to deposit into the Group 7 Upper-Tier

Sub-Account, the Group 7 Lower-Tier Distribution Amount.

(h) (i) The Securities Administrator shall establish and maintain

the Reserve Account, held in trust for the benefit of the Holders of the Offered

Group 7 Certificates. The Securities Administrator shall deposit in the Reserve

Account on the date received by it, any Yield Maintenance Agreement Payments

received from the Yield Maintenance Agreement Counterparty for the related

Distribution Date. Funds on deposit in the Reserve Account shall remain

uninvested. On each Distribution Date, the Securities Administrator shall

withdraw from the Reserve Account any Yield Maintenance Agreement Payments and

apply them in the following order of priority:

(A) to the Offered Group 7 Certificates, any remaining unpaid

Cap Carryover Amounts for such classes for such Distribution Date

(after distributions pursuant to Section 5.03(c) hereof,

sequentially, to the Class 7-A-1, Class 7-M-1, Class 7-M-2 and Class

7-M-3 Certificates, in that order; and

(B) to the Class 7-CE Certificates, any remaining amounts on

deposit in the Reserve Account.

(ii) The Trustee shall account for the Reserve Account as an asset

of the Grantor Trust and not an asset of any REMIC created pursuant to

this Agreement. The beneficial owner of the Reserve Account is the Class

7-CE Certificateholder. For all federal tax purposes, amounts transferred

or reimbursed by the Group 7 Upper-Tier REMIC to the Reserve Account shall

be treated as distributions by the Securities Administrator to the Class

7-CE Certificateholder.

(iii) Any Cap Carryover Amounts paid by the Securities Administrator

pursuant to this Section 3.09(h) to the Offered Group 7 Certificates shall

be accounted for by the Trustee as amounts paid first to the Class 7-CE

Certificates and then to the Offered Group 7 Certificates from the Grantor

Trust. In addition, the Trustee shall account for the Offered Group 7

Certificates' rights to receive payments of Cap Carryover Amounts as

rights in limited recourse interest rate cap contracts written by the

Class 7-CE Certificates in favor of the Offered Group 7 Certificates.

(i) For federal tax return and information reporting, the right of

the Holders of the Offered Group 7 Certificates to receive payments under the

Yield Maintenance Agreements in respect of any related Yield Maintenance

Agreement Payments shall be assigned a value of zero.

Section 3.10 Collection of Taxes, Assessments and Similar Items;

Escrow Accounts. (a) To the extent required by the related Servicing Agreement

and by the related Mortgage Note and not violative of current law, the Master

Servicer shall require each Servicer to establish and maintain one or more

escrow accounts (for each Servicer, collectively, the "Escrow Account") and

deposit and retain therein all collections from the Mortgagors (or Advances by

such Servicer) for the payment of taxes, assessments, hazard insurance premiums

or comparable items for the account of the Mortgagors. Nothing herein shall

require the Master Servicer to compel a Servicer to establish an Escrow Account

in violation of applicable law.

Section 3.11 Access of Securities Administrator and Trustee to

Certain Documentation and Information Regarding the Mortgage Loans.

The Master Servicer shall afford and shall enforce the obligation of

the Servicers to afford the Securities Administrator and the Trustee reasonable

access to all records and documentation regarding the Mortgage Loans and all

accounts, insurance information and other matters relating to this Agreement,

such access being afforded without charge, but only upon reasonable request and

during normal business hours at the office designated by the Master Servicer or

the applicable Servicer.

Section 3.12 Permitted Withdrawals from the Master Servicer

Custodial Account and the Distribution Account.

(a) The Securities Administrator shall withdraw funds from the

Distribution Account for distributions to Certificateholders in the manner

specified in this Agreement. In addition, the Master Servicer may from time to

time make withdrawals from the Master Servicer Custodial Account for the

following purposes:

(i) to pay to the Servicers (to the extent not previously retained

by them), the Servicing Fee to which they are entitled pursuant to the

Servicing Agreements, to pay the Securities Administrator the Securities

Administrator Fee and to pay itself any Master Servicer Custodial Account

Reinvestment Income;

(ii) to pay 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

9.11, other than the amounts provided for in the first sentence of Section

9.11);

(iii) to reimburse the Servicers (or, if applicable, itself or the

Trustee) for unreimbursed Advances made pursuant to the related Servicing

Agreement (or in the case of the Master Servicer or the Trustee, pursuant

to Section 3.22), such right of reimbursement pursuant to this clause

(iii) being limited first to amounts received on the Mortgage Loans

serviced by such Servicer (or, if applicable, the Master Servicer or the

Trustee) in the related Loan Group in respect of which any such Advance

was made and then limited to amounts received on all the Mortgage Loans

serviced by such Servicer (or, if applicable, the Master Servicer or the

Trustee);

(iv) to reimburse the Servicers for any Nonrecoverable Advance

previously made, such right of reimbursement pursuant to this clause (iv)

being limited first to amounts received on the Mortgage Loans serviced by

such Servicer in the same Loan Group as the Mortgage Loan(s) in respect of

which such Nonrecoverable Advance was made and then limited to amounts

received on all the Mortgage Loans serviced by such Servicer (or, if

applicable, the Master Servicer or the Trustee);

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

Insurance Proceeds;

(vi) to pay to the purchaser, with respect to each Mortgage Loan or

REO Property that has been purchased pursuant to Section 2.02, all amounts

received thereon after the date of such purchase;

(vii) to reimburse itself or the Depositor for expenses incurred by

any of them and reimbursable pursuant to this Agreement, including but not

limited to, Section 3.02 and Section 7.03;

(viii) to withdraw any amount deposited in the Master Servicer

Custodial Account and not required to be deposited therein; and

(ix) to clear and terminate the Master Servicer Custodial Account

upon termination of this Agreement pursuant to Section 10.01.

(b) On each Distribution Date, funds on deposit in the Distribution

Account and deemed to be on deposit in the Middle-Tier Sub-Account shall be used

to make payments on the Class 3-A-MR Certificate as provided in Sections 5.01

and 5.02. On each Distribution Date, funds on deposit in the Distribution

Account and deemed to be on deposit in the Upper-Tier Certificate Sub-Account

shall be used to make payments on the Regular Certificates (other than the

Offered Group 7 Certificates) and the Class 3-A-R Certificate as provided in

Sections 5.01 and 5.02. On each Distribution Date, funds on deposit in the

Distribution Account and deemed to be on deposit in the Group 7 Upper-Tier

Certificate Sub-Account shall be used to make payments on the Offered Group 7

Certificates, the Class 7-CE Certificates and the Class 7-R Certificate as

provided in Section 5.03. The Distribution Account shall be cleared and

terminated upon termination of this Agreement pursuant to Section 10.01.

Section 3.13 Maintenance of Hazard Insurance and Other Insurance.

For each Mortgage Loan, the Master Servicer shall enforce any

obligation of the Servicers under the related Servicing Agreements to maintain

or cause to be maintained fire, flood and hazard insurance with extended

coverage customary in the area where the Mortgaged Property is located in

accordance with the related Servicing Agreements. It is understood and agreed

that such insurance provided for in this Section 3.13 shall be with insurers

meeting the eligibility requirements set forth in the applicable Servicing

Agreement and that no earthquake or other additional insurance is to be required

of any Mortgagor or to be maintained on property acquired in respect of a

defaulted loan, other than pursuant to such applicable laws and regulations as

shall at any time be in force and as shall require such additional insurance.

Pursuant to Sections 3.08 and 3.09, any amounts collected by the

Master Servicer, or by any Servicer, under any insurance policies (other than

amounts to be applied to the restoration or repair of the property subject to

the related Mortgage or released to the Mortgagor in accordance with the

applicable Servicing Agreement) shall be deposited into the Master Servicer

Custodial Account, subject to withdrawal pursuant to Section 3.12. Any cost

incurred by the Master Servicer or any Servicer in maintaining any such

insurance if the Mortgagor defaults in its obligation to do so shall be added to

the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so

permit; provided, however, that the addition of any such cost shall not be taken

into account for purposes of calculating the distributions to be made to

Certificateholders and shall be recoverable by the Master Servicer or such

Servicer pursuant to Sections 3.09 and 3.10.

Section 3.14 Presentment of Claims and Collection of Proceeds.

The Master Servicer shall (to the extent provided in the applicable

Servicing Agreement) cause the related Servicer to, prepare and present on

behalf of the Trustee and the Certificateholders all claims under the Insurance

Policies and take such actions (including the negotiation, settlement,

compromise or enforcement of the insured's claim) as shall be necessary to

realize recovery under such policies. Any proceeds disbursed to the Master

Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in

respect of such policies, bonds or contracts shall be promptly deposited in the

Master Servicer Custodial Account upon receipt, except that any amounts realized

that are to be applied to the repair or restoration of the related Mortgaged

Property as a condition precedent to the presentation of claims on the related

Mortgage Loan to the insurer under any applicable Insurance Policy need not be

so deposited (or remitted).

Section 3.15 Enforcement of Due-On-Sale Clauses; Assumption

Agreements. (a) To the extent provided in the applicable Servicing Agreement and

to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master

Servicer shall cause the Servicers to enforce such clauses in accordance with

the applicable Servicing Agreement. If applicable law prohibits the enforcement

of a due-on-sale clause or such clause is otherwise not enforced in accordance

with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan

is assumed, the original Mortgagor may be released from liability in accordance

with the applicable Servicing Agreement.

Section 3.16 Realization Upon Defaulted Mortgage Loans; REO

Property. (a) The Master Servicer shall cause each Servicer (to the extent

required under the related Servicing Agreement) to foreclose upon or otherwise

comparably convert the ownership of Mortgaged Properties securing such of the