POOLING AND SERVICING AGREEMENT

Servicing Agreement

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

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 7/12/2005

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BANC OF AMERICA FUNDING CORPORATION,

as Depositor,

WELLS FARGO BANK, N.A.,

as the Master Servicer and Securities Administrator,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Trustee

POOLING AND SERVICING AGREEMENT

Dated May 27, 2005

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

Mortgage Pass-Through Certificates

Series 2005-3

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

<PAGE>

TABLE OF CONTENTS

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 or Custodian of the Mortgage

Loans and Mortgage Certificates..............................

Section 2.03 Representations, Warranties and Covenants of the Master

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

Section 2.04 Representations and Warranties as to the Mortgage Loans

and the Mortgage Certificates................................

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 Trustee in Respect of the Master Servicer................

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

Section 3.08 Servicer Custodial Accounts and Escrow Accounts...............

Section 3.09 Collection of Mortgage Loan Payments; Collection of

Distributions on Mortgage Certificates; Master Servicer

Custodial Accounts and Certificate Account...................

Section 3.10 Access to Certain Documentation and Information Regarding

the Mortgage Loans...........................................

Section 3.11 Permitted Withdrawals from the Certificate Account and

the Master Servicer Custodial Account........................

Section 3.12 Maintenance of Hazard Insurance and Other Insurance...........

Section 3.13 Presentment of Claims and Collection of Proceeds..............

Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption Agreements.....

Section 3.15 Realization Upon Defaulted Mortgage Loans; REO Property.......

Section 3.16 Trustee to Cooperate; Release of Mortgage Files...............

Section 3.17 Documents, Records and Funds in Possession of the Master

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

Section 3.18 Master Servicer Compensation..................................

Section 3.19 Annual Statement as to Compliance.............................

Section 3.20 Annual Independent Public Accountants' Servicing

Statement; Financial Statements..............................

Section 3.21 Advances......................................................

Section 3.22 Reports to the Securities and Exchange Commission.............

Section 3.23 Maintenance of the Rounding Account; Collections

Thereunder...................................................

ARTICLE IV

MASTER SERVICER'S CERTIFICATE AND MORTGAGE CERTIFICATE DISTRIBUTION DATE

STATEMENTS

Section 4.01 Master Servicer's Certificate; Mortgage Certificate

Distribution Date Statements................................

ARTICLE V

PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;

REMIC ADMINISTRATION

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

Section 5.02 Priorities of Distributions for Group 1......................

Section 5.03 Priorities of Distributions for Group 2......................

Section 5.04 Allocation of Losses for Group 1.............................

Section 5.05 Allocation of Losses for Group 2.............................

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 Master Servicer, Securities Administrator and Trustee

Indemnification.............................................

Section 5.12 Principal Distributions on the Special Retail

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

Section 5.13 Determination of LIBOR.......................................

Section 5.14 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 Master Servicer and

upon Event of Default.......................................

Section 8.05 Trustee to Act; Appointment of Successor.....................

Section 8.06 Notification to Certificateholders...........................

ARTICLE IX

THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 9.01 Duties of Trustee and Securities Administrator...............

Section 9.02 Certain Matters Affecting the Trustee and the Securities

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

Section 9.03 Neither 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...............................................

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 Fees and Expenses.................................

Section 9.12 Appointment of Custodian.....................................

Section 9.13 Paying Agents................................................

Section 9.14 Limitation of Liability......................................

Section 9.15 Trustee or Securities Administrator May Enforce Claims

Without Possession of Certificates..........................

Section 9.16 Suits for Enforcement........................................

Section 9.17 Waiver of Bond Requirement...................................

Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement....

ARTICLE X

TERMINATION

Section 10.01 Termination upon Purchase 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...........................................

<PAGE>

NYLIB5 836860.5 -vi-

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

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

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

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

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

Exhibit A-1-A-8 Form of Face of Class 1-A-8 Certificate

Exhibit A-1-A-9 Form of Face of Class 1-A-9 Certificate

Exhibit A-1-A-10 Form of Face of Class 1-A-10 Certificate

Exhibit A-1-A-11 Form of Face of Class 1-A-11 Certificate

Exhibit A-1-A-12 Form of Face of Class 1-A-12 Certificate

Exhibit A-1-A-13 Form of Face of Class 1-A-13 Certificate

Exhibit A-1-A-14 Form of Face of Class 1-A-14 Certificate

Exhibit A-1-A-15 Form of Face of Class 1-A-15 Certificate

Exhibit A-1-A-16 Form of Face of Class 1-A-16 Certificate

Exhibit A-1-A-17 Form of Face of Class 1-A-17 Certificate

Exhibit A-1-A-18 Form of Face of Class 1-A-18 Certificate

Exhibit A-1-A-19 Form of Face of Class 1-A-19 Certificate

Exhibit A-1-A-20 Form of Face of Class 1-A-20 Certificate

Exhibit A-1-A-21 Form of Face of Class 1-A-21 Certificate

Exhibit A-1-A-22 Form of Face of Class 1-A-22 Certificate

Exhibit A-1-A-23 Form of Face of Class 1-A-23 Certificate

Exhibit A-1-A-24 Form of Face of Class 1-A-24 Certificate

Exhibit A-1-A-25 Form of Face of Class 1-A-25 Certificate

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

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

Exhibit A-30-IO Form of Face of Class 30-IO Certificate

Exhibit A-30-PO Form of Face of Class 30-PO 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-2-A-3 Form of Face of Class 2-A-3 Certificate

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

Exhibit A-2-A-5 Form of Face of Class 2-A-5 Certificate

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

Exhibit A-2-A-7 Form of Face of Class 2-A-7 Certificate

Exhibit A-2-A-8 Form of Face of Class 2-A-8 Certificate

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

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

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

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

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

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

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

Exhibit C Form of Reverse of all Certificates

Exhibit D-1 Mortgage Loan Schedule

Exhibit D-2 Mortgage Certificate Schedule

Exhibit E Request for Release of Documents

Exhibit F Form of Certification of Establishment of Account

Exhibit G-1 Form of Transferor Certificate

Exhibit G-2A Form I of Transferee Certificate

Exhibit G-2B Form II of Transferee Certificate

Exhibit H Form of Transferee Representation Letter for Benefit

Plan-Restricted Certificates

Exhibit I Form of Affidavit Regarding Transfer of Residual Certificates

Exhibit J Reserved

Exhibit K-1 Form of Initial Mortgage Loan Certification of the Trustee

Exhibit K-2 Form of Initial Mortgage Certificate Certification of the

Securities Administrator

Exhibit L Form of Final Certification of the Trustee

Exhibit M Form of Sarbanes-Oxley Certification

Exhibit N-1 Form of Securities Administrator's Certification

Exhibit N-2 Form of Master Servicer's Certification

Exhibit O PAC 1 Group Schedule

Exhibit P Scheduled 1 Group Schedule

Exhibit Q Group 2 Aggregate Schedule Certificates Schedule

Exhibit R Class 2-A-1 Certificates Schedule

<PAGE>

POOLING AND SERVICING AGREEMENT

THIS POOLING AND SERVICING AGREEMENT, dated May 27, 2005 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, in such capacity, the "Master Servicer") and as securities

administrator (together with its permitted successors and assigns, in such

capacity, 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

In exchange for the Certificates, the Depositor hereby conveys the

Trust Estate to the Trustee to create the Trust. As provided herein, the Trustee

will make an election to treat the segregated pool of assets consisting of the

Mortgage Loans and certain other related assets subject to this Agreement as a

real estate investment conduit (a "REMIC") for federal income tax purposes, and

such segregated pool of assets will be designated as the "Lower-Tier REMIC." The

Uncertificated Lower-Tier Interests will represent the "regular interests" in

the Lower-Tier REMIC for purposes of the REMIC Provisions. The Class 1-A-LR

Certificate will represent the sole class of "residual interest" in the

Lower-Tier REMIC for purposes of the REMIC Provisions. The Trustee will make

another election to treat the Uncertificated Lower-Tier Interests and the

Mortgage Certificates as another REMIC for federal income tax purposes, and such

segregated pool of assets will be designated as the "Upper-Tier REMIC." The

Senior Certificates (other than the Class A-1/2, Class 1-A-R and Class 1-A-LR

Certificates) and the Class B Certificates are referred to collectively as the

"Regular Certificates" and shall constitute "regular interests" in the

Upper-Tier REMIC for purposes of the REMIC Provisions. The Class 1-A-1/2 and

Class 2-A-1/2 Components (collectively, the "Components") shall also constitute

"regular interests" in the Upper-Tier REMIC for purposes of the REMIC

Provisions. The Class 1-A-R Certificate will represent the sole class of

"residual interest" in the Upper-Tier REMIC for purposes of the REMIC

Provisions. The "latest possible maturity date" for federal income tax purposes

of all interests created hereby will be the REMIC Certificate Maturity Date.

<PAGE>

Lower-Tier REMIC

The following table sets forth the designation, the Lower-Tier REMIC

Rate and the initial uncertificated principal balance or notional balance of

such interest. None of the Uncertificated Lower-Tier Interests will be

certificated.

<TABLE>

Uncertificated Lower-Tier

Interest or Certificate Uncertificated Initial Uncertificated Corresponding Upper-Tier Class,

Designation Lower-Tier REMIC Rate Balance Classes or Component

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

LT1A1 5.50% $167,874,000.00 Class 1-A-1, Class 1-A-2,

Class 1-A-3, Class 1-A-4,

Class 1-A-5, Class 1-A-13, Class

1-A-14, Class 1-A-15, Class

1-A-18, Class 1-A-20, Class

1-A-21, Class 1-A-23, Class

1-A-24 and Class 1-A-25

LT1A6 5.50% $7,184,000.00 Class 1-A-6 and Class 1-A-7

LT1A8 5.50% $10,000,000.00 Class 1-A-8, Class 1-A-9 and

Class 1-A-19

LT1A10 5.50% $7,502,000.00 Class 1-A-10 and Class 1-A-11

LT1A12 5.50% $24,662,000.00 Class 1-A-12 and Class 1-A-22

LT1A16 5.50% $28,125,000.00 Class 1-A-16 and Class 1-A-17

LT1A1/2 5.50% $25,025.00 Class 1-A-1/2 Component

LT1AIO 5.50% (1) Class 30-IO

LT1APO (2) $1,290,510.00 Class 30-PO

LT1AR 5.50% $50.00 Class 1-A-R

LT1B 5.50% $8,814,403.00 Class B-1, Class B-2,

Class B-3, Class B-4,

Class B-5 and Class B-6

1-A-LR (3) 5.50% $50.00 N/A

</TABLE>

(1) For each Distribution Date, the notional balance of the LT1AIO Interest will

equal the Class 30-IO Notional Amount.

(2) The LT1APO Interest will not bear interest.

(3) The Class 1-A-LR Certificate will not be an Uncertificated Lower-Tier

Interest. The Class 1-A-LR Certificate will represent the residual interest

in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Class

1-A-LR Certificate will not represent an interest in the Upper-Tier REMIC.

[Remainder of Page Intentionally Left Blank]

<PAGE>

Upper-Tier REMIC

The following table sets forth characteristics of the Certificates

and the Components, together with the minimum denominations and integral

multiples in excess thereof in which the Classes of Certificates shall be

issuable:

<TABLE>

Initial Class Integral

Certificate Balance or Pass-Through Minimum Multiples in

Classes Notional Amount Rate Denomination Excess of Minimum

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

Class 1-A-1 $19,723,000.00 5.500% $1,000 $1

Class 1-A-2 $2,547,000.00 5.500% $1,000 $1

Class 1-A-3 $2,703,000.00 5.500% $1,000 $1

Class 1-A-4 $2,684,000.00 5.500% $1,000 $1

Class 1-A-5 $2,000,000.00 5.500% $1,000 $1,000

Class 1-A-6 $4,490,000.00 (1) $1,000 $1

Class 1-A-7 $2,694,000.00 (2) $1,000 $1

Class 1-A-8 $1,982,000.00 5.250% $1,000 $1

Class 1-A-9 $3,018,000.00 5.250% $1,000 $1

Class 1-A-10 $7,502,000.00 5.250% $1,000 $1

Class 1-A-11 $341,000.00 (3) 5.500% $341,000 N/A

Class 1-A-12 $2,242,000.00 (3) 5.500% $1,000,000 $1

Class 1-A-13 $12,149,000.00 5.500% $1,000 $1

Class 1-A-14 $851,000.00 5.500% $1,000 $1

Class 1-A-15 $50,328,000.00 5.500% $1,000 $1

Class 1-A-16 $25,000,000.00 5.250% $1,000 $1

Class 1-A-17 $3,125,000.00 7.500% $1,000 $1

Class 1-A-18 $10,000,000.00 5.500% $1,000 $1

Class 1-A-19 $5,000,000.00 5.750% $1,000 $1

Class 1-A-20 $3,609,000.00 5.500% $1,000 $1

Class 1-A-21 $33,990,000.00 5.500% $1,000 $1

Class 1-A-22 $24,662,000.00 5.000% $1,000 $1

Class 1-A-23 $19,528,000.00 5.500% $1,000 $1

Class 1-A-24 $982,000.00 5.500% $1,000 $1

Class 1-A-25 $6,780,000.00 5.500% $1,000 $1

Class 1-A-R $50.00 5.500% $50 N/A

Class 30-IO $4,837,161.00 (3) 5.500% $1,000,000 $1

Class 30-PO $1,290,510.00 (4) $25,000 $1

Class 2-A-1 $14,833,000.00 4.500% $1,000 $1

Class 2-A-2 $3,399,500.00 4.500% $1,000 $1

Class 2-A-3 $33,580,000.00 5.500% $1,000 $1

Class 2-A-4 $21,117,500.00 5.500% $1,000 $1

Class 2-A-5 $63,653,730.00 (5) $1,000 $1

Class 2-A-6 $25,643,170.00 (6) $1,000 $1

Class 2-A-7 $1,637,000.00 (6) $1,000 $1

Class 2-A-8 $1,726,417.00 (3) 5.500% $1,000,000 $1

Class A-1/2 (7) (7) $1,000 $1

Class B-1 $4,726,000.00 5.500% $25,000 $1

Class B-2 $1,533,000.00 5.500% $25,000 $1

Class B-3 $767,000.00 5.500% $25,000 $1

Class B-4 $766,000.00 5.500% $25,000 $1

Class B-5 $639,000.00 5.500% $25,000 $1

Class B-6 $383,403.00 5.500% $25,000 $1

</TABLE>

<TABLE>

Integral

Pass-Through Minimum Multiples In

Components Initial Component Balance Rate Denomination Excess Of Minimum

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

Class 1-A-1/2 $25,025.62 5.500% N/A N/A

Class 2-A-1/2 $25,074.38 5.250% N/A N/A

</TABLE>

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

(1) During the initial Interest Accrual Period, interest will accrue on the

Class 1-A-6 Certificates at the rate of 4.190% per annum. During each

Interest Accrual Period thereafter, interest will accrue on the Class 1-A-6

Certificates at a per annum rate equal to (i) 1.100% plus (ii) LIBOR,

subject to a minimum rate of 1.100% and a maximum rate of 7.000%.

(2) During the initial Interest Accrual Period, interest will accrue on the

Class 1-A-7 Certificates at the rate of 7.68333332% per annum. During each

Interest Accrual Period thereafter, interest will accrue on the Class 1-A-7

Certificates at a per annum rate equal to (i) 12.83333333% minus (ii) the

product of 1.66666667 and LIBOR, subject to a minimum rate of 3.000% and a

maximum rate of 12.83333333%.

(3) The Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8 Certificates are

Interest Only Certificates, have no Class Certificate Balance and will not

be entitled to distributions in respect of principal. Interest will accrue

on the Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8 Certificates

based on their Notional Amounts.

(4) The Class 30-PO Certificates are Principal Only Certificates and will not

bear interest.

(5) During the initial Interest Accrual Period, interest will accrue on the

Class 2-A-5 Certificates at the rate of 3.350% per annum. During each

Interest Accrual Period thereafter, interest will accrue on the Class 2-A-5

Certificates at a per annum rate equal to (i) 0.350% plus (ii) LIBOR,

subject to a minimum rate of 0.350% and a maximum rate of 7.500%.

(6) During the initial Interest Accrual Period, interest will accrue on the

Class 2-A-6 and Class 2-A-7 Certificates at the rate of 9.68333334% per

annum. During each Interest Accrual Period thereafter, interest will accrue

on the Class 2-A-6 and Class 2-A-7 Certificates at a per annum rate equal to

(i) 16.68333333% minus (ii) the product of 2.33333333 and LIBOR, subject to

a minimum rate of 3.000% and a maximum rate of 16.68333333%.

(7) The Class A-1/2 Certificates will be deemed for purposes of distributions of

principal and interest to consist of two Components as described in the

table. The Initial Class Certificate Balance of the Class A-1/2 Certificates

will be $50,100.

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.

Accrued Certificate Interest: For any Distribution Date and each

interest-bearing Class of Group 1, one month's interest accrued during the

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

applicable Class Certificate Balance or Notional Amount, as applicable.

Accrued Component Interest: For any Distribution Date and the Class

1-A-1/2 Component, one month's interest accrued during the related Interest

Accrual Period at the applicable Pass-Through Rate on the Component Balance for

such Component.

Adjusted Pool Amount: With respect to any Distribution Date, the

Cut-Off Date Pool Principal Balance of the Mortgage Loans minus the sum of (i)

all amounts in respect of principal received in respect of the Mortgage Loans

(including, without limitation, amounts received as Monthly Payments, Periodic

Advances, Principal Prepayments, Liquidation Proceeds and Substitution

Adjustment Amounts) and distributed to the Group 1 Certificates and the Class

1-A-1/2 Component 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 from the Cut-Off Date through the end

of the month preceding such Distribution Date.

Adjusted Pool Amount (Non-PO Portion): With respect to any

Distribution Date, the difference between the Adjusted Pool Amount and the

Adjusted Pool Amount (PO Portion).

Adjusted Pool Amount (PO Portion): With respect to any Distribution

Date, the sum of the amount, calculated as follows, with respect to each

Outstanding Mortgage Loan: the product of (i) the PO Percentage for such

Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance

of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of

principal received in respect of such Mortgage Loan (including, without

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

Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts) and

distributed to Holders of the Group 1 Certificates and to the Class 1-A-1/2

Component on such Distribution Date and all prior Distribution Dates and (y) the

principal portion of any Realized Loss (other than a Debt Service Reduction)

incurred on such Mortgage Loan from the Cut-Off Date through the end of the

month preceding such Distribution Date.

Advance: A Periodic Advance or a Servicing Advance.

Advance Date: As to any Distribution Date and each Mortgage

Loan, the Business Day preceding the related Remittance Date.

Agreement: This Pooling and Servicing Agreement together with

all amendments hereof and supplements hereto.

Allocable Percentage: With respect to any Distribution

Date and any Class of Group 2 Certificates or the Class 2-A-1/2 Component, a

fraction the numerator of which is equal to the Group 2 Interest Accrual

Amount for such Class or Component and the denominator of which is equal to

the sum of the Group 2 Interest Accrual Amounts for all Classes of Group 2

Certificates and the Class 2-A-1/2 Component, in each case without giving

effect to clause (b) of the definition of Group 2 Interest Accrual Amount.

Ancillary Income: All prepayment premiums (if any), assumption fees,

late payment charges and all other ancillary income and fees with respect to the

Mortgage Loans.

Appraised Value: With respect to any Mortgaged Property, either (i)

the lesser of (a) the appraised value determined in an appraisal obtained by the

originator at origination of such Mortgage Loan or, in certain cases, an

automated valuation model (if applicable) 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 (if applicable) 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.

Authenticating Agents: As defined in Section 9.10.

BAFC: Banc of America Funding Corporation.

BAMCC: Banc of America Mortgage Capital Corporation.

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

association, or its successor in interest.

BANA Servicing Agreement: The Servicing Agreement, dated May 27,

2005, 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 states in which the servicing offices

of any Servicer, as applicable, are located, the state in which the master

servicing offices of the Master Servicer is located or the state or 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(d).

Certificate: Any of the Banc of America Funding Corporation

Mortgage Pass-Through Certificates, Series 2005-3 that are issued pursuant to

this Agreement.

Certificate Account: The Eligible Account created and maintained by

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

Securities Administrator, on behalf of the Trustee, 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 2005-3." The Certificate Account shall be deemed to consist

of three sub-accounts; one for each group of assets and a third sub-account

referred to herein as the Upper-Tier Certificate Sub-Account. Funds in the

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

for the uses and purposes set forth in this Agreement.

Certificate Balance: With respect to any Certificate (other than

Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8 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 1-A-11, Class

1-A-12, Class 30-IO and Class 2-A-8 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, 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 3.22.

Chase Servicing Agreement: Collectively, the Mortgage Loan Purchase,

Warranties and Servicing Agreement, Whole Loan Series 2005 WL-B, dated as of

January 1, 2004, and the Mortgage Loan Purchase, Warranties and Servicing

Agreement, Whole Loan Series 2005 WL-F, dated as of March 1, 2005, each by and

among BANA, CHF and JP Morgan Chase Bank, N.A. (as successor in interest to CHF

with respect to the servicing of the Mortgage Loans), as amended by the

Assignment, Assumption and Recognition Agreement, dated May 27, 2005, among

BANA, the Depositor, the Trustee, the Master Servicer, CHF and JPMorgan Chase

Bank, N.A.

CHF: Chase Home Finance LLC.

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

1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class

1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14,

Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class

1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25,

Class 30-IO, Class 30-PO, Class 1-A-R, Class 1-A-LR, Class 2-A-1, Class 2-A-2,

Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8,

Class A-1/2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class

B-6, as the case may be.

Class 1-A-11 Notional Amount: As to any Distribution Date and the

Class 1-A-11 Certificates, 4.5454545455% of the Class Certificate Balance of the

Class 1-A-10 Certificates.

Class 1-A-12 Notional Amount: As to any Distribution Date and the

Class 1-A-12 Certificates, 9.0909090909% of the Class Certificate Balance of the

Class 1-A-22 Certificates.

Class 1-A-13 Loss Amount: With respect to any Distribution Date

after the Senior Credit Support Depletion Date, the amount, if any, by which the

Class Certificate Balance of the Class 1-A-13 Certificates would be reduced as a

result of the allocation of any reduction pursuant to Section 5.04(b) to such

Class, without regard to the operation of Section 5.04(e).

Class 1-A-14 Loss Allocation Amount: With respect to any

Distribution Date after the Senior Credit Support Depletion Date, the lesser of

(a) the Class Certificate Balance of the Class 1-A-14 Certificates with respect

to such Distribution Date prior to any reduction for the Class 1-A-14 Loss

Allocation Amount and (b) the Class 1-A-13 Loss Amount with respect to such

Distribution Date.

Class 2-A-1 PAC Principal Amount: As to any Distribution Date and

the Class 2-A-1 Certificates, the amount, if any, that would reduce the Class

Certificate Balance of the Class 2-A-1 Certificates to the balance shown in the

table set forth in Exhibit R with respect to such Distribution Date.

Class 2-A-6 Loss Amount: With respect to any Distribution Date, the

amount, if any, by which the Class Certificate Balance of the Class 2-A-6

Certificates would be reduced as a result of the allocation of any reduction

pursuant to Section 5.05(a) to such Class, without regard to the operation of

Section 5.05(b).

Class 2-A-7 Loss Allocation Amount: With respect to any Distribution

Date, the lesser of (a) the Class Certificate Balance of the Class 2-A-7

Certificates with respect to such Distribution Date prior to any reduction for

the Class 2-A-7 Loss Allocation Amount and (b) the Class 2-A-6 Loss Amount with

respect to such Distribution Date.

Class 2-A-8 Notional Amount: With respect to each Distribution Date

and the Class 2-A-8 Certificates, an amount equal to the product of (i) the

class certificate balance of the Banc of America Mortgage Securities, Inc.,

Mortgage Pass-Through Certificates Series 2005-2, Class 1-A-7 Certificates as of

the first day of the month preceding the month of such Distribution Date and

(ii) a fraction, (a) the numerator of which is equal to 0.25% and (b) the

denominator of which is equal to 5.500%.

Class 30-IO Notional Amount: With respect to each Distribution Date

and the Class 30-IO Certificates, an amount equal to the product of (i) the

aggregate of the Stated Principal Balances of the Premium Mortgage Loans as of

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

a fraction, (a) the numerator of which is equal to the weighted average of the

Net Mortgage Interest Rates of the Premium Mortgage Loans (based on the Stated

Principal Balances of the Premium Mortgage Loans as of the Due Date in the month

preceding the month of such Distribution Date) minus 5.500% and (b) the

denominator of which is equal to 5.500%.

Class A-1/2 Component: Either of the Class 1-A-1/2 Component or the

Class 2-A-1/2 Component.

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

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

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

Class 1-A-11, Class 1-A-12, Class 30-IO, Class 2-A-8 and Class A-1/2

Certificates) and any date of determination, and subject to Section 5.04(f), the

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

distributions of principal made with respect thereto (including in the case of a

Class of Class B Certificates, any principal otherwise payable to such Class of

Class B Certificates used to pay any Class PO Deferred Amount), (ii) all

reductions in Class Certificate Balance previously allocated thereto pursuant to

Section 5.04(b) or Section 5.05(a), as applicable, and (iii) in the case of the

Class 1-A-14 Certificates, any reduction allocated thereto pursuant to Section

5.04(e) and in the case of the Class 2-A-7 Certificates, any reduction allocated

thereto pursuant to Section 5.05(b) plus (B) the sum of (i) all increases in

Class Certificate Balance previously allocated thereto pursuant to Section

5.04(b), if applicable, and (ii) in the case of the Class 1-A-13 Certificates,

any increases allocated thereto pursuant to Section 5.04(e). The Class

Certificate Balance of the Class A-1/2 Certificates as of any date of

determination shall equal the sum of the Component Balances of the Class A-1/2

Components. The Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8

Certificates are Interest-Only Certificates and have no Class Certificate

Balance.

Class Interest Shortfall: For any Distribution Date and each

interest-bearing Class of Group 1 Certificates and the Class 1-A-1/2 Component,

the amount by which Accrued Certificate Interest or Accrued Component Interest

for such Class or Component (as reduced pursuant to Section 5.02(c)) exceeds the

amount of interest actually distributed on such Class or Component on such

Distribution Date pursuant to clause (i) of the definition of "Group 1 Interest

Distribution Amount."

Class PO Deferred Amount: As to any Distribution Date and the Class

30-PO Certificates, the amount by which the Class Certificate Balance of the

Class 30-PO Certificates will be reduced on such Distribution Date or has been

reduced on prior Distribution Dates as a result of Section 5.04(b) less the sum

of (a) the Class PO Recoveries for prior Distribution Dates and (b) the amounts

distributed to the Class 30-PO Certificates pursuant to Section 5.02(a)(iii) on

prior Distribution Dates.

Class PO Principal Distribution Amount: As to each Distribution

Date, distributions of principal of the Class 30-PO Certificates will be made in

an amount equal to the lesser of:

(a) the PO Principal Amount for such Distribution Date; and (b) the product of

(1) the Group 1 Pool Distribution Amount remaining after distributions of

interest on the Group 1 Senior Certificates and the Class 1-A-1/2 Component and

(2) a fraction, the numerator of which is the PO Principal Amount and the

denominator of which is the sum of the PO Principal Amount and the Group 1

Senior Principal Distribution Amount.

Class PO Recovery: As to any Distribution Date, the lesser of (a)

the Class PO Deferred Amounts for such Distribution Date and (b) an amount equal

to the sum, as to each Mortgage Loan as to which there has been a Recovery

received during the Prior Period, of the product of (x) the PO Percentage with

respect to such Mortgage Loan and (y) the amount of the Recovery received during

the Prior Period with respect to such Mortgage Loan.

Class Unpaid Interest Shortfall: As to any Distribution Date and

each interest-bearing Class of Group 1 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 "Group 1

Interest Distribution Amount."

Closing Date: May 27, 2005.

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

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

the aggregate of the Prepayment Interest Shortfalls on the Mortgage Loans

serviced by such Servicer resulting from Principal Prepayments on such Mortgage

Loans during the related Prior Period; provided, however, that Compensating

Interest for any Distribution Date payable by RFC will be capped at 1/12th of

0.125% of the aggregate Stated Principal Balance of the Mortgage Loans serviced

by RFC (calculated as of the Remittance Date relating to such Distribution

Date).

Component: Any of the Class A-1/2 Components.

Component Balance: With respect to either Component and any date of

determination, the Initial Component Balance of such Component minus the sum of

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

reductions in the related Component Balance previously allocated thereto

pursuant to Section 5.04(b) or Section 5.05(a), as applicable.

Component Interest Distribution Amount: For any Distribution Date

and the Class 1-A-1/2 Component, the sum of (i) the Accrued Component Interest

for such Component and (ii) any Component Unpaid Interest Shortfall for such

Component.

Component Interest Shortfall: For any Distribution Date and the

Class 1-A-1/2 Component, the amount by which Accrued Component Interest for such

Component exceeds the amount of interest actually distributed on such Component

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

Interest Distribution Amount."

Component Unpaid Interest Shortfall: As to any Distribution Date and

the Class 1-A-1/2 Component, the amount by which the aggregate Component

Interest Shortfalls for such Component on prior Distribution Dates exceeds the

amount of interest actually distributed on such Component on such prior

Distribution Dates pursuant to clause (ii) of the definition of "Component

Interest Distribution Amount."

Cooperative: A private, cooperative housing corporation which owns

or leases land and all or part of a building or buildings, including apartments,

spaces used for commercial purposes and common areas therein and whose board of

directors authorizes, among other things, the sale of Cooperative Stock.

Cooperative Apartment: A dwelling unit in a multi-dwelling building

owned or leased by a Cooperative, which unit the Mortgagor has an exclusive

right to occupy pursuant to the terms of a proprietary lease or occupancy

agreement.

Cooperative Lease: With respect to a Cooperative Loan, the

proprietary lease or occupancy agreement with respect to the Cooperative

Apartment occupied by the Mortgagor and relating to the related Cooperative

Stock, which lease or agreement confers an exclusive right to the holder of such

Cooperative Stock to occupy such apartment.

Cooperative Loans: Any of the Mortgage Loans made in respect of a

Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a

Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an

assignment or mortgage of the Cooperative Lease, (iv) financing statements and

(v) a stock power (or other similar instrument), and ancillary thereto, a

Recognition Agreement, each of which was transferred and assigned to the Trust

pursuant to Section 2.01.

Cooperative Stock: With respect to a Cooperative Loan, the single

outstanding class of stock, partnership interest or other ownership instrument

in the related Cooperative.

Cooperative Stock Certificate: With respect to a Cooperative Loan,

the stock certificate or other instrument evidencing the related Cooperative

Stock.

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 2005-3, 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 2005-3, and for certificate transfer purposes is

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

Attention: Corporate Trust Services - BAFC 2005-3, 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 Upper-Tier Class, Classes or Component: As defined

in the Preliminary Statement.

Custodian: Initially, the Trustee and thereafter the Custodian or

Custodians, if any, hereafter appointed by the Trustee pursuant to Section 9.12.

A 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 the Master Servicer, any Servicer or 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 (i) any Servicer,

procedures (including collection procedures) that a 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 and (ii) the Master Servicer, those master servicing procedures that

constitute customary and usual standards of practice of prudent mortgage loan

master servicers.

Cut-Off Date: May 1, 2005.

Cut-Off Date Pool Principal Balance: The aggregate of the Cut-Off

Date Principal Balances of the Mortgage Loans which is $255,477,039.93.

Cut-Off Date Principal Balance: As to any Mortgage Loan, the unpaid

principal balance thereof as of the close of business on the Cut-Off Date,

reduced by all installments of principal due on or prior thereto whether or not

paid.

Debt Service Reduction: As to any Mortgage Loan and any

Determination Date, the excess of (i) the Monthly Payment due on the related Due

Date under the terms of such Mortgage Loan over (ii) the amount of the monthly

payment of principal and/or interest required to be paid with respect to such

Due Date by the Mortgagor as established by a court of competent jurisdiction

(pursuant to an order which has become final and nonappealable) as a result of a

proceeding initiated by or against the related Mortgagor under the Bankruptcy

Code, as amended from time to time (11 U.S.C.); provided that no such excess

shall be considered a Debt Service Reduction so long as (a) the Servicer of such

Mortgage Loan 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

applicable Servicer, the Master Servicer or the Trustee, as applicable, 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.

Deceased Holder: A Certificate Owner of a Special Retail Certificate

who was living at the time such interest was acquired and whose executor or

other authorized representative causes to be furnished to the Depository

Participant a certified copy of the death certificate and any additional

evidence of death satisfactory to the Depository Participant and any tax waivers

requested by the Depository Participant.

Defective Mortgage Loan: Any Mortgage Loan which is required to

be cured, repurchased or substituted for pursuant to Sections 2.02.

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 applicable 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 applicable

Servicer, the Master Servicer or the Trustee, as applicable, 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.

Depositor Indemnified Parties: As defined in Section 3.22(c)

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.

Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage

Interest Rate as of the Cut-Off Date that is less than 5.500% per annum.

Distribution Date: The 25th day of each month beginning in June

2005 (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 from Wells Fargo Bank, N.A. 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, the Master Servicer 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, the Master Servicer 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, the

Master Servicer or the Securities Administrator. Notwithstanding anything in the

foregoing to the contrary, an account shall not fail to be an Eligible Account

solely because it is maintained with Wells Fargo Bank, N.A., a wholly owned

subsidiary of Wells Fargo & Co., provided that such subsidiary or its parent's

(A) commercial paper, short-term unsecured debt obligations or other short-term

deposits are at least "P-1" in the case of Moody's, "F-1" in the case of Fitch

and "A-1+" in the case of S&P, if the deposits are to be held in the account for

30 days or less, or (B) long-term unsecured debt obligations are rated at least

"Aa3" in the case of Moody's, "AA-" in the case of Fitch and "AA-" (or "A"

(without regard to any plus or minus), if the short-term unsecured debt

obligations are rated at least "A-1+") in the case of S&P, if the deposits are

to be held in the account for more than 30 days.

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

amended.

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

Class B-6 Certificate.

Escrow Account: As defined in Section 3.08.

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.

Events of Default: As defined in Section 8.01.

Excess Proceeds: With respect to any Liquidated Mortgage Loan, the

amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage

Loan received in the calendar month in which such Mortgage Loan became a

Liquidated Mortgage Loan, net of any amounts previously reimbursed to the

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

Loan pursuant to Section 3.11(a)(iv), exceeds (i) the unpaid principal balance

of such Liquidated Mortgage Loan as of the Due Date in the month in which such

Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at

the Mortgage Interest Rate from the Due Date as to which interest was last paid

or for which an Advance (other than a Servicing Advance) was made (and not

reimbursed) up to the Due Date applicable to the Distribution Date immediately

following the calendar month during which such liquidation occurred.

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

FDIC: The Federal Deposit Insurance Corporation, or any

successor thereto.

FHA: Federal Housing Administration, 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 3.22.

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

Governing Agreement: With respect to each Mortgage Certificate, the

pooling and servicing agreement pursuant to which such Mortgage Certificate was

issued, as listed on the Mortgage Certificate Schedule.

Group: Any of Group 1 or Group 2.

Group 1: The Group 1 Senior Certificates, the Class 1-A-1/2

Component and the Class B Certificates.

Group 1 Administrative Fee Rate: With respect to each Mortgage Loan,

the sum of (i) the Servicing Fee Rate and (ii) the Securities Administrator Fee

Rate.

Group 1 Certificates: The Group 1 Senior Certificates and the

Class B Certificates.

Group 1 Interest Distribution Amount: For any Distribution Date and

each interest-bearing Class of Group 1 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.

Group 1 PAC Principal Amount: As to any Distribution Date and the

PAC 1 Group, the amount, if any, that would reduce the aggregate Class

Certificate Balance of the PAC 1 Group to the balance shown in the table set

forth in Exhibit O with respect to such Distribution Date.

Group 1 Pool Distribution Amount: As to any Distribution, the excess

of (a) the sum of (i) the aggregate of (A) the interest portion of any Monthly

Payment on a Mortgage Loan (net of the Group 1 Administrative Fee) and the

principal portion of any Monthly Payment on a Mortgage Loan due on the Due Date

in the 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) and payments of

Compensating Interest made by the applicable Servicer on such Distribution Date

deposited to the Master Servicer Custodial Account pursuant to Section

3.09(e)(vi); (ii) all Liquidation Proceeds (other than Excess Proceeds) received

on the Mortgage Loans during the Prior Period and deposited to the Master

Servicer Custodial Account pursuant to Section 3.09(e)(iii); (iii) all Principal

Prepayments received on the Mortgage Loans during the Prior Period and deposited

to the Master Servicer Custodial Account pursuant to Section 3.09(e)(i) during

such period; (iv) in connection with any Mortgage Loans that are Defective

Mortgage Loans, the aggregate of the Purchase Prices and Substitution Adjustment

Amounts remitted on the related Remittance Date pursuant to Section

3.09(e)(vii); (v) any other amounts in the Master Servicer Custodial Account

deposited therein pursuant to Section 3.09(e)(iv), (v), (viii) and (ix) in

respect of such Distribution Date; (vi) any Reimbursement Amount required to be

included pursuant to Section 5.02(a); and (vii) any Non-PO Recovery with respect

to such Distribution Date over (b) any amounts permitted to be withdrawn from

the Master Servicer Custodial Account pursuant to clauses (i) through (viii),

inclusive, of Section 3.11(a).

Group 1 Scheduled Principal Amount: As to any Distribution Date and

the Scheduled 1 Group, the amount, if any, that would reduce the aggregate Class

Certificate Balance of the Scheduled 1 Group to the balance shown in the table

set forth in Exhibit P with respect to such Distribution Date.

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

1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class

1-A-9, Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14,

Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class

1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25,

Class 1-A-R, Class 1-A-LR, Class 30-IO and Class 30-PO Certificates.

Group 1 Senior Percentage: With respect to any Distribution Date,

the percentage, carried to six places rounded up, obtained by dividing (i) the

aggregate Class Certificate Balance of the Group 1 Senior Certificates (other

than the Class 30-PO Certificates) and the Component Balance of the Class

1-A-1/2 Component immediately prior to such Distribution Date, by (ii) the Pool

Stated Principal Balance (Non-PO Portion) for such Distribution Date.

Group 1 Senior Prepayment Percentage: For any Distribution Date

during the five (5) years beginning on the first Distribution Date, 100%. The

Group 1 Senior Prepayment Percentage and for any Distribution Date occurring on

or after the fifth anniversary of the first Distribution Date will, except as

provided herein, be as follows: for any Distribution Date in the first (1st)

year thereafter, the Group 1 Senior Percentage plus 70% of the Subordinate

Percentage for such Distribution Date; for any Distribution Date in the second

(2nd) year thereafter, the Group 1 Senior Percentage plus 60% of the Subordinate

Percentage for such Distribution Date; for any Distribution Date in the third

(3rd) year thereafter, the Group 1 Senior Percentage plus 40% of the Subordinate

Percentage for such Distribution Date; for any Distribution Date in the fourth

(4th) year thereafter, the Group 1 Senior Percentage plus 20% of the Subordinate

Percentage for such Distribution Date; and for any Distribution Date in the

fifth (5th) or later years thereafter, the Group 1 Senior Percentage for such

Distribution Date (unless on any of the foregoing Distribution Dates, the Group

1 Senior Percentage exceeds the initial Group 1 Senior Percentage, in which case

the Group 1 Senior Prepayment Percentage for such Distribution Date will once

again equal 100%). Notwithstanding the foregoing, no decrease in the Group 1

Senior Prepayment Percentage will occur unless both of the Senior Step Down

Conditions are satisfied.

Group 1 Senior Principal Distribution Amount: As to any Distribution

Date, the sum of (i) the Group 1 Senior Percentage of the Non-PO Percentage of

the amounts described in clauses (i)(a) through (d) of the definition of "Non-PO

Principal Amount" for such Distribution Date and (ii) the Group 1 Senior

Prepayment Percentage of (1) the Non-PO Percentage of the amounts described in

clauses (i)(e) and (f) and (2) the amount described in clause (ii) of the

definition of "Non-PO Principal Amount" for such Distribution Date.

Group 2: The Group 2 Certificates and the Class 2-A-1/2

Component.

Group 2 Aggregate Schedule Certificates: The Class 2-A-1, Class

2-A-2, Class 2-A-3 and Class 2-A-4 Certificates.

Group 2 Aggregate Schedule Principal Amount: As to any Distribution

Date and the Group 2 Aggregate Schedule Certificates, the amount, if any, that

would reduce the aggregate Class Certificate Balance of the Group 2 Aggregate

Schedule Certificates to the balance shown in the table set forth in Exhibit Q

with respect to such Distribution Date.

Group 2 Certificates: The Class 2-A-1, Class 2-A-2, Class 2-A-3,

Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7 and Class 2-A-8 Certificates.

Group 2 Interest Accrual Amount: As to any Distribution Date and

Class of Group 2 Certificates and the Class 2-A-1/2 Component, an amount equal

to (a) the product of (i) one-twelfth of the applicable Pass-Through Rate for

such Class or Component for such Distribution Date and (ii) the Class

Certificate Balance or Notional Amount of such Class or the Component Balance of

such Component prior to giving effect to any principal distributions, less (b)

the Class' or Component's Allocable Percentage of any Interest Reductions for

such Distribution Date.

Group 2 Interest Distribution Amount: As to any Distribution Date,

(a) the aggregate amount received by the Securities Administrator since the

preceding Distribution Date (or since the Closing Date, in the case of the first

Distribution Date) as interest on the Mortgage Certificates plus (b) the

interest portion of the purchase price received by the Securities Administrator

in connection with any repurchase of a Mortgage Certificate pursuant to Section

2.02.

Group 2 Principal Distribution Amount: As to any Distribution Date,

the aggregate amount received by the Securities Administrator since the

preceding Distribution Date (or since the Closing Date, in the case of the first

Distribution Date) as principal on the Mortgage Certificates and (b) the

principal portion of the purchase price received by the Securities Administrator

in connection with any repurchase of a Mortgage Certificate pursuant to Section

2.02.

Group 2 Realized Loss Shortfall: With respect to any Distribution

Date, any amount by which the aggregate Mortgage Certificate Principal Balance

after giving effect to any principal distributions and any other principal

reductions on the preceding Mortgage Certificate Distribution Dates, is less

than the sum of the aggregate Class Certificate Balance of all Classes of Group

2 Certificates and the Component Balance of the Class 2-A-1/2 Component, as

determined after taking into account distributions pursuant to Section 5.03.

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 Master

Servicer and any Servicer, (ii) does not have any direct financial interest or

any material indirect financial interest in the Depositor, the Master Servicer

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

with the Depositor, the Master Servicer, or any Servicer as an officer,

employee, promoter, underwriter, trustee, partner, director or person performing

similar functions.

Initial Class Certificate Balance: As to each Class of Certificates

(other than the Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8

Certificates), the Class Certificate Balance set forth in the Preliminary

Statement. The Class 1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8

Certificates are Interest-Only Certificates and have no Initial Class

Certificate Balance.

Initial Component Balance: As to each Class A-1/2 Component, the

Component 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.

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

Trust Estate, any Primary Mortgage Insurance Policy or any other insurance

policy (including any policy covering any Mortgage Loan or Mortgaged Property,

including without limitation, any hazard insurance policy required pursuant to

Section 3.12, any title insurance policy described in Section 2.01 and any FHA

insurance policies and VA insurance policies), 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 Certificates (other than the Class 2-A-5, Class 2-A-6, Class 2-A-7, Class

A-1/2 Certificates and Class 30-PO Certificates) and each Class A-1/2 Component,

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 any Distribuiton Date and

the Class 2-A-5, Class 2-A-6 and Class 2-A-7 Certificates, the period commencing

on the 25th day of the month preceding the month in which each Distribution Date

occurs and ending on the 24th day of the month in which such Distribution Date

occurs.

Interest-Only Certificates: Any Class of Certificates entitled to

distributions of interest, but no distributions of principal. The Class 1-A-11,

Class 1-A-12, Class 30-IO and Class 2-A-8 Certificates are the only Classes of

Interest-Only Certificates.

Interest Reductions: With respect to a Mortgage Certificate, any

amounts that are expressly allocated to such Mortgage Certificates pursuant to

Section 5.02(c) of the applicable Governing Agreement.

Interest Settlement Rate: As defined in Section 5.13.

LIBOR: As to any Distribution Date, the arithmetic mean of

the London Interbank offered rate quotations for one-month U.S. Dollar deposits,

as determined by the Securities Administrator in accordance with Section 5.13.

LIBOR Business Day: Any Business Day on which banks are

open for dealing in foreign currency and exchange in London, England or the City

of New York.

LIBOR Certificates: Any of the Class 1-A-6, Class 1-A-7,

Class 2-A-5, Class 2-A-6 or Class 2-A-7 Certificates.

Liquidated Mortgage Loan: With respect to any Distribution Date, a

defaulted Mortgage Loan (including any REO Property) that was liquidated in the

Prior Period and as to which the applicable Servicer has certified (in

accordance with the applicable 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.

Living Holder: A Certificate Owner of a Special Retail

Certificate other than a Deceased Holder.

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

origination and the denominator of which is the Appraised Value of the related

Mortgaged Property.

Losses: As defined in Section 5.11(a).

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

assets of which consist of the Mortgage Loans, such amounts as shall from time

to time be held in the Certificate Account, 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.

For the avoidance of doubt, neither the Mortgage Certificates nor any amounts

paid to the Trust Estate with respect thereto shall be assets of the Lower-Tier

REMIC.

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's Certificate: The monthly report required by

Section 4.01.

Master Servicer Custodial Account: The Eligible Account created and

maintained by the Master Servicer pursuant to Section 3.09 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

2005-3."

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 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

(including attorney's fees) incurred by the Trustee or a successor master

servicer in connection with the transfer of master servicing or servicing from a

predecessor master servicer, including, without limitation, any costs or

expenses associated with the complete transfer of all master servicing data or

servicing data and the completion, correction or manipulation of such master

servicing data or servicing data as may be required by the Trustee or successor

master servicer to correct any errors or insufficiencies in the master servicing

data or servicing data or otherwise to enable the Trustee or a successor master

servicer to master service or service, as the case may be, the applicable

Mortgage Loans properly and effectively.

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

Monthly Form 8-K: As defined in Section 3.22.

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.

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 Certificate Distribution Date: With respect to

each Mortgage Certificate, the date each month on which distributions are made

to the registered holders of such Mortgage Certificate in accordance with the

applicable Governing Agreement.

Mortgage Certificate Distribution Date Statements: With respect to

the Mortgage Certificates and each Mortgage Certificate Distribution Date, the

reports provided to the Securities Administrator as beneficial owner of the

Mortgage Certificates by or on behalf of the trustee for each series.

Mortgage Certificate Principal Balance: With respect to any Mortgage

Certificate and any Distribution Date, the principal balance of such Mortgage

Certificate as of the immediately preceding Mortgage Certificate Distribution

Date, before giving effect to principal distributions and class certificate

balance reductions or increases on such Mortgage Certificate Distribution Date.

Mortgage Certificate Rate: With respect to each Mortgage Certificate

and each Distribution Date, the pass-through rate used to calculate interest

distributions on such Mortgage Certificate for the Mortgage Certificate

Distribution Date.

Mortgage Certificates: The certificates which evidence

interests in the trusts created by the related Governing Agreements and which

are transferred to the Trust by the Depositor, each of which is identified in

the Mortgage Certificate Schedule.

Mortgage Certificate Schedule: The schedule attached as Exhibit D-2

hereto, such schedule setting forth as to each Mortgage Certificate its class

certificate balance as of the Mortgage Certificate Distribution Date in May

2005, after giving effect to principal distributions and other principal

reductions or increases on such Mortgage Certificate Distribution Date.

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 in accordance with the terms of the related Mortgage Note, prior to giving

any effect to any Debt Service Reduction.

Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase

Agreement, dated May 27, 2005, between BANA, as seller, and the Depositor, as

purchaser.

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 on Exhibit D-1 hereto.

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 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; (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) a code indicating the initial Servicer; (xvi) the

Appraised Value; and (xvii) the closing date of the Mortgage Loan. With respect

to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall set

forth the following information, as of the Cut-Off Date: (i) the number of

Mortgage Loans; (ii) the current aggregate outstanding principal balance of the

Mortgage Loans; (iii) the weighted average Mortgage Interest Rate of the

Mortgage Loans; and (iv) the weighted average months to maturity of the Mortgage

Loans.

Mortgage 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 Cooperative Stock or residential long-term leases.

Mortgagor: The obligor on a Mortgage Note.

National City Mortgage: National City Mortgage Co.

National City Mortgage 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 BAMCC) and National City Mortgage, as

amended by (i) Amendment No. 1, dated as of July 1, 2004, by and among Banc of

America Mortgage Capital Corporation, National City Mortgage and BANA, (ii) the

Master Assignment, Assumption and Recognition Agreement, dated as of July 1,

2004, by and among Banc of America Mortgage Capital Corporation, National City

Mortgage, BANA and Wachovia Bank, (iii) Amendment No. 2, dated as of October 1,

2004, by and between National City Mortgage and BANA and (iv) the Assignment

Assumption and Recognition Agreement, dated May 27, 2005, by and among BANA, the

Depositor, the Trustee and National City Mortgage and acknowledged by the Master

Servicer.

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 Prior Period reduced by the Group 1 Administrative Fee Rate for such

Mortgage Loan.

Non-PO Percentage: As to any Discount Mortgage Loan, a fraction

(expressed as a percentage), the numerator of which is the Net Mortgage Interest

Rate as of the Cut-Off Date of such Discount Mortgage Loan and the denominator

of which is 5.500%. As to any Mortgage Loan that is not a Discount Mortgage

Loan, 100%.

Non-PO Principal Amount: As to any Distribution Date, the sum of (i)

the sum of the Non-PO Percentage of (a) the principal portion of each Monthly

Payment due on each Mortgage Loan on the related Due Date, (b) the Stated

Principal Balance, as of the date of repurchase, of (I) each Mortgage Loan that

was repurchased by a Servicer pursuant to the applicable Servicing Agreement

during the Prior Period, (II) each Mortgage Loan repurchased by the Seller

pursuant to the Mortgage Loan Purchase Agreement or a Purchase Obligation during

the Prior Period, (III) each Mortgage Loan repurchased by the Depositor pursuant

to Section 3.15(f) or (IV) each Mortgage Loan purchased by the Master Servicer

pursuant to Section 10.01, (c) any Substitution Adjustment Amount in connection

with a Defective Mortgage Loan received during the Prior Period, (d) any

Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that

are not yet Liquidated Mortgage Loans received by a Servicer during the Prior

Period, (e) with respect to each Mortgage Loan that became a Liquidated Mortgage

Loan during the Prior Period, the amount of Liquidation Proceeds (excluding

Excess Proceeds) allocable to principal received by a Servicer with respect to

such Mortgage Loan during such Prior Period and, (f) with respect to each

Mortgage Loan, all Principal Prepayments on the Mortgage Loans received by a

Servicer during the Prior Period; and (ii) the Non-PO Recovery for such

Distribution Date.

Non-PO Recovery: As to any Distribution Date, the amount of all

Recoveries received during the Prior Period less the Class PO Recovery for such

Distribution Date.

Non-Supported Interest Shortfalls: As to any Distribution Date, the

amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds

the aggregate Compensating Interest for such Distribution Date.

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

Nonrecoverable Advance: Any portion of an Advance previously made or

proposed to be made in respect of a Mortgage Loan which has not been previously

reimbursed and which, in the good faith judgment of the applicable Servicer will

not or, in the case of a proposed Advance, would not be ultimately recoverable

from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or

other recoveries in respect of the related Mortgage Loan.

NYCEMA: A New York Consolidation, Extension and Modification

Agreement.

Notional Amount: With respect to (a) the Class 1-A-11 Certificates

and any date of determination, the Class 1-A-11 Notional Amount, (b) the Class

1-A-12 Certificates and any date of determination, the Class 1-A-12 Notional

Amount, (c) the Class 30-IO Certificates and any date of determination, the

Class 30-IO Notional Amount and (d) the Class 2-A-8 Certificates and any date of

determination, the Class 2-A-8 Notional Amount.

Offered Certificates: The Senior, Class B-1, Class B-2 and

Class B-3 Certificates.

Officer's Certificate: A certificate signed by the Chairman of the

Board, Vice Chairman of the Board, President or a Vice President and by the

Treasurer, the Secretary or one of the Assistant Treasurers or Assistant

Secretaries, or any other duly authorized officer of the Depositor or the Master

Servicer, as the case may be, and delivered to the Trustee or the Securities

Administrator, as the case may be.

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 one or more REMICs or compliance with the REMIC Provisions must be an

opinion of Independent counsel.

Original Fractional Interest: With respect to each of the following

Classes of Subordinate Certificates, the corresponding percentage described

below, as of the Closing Date:

Class B-1 1.61%

Class B-2 1.01%

Class B-3 0.70%

Class B-4 0.40%

Class B-5 0.15%

Class B-6 0.00%

Original Subordinate Certificate Balance: $8,814,403.00.

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, 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 Sections 2.02 or 3.15(f).

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.

PAC 1 Group: The Class 1-A-21, Class 1-A-22, Class 1-A-23 and Class

1-A-24 Certificates.

Pass-Through Rate: As to each Class of interest-bearing Certificates

or Components, the per annum rate set forth or described in the Preliminary

Statement.

Payahead Amount: As to any Distribution Date and Mortgage Loan,

early prepayments of scheduled installments of principal and interest made by a

Mortgagor during the Prior Period immediately preceding such Distribution Date

that are intended by such Mortgagor to be applied on subsequent Due Dates.

Paying Agent: As defined in Section 9.13.

Percentage Interest: As to any Certificate (other than a Special

Retail Certificate), the percentage obtained by dividing the initial Certificate

Balance of such Certificate (or the initial notional amount for the Class

1-A-11, Class 1-A-12, Class 30-IO and Class 2-A-8 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 a Special Retail

Certificate, the percentage obtained by dividing the current Certificate Balance

of each such Certificate by the current Class Certificate Balance of the Class

of which such Certificate is a part.

Periodic Advance: With respect to each Servicer, shall have the

meaning given to term "Monthly Advance" in the applicable Servicing Agreement.

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 "P1" by Moody's, "F-1" by Fitch 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 "P1" by

Moody's, "F-1" by Fitch 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 "P1" by Moody's, "F-1" by

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

(v) investments in money market funds (including funds of the Securities

Administrator or its affiliates, or funds for which an affiliate of the

Securities Administrator acts as advisor, as well as funds for which the

Securities Administrator and its affiliates may receive compensation)

rated either "Aaa" by Moody's, "AAA" by Fitch (if rated by Fitch) 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

or Securities Administrator, as the case may be, will not affect the

qualification of the Trust Estate as two 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 1-A-R, Class 1-A-LR, Class B-4,

Class B-5 and Class B-6 Certificates.

Plan: As defined in Section 6.02(e).

PO Percentage: As to any Discount Mortgage Loan, 100% minus the

Non-PO Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a

Discount Mortgage Loan, 0%.

PO Principal Amount: As to any Distribution Date, (i) the sum of the

applicable PO Percentage of (a) the principal portion of each Monthly Payment

due on each Mortgage Loan on the related Due Date; (b) the Stated Principal

Balance, as of the date of repurchase, of (I) each Mortgage Loan that was

repurchased by a Servicer pursuant to the applicable Servicing Agreement during

the Prior Period, (II) each Mortgage Loan repurchased by the Seller pursuant to

the Mortgage Loan Purchase Agreement or a Purchase Obligation during the Prior

Period, (III) each Mortgage Loan repurchased by the Depositor pursuant to

Section 3.15(f), or (IV) each Mortgage Loan purchased by the Master Servicer

pursuant to Section 10.01; (c) any Substitution Adjustment Amount in connection

with any Defective Mortgage Loan received with respect to such Distribution

Date; (d) any Liquidation Proceeds allocable to recoveries of principal of

Mortgage Loans that are not yet Liquidated Mortgage Loans received by a Servicer

during the Prior Period; (e) with respect to each Mortgage Loan that became a

Liquidated Mortgage Loan during the Prior Period, the amount of Liquidation

Proceeds (excluding Excess Proceeds) allocable to principal received by a

Servicer with respect to such Mortgage Loan during such Prior Period; and (f)

all Principal Prepayments on the Mortgage Loans received by a Servicer during

the Prior Period; and (ii) the Class PO Recovery for such Distribution Date.

Pool Stated Principal Balance: As to any Distribution Date, the

aggregate Stated Principal Balance of all Mortgage Loans that were Outstanding

Mortgage Loans immediately following the Due Date in the month preceding the

month in which such Distribution Date occurs.

Pool Stated Principal Balance (Non-PO Portion): As to any

Distribution Date, the sum of the product, for each Mortgage Loan, of (a) the

Non-PO Percentage of such Mortgage Loan multiplied by (b) the Stated Principal

Balance of such Mortgage Loan that was an Outstanding Mortgage Loan immediately

following the Due Date in the month preceding the month in which such

Distribution Date occurs.

Premium Mortgage Loan: Any Mortgage Loan with a Net Mortgage

Interest Rate as of the Cut-Off Date that is greater than or equal to 5.500% per

annum.

Prepayment Interest Shortfall: As to any Distribution Date and each

Mortgage Loan subject to a Principal Prepayment received during the Prior

Period, 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 Only Certificates: Any Class of Certificates entitled to

distributions of principal, but to no distributions of interest. The Class 30-PO

Certificates are the only Principal Only Certificates.

Principal Prepayment: With respect to each Mortgage Loan, any

payment or other recovery of principal on a Mortgage Loan (other than

Liquidation Proceeds or Payaheads) 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.

Prior Period: With respect to any Distribution Date, the calendar

month immediately preceding the month of such Distribution Date.

Priority Amount: As to any Distribution Date, the lesser of (i) the

aggregate Class Certificate Balance of the Class 1-A-13 and Class 1-A-14

Certificates, and (ii) the product of (a) the Shift Percentage, (b) the Priority

Percentage and (c) the Non-PO Principal Amount.

Priority Percentage: As to any Distribution Date, the percentage

equivalent (carried to six places rounded up) of a fraction the numerator of

which is the aggregate Class Certificate Balance of the Class 1-A-13 and Class

1-A-14 Certificates immediately prior to such date and the denominator of which

is the Pool Stated Principal Balance (Non-PO Portion) immediately prior to such

date.

Private Certificates: The Class B-4, Class B-5 and Class B-6

Certificates.

Pro Rata Share: As to any Distribution Date and any Class of

Subordinate Certificates that is not a Restricted Class, the portion of the

Subordinate Principal Distribution Amount or Amounts allocable to such Class,

equal to the product of the Subordinate Principal Distribution Amount or Amounts

for the Subordinate Certificates for such Distribution Date and a fraction, the

numerator of which is the related Class Certificate Balance thereof and the

denominator of which is the aggregate Class Certificate Balance of the

Subordinate Certificates that are not Restricted Classes. The Pro Rata Share of

a Restricted Class shall be 0%.

Purchase Obligation: An obligation of the Seller or a Servicer to

purchase Mortgage Loans under the circumstances and in the manner provided in

Section 2.02.

Purchase Price: With respect to each Mortgage Loan that was a

Defective Mortgage Loan repurchased on any date pursuant to Sections 2.02, an

amount equal to 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 the Person repurchasing such Mortgage Loan is

servicing such Mortgage Loan under the related Servicing Agreement, the

Servicing Fee for such Mortgage Loan.

Rate Determination Date: As to any Class of LIBOR

Certificates, the second LIBOR Business Day prior to the beginning of the

applicable Interest Accrual Period for such Class and such Distribution Date.

Rating Agency: Each of Moody's, Fitch and S&P. If any such

organization or a successor is no longer in existence, "Rating Agency" shall be

such nationally recognized statistical rating organization, or other comparable

Person, as is designated by the Depositor, notice of which designation shall be

given to the Trustee, 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.

Recognition Agreement: With respect to a Cooperative Loan, the

recognition agreement between the Cooperative and the originator of such

Cooperative Loan.

Record Date: The last day of the month (or, if such day is not a

Business Day, the preceding Business Day) preceding the month of the related

Distribution Date.

Recovery: Any amount received on a Mortgage Loan subsequent to such

Mortgage Loan being determined to be a Liquidated Mortgage Loan.

Regular Certificates: As defined in the Preliminary Statement

hereto.

Reimbursement Amount: As defined in Section 2.02.

Relief Act: The Servicemembers Civil Relief Act, as it may be

amended from time to time.

Relief Act Reduction: With respect to any Distribution Date, for any

Mortgage Loan as to which there has been a reduction in the amount of interest

collectible thereon for the most recently ended calendar month as a result of

the application of the Relief Act or comparable state legislation, the amount,

if any, by which (i) interest collectible on such Mortgage Loan for the most

recently ended calendar month is less than (ii) interest accrued pursuant to the

terms of the Mortgage Note on the same principal amount and for the same period

as the interest collectible on such Mortgage Loan for the most recently ended

calendar month.

REMIC: A "real estate mortgage investment conduit" within the

meaning of Section 860D of the Code.

REMIC Certificate Maturity Date: The "latest possible maturity date"

of the Regular Certificates and the Components as that term is defined in

Section 2.07.

REMIC Provisions: Provisions of the federal income tax law relating

to real estate mortgage investment conduits, which appear at Section 860A

through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,

and regulations promulgated thereunder, as the foregoing may be in effect from

time to time, as well as provisions of applicable state laws.

Remittance Date: With respect to each Servicer, shall have the

meaning given to the term "Remittance Date" in the applicable Servicing

Agreement.

REO Disposition Period: As defined in Section 3.15.

REO Proceeds: Proceeds, net of any related expenses of a Servicer

received in respect of any REO Property (including, without limitation, proceeds

from the rental of the related Mortgaged Property) which are received prior to

the final liquidation of such Mortgaged Property.

REO Property: A Mortgaged Property acquired by a Servicer servicing

the related Mortgage Loan on behalf of the Trust through foreclosure or

deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Request for Release: The Request for Release submitted by a Servicer

to the Trustee or the Custodian on behalf of the Trustee, as the case may be,

substantially in the form attached hereto as Exhibit E.

Required Insurance Policy: With respect to any Mortgage Loan, any

insurance policy which is required to be maintained from time to time under this

Agreement in respect of such Mortgage Loan.

Residual Certificates: The Class 1-A-R and Class 1-A-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).

RFC: Residential Funding Corporation, in its capacity as Servicer

under the RFC Servicing Agreement.

RFC Servicing Agreement: Collectively, (i) the Standard Terms and

Provisions of Sale and Servicing Agreement, dated as of November 1, 2004, by and

between BANA and RFC, as amended by that certain Reference Agreement, dated as

of April 1, 2005, by and between RFC and BANA, and (ii) the Assignment,

Assumption and Recognition Agreement, dated May 27, 2005, by and among BANA, the

Depositor, the Trustee and RFC and acknowledged by the Master Servicer.

Rounding Account: As defined in Section 3.23.

Rounding Amount: As defined in Section 3.23.

Scheduled 1 Group: The Class 1-A-21, Class 1-A-22, Class 1-A-23,

Class 1-A-24 and Class 1-A-25 Certificates.

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, an amount

equal to one-twelfth of the Securities Administrator Fee Rate multiplied by the

aggregate Stated Principal Balance of the Mortgage Loans immediately following

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, 0.0165% per annum.

Security Agreement: With respect to a Cooperative Loan, the

agreement or mortgage creating a security interest in favor of the originator of

the Cooperative Loan in the related Cooperative Stock.

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

Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9,

Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class

1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20,

Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class

1-A-R, Class 1-A-LR, Class 30-IO, Class 30-PO, Class 2-A-1, Class 2-A-2, Class

2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8 and Class

A-1/2 Certificates.

Senior Credit Support Depletion Date: The date on which the

aggregate Class Certificate Balance of the Subordinate Certificates is reduced

to zero.

Senior Step Down Conditions: As of any Distribution Date and as to

which any decrease in the Group 1 Senior Prepayment Percentage applies, (i) the

outstanding principal balance of all Mortgage Loans (including, for this

purpose, any Mortgage Loans in foreclosure, any REO Property and any Mortgage

Loan for which the Mortgagor has filed for bankruptcy after the Closing Date)

delinquent 60 days or more (averaged over the preceding six month period), as a

percentage of the aggregate Class Certificate Balance of the Subordinate

Certificates, is not equal to or greater than 50% or (ii) cumulative Realized

Losses with respect to the Mortgage Loans as of the applicable Distribution Date

do not exceed the percentages of the Original Subordinate Certificate Balance

set forth below:

<TABLE>

Percentage of

Original Subordinate

Distribution Date Occurring Certificate Balance

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

<S> <C>

June 2010 through May 2011 30%

June 2011 through May 2012 35%

June 2012 through May 2013 40%

June 2013 through May 2014 45%

June 2014 and thereafter 50%

</TABLE>

Servicer: Any of BANA, National City Mortgage, SunTrust, JP Morgan

Chase Bank, N.A., Washington Mutual, RFC or Wells Fargo Bank, each in their

capacity as a 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.

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, the

National City Mortgage Servicing Agreement, the RFC Servicing Agreement, the

SunTrust Servicing Agreement, the Chase Servicing Agreement, the Washington

Mutual 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 File: 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).

Shift Percentage: As to any Distribution Date, the percentage

indicated below:

<TABLE>

Distribution Date Occurring In Shift Percentage

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

<S> <C>

June 2005 through May 2010 0%

June 2010 through May 2011 30%

June 2011 through May 2012 40%

June 2012 through May 2013 60%

June 2013 through May 2014 80%

June 2014 and thereafter 100%

</TABLE>

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

Special Retail Certificates: The Class 1-A-5 Certificates.

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.

Subordinate Certificates: The Class B Certificates.

Subordinate Percentage: As of any Distribution Date, 100% minus

the Group 1 Senior Percentage for such Distribution Date.

Subordinate Prepayment Percentage: As to any Distribution Date,

100% minus the Group 1 Senior Prepayment Percentage for and such Distribution

Date.

Subordinate Principal Distribution Amount: With respect to any

Distribution Date, an amount equal to the sum of (i) the Subordinate Percentage

of the applicable Non-PO Percentage of the amounts described in clauses (i)(a)

through (d) of the definition of "Non-PO Principal Amount" for such Distribution

Date and (ii) the Subordinate Prepayment Percentage of the applicable Non-PO

Percentage of the amounts described in clauses (i)(e) and (f) and (2) the amount

described in clause (ii) of the definition of "Non-PO Principal Amount" for such

Distribution Date.

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 FICO score 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 a remaining term to maturity not greater

than (and not more than one (1) year less than) that of the Defective Mortgage

Loan; (viii) have the same lien priority as the Defective Mortgage Loan; and

(ix) comply with each Mortgage Loan representation and warranty set forth in the

Mortgage Loan Purchase Agreement, the Servicing Agreements and this Agreement.

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.

SunTrust: SunTrust Mortgage, Inc.

SunTrust Servicing Agreement: The Flow Sale and Servicing Agreement,

dated as of February 1, 2004, by and between Banc of America Mortgage Capital

Corporation (and BANA, as successor thereto) and SunTrust, as amended by (i)

Amendment No. 1, dated as of June 1, 2004, and Amendment No. 2, dated as of

November 1, 2004, by and between Banc of America Mortgage Capital Corporation

(and BANA, as successor thereto) and SunTrust, (ii) the Master Assignment,

Assumption and Recognition Agreement, dated September 1, 2004, by and between

Banc of America Mortgage Capital Corporation (and BANA, as successor thereto)

and SunTrust, and (iii) the Assignment, Assumption and Recognition Agreement,

dated May 27, 2005, among BANA, BAFC, the Trustee and SunTrust and acknowledged

by the Master Servicer.

Tax Matters Person: Any person designated as "tax matters person" in

accordance with Section 5.08 and the manner provided under Treasury Regulations

ss. 1.860F-4(d) and Treasury Regulations ss. 301.6231(a)(7)-1.

Telerate page 3750: As defined in Section 5.13.

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 the

"Banc of America Funding 2005-3 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 one or more 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)

the Mortgage Certificates and all distributions payable thereon after the

Closing Date, (iii) any REO Property, together with all collections thereon and

proceeds thereof, (iv) 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, (v) the Depositor's rights under the

Servicing Agreements and the Mortgage Loan Purchase Agreement (including any

security interest created thereby) and (vi) the Servicer Custodial Accounts, the

Master Servicer Custodial Accounts and the Certificate 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.

Trust REMIC: Either of the Upper-Tier REMIC or the Lower Tier REMIC.

Trustee: Wachovia Bank, National Association, and its

successors-in-interest and, if a successor trustee is appointed hereunder, such

successor, as trustee.

Uncertificated Lower-Tier Interest: Each of the Class LT1A1, Class

LT1A6, Class LT1A8, Class LT1A10, Class LT1A12, Class LT1A16, Class LT1A1/2,

Class LT1AIO, Class LT1APO, Class LT1B, Class LT2A1, Class LT2A2, Class LT2A3,

Class LT2A4, Class LT2A5, Class LT2A6, Class LT2A7, Class LT2A8, Class LT2A1/2

and Class LT1AR Interests. Each such Uncertificated Lower-Tier interest shall

represent a "regular interest" in the Lower-Tier REMIC for purposes of the REMIC

Provisions and shall be held as an asset of the Upper-Tier REMIC. Each

Uncertificated Lower-Tier Interest shall accrue interest, if any, at the related

Uncertificated Lower-Tier REMIC Rate in effect from time to time, and shall be

entitled to distributions of principal, if any, 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.

Uncertificated Lower-Tier REMIC Rate: With respect to each

Uncertificated Lower-Tier Interest, the rate set forth in the Preliminary

Statement for the Lower-Tier REMIC.

Uninsured Cause: Any cause of damage to a Mortgaged Property, the

cost of the complete restoration of which is not fully reimbursable under the

hazard insurance policies required to be maintained pursuant to Section 3.12.

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

Certificate Account designated by the Securities Administrator pursuant to

Section 3.09(i).

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

assets of which consist of the Uncertificated Lower-Tier Interests and the

Mortgage Certificates and such amounts as shall from time to time be deemed 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).

VA: The Department of Veterans Affairs, formerly known as the

Veterans Administration, or any successor thereto.

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 Residual Certificates, (b) 1% of all Voting Rights shall be allocated to the

Holders of the Class 30-IO Certificates, (c) 1% of all Voting Rights shall be

allocated to the Holders of the Class 1-A-11 Certificates, (d) 1% of all Voting

Rights shall be allocated to the Holders of the Class 1-A-12 Certificates, (e)

1% of all Voting Rights shall be allocated to the Holders of the Class 2-A-8

Certificates and (f) 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.

Washington Mutual: Washington Mutual Bank

Washington Mutual Servicing Agreement: Collectively, the Mortgage

Loan Purchase and Sale Agreement (Amended and Restated), dated as of July 1,

2003, between Washington Mutual and BANA (as successor in interest to BAMCC), as

purchaser (as amended by (i) that certain July 2004 Amendment and (ii) that

certain Master Assignment, Assumption and Recognition Agreement, dated as of

July 1, 2004, by and among BAMCC, BANA and Washington Mutual) and (b) the

Servicing Agreement (Amended and Restated), dated as of July 1, 2003, by and

between BANA and Washington Mutual (as successor in interest to Washington

Mutual Bank, FA) (as amended by that certain July 2004 Servicing Amendment), and

(iii) the Assignment, Assumption and Recognition Agreement, dated May 27, 2005,

by and among BANA, the Depositor, the Trustee and Washington Mutual Bank and

acknowledged by the Master Servicer.

Wells Fargo Bank: Wells Fargo Bank, N.A., in its capacity as

Servicer under the Wells Fargo Servicing Agreement.

Wells Fargo Servicing Agreement: Collectively, the Mortgage Loan

Purchase Agreement, dated as of March 1, 2005, by and between BANA and Wells

Fargo Bank, the Master Seller's Warranties and Servicing Agreement, dated as of

March 1, 2005, by and between BANA and Wells Fargo Bank, as seller and servicer,

the Assignment and Conveyance Agreement, dated as of April 27, 2005, between

BANA and Wells Fargo Bank and the Assignment, Assumption and Recognition

Agreement, dated May 27, 2005, by and among BANA, the Depositor, the Trustee and

Wells Fargo Bank and acknowledged by the Master Servicer.

Section 1.02 Interest Calculations. All calculations of interest will be

made on a 360-day year consisting of twelve (12) 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 and the related

Mortgage Files, 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

right, title and interest in and to the Mortgage Certificates (including all

distributions payable thereon after the Closing 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 the Mortgage Certificates or any agreement or instrument relating

thereto, except as specifically set forth herein. In connection with the sale

and assignment of the Mortgage Certificates, the Depositor shall have caused the

records of the Depository to reflect that the Securities Administrator, on

behalf of the Trustee, is the beneficial owner of such Mortgage Certificates as

of the Closing Date. It is agreed and understood by the parties hereto that it

is not intended that any mortgage loan be included in the Trust that is a

"High-Cost Home Loan" as defined in any of (i) the New Jersey Home Ownership Act

effective November 27, 2003, (ii) the New Mexico Home Loan Protection Act

effective January 1, 2004, (iii) the Massachusetts Predatory Home Loan Practices

Act effective November 7, 2004 or (iv) the Indiana Home Loan Practices Act,

effective January 1, 2005.

(b) In connection with such transfer and assignment of the Mortgage

Loans, the Depositor has delivered or caused to be delivered to the Trustee, or

a 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 2005-3, 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 from Wells Fargo Bank, N.A., 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 2005-3" (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 from Wells Fargo Bank, N.A., 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 from Wells Fargo Bank, any of (A) the original or duplicate

original mortgagee title insurance policy and all riders thereto, (B) a

title search showing no lien (other than standard exceptions) on the

Mortgaged Property senior to the lien of the Mortgage or (C) an opinion of

counsel of the type customarily rendered in the applicable jurisdiction in

lieu of a title insurance policy;

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

Mortgage Note;

(vii) for each Mortgage Loan, if any, which is secured by a

residential long-term lease, a copy of the lease with evidence of

recording indicated thereon, or, if the lease is in the process of being

recorded, a photocopy of the lease, certified by an officer of the

respective prior owner of such Mortgage Loan or by the applicable title

insurance company, closing/settlement/escrow agent or company or closing

attorney to be a true and correct copy of the lease transmitted for

recordation;

(viii) the original of any security agreement, chattel mortgage or

equivalent document executed in connection with the Mortgage; and

(ix) for each Mortgage Loan secured by Cooperative Stock (other than

with respect to any Mortgage Loan secured by Cooperative Stock purchased

by the Seller from Wells Fargo Bank, N.A.), the originals of the following

documents or instruments:

(A) The Cooperative Stock Certificate;

(B) The stock power executed in blank;

(D) The executed Recognition Agreement;

(E) The executed assignment of Recognition Agreement, if any;

(F) The executed UCC-1 financing statement with evidence of

recording thereon; and

(G) Executed UCC-3 financing statements or other appropriate

UCC financing statements required by state law, evidencing a

complete and unbroken line from the mortgagee to the Trustee with

evidence of recording thereon (or in a form suitable for

recordation).

provided, however, that on the Closing Date, with respect to item (iii), if an

Assignment of Mortgage is required to be recorded as set forth below, the

Depositor has delivered to the Trustee or a Custodian on behalf of the Trustee,

as the case may be, 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).

If in connection with any Mortgage Loans, the Depositor cannot

deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all

assumption, modification, consolidation or extension agreements, if any, or (D)

the lender's title policy, if any, (together with all riders thereto), if

applicable, satisfying the requirements of clause (ii), (iii), (iv) or (v)

above, respectively, concurrently with the execution and delivery hereof because

such document or documents have not been returned from the applicable public

recording office in the case of clause (ii), (iii) or (iv) above, or because the

title policy, if applicable, has not been delivered to any of the related

Servicer, the Seller or the Depositor, as applicable, by the applicable title

insurer, if any, in the case of clause (v) above, the Depositor shall promptly

deliver or cause to be delivered to the Trustee or a Custodian on behalf of the

Trustee, as the case may be, 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 (1) year following the Closing Date, unless,

in the case of clause (ii), (iii) or (iv) above, there has been a continuing

delay at the applicable recording office or, in the case of clause (v), there

has been a continuing delay at the applicable insurer and the Depositor has

delivered an Officer's Certificate to such effect to the Trustee. The Depositor

shall forward or cause to be forwarded to the Trustee or a Custodian, on behalf

of the Trustee, as the case may be, (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 a Custodian on the Trustee's behalf, as the case may

be. 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.

Upon discovery by the Depositor or notice from Wells Fargo

Bank, the Master Servicer, the Trustee or Securities Administrator that a

Document Transfer Event has occurred, the Depositor shall, with respect to

Mortgage Loans purchased by the Seller from Wells Fargo Bank, deliver or cause

to be delivered to the Trustee or the Custodian, on behalf of 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 or a Custodian, as applicable, 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, originals of all interim recorded assignments of such

mortgage or a copy of such interim assignments certified by the Depositor as

being a true and complete copy of the original recorded intervening assignments

of Mortgage (each such assignment, when duly and validly completed, to be in

recordable form and sufficient to effect the assignment of and transfer to the

assignee thereof, under the Mortgage to which the assignment relates);

(2) the original or a certified copy of the lender's title insurance

policy;

(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; and

(4) for each Mortgage Loan secured by Cooperative Stock, the

originals of the following documents or instruments:

(A) The Cooperative Stock Certificate;

(B) The stock power executed in blank;

(D) The executed Recognition Agreement;

(E) The executed assignment of Recognition Agreement, if any;

(F) The executed UCC-1 financing statement with evidence of

recording thereon; and

(G) Executed UCC-3 financing statements or other appropriate UCC

financing statements required by state law, evidencing a complete

and unbroken line from the mortgagee to the Trustee with evidence of

recording thereon (or in a form suitable for recordation).

With respect to each Mortgage Loan, 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.

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.

Exhibit J attached hereto sets forth the 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 J.

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 a Custodian on the Trustee's behalf, will cause the applicable

Servicer to remit 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 such account pursuant to Section 3.09.

Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage

Loans and Mortgage Certificates. Subject to the provisions of the following

paragraph, the Trustee declares that it, or a Custodian as its agent, will hold

the documents referred to in Section 2.01 and the other documents delivered to

it or a Custodian as its agent, as the case may be, constituting the Mortgage

Files, and that it or the Securities Administrator on behalf of the Trustee will

hold such other assets as are included in the Trust Estate delivered to it,

including the Mortgage Certificates, 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 a Custodian to deliver to the

Depositor and the Master Servicer a certification in the form attached hereto as

Exhibit K-1 (the "Initial Mortgage Loan Certification") to the effect that,

except as may be specified in a list of exceptions attached thereto, such Person

has received the original Mortgage Note relating to each of the Mortgage Loans

for which such Person is acting as Custodian listed on the Mortgage Loan

Schedule. The Securities Administrator shall deliver to the Trustee and the

Depositor a certification attached hereto as Exhibit K-2 (the "Initial Mortgage

Certificate Certification") to the effect that the Depositor has caused the

records of the Depository to reflect the Securities Administrator as the

beneficial owner of the Mortgage Certificates listed on the Mortgage Certificate

Schedule.

Within 90 days after the execution and delivery of this Agreement,

the Trustee shall review, or cause a Custodian, on behalf of the Trustee, to

review, the Mortgage Files in such Person's possession, and shall deliver, no

later than 30 days after completion of such review, to the Depositor and the

Master Servicer a certification in the form attached hereto as Exhibit L (the

"Final Certification") to the effect that, as to each Mortgage Loan for which it

is acting as Custodian 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). In performing any such review, the Trustee and any Custodian

may conclusively rely on the purported genuineness of any such document and any

signature thereon.

If, in the course of such review, the Trustee or a Custodian finds

any document constituting a part of a Mortgage File which does not meet the

requirements of Section 2.01 or is omitted from such Mortgage File, the Trustee

shall promptly notify or shall cause a Custodian promptly to notify, as the case

may be (and in no event more than 30 days after completion of the review), the

Master Servicer and the Depositor. To the extent such defect materially

adversely affects the value of the Mortgage Loan or the interests of the

Certificateholders therein, the Depositor hereby covenants and agrees that it

will promptly correct or cure such defect within 90 days from the date it was so

notified of such defect and, if the Depositor does not correct or cure such

defect within such period, the Depositor will purchase such Mortgage Loan from

the Trust at the Purchase Price for such Mortgage Loan.

If the Depositor, the Master Servicer, the Securities Administrator,

the Trustee or a 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 a

Custodian to promptly so notify the Master Servicer, the Seller, such Servicer

and the Depositor of such breach and request that the applicable Servicer or the

Seller, as applicable, cure such breach within 90 days of its discovery or its

receipt of notice of such breach. If the Seller or the applicable Servicer, as

the case may be, does not cure such 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) if so provided for in the

applicable Servicing Agreement or the Mortgage Loan Purchase Agreement, as

applicable, 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 Purchase Price for such Mortgage Loan; provided, however, that in no event

shall such a substitution occur more than two (2) 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.

It is understood that the scope of the Trustee and a 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 applicable 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 any 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 with respect to a Mortgage Loan set forth in clauses

(k) or (o) of paragraph 3 or clauses (f) or (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) or (o) of paragraph 3 of the Mortgage Loan Purchase Agreement, 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, to repurchase (or if so provided for in the

applicable Servicing Agreement or the Mortgage Loan Purchase Agreement, to

substitute for) 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.

With respect to the representations and warranties relating to the

Mortgage Loans 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.

It is understood and agreed that the representations and warranties

relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement

shall survive delivery of the Mortgage Files to the Trustee or a Custodian and

shall inure to the benefit of the Certificateholders notwithstanding any

restrictive or qualified endorsement or assignment. It is understood and agreed

that the obligations of the Seller set forth in this Section 2.02 to cure,

substitute for or repurchase a Mortgage Loan pursuant to the Mortgage Loan

Purchase Agreement constitute the sole remedies available to the

Certificateholders and to the Trustee on their behalf respecting a breach of the

representations and warranties contained in the Mortgage Loan Purchase

Agreement.

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 under any circumstances.

With respect to each Substitute Mortgage Loan, the Seller or the

related Servicer (to the extent required in the related Servicing Agreement), as

applicable, shall deliver to the Trustee (or a Custodian on behalf of the

Trustee), for the benefit of the Certificateholders, the Mortgage Note, the

Mortgage, the related Assignment of Mortgage (except for any Mortgage which has

been recorded in the name of MERS or its designee), and such other documents and

agreements as are otherwise required by Section 2.01, with the Mortgage Note

endorsed and the Mortgage assigned as required by Section 2.01. No substitution

is permitted to be made in any calendar month after the Determination Date for

such month. Monthly Payments due with respect to any such Substitute Mortgage

Loan in the month of substitution shall not be part of the Trust Estate. 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

Seller or a Servicer 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 any

Custodian. Upon such substitution of a Mortgage Loan by the Seller or a

Servicer, 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 (with respect to each Mortgage Loan

substituted by the Seller) and the representations and warranties made pursuant

to paragraph 3 of the Mortgage Loan Purchase Agreement (with respect to each

Mortgage Loan substituted by a Servicer). 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 by the

Trustee of a Request for Release, the Trustee shall release, or shall direct a

Custodian to release, the Mortgage File relating to such Defective Mortgage Loan

to the Seller or the related Servicer, as applicable, and shall execute and

deliver at the Seller's or related Servicer's direction, as applicable, such

instruments of transfer or assignment prepared by the Seller or the related

Servicer, as applicable, without recourse, as shall be necessary to vest title

in the Seller or the related Servicer 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 or a Servicer 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 substituted by the Seller or a Servicer, as applicable, as of the

date of substitution is less than the aggregate Stated Principal Balance of all

such Defective Mortgage Loans substituted by the Seller or such Servicer or

(after application of the principal portion of the Monthly Payments due in the

month of substitution) (the "Substitution Adjustment Amount") plus an amount

equal to the aggregate of any unreimbursed Advances with respect to such

Defective Mortgage Loans shall be remitted by the Seller or the related Servicer

(to the extent required by the related Servicing Agreement), as applicable, to

the Master Servicer for deposit to the Master Servicer Custodial Account on or

before the 18th day of the month succeeding the calendar month during which the

related Mortgage Loan is required to be purchased or replaced hereunder.

The Trustee shall retain or shall cause a Custodian to retain, as

applicable, 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 or the Custodian on behalf of the

Trustee, as the case may be, 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 a Custodian, on behalf of the Trustee, shall be under

no duty or obligation (i) to inspect, review or examine any such documents,

instruments, certificates or other papers to determine that they are genuine,

enforceable, or appropriate for the represented purpose or that they are other

than what they purport to be on their face or (ii) to determine whether any

Mortgage File should include any of the documents specified in Section

2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection with making the

certifications required hereunder, to the extent a title search or opinion of

counsel had been provided in lieu of a title policy for any Mortgage Loan, the

Trustee or a Custodian on its behalf, as applicable, shall only be responsible

for confirming that a title search or opinion of counsel has been provided for

such Mortgage Loan.

Within 90 days of its discovery or its receipt of notice of breach

of a representation relating to the Mortgage Certificates in Section 2.04, the

Depositor shall cure such breach in all material respects or shall repurchase

each affected Mortgage Certificate from the Trustee at a price equal to the sum

of (i) the Mortgage Certificate Principal Balance for such Mortgage Certificate

as of the next Distribution Date and (ii) one month's interest on such Mortgage

Certificate Principal Balance at the then-applicable Mortgage Certificate Rate

for such Mortgage Certificate. The purchase price for any repurchased Mortgage

Certificates shall be deposited by the Securities Administrator in the

Certificate Account. It is understood and agreed that the obligation of the

Depositor to repurchase any Mortgage Certificates as to which a breach has

occurred and is continuing shall constitute the sole remedy respecting such

breach available to the Certificateholders of Group 2 Certificates or the

Trustee on behalf of the Certificateholders.

Section 2.03 Representations, Warranties and Covenants of the Master

Servicer. (a) 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 and is licensed, qualified and in good

standing in each of the states where a Mortgaged Property securing a

Mortgage Loan is located if the laws of such state require licensing or

qualification in order to conduct business of the type conducted by the

Master Servicer. 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 for

the benefit of the Certificateholders.

Section 2.04 Representations and Warranties as to the Mortgage Loans

and the Mortgage Certificates. The Depositor hereby represents and warrants to

the Trustee with respect to the Mortgage Loans or each Mortgage Loan, as the

case may be, and with respect to the Mortgage Certificates or each Mortgage

Certificate, 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

and the Mortgage Certificates. The Mortgage Loans and the Mortgage

Certificates 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 and the Mortgage

Certificates 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 or the Mortgage Certificates.

(ii) As of the Closing Date, the Depositor has transferred all

right, title and interest in the Mortgage Loans and the Mortgage

Certificates to the Trustee on behalf of the Trust.

(iii) As of the Closing Date, the Depositor has not transferred the

Mortgage Loans or the Mortgage Certificates to the Trustee on behalf of

the Trust with any intent to hinder, delay or defraud any 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 survive delivery of the Mortgage

Certificates to the Securities Administrator on behalf of the Trustee 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 Securities

Administrator hereby designates the Classes of Senior Certificates (other than

the Class A-1/2, Class 1-A-R and Class 1-A-LR Certificates) and the Classes of

Subordinate Certificates and each Component as "regular interests" and the Class

1-A-R Certificate as the sole class of "residual interest" in the Upper-Tier

REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.

The Securities Administrator hereby further designates the Uncertificated

Lower-Tier Interests as classes of "regular interests" and the Class 1-A-LR

Certificate as the sole class of "residual interest" in the Lower-Tier REMIC for

the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.

Section 2.06 Designation of Start-up Day. The Closing Date is hereby

designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier

REMIC within the meaning of Section 860G(a)(9) of the Code.

Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of

satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest

possible maturity date" of the regular interests in the Upper-Tier REMIC and the

Lower-Tier REMIC is June 25, 2035.

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 and the Mortgage Certificates on behalf

of the Upper-Tier REMIC and the Certificateholders and (ii) has executed and

delivered to or upon the order of the Depositor, in exchange for the Mortgage

Loans, the Mortgage Certificates and Uncertificated Lower-Tier Interests,

together with all other assets included in the definition of "Trust Estate,"

receipt of which is hereby acknowledged, the Certificates in authorized

denominations which evidence ownership of the entire Trust Estate.

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 Servicing Procedures. 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 the

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.

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.

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 a Servicer under the Wells Fargo Servicing Agreement, the

Trustee shall either 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 Loans 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.

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) all costs and expenses associated with the complete

transfer of servicing, including all servicing files and all servicing data and

the completion, correction or manipulation of such servicing data as may be

required by the successor Servicer to correct any errors or insufficiencies in

the servicing data or otherwise to enable the successor Servicer to service the

Mortgage Loans in accordance with the related Servicing Agreement) are not fully

and timely reimbursed by the terminated Servicer, the Master Servicer (except in

the case of the termination of Wells Fargo Bank as a Servicer) or the Trustee,

as applicable, shall be entitled to reimbursement of such costs and expenses

from the Master Servicer Custodial Account; provided that if such Servicing

Transfer Costs are ultimately reimbursed by the terminated Servicer, then the

Master Servicer or the Trustee, as applicable, shall remit such amounts that are

reimbursed by the terminated Servicer to 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 the Master Servicer shall 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 the

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

3.11.

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

none of the Master Servicer and the Securities Administrator, the Trustee or the

Depositor shall be obligated to supervise the performance of the Master Servicer

hereunder or otherwise.

Section 3.07 Trustee to Act as Master Servicer. In the event the

Master Servicer or any successor master servicer shall for any reason no longer

be the Master Servicer hereunder (including by reason of an Event of Default),

the Trustee as trustee hereunder 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 at its expense shall, upon request

of the Trustee, deliver to the assuming party all master servicing documents and

records and an accounting of amounts collected or held by the Master Servicer,

and shall transfer control of the Master Servicer Custodial Account and any

investment accounts to the successor Master Servicer, and otherwise use its best

efforts to effect the orderly and efficient transfer of its rights and duties as

Master Servicer hereunder to the assuming party. The Trustee shall be entitled

to be reimbursed from the predecessor Master Servicer (or the Trust if the

predecessor Master Servicer is unable to fulfill such obligations) for all

Master Servicing Transfer Costs.

Section 3.08 Servicer Custodial Accounts and Escrow 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 loan by

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 all collections

with respect to any REO Property received by a Servicer, including Principal

Prepayments, Insurance Proceeds, Compensating Interest, 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.

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 enforce the obligation of 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 3.09 Collection of Mortgage Loan Payments; Collection of

Distributions on Mortgage Certificates; Master Servicer Custodial Accounts and

Certificate 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 Securities Administrator shall use all reasonable efforts to

collect all distributions due with respect to the Mortgage Certificates and,

consistent with such efforts, follow such normal and customary procedures as it

deems necessary or desirable. If the Securities Administrator shall not have

received a distribution with respect to the Mortgage Certificates by the second

Business Day after the date on which such distribution was due and payable

pursuant to the terms of the Mortgage Certificates and the applicable Governing

Agreement, the Securities Administrator shall notify the Certificateholders of

the Group 2 Certificates and the Class A-1/2 Certificates, request such payment

as promptly as possible in accordance with applicable law and shall, subject to

the second to last sentence of this paragraph, take such legal action as

directed by the Holders of such Certificates entitled to at least 51% of the

aggregate Voting Rights of all Group 2 Certificates and the Class A-1/2

Certificates. The reasonable legal fees and expenses incurred by the Securities

Administrator in connection with the prosecution of any such legal action shall

be reimbursable to the Securities Administrator out of the proceeds of any such

action and shall be retained by the Securities Administrator prior to the

deposit of any remaining proceeds in the Certificate Account pending

distribution thereof to the Certificateholders in accordance with Section 5.03

hereof. In the event that the Securities Administrator has reason to believe

that the proceeds of any such legal action may be insufficient to reimburse it

for its projected legal fees and expenses, the Securities Administrator shall

notify the related Certificateholders that it is not obligated to pursue any

such available remedies unless adequate indemnity for its legal fees and

expenses is provided by the related Certificateholders. In the event any such

indemnity is provided to the Securities Administrator, the Securities

Administrator shall take such action as shall be directed by the Holders of the

Group 2 Certificates and the Class A-1/2 Certificates entitled to at least 51%

of the aggregate Voting Rights of all Group 2 Certificates and the Class A-1/2

Certificates.

Certificate Account, which shall be deemed to consist of three sub-accounts and

into which (i) the Master Servicer will deposit on or prior to 11:00 a.m. 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 and (ii) the

Securities Administrator shall deposit, upon receipt, all amounts received with

respect to Mortgage Certificates.

(d) The Master Servicer shall establish and maintain the Master

Servicer Custodial Account, which shall be an Eligible Account and which may be

deemed to be a sub-account of the Certificate Account for so long as the Master

Servicer and the Securities Administrator are the same Person. 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.

(e) On a daily basis within one (1) Business Day of receipt (except

as otherwise specifically provided herein), the Master Servicer shall deposit or

cause to be deposited 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 or 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 3.08 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(f) 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 the Trustee pursuant to Section 3.21) and any Compensating

Interest paid by the applicable Servicer pursuant to the related

Servicing Agreement;

(vii) all Purchase 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 Accounts 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 3.11.

(f) 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.

(g) Each institution at which the Certificate 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 Certificate 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

Certificate Account shall be for the benefit of the Securities Administrator as

additional compensation and the amount of any losses realized in the Certificate

Account in respect of any such Permitted Investments shall promptly be deposited

by the Securities Administrator from its own funds in the Certificate Account.

Notwithstanding the foregoing, all amounts on deposit in the Certificate Account

relating to the Mortgage Certificates shall be held uninvested.

(h) 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

Certificate 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 Certificate Account shall be

evidenced by a certification substantially in the form attached hereto as

Exhibit F.

(i) The Securities Administrator shall designate the Upper-Tier

Certificate Sub-Account as a sub-account of the Certificate Account. On each

Distribution Date, the Securities Administrator shall from funds available on

deposit in the Certificate Account, be deemed to deposit into the Upper-Tier

Certificate Sub-Account, the Lower-Tier Distribution Amount and all amounts

received in respect of the Mortgage Certificates.

Section 3.10 Access 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 3.11 Permitted Withdrawals from the Certificate Account and

the Master Servicer Custodial Account. (a) The Securities Administrator shall

withdraw funds from the Certificate 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 and to pay itself any Master Servicer Custodial

Account Reinvestment Income;

(ii) to pay to the Securities Administrator and the Trustee any

amounts due to the Securities Administrator and the Trustee under this

Agreement (including, but not limited to, the Securities Administrator

Fee and 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 itself or the Trustee, pursuant

to Section 3.21), such right of reimbursement pursuant to this clause

(iii) being limited first to amounts received on the Mortgage Loans

serviced by such Servicer 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 (or, if applicable, itself or the

Trustee) 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 in respect of which such

Nonrecoverable Advance was made and then limited to amounts received on

all the Mortgage Loans serviced by such Servicer (of, 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 or

3.15(f), all amounts received thereon after the date of such purchase;

(vii) to reimburse itself or the Depositor for expenses incurred by

either 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.

If the Master Servicer shall remit to the Securities Administrator any amount

not required to be remitted, it may at any time direct the Securities

Administrator to withdraw such amount from the Certificate Account, any

provision herein to the contrary notwithstanding. Such direction may be

accomplished by delivering an Officer's Certificate to the Securities

Administrator which describes the amounts remitted in error to the Securities

Administrator for deposit to the Certificate Account.

(b) On each Distribution Date, funds on deposit in the Certificate

Account and deemed to be on deposit in the Upper-Tier Certificate Sub-Account

shall be used to make payments on the Regular Certificates, the Components and

the Class 1-A-R Certificate as provided in Sections 5.01 and 5.02. The

Certificate Account shall be cleared and terminated upon termination of this

Agreement pursuant to Section 10.01.

Section 3.12 Maintenance of Hazard Insurance 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 3.12 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 Sections 3.09 and 3.11. 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 3.08 and 3.09.

Section 3.13 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 3.14 Enforcement of Due-On-Sale Clauses; Assumption

Agreements. 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 3.15 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

Mortgage Loans as come into and continue in default and as to which no

satisfactory arrangements can be made for collection of delinquent payments, all

in accordance with the applicable Servicing Agreement.

(b) With respect to any REO Property, the deed or certificate of

sale shall be taken in the name of the Trust for the benefit of the

Certificateholders, or its nominee, on behalf of the Certificateholders. The

Master Servicer shall enforce the obligation of the Servicers, to the extent

provided in the applicable Servicing Agreement, to (i) cause the name of the

Trust to be placed on the title to such REO Property and (ii) ensure that the

title to such REO Property references this Agreement. The Master Servicer shall,

to the extent provided in the applicable Servicing Agreement, cause the

applicable Servicer to sell any REO Property as expeditiously as possible and in

accordance with the provisions of this Agreement and the related Servicing

Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the

Master Servicer shall cause the applicable Servicer to protect and conserve such

REO Property in the manner and to the extent required by the applicable

Servicing Agreement, subject to the REMIC Provisions. In the event that the

Trust Estate acquires any Mortgaged Property as aforesaid or otherwise in

connection with a default or imminent default on a Mortgage Loan, the Master

Servicer shall enforce the obligation of the related Servicer to dispose of such

Mortgaged Property within the time period specified in the applicable Servicing

Agreement, but in any event within three years after the acquisition by the

Servicer for the Trust (such period, the "REO Disposition Period") unless (i)

the Servicer provides to the Trustee, the Master Servicer and the Securities

Administrator an Opinion of Counsel to the effect that the holding by the Trust

of such Mortgaged Property subsequent to the close of the third calendar year

after its acquisition will not result in the imposition of taxes on "prohibited

transactions" of the Trust as defined in Section 860F of the Code or under the

law of any state in which real property securing a Mortgage Loan owned by the

Trust is located or cause any Trust REMIC to fail to qualify as a REMIC for

federal income tax purposes or for state tax purposes under the laws of any

state in which real property securing a Mortgage Loan owned by the Trust is

located at any time that any Certificates are outstanding or (ii) the Servicer

shall have applied for and received an extension of such period from the

Internal Revenue Service, in which case the Trust Estate may continue to hold

such Mortgaged Property for the period of such extension.

Servicing Agreement, cause the applicable Servicer to deposit all funds

collected and received in connection with the operation of any REO Property in

the related Servicer Custodial Account.

(d) The applicable Servicer, upon the final disposition of any REO

Property, shall be entitled to reimbursement for any related unreimbursed

Advances and other unreimbursed advances as well as any unpaid Servicing Fees

from Liquidation Proceeds received in connection with the final disposition of

such REO Property; provided that any such unreimbursed Advances as well as any

unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to

final disposition, out of any net rental income or other net amounts derived

from such REO Property.

(e) The Liquidation Proceeds from the final disposition of the REO

Property, net of any payment to the applicable Servicer as provided above shall

be deposited in the related Servicer Custodial Account on or prior to the

Determination Date in the month following receipt thereof and be remitted by

wire transfer in immediately available funds to the Master Servicer for deposit

into the Master Servicer Custodial Account.

Notwithstanding any other provision of this Agreement, the Master

Servicer shall not permit any Mortgaged Property acquired by the Trust to be

rented (or allowed to continue to be rented) or otherwise used for the

production of income by or on behalf of the Trust in such a manner or pursuant

to any terms that would (i) cause such Mortgaged Property to fail to qualify as

"foreclosure property" within the meaning of Section 860G(a)(8) of the Code,

(ii) result in the receipt by any REMIC of any "income from non-permitted

assets" within the meaning of Section 860F(a)(2)(B) of the Code or any "net

income from foreclosure property" which is subject to taxation under the REMIC

Provisions or (iii) subject any REMIC created hereunder to the imposition of any

federal, state or local income taxes on the income earned from such Mortgaged

Property under Section 860G(c) of the Code or otherwise, unless the Master

Servicer or related Servicer, as applicable, has agreed to indemnify and hold

harmless the Trust with respect to the imposition of any such taxes.

Notwithstanding any other provision of this Agreement, the Master

Servicer and the Securities Administrator, as applicable, shall comply with all

federal withholding requirements with respect to payments to Certificateholders

of interest or original issue discount that the Master Servicer or the

Securities Administrator reasonably believes are applicable under the Code. The

consent of Certificateholders shall not be required for any such withholding.

Without limiting the foregoing, the Master Servicer agrees that it will not

withhold with respect to payments of interest or original issue discount in the

case of a Certificateholder that has furnished or caused to be furnished an

effective Form W-8 or an acceptable substitute form or a successor form and who

is not a "10 percent shareholder" within the meaning of Code Section

871(h)(3)(B) or a "controlled foreign corporation" described in Code Section

881(c)(3)(C) with respect to the Trust or the Depositor. In the event the

Securities Administrator withholds any amount from interest or original issue

discount payments or advances thereof to any Certificateholder pursuant to

federal withholding requirements, the Securities Administrator shall indicate

the amount withheld to such Certificateholder.

(f) On the 2nd Business Day prior to the related Distribution Date,

the Master Servicer shall notify the Depositor of any Mortgage Loan which is 180

days or more delinquent. The Depositor shall be entitled, at its option, to

repurchase any such delinquent Mortgage Loan from the Trust Estate if in the

Depositor's judgment, the default is not likely to be cured by the Mortgagor.

The purchase price for any such Mortgage Loan shall be 100% of the unpaid

principal balance of such Mortgage Loan plus accrued interest thereon at the

Mortgage Interest Rate through the last day of the month in which such

repurchase occurs. The Depositor shall notify the related Servicer and the

Master Servicer of its intent to repurchase such Mortgage Loan. Upon the receipt

of such purchase price, the Master Servicer shall provide to the Trustee the

notification required by Section 3.16 and the Trustee or the Custodian shall

promptly release to the Depositor the Mortgage File relating to the Mortgage

Loan being repurchased.

Section 3.16 Trustee to Cooperate; Release of Mortgage Files. Upon

the payment in full of any Mortgage Loan, or the receipt by the Master Servicer

or the related Servicer of a notification that payment in full will be escrowed

in a manner customary for such purposes, the Master Servicer or the related

Servicer will immediately notify the Trustee (or, at the direction of the

Trustee, the Custodian) by delivering, or causing to be delivered, two copies

(one of which will be returned to the related Servicer with the Mortgage File)

of a Request for Release (which may be delivered in an electronic format

acceptable to the Trustee and the Master Servicer or the related Servicer). Upon

receipt of such request, the Trustee or the Custodian, as applicable, shall

within seven (7) Business Days release the related Mortgage File to the Master

Servicer or the related Servicer. The Trustee shall at the Master Servicer's or

the related Servicer's direction execute and deliver to the Master Servicer or

the related Servicer the request for reconveyance, deed of reconveyance or

release or satisfaction of mortgage or such instrument releasing the lien of the

Mortgage relating to the Mortgage Loan, in each case provided by the Master

Servicer or the related Servicer, together with the Mortgage Note with written

evidence of cancellation thereon. If the Mortgage has been recorded in the name

of MERS or its designee, the Master Servicer shall enforce the applicable

Servicer's obligation under the related Servicing Agreement take all necessary

action to reflect the release of the Mortgage on the records of MERS. Expenses

incurred in connection with any instrument of satisfaction or deed of

reconveyance shall be chargeable to the related Mortgagor of the Mortgage Loan.

From time to time and as shall be appropriate for the servicing or

foreclosure of any Mortgage Loan, including for such purpose collection under

any Primary Mortgage Insurance Policy, any policy of flood insurance, any

fidelity bond or errors or omissions policy, or for the purposes of effecting a

partial release of any Mortgaged Property from the lien of the Mortgage or the

making of any corrections to the Mortgage Note or the Mortgage or any of the

other documents included in the Mortgage File, the Trustee or the Custodian, as

applicable, shall, upon delivery to the Trustee (or, at the direction of the

Trustee, the Custodian) of a Request for Release signed by a Master Servicing

Officer or a Servicing Officer, release the Mortgage File within seven (7)

Business Days to the Master Servicer or the related Servicer. Subject to the

further limitations set forth below, the Master Servicer or the applicable

Servicer shall cause the Mortgage Files so released to be returned to the

Trustee or the Custodian, as applicable, when the need therefor no longer

exists, unless the Mortgage Loan is liquidated and the proceeds thereof are

deposited in the Servicer Custodial Account, in which case such Servicer shall

deliver to the Trustee or the Custodian, as applicable, a Request for Release,

signed by a Servicing Officer.

If the Master Servicer or any related Servicer at any time seeks to

initiate a foreclosure proceeding in respect of any Mortgaged Property as

authorized by this Agreement or the Servicing Agreement, the Master Servicer or

any related Servicer shall deliver or cause to be delivered to the Trustee, for

signature, as appropriate, any court pleadings, requests for trustee's sale or

other documents necessary to effectuate such foreclosure or any legal action

brought to obtain judgment against the Mortgagor on the Mortgage Note or the

Mortgage or to obtain a deficiency judgment or to enforce any other remedies or

rights provided by the Mortgage Note or the Mortgage or otherwise available at

law or in equity.

Section 3.17 Documents, Records and Funds in Possession of the

Master Servicer to be Held for the Trustee Notwithstanding any other provisions

of this Agreement, the Master Servicer shall cause each Servicer to transmit to

the Trustee (or the Custodian on behalf of the Trustee) as required by this

Agreement and the Servicing Agreements all documents and instruments in respect

of a Mortgage Loan coming into the possession of the Servicer from time to time

and shall account fully to the Trustee for any funds received by the Master

Servicer or the related Servicer or which otherwise are collected by the Master

Servicer or the related Servicer as Liquidation Proceeds, Recoveries or

Insurance Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds

collected or held by, or under the control of, the Master Servicer or the

related Servicer in respect of any Mortgage Loans, whether from the collection

of principal and interest payments or from Liquidation Proceeds, including but

not limited to, any funds on deposit in the Master Servicer Custodial Account or

any Servicer Custodial Account, shall be held by the Master Servicer or the

related Servicer for and on behalf of the Trustee and shall be and remain the

sole and exclusive property of the Trustee, subject to the applicable provisions

of this Agreement and the related Servicing Agreement. The Master Servicer also

agrees that it shall not, and shall enforce any requirement under the related

Servicing Agreement that the related Servicer shall not, knowingly create, incur

or subject any Mortgage File or any funds that are deposited in any Master

Servicer Custodial Account, any Servicer Custodial Account, the Certificate

Account or any Escrow Account, or any funds that otherwise are or may become due

or payable to the Trustee for the benefit of the Certificateholders, to any

claim, lien, security interest, judgment, levy, writ of attachment or other

encumbrance created by the Master Servicer or Servicer, or assert by legal

action or otherwise any claim or right of setoff against any Mortgage File or

any funds collected on, or in connection with, a Mortgage Loan, except, however,

that the Master Servicer shall be entitled to set off against and deduct from

any such funds any amounts that are properly due and payable to the Master

Servicer under this Agreement.

Section 3.18 Master Servicer Compensation. As compensation for its

services hereunder, the Master Servicer shall be entitled to a fee in an amount

agreed upon between the Master Servicer and the Securities Administrator,

payable by the Securities Administrator out of its own funds and not out of any

funds of the Trust Estate. The Master Servicer shall also be entitled to

additional compensation in the form of the Master Servicer Custodial Account

Reinvestment Income. The Master Servicer shall be required to pay all expenses

incurred by it in connection with its master servicing activities hereunder and

shall not be entitled to reimbursement therefor except as specifically provided

in this Agreement.

Section 3.19 Annual Statement as to Compliance. The Master Servicer

shall deliver to the Securities Administrator (and the Securities Administrator

will forward to the Trustee and each Rating Agency), no later than March 15

following the end of each calendar year commencing with March 2006, an Officer's

Certificate, signed by two officers of the Master Servicer, stating, as to the

signers thereof, that (a) a review of the activities of the Master Servicer

during the preceding calendar year and of the performance of the Master Servicer

under this Agreement or similar agreements has been made under such officer's

supervision, and (b) to the best of such officer's knowledge, based on such

review, the Master Servicer has fulfilled all its obligations under this

Agreement throughout such year, or, if there has been a default in the

fulfillment of any such obligation, specifying each such default known to such

officer and the nature and status thereof.

In addition, the Master Servicer shall enforce each Servicer's

obligation under the related Servicing Agreement to provide a similar statement

to the Securities Administrator relating to compliance with the related

Servicing Agreement.

Section 3.20 Annual Independent Public Accountants' Servicing

Statement; Financial Statements The Master Servicer shall enforce each

Servicer's obligation under the related Servicing Agreement to provide a report

to the Securities Administrator, as required to be provided each year pursuant

to each Servicing Agreement, prepared by a firm of independent public

accountants (who may also render other services to such Servicer or any

affiliate thereof) which is a member of the American Institute of Certified

Public Accountants to the effect that such firm has, with respect to such

Servicer's overall servicing operations, examined such operations in accordance

with the requirements of the Uniform Single Attestation Program for Mortgage

Bankers, and stating such firm's conclusions relating thereto.

Section 3.21 Advances. The Master Servicer shall enforce the

obligations of each Servicer to make a Periodic Advance in accordance with the

applicable Servicing Agreement. A Servicer shall be entitled to be reimbursed

from the Master Servicer Custodial Account for all Advances of its own funds

made pursuant to the related Servicing Agreement. Based upon information set

forth in the servicer reports, the Master Servicer shall inform the Securities

Administrator of the amount of the Periodic Advance to be made by a Servicer on

each applicable Advance Date no later than the related Remittance Date. If a

Servicer fails to make any required Periodic Advance pursuant to the related

Servicing Agreement, the Master Servicer shall (i) unless the Master Servicer

determines that such Periodic Advance would not be recoverable in its good faith

business judgment, make such Periodic Advance not later than the Business Day

preceding the related Distribution Date and (ii) to the extent such failure

leads to the termination of the Servicer and until such time as a successor

Servicer is appointed, continue to make Periodic Advances required pursuant to

the related Servicing Agreement for any Distribution Date, within the same time

frame set forth in (i) above, unless the Master Servicer determines (to the

extent provided in the related Servicing Agreement) that such Periodic Advance

would not be recoverable; provided that if the Servicer that fails to make such

Periodic Advance is Wells Fargo Bank, the Trustee shall have such obligation to

make such Periodic Advance set forth in this paragraph.

Section 3.22 Reports to the Securities and Exchange Commission. (a)

The Securities Administrator and the Master Servicer shall reasonably cooperate

with the Depositor in connection with the Trust's satisfying its reporting

requirements under the Exchange Act. Without limiting the generality of the

foregoing, the Securities Administrator shall prepare on behalf of the Trust any

monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual

Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as

required by the Exchange Act and the rules and regulations of the Securities and

Exchange Commission thereunder, and the Securities Administrator shall sign and

file (via the Securities and Exchange Commission's Electronic Data Gathering and

Retrieval System) such Forms (other than any Annual Report on Form 10-K, which

shall be signed by the Depositor) on behalf of the Trust. Notwithstanding the

previous sentence, the Depositor shall file the Monthly Form 8-K in connection

with the filing of this Agreement.

(b) Each Monthly Form 8-K shall be filed by the Securities

Administrator within 15 days after each Distribution Date, including a copy of

the monthly statement to Certificateholders delivered pursuant to Section

5.06(b) (each, a "Distribution Date Statement") for such Distribution Date as an

exhibit thereto and also including a copy of the Mortgage Certificate

Distribution Date Statement and updated collateral information provided to the

Securities Administrator by the Depositor with respect to each Mortgage

Certificate as an exhibit thereto. On or prior to March 30th of each year (or

such earlier date as may be required by the Exchange Act and the rules and

regulations of the Securities and Exchange Commission), commencing in the

calendar year following the date of this Agreement, the Securities Administrator

shall file a Form 10-K, in substance as required by applicable law or applicable

Securities and Exchange Commission staff's interpretations. Such Form 10-K shall

include as exhibits the Master Servicer's and each Servicer's annual statement

of compliance described under Section 3.19 and the accountant's reports

referenced under Section 3.20, in each case, to the extent they have been timely

delivered to the Securities Administrator. If they are not so timely delivered,

the Securities Administrator shall file an amended Form 10-K including such

documents as exhibits reasonably promptly after they are delivered to the

Securities Administrator. The Securities Administrator shall have no liability

with respect to any failure to properly prepare or file such periodic reports

resulting from or relating to the Securities Administrator's inability or

failure to obtain any information not resulting from its own negligence, willful

misconduct or bad faith. The Form 10-K shall also include a certification in the

form attached hereto as Exhibit M (the "Certification"), which shall be signed

by a senior officer of the Depositor. The Depositor shall deliver the

Certification to the Securities Administrator five (5) Business Days prior to

the latest date on which the Form 10-K may be timely filed. The Securities

Administrator, the Depositor and the Master Servicer shall reasonably cooperate

to enable the Securities and Exchange Commission's requirements with respect to

the Trust to be met in the event that the Securities and Exchange Commission's

issues additional interpretive guidelines or promulgates rules or regulations,

or in the event of any other change of law that would require reporting

arrangements or the allocation of responsibilities with respect thereto, as

described in this Section 3.22, to be conducted or allocated in a different

manner.

filed each year, the Securities Administrator shall sign and deliver to the

Depositor a certification (in the form attached hereto as Exhibit N-1) and the

Master Servicer shall sign and deliver to the Depositor a certification (in the

form attached hereto as Exhibit N-2) for the benefit of the Depositor and its

officers, directors and affiliates (provided, however, that neither the

Securities Administrator nor the Master Servicer shall undertake an analysis of

any accountants' report attached as an exhibit to the Form 10-K). In addition,

the Securities Administrator and Master Servicer shall indemnify and hold

harmless the Depositor, each person, if any, who "controls" the Depositor within

the meaning of the 1933 Act, as amended and their respective officers,

directors, agents and affiliates (collectively, the "Depositor Indemnified

Parties") from and against any losses, damages, penalties, fines, forfeitures,

reasonable and necessary legal fees and related costs, judgments and other costs

and expenses arising out of or based upon any inaccuracy in the certification

provided by the Securities Administrator and Master Servicer pursuant to this

Section 3.22(c), any breach by the Securities Administrator or the Master

Servicer or any of their officers, directors, agents or affiliates of their

obligations under this Section 3.22(c) or any material misstatements or omission

contained in the certification delivered pursuant to this Section 3.22(c) or the

Securities Administrator's or Master Servicer's negligence, bad faith or willful

misconduct in connection therewith. If the indemnification provided for herein

is unavailable or insufficient to hold harmless the Depositor Indemnified

Parties, then each of the Securities Administrator and Master Servicer agrees

that it shall contribute to the amount paid or payable by such Depostior

Indemnified Parties as a result of the losses, claims, damages or liabilities of

such Depositor Indemnified Parties in such proportion as is appropriate to

reflect the relative fault of such Depositor Indemnified Parties on the one hand

and the Securities Administrator and Master Servicer on the other in connection

with a breach of the Securities Administrator's or Master Servicer's obligations

under this Section 3.22(c), any material misstatement or omission contained in

the certification delivered pursuant to this Section 3.22(c) or the Securities

Administrator's or Master Servicer's negligence, bad faith or willful misconduct

in connection therewith.

(d) Prior to the latest date on which the Form 10-K may be timely

filed each year, the Master Servicer shall enforce the obligation of each

Servicer to provide the certification required pursuant to each of the Servicing

Agreements.

(e) Upon any filing with the Securities and Exchange Commission, the

Securities Administrator shall promptly deliver to the Depositor a copy of any

such executed report, statement or information.

(f) The obligations set forth in paragraphs (a) through (e) of this

Section shall only apply with respect to periods for which the Securities

Administrator is obligated to file reports on Form 8-K or 10-K pursuant to

paragraph (b) of this Section. Upon request of the Depositor, the Securities

Administrator shall prepare, execute and file with the Securities and Exchange

Commission a Form 15 Suspension Notification with respect to the Trust.

Section 3.23 Maintenance of the Rounding Account; Collections

Thereunder. On or prior to the Closing Date, the Securities Administrator shall

establish a separate account (the "Rounding Account") with respect to the

Special Retail Certificates, and Banc of America Securities LLC shall deposit

$999.99 into the Rounding Account. The Securities Administrator shall maintain

such account to provide, if needed, the Rounding Amount (defined below) on any

Distribution Date.

If, on any Distribution Date, the Securities Administrator

determines that amounts are available out of (i) the Group 1 Pool Distribution

Amount (after giving effect to the repayment of any funds withdrawn from the

Rounding Account on prior Distribution Dates which have not been repaid) for

distributions of principal on the Class 1-A-5 Certificates, and the aggregate

amount allocable to such distributions of principal is not an amount equal to an

integral multiple of $1,000, the Securities Administrator shall withdraw from

the Rounding Account an amount which, when added to the amount allocable to such

distributions of principal, would be an integral multiple of $1,000 (the

"Rounding Amount"). On each Distribution Date prior to the date on which any

Realized Loss would decrease the Class Certificate Balance of the Class 1-A-5

Certificates, with respect to which the Securities Administrator determines that

amounts are available out of the Group 1 Pool Distribution Amount for

distributions of principal on the Class 1-A-5 Certificates, the aggregate amount

allocable to such Certificates will be applied first to repay any funds

withdrawn from the Rounding Account on prior Distribution Dates which have not

been repaid.

Any amounts withdrawn by the Securities Administrator from the

Rounding Account shall be deposited in the Certificate Account for distribution

to the Holders of the Special Retail Certificates as described in the preceding

paragraph.

On or promptly after the date on which any Realized Loss would

decrease the Class Certificate Balance of the Class 1-A-5 Certificates or the

Class Certificate Balance thereof is reduced to zero, the Securities

Administrator shall remit to Banc of America Securities LLC any amounts

remaining in the Rounding Account.

Amounts on deposit in the Rounding Account shall not be invested.

The Rounding Account established hereunder shall be an "outside

reserve fund" as defined in Section 1.860G-2(h) of the Treasury Regulations, and

in that regard (A) the Rounding Account shall be an outside reserve fund and not

an asset of any of the Upper-Tier REMIC or the Lower-Tier REMIC, (B) the

Rounding Account shall be owned for federal tax purposes by Banc of America

Securities LLC and Banc of America Securities LLC shall report all amounts of

income, deduction, gain or loss accruing therefrom, and (C) amounts transferred

by the Lower-Tier REMIC to the Rounding Account shall be treated for all federal

tax purposes as distributed by the Lower-Tier REMIC to Banc of America

Securities LLC.

ARTICLE IV

MASTER SERVICER'S CERTIFICATE AND MORTGAGE CERTIFICATE DISTRIBUTION DATE

STATEMENTS

Section 4.01 Master Servicer's Certificate; Mortgage Certificate

Distribution Date Statements. Each month, not later than 12:00 noon Eastern time

on the 18th calendar day of such month (or if such day is not a Business Day,

the following Business Day), the Master Servicer shall deliver to the Securities

Administrator, a Master Servicer's Certificate based solely on the information

provided by the Servicers (in substance and format mutually acceptable to the

Master Servicer and the Securities Administrator) certified by a Master

Servicing Officer setting forth the information necessary in order for the

Securities Administrator to perform its obligations under this Agreement. The

Securities Administrator may conclusively rely upon the information contained in

a Master Servicer's Certificate delivered by the Master Servicer for all

purposes hereunder and shall have no duty to verify or re-compute any of the

information contained therein. In addition, upon receipt of the Mortgage

Certificate Distribution Date Statements with respect to each Mortgage

Certificate Distribution Date, the Securities Administrator shall promptly

calculate the amount of distributions for Group 2 set forth in Section 5.04.

ARTICLE V

PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;

REMIC ADMINISTRATION

Section 5.01 Distributions. On each Distribution Date, based solely

on the information in the Master Servicer's Certificate and the Mortgage

Certificate Distribution Date Statements, the Securities Administrator shall

distribute out of the Certificate Account (to the extent funds are available

therein), to each Certificateholder of record on the related Record Date (other

than as provided in Section 10.01 respecting the final distribution) (a) by

check mailed to such Certificateholder entitled to receive a distribution on

such Distribution Date at the address appearing in the Certificate Register, or

(b) upon written request by the Holder of a Certificate (other than a Residual

Certificate), by wire transfer or by such other means of payment as such

Certificateholder and the Securities Administrator shall agree upon, such

Certificateholder's Percentage Interest in the amount to which the related Class

of Certificates is entitled in accordance with the priorities set forth below in

Section 5.02 or Section 5.04, as applicable.

None of the Holders of any Class of Certificates, the Depositor, the

Master Servicer, the Securities Administrator or the Trustee shall in any way be

responsible or liable to Holders of any Class of Certificates in respect of

amounts properly previously distributed on any such Class.

Amounts distributed with respect to any Class of

Certificates shall be applied first to the distribution of interest thereon

and then to principal thereon.

Section 5.02 Priorities of Distributions for Group 1. (a) On each

Distribution Date, the Securities Administrator shall withdraw from the

Certificate Account (to the extent funds are available therein) (1) to the

extent not previously paid, the amounts payable to the Securities Administrator

and the Trustee pursuant to Section 3.11(a) and shall pay such funds to itself

and the Trustee, as applicable, and (2) based solely on the information

contained in the Master Servicer's Certificate, the Group 1 Pool Distribution

Amount (after the payment of the Servicing Fees and the Securities Administrator

Fees for such Mortgage Loans and expenses and indemnities reimbursable pursuant

to this Agreement, in each case to the extent not previously retained by or

distributed to a Servicer, the Securities Administrator, the Master Servicer or

the Trustee), and shall apply such funds first, to distributions in respect of

the Uncertificated Lower-Tier Interests as specified in Section 5.14 and to the

Class 1-A-LR Certificate, and then to distributions to the Group 1 Certificates,

the Class 1-A-1/2 Component and the Subordinate Certificates in the following

order of priority and to the extent of such funds:

(i) to each Class of interest-bearing Group 1 Senior Certificates

and the Class 1-A-1/2 Component, an amount allocable to interest equal to

the Group 1 Interest Distribution Amount for such Class or the Component

Interest Distribution Amount for such Component and any shortfall being

allocated among such Classes or Component in proportion to the amount of

the Group 1 Interest Distribution Amount or Component Interest

Distribution Amount, as applicable, that would have been distributed in

the absence of such shortfall;

(ii) concurrently, to (a) each Class of Group 1 Senior Certificates

(other than the Class 30-PO Certificates) and the Class 1-A-1/2 Component

and (b) the Class 30-PO Certificates, pro rata, based on their Group 1

Senior Principal Distribution Amount and PO Principal Amount,

respectively, (A) to the Group 1 Senior Certificates (other than the Class

30-PO Certificates) and the Class 1-A-1/2 Component, in an aggregate

amount up to the Group 1 Senior Principal Distribution Amount, such

distribution to be allocated among such Classes and Component in