SALE AGREEMENT

Sales Agreement

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BAS SECURITIZATION LLC | BANC OF AMERICA SECURITIES AUTO TRUST 2005-WF1

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Title: SALE AGREEMENT
Governing Law: New York Date: 7/13/2005

SALE AGREEMENT, Parties: bas securitization llc , banc of america securities auto trust 2005-wf1

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EXHIBIT 10.2

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SALE AGREEMENT

by and between

BANC OF AMERICA SECURITIES AUTO TRUST 2005-WF1,

as Issuer

and

BAS SECURITIZATION LLC,

as Seller

Dated as of July 7, 2005

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TABLE OF CONTENTS

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PAGE

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ARTICLE I DEFINITIONS AND USAGE........................................1

SECTION 1.1 Definitions................................................1

SECTION 1.2 Other Interpretive Provisions..............................1

ARTICLE II CONVEYANCE OF TRANSFERRED ASSETS.............................2

SECTION 2.1 Conveyance of Transferred Assets...........................2

SECTION 2.2 Representations and Warranties of the Seller as to

each Receivable............................................2

SECTION 2.3 Repurchase upon Breach.....................................2

ARTICLE III THE SELLER...................................................3

SECTION 3.1 Representations and Warranties of Seller...................3

SECTION 3.2 Liability of the Seller; Indemnities.......................4

SECTION 3.3 Merger or Consolidation of, or Assumption of the

Obligations of, Seller.....................................5

SECTION 3.4 Limitation on Liability of Seller and Others...............6

SECTION 3.5 Seller May Own Notes.......................................6

SECTION 3.6 Sarbanes-Oxley Act Requirements and 1934 Act Filings.......6

SECTION 3.7 Compliance with Organizational Documents...................6

SECTION 3.8 Perfection Representations, Warranties and Covenants.......6

ARTICLE IV MISCELLANEOUS PROVISIONS.....................................7

SECTION 4.1 Amendment..................................................7

SECTION 4.2 Protection of Title........................................8

SECTION 4.3 Other Liens or Interests...................................8

SECTION 4.4 Transfers Intended as Sale; Security Interest..............9

SECTION 4.5 Information Requests......................................10

SECTION 4.6 Notices, Etc..............................................10

SECTION 4.7 Choice of Law.............................................10

SECTION 4.8 Headings..................................................10

SECTION 4.9 Counterparts..............................................10

SECTION 4.10 Waivers...................................................10

SECTION 4.11 Entire Agreement..........................................11

SECTION 4.12 Severability of Provisions................................11

SECTION 4.13 Binding Effect............................................11

SECTION 4.14 Acknowledgment and Agreement..............................11

SECTION 4.15 Cumulative Remedies.......................................11

SECTION 4.16 Nonpetition Covenant......................................11

SECTION 4.17 Submission to Jurisdiction; Waiver of Jury Trial..........12

SECTION 4.18 Limitation of Liability...................................12

SECTION 4.19 Third-Party Beneficiaries.................................12

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Sale Agreement (2005-WF1)

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TABLE OF CONTENTS

(continued)

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Schedule I Representations and Warranties

Schedule II Notice Addresses

Exhibit A Form of Assignment pursuant to Sale Agreement

Exhibit B Perfection Representations, Warranties and Covenants

Appendix A Definitions

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Sale Agreement (2005-WF1)

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SALE AGREEMENT, dated as of July 7, 2005 (as amended, supplemented or

otherwise modified and in effect from time to time, this "Agreement"), by and

between BANC OF AMERICA SECURITIES AUTO TRUST 2005-WF1, a Delaware statutory

trust (the "Issuer") and BAS SECURITIZATION LLC, a Delaware limited liability

company, as seller (the "Seller").

WHEREAS, the Issuer desires to purchase from the Seller a portfolio of

motor vehicle receivables, including motor vehicle retail installment loans that

are secured by new and used automobiles and light-duty trucks; and

WHEREAS, the Seller is willing to sell such portfolio of motor vehicle

receivables and related property to the Issuer;

NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, and other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties hereto,

intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS AND USAGE

SECTION 1.1 Definitions. Except as otherwise specified herein or as the

context may otherwise require, capitalized terms used but not otherwise defined

herein are defined in Appendix A hereto, which also contains rules as to usage

that are applicable herein.

SECTION 1.2 Other Interpretive Provisions. For purposes of this

Agreement, unless the context otherwise requires: (a) accounting terms not

otherwise defined in this Agreement, and accounting terms partly defined in this

Agreement to the extent not defined, shall have the respective meanings given to

them under generally accepted accounting principles; (b) terms defined in

Article 9 of the UCC as in effect in the relevant jurisdiction and not otherwise

defined in this Agreement are used as defined in that Article; (c) the words

"hereof," "herein" and "hereunder" and words of similar import refer to this

Agreement as a whole and not to any particular provision of this Agreement; (d)

references to any Article, Section, Schedule, Appendix or Exhibit are references

to Articles, Sections, Schedules, Appendices and Exhibits in or to this

Agreement and references to any paragraph, subsection, clause or other

subdivision within any Section or definition refer to such paragraph,

subsection, clause or other subdivision of such Section or definition; (e) the

term "including" means "including without limitation"; (f) except as otherwise

expressly provided herein, references to any law or regulation refer to that law

or regulation as amended from time to time and include any successor law or

regulation; (g) references to any Person include that Person's successors and

assigns; and (h) headings are for purposes of reference only and shall not

otherwise affect the meaning or interpretation of any provision hereof.

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ARTICLE II

CONVEYANCE OF TRANSFERRED ASSETS

SECTION 2.1 Conveyance of Transferred Assets. In consideration of the

Issuer's sale and delivery to, or upon the order of, the Seller of all of the

Notes and the Residual Interest on the Closing Date, the Seller does hereby

irrevocably sell, transfer, assign and otherwise convey to the Issuer without

recourse (subject to the obligations herein) all right, title and interest of

the Seller, whether now owned or hereafter acquired, in, to and under the

Transferred Assets, identified in an Assignment substantially in the form of

Exhibit A delivered on the Closing Date. The sale, transfer, assignment and

conveyance made hereunder does not constitute and is not intended to result in

an assumption by the Issuer of any obligation of the Seller or the Originators

to the Obligors or any other Person in connection with the Receivables or the

other assets and properties conveyed hereunder or any agreement, document or

instrument related thereto.

SECTION 2.2 Representations and Warranties of the Seller as to each

Receivable. On the date hereof, with respect to the Receivables the Seller

hereby makes the representations and warranties set forth on Schedule I to the

Issuer and the Indenture Trustee as to the Receivables sold, transferred,

assigned, and otherwise conveyed to the Issuer under this Agreement on which

such representations and warranties the Issuer relies in acquiring the

Receivables. The representations and warranties as to each Receivable shall

survive the Grant of the Receivables by the Issuer to the Indenture Trustee

pursuant to the Indenture. Notwithstanding any statement to the contrary

contained herein or in any other Transaction Document, the Seller shall not be

required to notify any insurer with respect to any Insurance Policy obtained by

an Obligor.

SECTION 2.3 Repurchase upon Breach. Upon discovery by any party hereto

of a breach of any of the representations and warranties set forth in Section

2.2 which materially and adversely affects the interests of the Issuer or the

Noteholders, the party discovering such breach shall give prompt written notice

thereof to the other parties hereto and to the Originator; provided, that the

failure to give such notice shall not affect any obligation of the Seller

hereunder. If the breach materially and adversely affects the interests of the

Issuer or the Noteholders in such Receivable, then the Seller shall either (a)

correct or cure such breach or (b) purchase such Receivable from the Issuer, in

either case on or before the Payment Date following the end of the Collection

Period which includes the 60th day after the date the Seller and the Originator

became aware or was notified of such breach. Any such breach or failure will not

be deemed to have a material and adverse effect if such breach or failure does

not affect the ability of the Issuer to receive and retain timely payment in

full on such Receivable. Any such purchase by the Seller shall be at a price

equal to the Repurchase Price. In consideration for such repurchase, the Seller

shall make (or shall cause to be made) a payment to the Issuer equal to the

Repurchase Price by depositing such amount into the Collection Account prior to

4:00 p.m., New York City time on the Business Day immediately preceding such

Payment Date. Upon payment of such Repurchase Price by the Seller, the Issuer

shall release and shall execute and deliver such instruments of release,

transfer or assignment, in each case without recourse or representation, as may

be reasonably requested by the Seller to evidence such release, transfer or

assignment or more effectively vest in the Seller or its designee all of the

Issuer's rights in any Receivable and related Transferred Assets repurchased

pursuant to this Section 2.3. It is understood and agreed

Sale Agreement (2005-WF1)

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that the right to cause the Seller to repurchase (or to enforce the obligations

of BANA under the Purchase Agreement or the Originator under the Originator

Purchase Agreement to repurchase) any Receivable as described above shall

constitute the sole remedy respecting such breach available to the Issuer and

the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will

have any duty to conduct an affirmative investigation as to the occurrence of

any condition requiring the repurchase of any Receivable pursuant to this

Section 2.3.

ARTICLE III

THE SELLER

SECTION 3.1 Representations and Warranties of Seller. The Seller makes

the following representations and warranties as of the Closing Date on which the

Issuer will be deemed to have relied in acquiring the Transferred Assets. The

representations and warranties speak as of the execution and delivery of this

Agreement and will survive the conveyance of the Transferred Assets to the

Issuer and the pledge thereof by the Issuer to the Indenture Trustee pursuant to

the Indenture:

(a) Existence and Power. The Seller is a Delaware limited liability

company validly existing and in good standing under the laws of its state of

organization and has, in all material respects, full power and authority to own

its assets and operate its business as presently owned or operated, and to

execute, deliver and perform its obligations under the Transaction Documents to

which it is a party or affect the enforceability or collectibility of the

Receivables or any other part of the Transferred Assets. The Seller has obtained

all necessary licenses and approvals in each jurisdiction where the failure to

do so would materially and adversely affect the ability of the Seller to perform

its obligations under the Transaction Documents or affect the enforceability or

collectibility of the Receivables or any other part of the Transferred Assets.

(b) Authorization and No Contravention. The execution, delivery and

performance by the Seller of the Transaction Documents to which it is a party

have been duly authorized by all necessary action on the part of the Seller and

do not contravene or constitute a default under (i) any applicable law, rule or

regulation, (ii) its organizational documents or (iii) any indenture or

agreement or instrument to which the Seller is a party or by which its

properties are bound (other than violations of such laws, rules, regulations,

indentures or agreements which do not affect the legality, validity or

enforceability of any of such agreements and which, individually or in the

aggregate, would not materially and adversely affect the transactions

contemplated by, or the Seller's ability to perform its obligations under, the

Transaction Documents).

with, any Governmental Authority is required in connection with the execution,

delivery and performance by the Seller of any Transaction Document other than

(i) UCC filings, (ii) approvals and authorizations that have previously been

obtained and filings that have previously been made and (iii) approval,

authorizations or filings which, if not obtained or made, would not have a

material adverse effect on the enforceability or collectibility of the

Receivables or any other part of the Transferred Assets or would not materially

and adversely affect the ability of the Seller to perform its obligations under

the Transaction Documents.

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(d) Binding Effect. Each Transaction Document to which the Seller is a

party constitutes the legal, valid and binding obligation of the Seller

enforceable against the Seller in accordance with its terms, except as such

enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, receivership, conservatorship or other similar laws

affecting the enforcement of creditors' rights generally and, if applicable, the

rights of creditors of limited liability companies from time to time in effect

or by general principles of equity.

(e) Lien Filings. The Seller is not aware of any material judgment,

ERISA or tax lien filings against the Seller.

(f) No Proceedings. There are no actions, orders, suits or proceedings

pending or, to the knowledge of the Seller, threatened against the Seller before

or by any Governmental Authority that (i) assert the invalidity or

unenforceability of this Agreement or any of the other Transaction Documents,

(ii) seek to prevent the issuance of the Notes or the consummation of any of the

transactions contemplated by this Agreement or any of the other Transaction

Documents, (iii) seek any determination or ruling that would materially and

adversely affect the performance by the Seller of its obligations under this

Agreement or any of the other Transaction Documents or the collectibility or

enforceability of the Receivables or have a material adverse effect on the

Noteholders, or (iv) relate to the Seller that would materially and adversely

affect the federal or Applicable Tax State income, excise, franchise or similar

tax attributes of the Notes.

(g) Trade Name. "BAS Securitization LLC" is the only trade name under

which the Seller is currently operating its business. For the six (6) years (or

such shorter period of time during which the Seller was in existence) preceding

the date hereof, the Seller operated its business under the trade name "BAS

Securitization LLC". "BAS Securitization LLC" is the name of the Seller

indicated on the public record of the Seller's jurisdiction of organization

which shows the Seller to have been organized.

(h) Investment Company Act. The Seller is not an "investment company"

that is registered or required to be registered under, or otherwise subject to

the restrictions of the Investment Company Act of 1940, as amended.

SECTION 3.2 Liability of the Seller; Indemnities. The Seller shall be

liable in accordance herewith only to the extent of the obligations specifically

undertaken by the Seller under this Agreement, and hereby agrees to the

following:

(a) The Seller shall indemnify, defend, and hold harmless the Issuer,

the Owner Trustee, the Indenture Trustee, the Noteholders and the Residual

Interestholder from and against any loss, liability or expense incurred by

reason of the Seller's violation of federal or State securities laws in

connection with the registration or the sale of the Notes.

(b) The Seller will pay any and all taxes levied or assessed upon the

Issuer or upon all or any part of the Trust Estate.

or removal of the Owner Trustee or the Indenture Trustee and the termination of

this Agreement and will

Sale Agreement (2005-WF1)

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include reasonable fees and expenses of counsel and expenses of litigation. If

the Seller has made any indemnity payments pursuant to this Section 3.2 and the

Person to or on behalf of whom such payments are made thereafter collects any of

such amounts from others, such Person will promptly repay such amounts to the

Seller, without interest.

(d) The Seller's obligations under this Section 3.2 are obligations

solely of the Seller and will not constitute a claim against the Seller to the

extent that the Seller does not have funds sufficient to make payment of such

obligations. In furtherance of and not in derogation of the foregoing, the

Issuer, by entering into or accepting this Agreement, acknowledges and agrees

that it has no right, title or interest in or to the Other Assets of the Seller.

To the extent that, notwithstanding the agreements and provisions contained in

the preceding sentence, the Issuer either (i) asserts an interest or claim to,

or benefit from, Other Assets, or (ii) is deemed to have any such interest,

claim to, or benefit in or from Other Assets, whether by operation of law, legal

process, pursuant to applicable provisions of insolvency laws or otherwise

(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor

provision having similar effect under the Bankruptcy Code), then the Issuer

further acknowledges and agrees that any such interest, claim or benefit in or

from Other Assets is and will be expressly subordinated to the indefeasible

payment in full, which, under the terms of the relevant documents relating to

the securitization or conveyance of such Other Assets, are entitled to be paid

from, entitled to the benefits of, or otherwise secured by such Other Assets

(whether or not any such entitlement or security interest is legally perfected

or otherwise entitled to a priority of distributions or application under

applicable law, including insolvency laws, and whether or not asserted against

the Seller), including the payment of post-petition interest on such other

obligations and liabilities. This subordination agreement will be deemed a

subordination agreement within the meaning of Section 510(a) of the Bankruptcy

Code. The Issuer further acknowledges and agrees that no adequate remedy at law

exists for a breach of this Section 3.2(d) and the terms of this Section 3.2(d)

may be enforced by an action for specific performance. The provisions of this

Section 3.2(d) will be for the third party benefit of those entitled to rely

thereon and will survive the termination of this Agreement.

SECTION 3.3 Merger or Consolidation of, or Assumption of the

Obligations of, Seller. Any Person (i) into which the Seller may be merged or

consolidated, (ii) resulting from any merger, conversion, or consolidation to

which the Seller is a party, (iii) succeeding to the business of the Seller, or

(iv) more than 50% of the voting stock or voting power and 50% or more of the

economic equity of which is owned directly or indirectly by BAC, which Person in

any of the foregoing cases executes an agreement of assumption to perform every

obligation of the Seller under this Agreement, will be the successor to the

Seller under this Agreement without the execution or filing of any document or

any further act on the part of any of the parties to this Agreement.

Notwithstanding the foregoing, if the Seller enters into any of the foregoing

transactions and is not the surviving entity, (x) the Seller shall deliver to

the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each

stating that such merger, conversion, consolidation or succession and such

agreement of assumption comply with this Section 3.3 and that all conditions

precedent, if any, provided for in this Agreement relating to such transaction

have been complied with and (y) the Seller will deliver to the Indenture Trustee

an Opinion of Counsel either (A) stating that, in the opinion of such counsel,

all financing statements and continuation statements and amendments thereto have

been executed and filed that are necessary fully to preserve and protect the

interest of the Issuer and the Indenture Trustee, respectively, in

Sale Agreement (2005-WF1)

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the Receivables, and reciting the details of such filings, or (B) stating that,

in the opinion of such counsel, no such action is necessary to preserve and

protect such interest. The Seller will provide notice of any merger, conversion,

consolidation, or succession pursuant to this Section 3.3 to the Rating

Agencies. Notwithstanding anything herein to the contrary, the execution of the

foregoing agreement of assumption and compliance with clauses (x) and (y) of

this Section 3.3 will be conditions to the consummation of any of the

transactions referred to in clauses (i), (ii) or (iii) of this Section 3.3 in

which the Seller is not the surviving entity.

SECTION 3.4 Limitation on Liability of Seller and Others. The Seller

and any officer or employee or agent of the Seller may rely in good faith on the

advice of counsel or on any document of any kind, prima facie properly executed

and submitted by any Person respecting any matters arising hereunder. The Seller

will not be under any obligation to appear in, prosecute, or defend any legal

action that is not incidental to its obligations under this Agreement, and that

in its opinion may involve it in any expense or liability.

SECTION 3.5 Seller May Own Notes. The Seller, and any Affiliate of the

Seller, may in its individual or any other capacity become the owner or pledgee

of Notes with the same rights as it would have if it were not the Seller or an

Affiliate thereof, except as otherwise expressly provided herein or in the other

Transaction Documents. Except as set forth herein or in the other Transaction

Documents, Notes so owned by the Seller or any such Affiliate will have an equal

and proportionate benefit under the provisions of this Agreement and the other

Transaction Documents, without preference, priority, or distinction as among all

of the Notes. Unless all Notes are owned by the Issuer, the Seller or any of

their respective Affiliates, any Notes owned by the Issuer, the Seller or any of

their respective Affiliates shall be disregarded with respect to the

determination of any request, demand, authorization, direction, notice, consent,

vote or waiver hereunder or under any other Transaction Document.

SECTION 3.6 Sarbanes-Oxley Act Requirements and 1934 Act Filings. (a)

(i) To the extent any documents are required to be filed with respect to the

Issuer or the Notes pursuant to the Sarbanes-Oxley Act, the Issuer hereby

authorizes the Indenture Trustee and the Seller, or either of them, to prepare,

sign and file any such documents or any certifications on behalf of the Issuer

and (ii) to the extent any certification is required to be made with respect to

the Issuer or the Notes pursuant to the Sarbanes-Oxley Act, the Issuer hereby

authorizes the Seller certify any such documents on behalf of the Issuer.

(b) (i) The Issuer hereby authorizes the Indenture Trustee and the

Seller, or either of them, to prepare, sign and file any and all reports,

statements and information respecting the Issuer and/or the Notes required to be

filed pursuant to the Exchange Act and (ii) the Issuer hereby authorizes the

Seller to certify any and all reports, statements and information respecting the

Issuer and/or the Notes required to be filed pursuant to the Exchange Act.

SECTION 3.7 Compliance with Organizational Documents. The Seller shall

comply with its limited liability company agreement and other organizational

documents.

SECTION 3.8 Perfection Representations, Warranties and Covenants. The

Seller hereby makes the perfection representations, warranties and covenants

attached hereto as

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Exhibit B to the Issuer and the Issuer shall be deemed to have relied on such

representations, warranties and covenants in acquiring the Transferred Assets.

ARTICLE IV

MISCELLANEOUS PROVISIONS

SECTION 4.1 Amendment.

(a) Any term or provision of this Agreement may be amended by the

Seller with prior notice to each Rating Agency but without the consent of the

Indenture Trustee, any Noteholder, the Holder of the Revolving Liquidity Note,

the Issuer or the Owner Trustee; provided that such amendment shall not, as

evidenced by an Officer's Certificate of the Depositor delivered to the

Indenture Trustee and the Owner Trustee materially and adversely affect the

interests of the Noteholders, the Holder of the Revolving Liquidity Note, the

Indenture Trustee or the Owner Trustee; provided, further, that any amendment

entered into pursuant to this Section 4.1(a) shall not significantly change the

permitted activities of the Issuer.

(b) Any term or provision of this Agreement may be amended by the

Seller with prior notice to each Rating Agency but without the consent of the

Indenture Trustee, any Noteholder, the Holder of the Revolving Liquidity Note,

the Issuer, the Owner Trustee or any other Person to add, modify or eliminate

any provisions as may be necessary or advisable in order to enable the Seller or

any of its Affiliates to comply with or obtain more favorable treatment under

any law or regulation or any accounting rule or principle; provided that such

amendment shall not, as evidenced by an Officer's Certificate of the Depositor

delivered to the Indenture Trustee and the Owner Trustee materially and

adversely affect the interests of the Noteholders, the Holder of the Revolving

Liquidity Note, the Issuer, the Indenture Trustee or the Owner Trustee;

provided, further, that the Rating Agency Condition with respect to Standard &

Poor's shall have been satisfied; provided, further, that any amendment entered

into pursuant to this Section 4.1(b) shall not significantly change the

permitted activities of the Issuer.

time to time by the Seller with prior notice to each Rating Agency and with the

consent of the Holders evidencing not less than a majority of the Note Balance

of the Controlling Class, and, if the interests of the Holder of the Revolving

Liquidity Note are affected, the Holder of the Revolving Liquidity Note, for the

purpose of adding any provisions to or changing in any manner or eliminating any

of the provisions of this Agreement. It will not be necessary for the consent of

Noteholders or the Holder of the Revolving Liquidity Note to approve the

particular form of any proposed amendment or consent, but it will be sufficient

if such consent approves the substance thereof. The manner of obtaining such

consents (and any other consents of Noteholders provided for in this Agreement)

and of evidencing the authorization of the execution thereof by Noteholders and

the Holder of the Revolving Liquidity Note, as applicable, will be subject to

such reasonable requirements as the Indenture Trustee may prescribe, including

the establishment of record dates pursuant to the Note Depository Agreement.

(d) Prior to the execution of any amendment to this Agreement, the

Seller shall provide written notification of the substance of such amendment to

each Rating Agency; and

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promptly after the execution of any such amendment or consent, the Seller shall

furnish a copy of such amendment or consent to each Rating Agency, the Indenture

Trustee and the Holder of the Revolving Liquidity Note.

(e) Prior to the execution of any amendment to this Agreement, the

Seller, the Holder of the Revolving Liquidity Note, the Owner Trustee and the

Indenture Trustee shall be entitled to receive and conclusively rely upon an

Opinion of Counsel stating that the execution of such amendment is authorized or

permitted by this Agreement and that all conditions precedent to the execution

and delivery of such amendment have been satisfied. The Owner Trustee and the

Indenture Trustee may, but shall not be obligated to, enter into any such

amendment which adversely affects the Owner Trustee's or the Indenture

Trustee's, as applicable, own rights, duties or immunities under this Agreement.

Furthermore, notwithstanding anything to the contrary herein, this Agreement may

not be amended in any way that would adversely affect the Owner Trustee's

rights, privileges, indemnities, duties or obligations under this Agreement, the

Transaction Documents or otherwise without the prior written consent of the

Owner Trustee.

SECTION 4.2 Protection of Title.

(a) The Seller shall authorize and file such financing statements and

cause to be authorized and filed such continuation and other statements, all in

such manner and in such places as may be required by law fully to preserve,

maintain and protect the interest of the Issuer and the Indenture Trustee under

this Agreement in the Receivables (other than any Related Security with respect

thereto, to the extent that the interest of the Issuer or the Indenture Trustee

therein cannot be perfected by the filing of a financing statement). The Seller

shall deliver (or cause to be delivered) to the Issuer file-stamped copies of,

or filing receipts for, any document filed as provided above, as soon as

available following such filing.

(b) The Seller shall not change its name, identity, organizational

structure or jurisdiction of organization in any manner that would make any

financing statement or continuation statement filed by the Seller in accordance

with paragraph (a) above "seriously misleading" within the meaning of Sections

9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the

Indenture Trustee at least five days' prior written notice thereof and, to the

extent necessary, has promptly filed amendments to previously filed financing

statements or continuation statements described in paragraph (a) above or filed

new financing statements, as applicable.

five days' prior written notice of any change of location of the Seller for

purposes of Section 9-307 of the UCC and shall have taken all action prior to

making such change (or shall have made arrangements to take such action

substantially simultaneously with such change, if it is not possible to take

such action in advance) reasonably necessary or advisable to amend all

previously filed financing statements or continuation statements described in

paragraph (a) above or to file new financing statements, as applicable.

SECTION 4.3 Other Liens or Interests. Except for the conveyances and

grants of security interests pursuant to this Agreement and the other

Transaction Documents, the Seller shall not sell, pledge, assign or transfer the

Receivables or other property transferred to the Issuer

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to any other Person, or grant, create, incur, assume or suffer to exist any Lien

on any interest therein, and the Seller shall defend the right, title and

interest of the Issuer in, to and under such Receivables and other property

transferred to the Issuer against all claims of third parties claiming through

or under the Seller.

SECTION 4.4 Transfers Intended as Sale; Security Interest.

(a) Each of the parties hereto expressly intends and agrees that the

transfers contemplated and effected under this Agreement are complete and

absolute sales and transfers rather than pledges or assignments of only a

security interest and shall be given effect as such for all purposes. It is

further the intention of the parties hereto that the Receivables and related

Transferred Assets shall not be part of the Seller's estate in the event of a

bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of

Receivables and related Transferred Assets hereunder are and shall be without

recourse to, or representation or warranty (express or implied) by, the Seller,

except as otherwise specifically provided herein. The limited rights of recourse

specified herein against the Seller are intended to provide a remedy for breach

of representations and warranties relating to the condition of the property

sold, rather than to the collectibility of the Receivables.

(b) Notwithstanding the foregoing, in the event that the Receivables

and other Transferred Assets (or interests therein) are held to be property of

the Seller, or if for any reason this Agreement is held or deemed to create

indebtedness or a security interest in the Receivables and other Transferred

Assets, then it is intended that:

(i) This Agreement shall be deemed to be a security

agreement within the meaning of Articles 8 and 9 of

the New York Uniform Commercial Code and the Uniform

Commercial Code of any other applicable jurisdiction;

(ii) The conveyance provided for in Section 2.1 shall be

deemed to be a grant by the Seller, and the Seller

hereby grants, to the Issuer of a security interest

in all of its right (including the power to convey

title thereto), title and interest, whether now owned

or hereafter acquired, in and to the Receivables and

other Transferred Assets, to secure such indebtedness

and the performance of the obligations of the Seller

hereunder;

(iii) The possession by the Issuer, or the Servicer as the

Issuer's agent, of the Receivable Files and any other

property as constitute instruments, money, negotiable

documents or chattel paper shall be deemed to be

"possession by the secured party" or possession by

the purchaser or a person designated by such

purchaser, for purposes of perfecting the security

interest pursuant to the New York Uniform Commercial

Code and the Uniform Commercial Code of any other

applicable jurisdiction; and

(iv) Notifications to persons holding such property, and

acknowledgments, receipts or confirmations from

persons holding such property, shall be deemed to be

notifications to, or acknowledgments, receipts or

Sale Agreement (2005-WF1)

<PAGE>

confirmations from, bailees or agents (as applicable)

of the Issuer for the purpose of perfecting such

security interest under applicable law.

SECTION 4.5 Information Requests. The parties hereto shall provide any

information reasonably requested by the Servicer, the Issuer, the Seller or any

of their Affiliates, in order to comply with or obtain more favorable treatment

under any current or future law, rule, regulation, accounting rule or principle.

SECTION 4.6 Notices, Etc. All demands, notices and communications

hereunder shall be in writing and shall be delivered or mailed by registered or

certified first-class United States mail, postage prepaid, hand delivery,

prepaid courier service, or by facsimile, and addressed in each case as set

forth on Schedule II or at such other address as shall be designated in a

written notice to the other parties hereto. Any notice required or permitted to

be mailed to a Noteholder shall be given by first class mail, postage prepaid,

at the address of such Noteholder as shown in the Note Register. Delivery shall

occur only upon receipt or reported tender of such communication by an officer

of the recipient entitled to receive such notices located at the address of such

recipient for notices hereunder; provided, however, that any notice to a

Noteholder mailed within the time prescribed in this Agreement shall be

conclusively presumed to have been duly given, whether or not the Noteholder

shall receive such notice.

SECTION 4.7 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,

SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING

TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL OTHER CONFLICT OF LAW PROVISIONS, AND

THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE

DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.8 Headings. The section headings hereof have been inserted

for convenience of reference only and shall not be construed to affect the

meaning, construction or effect of this Agreement.

SECTION 4.9 Counterparts. This Agreement may be executed in any number

of counterparts, each of which so executed shall be deemed to be an original,

but all of such counterparts shall together constitute but one and the same

instrument.

SECTION 4.10 Waivers. No failure or delay on the part of the Seller,

the Issuer or the Indenture Trustee in exercising any power or right hereunder

(to the extent such Person has any power or right hereunder) shall operate as a

waiver thereof, nor shall any single or partial exercise of any such power or

right preclude any other or further exercise thereof or the exercise of any

other power or right. No notice to or demand on any party hereto in any case

shall entitle it to any notice or demand in similar or other circumstances. No

waiver or approval by any party hereto under this Agreement shall, except as may

otherwise be stated in such waiver or approval, be applicable to subsequent

transactions. No waiver or approval under this Agreement shall require any

similar or dissimilar waiver or approval thereafter to be granted hereunder.

Sale Agreement (2005-WF1)

<PAGE>

SECTION 4.11 Entire Agreement. The Transaction Documents contain a

final and complete integration of all prior expressions by the parties hereto

with respect to the subject matter thereof and shall constitute the entire

agreement among the parties hereto with respect to the subject matter thereof,

superseding all prior oral or written understandings. There are no unwritten

agreements among the parties.

SECTION 4.12 Severability of Provisions. If any one or more of the

covenants, agreements, provisions or terms of this Agreement shall be for any

reason whatsoever held invalid, then such covenants, agreements, provisions or

terms shall be deemed severable from the remaining covenants, agreements,

provisions or terms of this Agreement and shall in no way affect the validity or

enforceability of the other provisions of this Agreement.

SECTION 4.13 Binding Effect. This Agreement shall be binding upon and

inure to the benefit of the parties hereto and their respective successors and

permitted assigns. This Agreement shall create and constitute the continuing

obligations of the parties hereto in accordance with its terms, and shall remain

in full force and effect until such time as the parties hereto shall agree.

SECTION 4.14 Acknowledgment and Agreement. By execution below, the

Seller expressly acknowledges and consents to the pledge, assignment and grant

of a security interest in the Receivables and the other Transferred Assets by

the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of

the Noteholders. In addition, the Seller hereby acknowledges and agrees that for

so long as the Notes are outstanding, the Indenture Trustee will have the right

to exercise all powers, privileges and claims of the Issuer under this

Agreement.

SECTION 4.15 Cumulative Remedies. The remedies herein provided are

cumulative and not exclusive of any remedies provided by law.

SECTION 4.16 Nonpetition Covenant. Each party hereto agrees that, prior

to the date which is one year and one day after payment in full of all

obligations of each Bankruptcy Remote Party in respect of all securities issued

by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy

Remote Party to commence a voluntary winding-up or other voluntary case or other

proceeding seeking liquidation, reorganization or other relief with respect to

such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or

other similar law now or hereafter in effect in any jurisdiction or seeking the

appointment of an administrator, a trustee, receiver, liquidator, custodian or

other similar official with respect to such Bankruptcy Remote Party or any

substantial part of its property or to consent to any such relief or to the

appointment of or taking possession by any such official in an involuntary case

or other proceeding commenced against such Bankruptcy Remote Party, or to make a

general assignment for the benefit of, its creditors generally, any party hereto

or any other creditor of such Bankruptcy Remote Party, and (ii) none of the

parties hereto shall commence or join with any other Person in commencing any

proceeding against such Bankruptcy Remote Party under any bankruptcy,

reorganization, liquidation or insolvency law or statute now or hereafter in

effect in any jurisdiction; provided, that, notwithstanding the foregoing, a

Bankruptcy Remote Party shall not be prohibited from filing a voluntary

bankruptcy petition to the extent such Bankruptcy Remote Party obtains the

necessary vote for filing a voluntary bankruptcy petition as required by

Sale Agreement (2005-WF1)

<PAGE>

the organizational documents of such Bankruptcy Remote Party. This Section shall

survive the termination of this Agreement.

SECTION 4.17 Submission to Jurisdiction; Waiver of Jury Trial. Each of

the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or

proceeding relating to this Agreement or any documents executed and delivered in

connection herewith, or for recognition and enforcement of any judgment in

respect thereof, to the nonexclusive general jurisdiction of the courts of the

State of New York, the courts of the United States of America for the Southern

District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such

courts and waives any objection that it may now or hereafter have to the venue

of such action or proceeding in any such court or that such action or proceeding

was brought in an inconvenient court and agrees not to plead or claim the same;

be effected by mailing a copy thereof by registered or certified mail (or any

substantially similar form of mail), postage prepaid, to such Person at its

address determined in accordance with Section 4.6 of this Agreement;

(d) agrees that nothing herein shall affect the right to effect service

of process in any other manner permitted by law or shall limit the right to sue

in any other jurisdiction; and

(e) to the extent permitted by applicable law, each party hereto

irrevocably waives all right of trial by jury in any action, proceeding or

counterclaim based on, or arising out of, under or in connection with this

Agreement, any other Transaction Document, or any matter arising hereunder or

thereunder.

SECTION 4.18 Limitation of Liability. Notwithstanding anything

contained herein to the contrary, this Agreement has been executed and delivered

by Wilmington Trust Company, not in its individual capacity but solely as Owner

Trustee, and in no event shall it have any liability for the representations,

warranties, covenants, agreements or other obligations of the Issuer hereunder

or under the Notes or any of the other Transaction Documents or in any of the

certificates, notices or agreements delivered pursuant thereto, as to all of

which recourse shall be had solely to the assets of the Issuer. Under no

circumstances shall the Owner Trustee be personally liable for the payment of

any indebtedness or expense of the Issuer or be liable for the breach or failure

of any obligations, representation, warranty or covenant made or undertaken by

the Issuer under the Transaction Documents. For the purposes of this Agreement,

in the performance of its duties or obligations hereunder, the Owner Trustee

shall be subject to, and entitled to the benefits of, the terms and provisions

of Articles VI, VII and VIII of the Trust Agreement.

SECTION 4.19 Third-Party Beneficiaries. This Agreement shall inure to

the benefit of and be binding upon the parties hereto, the Indenture Trustee,

the Noteholders, the Holder of the Revolving Liquidity Note and the Residual

Interestholders and their respective successors and permitted assigns and the

Owner Trustee shall be an express third party beneficiary hereof and

Sale Agreement (2005-WF1)

<PAGE>

may enforce the provisions hereof as if it were a party hereto. Except as

otherwise provided in this Section, no other Person will have any right

hereunder.

[SIGNATURES FOLLOW]

Sale Agreement (2005-WF1)

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Sale Agreement to be

duly executed by their respective officers thereunto duly authorized as of the

day and year first above written.

BAS SECURITIZATION LLC, as Seller

By: /s/ JAMES G. MACKEY

Name: James G. Mackey

Title: Principal Financial Officer

Sale Agreement (2005-WF1)

S-1

<PAGE>

BANC OF AMERICA SECURITIES AUTO TRUST

2005-WF1, as Issuer

By: WILMINGTON TRUST COMPANY,

not in its individual capacity but

solely as Owner Trustee

By: /s/ JANEL R. HAVRILLA

Name: Janel R. Havrilla

Title: Financial Services Officer

Sale Agreement (2005-WF1)

S-2

<PAGE>

SCHEDULE I

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES

(a) Characteristics of Receivables. As of the Cut-Off Date (or such other

date as may be specifically set forth below), each Receivable:

(i) is secured by a Financed Vehicle and was

originated in the United States by a Dealer for the retail

sale of a Financed Vehicle in the ordinary course of such

Dealer's business, was fully and properly executed by the

parties thereto, was purchased by the Originator, an Affiliate

of the Originator or a business partner of the Originator from

such Dealer under an existing Dealer Agreement, and was

validly assigned by such Dealer to the Originator, to such

Affiliate or to such business partner, and if an Affiliate of

the Originator or a business partner of the Originator

purchased the Receivable from the Dealer, such Receivable was

purchased by the Originator from such Person, and was validly

assigned by such Person to the Originator in accordance with

the terms;

(ii) has created or will create a valid, binding and

enforceable first priority security interest in favor of the

Originator in the Financed Vehicle, which security interest is

assignable and has been so assigned by the Originator to BANA

who assigned its interest to the Seller who assigned its

interest to the Issuer;

(iii) contains customary and enforceable provisions

such as to render the rights and remedies of the holder

thereof adequate for realization against the collateral of the

benefits of the security;

(iv) is a Simple Interest Receivable;

(v) provides for level monthly payments (provided

that the payment in the final month of the life of the

Receivable may be different from the level payment by no more

than 10% of the payment amount) that shall amortize the

Original Principal Balance by maturity and shall yield

interest at the Annual Percentage Rate;

(vi) is payable in U.S. dollars by an Obligor that is

a resident of the United States;

(vii) was originated on or after July 24, 2002;

(viii) as of the Cut-Off Date, was not a Delinquent

Receivable past due more than 30 days, such Receivable was not

a Defaulted Receivable, and the related Obligor, to the

Originator's knowledge as of the Cut-Off Date, has not filed,

or had filed against it, any petition for relief under any

state or federal bankruptcy, insolvency, receivership or

similar law;

Schedule I to the

Sale Agreement

I-1

<PAGE>

(ix) has a stated term at origination of not less

than 13 and not greater than 85 months;

(x) is not subject to a force-placed Insurance Policy

on the related Financed Vehicle; and

(xi) all payments by the related Obligor with respect

to such Receivable are paid into an account in which no entity

is a "secured party" within the meaning of Article 9 of the

UCC.

(b) Creation, Perfection and Priority of Security Interests. The following

representations and warranties regarding creation, perfection and

priority of security interests in the Transferred Assets are true and

correct.

(i) While it is the intention of the Seller and the

Issuer that the transfer and assignment contemplated by this

Agreement shall constitute a sale of the Transferred Assets

from the Seller to the Issuer, this Agreement shall create a

valid and continuing security interest (as defined in the

applicable UCC) in the Transferred Assets in favor of the

Issuer, which security interest is prior to all other Liens,

and is enforceable as such as against creditors of and

purchasers from the Seller.

(ii) All steps necessary to perfect the Seller's

security interest against each Obligor in the property

securing the Transferred Assets have been taken.

(iii) Prior to the sale of the Transferred Assets to

the Issuer under this Agreement, the Receivables constitute

"tangible chattel paper" or "electronic chattel paper" within

the meaning of the applicable UCC.

(iv) The Seller has caused or will have caused,

within ten days after the Closing Date, the filing of all

appropriate financing statements in the proper filing office

in the appropriate jurisdictions under applicable law in order

to give the Issuer a first priority, validly perfected

ownership interest in the Transferred Assets (to the extent

that an ownership interest therein can be perfected by the

filing of a financing statement) sold to Issuer hereunder.

(v) The Custodian, has in its possession all

original, imaged or electronic copies of the Receivables Files

and other documents that constitute or evidence the

Receivables and the Transferred Assets. The Receivables Files

and other documents that constitute or evidence the

Transferred Assets do not have any marks or notations

indicating that they have been pledged, assigned or otherwise

conveyed to any Person other than Issuer.

Receivables is true and correct in all material respects, and no

selection procedures believed to be adverse to the Issuer were utilized

in selecting the Receivables from those receivables of the Seller which

meet the selection criteria set forth in this Agreement.

Schedule I to the

Sale Agreement

I-2

<PAGE>

(d) Compliance With Law. All requirements of applicable federal, state and

local laws, and regulations thereunder, including usury laws, the

Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the

Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt

Collection Practices Act, the Federal Trade Commission Act, the

Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations "B"

and "Z", the Servicemembers Civil Relief Act of 2003, and state

adaptations of the National Consumer Act and of the Uniform Consumer

Credit Code and other consumer credit laws and equal credit opportunity

and disclosure laws, in respect of any of the Receivables and other

Transferred Assets, have been complied with in all material respects,

and each Receivable and the sale of the Financed Vehicle evidenced

thereby complied at the time it was originated or made and now complies

in all material respects with all applicable legal requirements.

(e) Binding Obligation. Each Receivable represents the genuine, legal,

valid and binding payment obligation in writing of the Obligor thereon,

enforceable by the holder thereof in accordance with its terms, except

as enforceability may be limited by bankruptcy, insolvency,

reorganization or similar laws affecting the enforcement of creditors'

rights in general and by equity, regardless of whether such

enforceability is considered in a proceeding in equity or at law.

(f) Security Interest in Financed Vehicle. Immediately prior to the sale,

transfer and assignment thereof pursuant hereto, each Receivable was

secured by a validly perfected first priority security interest in the

Financed Vehicle in favor of the Seller as secured party or all

necessary and appropriate action had been commenced that would result

in the valid perfection of a first priority security interest in the

Financed Vehicle in favor of the Seller as secured party, which

security interest, in either case, is assignable and has been so

assigned by the Seller to the Issuer.

(g) Receivables In Force. As of the Cut-Off Date, no Receivable has been

satisfied, subordinated or rescinded, and the Financed Vehicle securing

each such Receivable has not been released from the lien of the related

Receivable in whole or in part.

(h) No Waiver. Since the Cut-Off Date, no provision of a Receivable has

been, or will be, waived, altered or modified in any respect, except as

provided in Sections 3.1, 3.2 and 3.6 of the Servicing Agreement.

(i) No Defenses. There are no rights of rescission, setoff, counterclaim or

defense and the Seller has no knowledge of the same being asserted or

threatened, with respect to any Receivable.

(j) No Liens. To the best of the Seller's knowledge, there are no liens or

claims that have been filed for work, labor or materials affecting any

Financed Vehicle securing any Receivable that are or may be liens prior

to, or equal or coordinate with, the security interest in the Financed

Vehicle granted by the Receivable. No contribution failure has occurred

with respect to any Benefit Plan which is sufficient to give rise to a

lien under Section 302(f) of ERISA with respect to any Receivable. No

tax lien has been filed and no claim related thereto is being asserted

with respect to any Receivable.

Schedule I to the

Sale Agreement

I-3

<PAGE>

(k) Insu

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