Common use of Xxxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30, 2007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30, 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Pooling Agreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30, 2007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 412,834,805 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30April 27, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30April 27, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30April 27, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Xxxxxx Suisse First Boston Mortgage Securities, Inc.Securities Corp., a Delaware corporation (the "CompanyDepositor"), proposes to sell to Banc of America Securities LLC form a commercial mortgage trust (the "UnderwriterTrust"), $630,111,123.00 principal amount of its which will issue, in multiple classes, securities entitled Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates identified Certificates, Series 2003-C4. The Depositor further proposes, subject to the terms and conditions stated in this underwriting agreement (this "Agreement"), to sell to the underwriters named in Schedule I hereto (each, an "Underwriter" and, collectively, the "Offered CertificatesUnderwriters") having ; provided, however, that if you are the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth only underwriter named in Schedule I hereto, then the terms "Underwriter" and "Underwriters" shall refer solely to you), for whom you act as representative (subject to an upward in such capacity, the "Representative"), those classes of such securities as are identified on Schedule II hereto (the classes of securities identified on Schedule II hereto, collectively, the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or downward variance, not to exceed 5%, of beneficial interest in the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to Trust. The terms on which the Trust will issue the Certificates will be determined by specified in the Company Prospectus (as defined in its sole discretionSection 2(c)). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate the Trust (all such assets collectively, the "Trust EstateFund") consisting will consist primarily of a segregated pool of fixed interest rate multifamily and commercial mortgage loans having original terms to maturity of not more than 360 months(collectively, as described in Schedule I (the "Mortgage Loans") to that will be acquired purchased by the Company Depositor from Column Financial, Inc. ("Column") and KeyBank National Association ("KeyBank" and, together with Column, the "Mortgage Loan Sellers"), respectively, pursuant to a separate mortgage loan purchase agreement agreements dated as of September 11, 2003 (the each, a "Mortgage Loan Purchase Agreement"), to . The Trust will be dated August 30, 2007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date")created, the Mortgage Loans will have be transferred to the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as Trust, and the "Agreement." Elections Certificates will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (eachissued, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreementagreement dated as of September 11, to be dated August 30, 2007 2003 (the "Pooling and Servicing Agreement"), among the CompanyDepositor, KeyCorp Real Estate Capital Markets, Inc., as depositormaster servicer (in such capacity, BANAthe "Master Servicer"), Lennar Partners, Inc., as special servicer (in such capacity, the "Special Servicer"), and Wells Fargo BankBank Minnesota, N.A., as trustee (in such caxxxxxy, the "Trustee"). The Pooling Agreexxxxoffering of the Certificates made pursuant to the Registration Statement (as defined in Section 2(a)) will be made through the Underwriters. This Agreement provides for the sale of the Certificates to, and the purchase and offering thereof by, the Underwriters. Schedule I sets forth the aggregate amount of each class of Certificates that is to be purchased by each Underwriter. Schedule II sets forth the classes of the Certificates subject to this Agreement, the Mortgage Loan Purchase principal balance of each class of the Certificates to be issued and any terms thereof not otherwise specified in the Pooling and Servicing Agreement and the purchase agreement, price at which each class of the Certificates is to be dated August 30, 2007, among Banc purchased by the Underwriters from the Depositor. The offering of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Certificates will be governed by this Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $630,111,123.00 principal amount 967,220,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicableBalances) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance Balances (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance Balances) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class X-B-4, Class X-B-5, Class X-B-6 and Class CE Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed fully amortizing adjustable interest rate mortgage loans having original terms to maturity of not more than 360 months, approximately 180 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30May 31, 2007, by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30May 31, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicer") xnd as securities administrator (the "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreexxxxand Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30May 31, 2007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 10,307,000.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with nine classes of senior certificates and three other classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30January 27, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30January 27, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and Agreement, the purchase underwriting agreement, to be dated August 30January 25, 20072006, among Banc of America Securities LLC, as representative of Banc of America Securities LLC, Bear, Stearns & Co. Inc. and Lehman Brothers Inc., the Company and BANA and xxx xxrchase agreement, xx xe dated January 27, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, BANA are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 principal amount ______________ aggregate Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Original Class Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Original Class Certificate Balance or Maximum Initial Class Certificate Balance Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class M-7, Class CE, Class P, Class R and Class R-X Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") fund consisting primarily of a pool two pools of fixed interest and adjustable-rate mortgage loans having original terms to maturity of not more than 360 monthsloans, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30as of [________] 1, 200720 , between the Company and Bank of America, National Association ("BANA")Association. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the segregated pool of assets consisting of the Trust Estate Mortgage Loans and certain other related assets as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30as of [________] 1, 2007 20 (the "Pooling Agreement"), among the Company, as depositor, BANA[__________________], as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30[________], 200720 , among Banc of America Securities LLC, as Purchaser, Initial Purchaser and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 757,964,100.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August October 30, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August October 30, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August October 30, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $630,111,123.00 principal amount 985,945,205 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance Balances or Maximum Initial Notional Amount, as applicableAmounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class B-4, Class B-5, Class B-6, Class T-B-1, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than approximately 120 to approximately 360 months, months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30February 27, 2007, by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30February 27, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicex") and as securities administrator (the "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreexxxxand Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30February 27, 2007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.XXXX Xxxxxx Xxxporation, a Delaware New York corporation ("AFCO Credit"), and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Originators" and in their capacity as servicer, the "Servicer") propose to convey commercial insurance premium finance loans (the "CompanyReceivables") from time to time to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "Seller"), who then proposes to convey such Receivables to the Mellon Premium Finance Loan Owner Trust (the "the Transferor"). The Transferor proposes to convey such Receivables to the Mellon Bank Premium Finance Loan Master Trust (the "Trust"), and proposes to cause the Trust to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 principal amount of its Mortgage Pass-Through Certificates identified Underwriters named in Schedule I hereto (the "Offered Underwriters"), for whom you are acting as representative (the "Representative"), $450,000,000 aggregate initial principal amount of Class A Floating Rate Asset Backed Certificates, Series 2001-1 (the "Class A Certificates"), in the Trust, the terms of which are described in the Prospectus (as defined below). It is understood that Seller and the Transferor are currently entering into a Class B Underwriting Agreement dated the date hereof (the "Class B Underwriting Agreement") having among the Initial Seller, the Transferor and the Underwriters named on Schedule I thereto (the "Class Certificate Balances or Initial Notional Amounts (or, with respect to each class B Underwriters") providing for the sale of Exchangeable REMIC Certificates or Exchangeable $20,000,000 aggregate initial principal amount of Class B Floating Rate Asset Backed Certificates, Series 2001-1 (the Maximum Initial "Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretionB Certificates"). The Offered Certificates, together with three classes of subordinate certificates (Class A Certificates and the "Non-Offered Certificates") Class B Certificates are collectively referred to herein collectively as the "Certificates." This Agreement and evidence the entire ownership interest in Class B Underwriting Agreement are referred to herein collectively as the assets "Underwriting Agreements." The Transferor was formed pursuant to the Trust Agreement, dated as of a trust estate May ___, 2001, as amended and restated as of June 15, 2001 (collectively, the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30, 2007, each between the Company Seller, as depositor, and Chase Manhattan Bank of AmericaUSA, National Association Association, as owner trustee (the "BANAOwner Trustee"). As The Receivables will be conveyed by the Originators to the Seller pursuant to the First Tier Receivables Purchase Agreement dated as of the close of business on the date specified in Schedule I as the cut-off date June 15, 2001 (the "CutFirst Tier Receivables Purchase Agreement") between the Originators and the Seller. The Receivables then will be conveyed by the Seller to the Transferor pursuant to the Second Tier Receivables Purchase Agreement dated as of June 15, 2001 (the "Second Tier Receivables Purchase Agreement") between the Seller and the Transferor. The Receivables will be conveyed by the Transferor to the Trust in exchange for the Certificates pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of June 15, 2001 (the "P&S") and the Series 2001-off Date1 Supplement thereto (the "Series Supplement" and together with the P&S, the "Pooling and Servicing Agreement") dated as of June 15, 2001, each among the Transferor, Servicer, Premium Financing Specialists, Inc., a Missouri corporation ("PFSI"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be as back-up servicer and Premium Financing Specialists of California, Inc., a California corporation ("PFSIC"), as back-up servicer (PFSI and PFSIC are collectively referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30, 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Back-up Servicer"), ) and Wells Fargo BankBank Minnesota, N.A.a national banking association, as trustee (the xxx "Trustee"). The Pooling Agreexxxx, this AgreementIn addition, the Mortgage Transferor, Servicer, Trustee, [________________, a ________ corporation] (the "Collateral Interest Holder") and [_____________] as Agent (the "Agent") will enter into a Loan Purchase Agreement and (the purchase agreement, "Loan Agreement") to be dated August 30, 2007, among Banc as of America Securities LLC, the Closing Date (as Purchaser, defined below) pursuant to which the Company and BANA, are collectively referred to herein as Collateral Interest Holder will acquire $30,000,000 aggregate initial principal amount of the Collateral Interest (the "Basic Documents." Collateral Interest"), which will act as Credit Enhancement for the Certificates. Capitalized terms used herein (including in the Introductory hereto) that are not otherwise defined herein shall have the meanings assigned ascribed thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $630,111,123.00 principal amount 716,215,000 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class CE and Class R Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than 360 months, approximately 288 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30January 31, 2007, 2007 by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30January 31, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicer") xxx as securities administrator (the "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreexxxxand Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30January 31, 2007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 667,278,000 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three two classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30September 28, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30September 28, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30September 28, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 332,758,443 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30December 28, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30December 28, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30December 28, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 393,967,243.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August May 30, 2007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August May 30, 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Pooling Agreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August May 30, 2007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 principal amount 803,217,000 aggregate Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Original Class Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Original Class Certificate Balance or Maximum Initial Class Certificate Balance Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "NonClass B, Class CE, Class P, Class R and Class R-Offered Certificates") X Certificates are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") fund consisting primarily of a pool three pools of fixed interest and adjustable-rate mortgage loans having original terms to maturity of not more than 360 monthsloans, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30as of October 1, 20072006, between the Company and Bank of America, National Association ("BANA")Association. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the segregated pool of assets consisting of the Trust Estate Mortgage Loans and certain other related assets (exclusive of the arrangements intended to protect against basis risk for certain of the certificates, the interest rate swap agreement, the swap account, the cap carryover reserve account and prepayment charges) as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30as of October 1, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANAOption One Mortgage Corporation, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30November 14, 20072006, among Banc of America Securities LLC, as Purchaser, Initial Purchaser and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $630,111,123.00 principal amount 436,364,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretionBalances). The Offered Certificates, together with three classes of subordinate certificates the Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than approximately 180 to approximately 360 months, months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30July 31, 2007, by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30July 31, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A.U.S. Bank National Association, as trustee (the "Trustee"), CitiMortgage, Inc., as master servicer (the "Master Servicer"), and Citibank, N.A., as securities administrator (the "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreexxxxand Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30July 31, 2007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 1,022,186,548.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three six classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30February 27, 2007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30February 27, 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30February 27, 2007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx Xxxxxxxxx Xxxx, x xxxxany incorporated under the laws of America Mortgage Securities, Inc., a Delaware corporation the Province of Quebec (the "Company") proposes to issue and sell to the several Initial Purchasers named in SCHEDULE A (the "Initial Purchasers"), proposes to sell to acting severally and not jointly, the respective amounts set forth in such SCHEDULE A of U.S.$315,000,000 aggregate principal amount of the Company's 6 7/8% Senior Notes due January 15, 2014 (the "Notes"). Banc of America Securities LLC LLC, Citigroup Global Markets Inc., RBC Capital Markets Corporation, Harris Nesbitt Corp., Scotia Capital (the "Underwriter")USA) Inc., $630,111,123.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto TD Securities (the "Offered Certificates"USA) having LXX, XXXX Xxxxx Markets Corp., Credit Suisse First Boston LLC, NBF Securities (USA) Corp. and HSBC Securities (USA) Inc. have agreed to act as the Initial Class Certificate Balances or Initial Notional Amounts (or, Purchasers in connection with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, offering and sale of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion)Notes. The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30, 2007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans Notes will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreementan indenture, to be dated August 30as of October 8, 2007 2003, as supplemented by the first supplemental indenture, dated as of July 12, 2004 (the "Pooling AgreementIndenture"), among the Company, the Guarantors (as depositor, BANA, as servicer (the "Servicer"), defined below) and Wells Fargo BankBank Minnesota, N.A., as trustee (the "Trustee"). Notes isxxxx in book-entry form will be issued in the name of Cede & Co., as nominee of The Pooling Agreexxxx, this Depository Trust Company (the "Depositary") pursuant to a DTC Agreement, to be dated prior to the Mortgage Loan Purchase Agreement Closing Date (as defined in Section 2) (the "DTC Agreement"), between the Company and the purchase Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated August 30as of November 19, 20072004 (the "Registration Rights Agreement"), among Banc the Company, the Guarantors and the Initial Purchasers, substantially in the form of America EXHIBIT C, pursuant to which the Company will agree to file, within 45 days of the Closing Date, a registration statement with the U.S. Securities LLCand Exchange Commission (the "Commission") registering the Exchange Securities (as defined below) under the U.S. Securities Act of 1933, as Purchaseramended (the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). The payment of principal of, premium, Additional Amounts (as defined in the Indenture) and Special Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by the guarantors listed on SCHEDULE B to this Agreement (collectively, the "Guarantors", however, with respect to any representation, warranty or agreement given as of the Closing Date, "Guarantors" shall include the guarantors listed on SCHEDULE B to this Agreement and any subsidiary of the Company formed or acquired on or prior to the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns), pursuant to their guarantees of the Notes and the Exchange Notes (the "Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities". As described in the Offering Memorandum (as defined below), the proceeds of the offering of the Securities will be used to repay borrowings under the Company's existing Credit Agreement (as defined in Section 1(s)) and to pay a dividend to our sole shareholder, Quebecor Media Inc. On or prior to the Closing Date, the Company will enter into an amendment to the Credit Agreement (the "Amended Bank Credit Facility"). The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and BANAin the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are collectively to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") thereunder). The Company has prepared and delivered to each Initial Purchaser electronic copies of a Preliminary Offering Memorandum, dated November 12, 2004 (the "Preliminary Offering Memorandum"), and has prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum, dated November 15, 2004, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the "Offering Memorandum" shall mean, with respect to any date or time referred to herein as in this Agreement, the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have Company's Offering Memorandum, dated November 15, 2004, including the meanings assigned thereto financial statements and notes thereto, any amendments or supplements thereto, and any exhibits thereto, in the Pooling Agreement.most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Company prior to the completion of the distribution of the Securities. The Company and the Guarantors hereby confirm their respective agreements with the Initial Purchasers as follows:

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $630,111,123.00 principal amount 535,702,242 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance Balances or Maximum Initial Notional Amount, as applicableAmounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class X-B-4, Class X-B-5, Class X-B-6, Class 7-B-4, Class 7-B-5 and Class 7-B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, approximately 120 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30June 29, 2007, by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30June 29, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANABank of America, National Association, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee") and U.S. Bank Xxxional Association, as custodian (the "Custodian"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreexxxxand Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30June 29, 2007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $630,111,123.00 principal amount 833,104,601 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance Balances or Maximum Initial Notional Amount, as applicableAmounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class 1-B-4, Class 1-B-5, Class 1-B-6, Class T-B-1, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than approximately 180 to approximately 360 months, months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August January 30, 2007, 2007 by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August January 30, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicer") and as securities administrator (the "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreexxxxand Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August January 30, 2007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $630,111,123.00 principal amount 618,218,285 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Balances, Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance Balances, Initial Notional Amounts or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretionBalances). The Offered Certificates, together with three classes of subordinate certificates the Class 3-B-4, 3-B-5, 3-B-6, X-B-4, X-B-5 and X-B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than approximately 240 to approximately 360 months, months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30, 2007, by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), ) and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicxx") and as securities administrator (the "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreexxxxand Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30, 2007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $630,111,123.00 principal amount 1,512,236,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial aggregate initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial initial Class Certificate Balance or Maximum Initial Class Certificate Balance Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class S-B-5, Class S-B-6, Class S-B-7, Class N-B-4, Class N-B-5, Class N-B-6 and Class CE Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than approximately 360 months, to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August November 30, 2007, 2006 by and between the Company Company, as purchaser and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August November 30, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicxx") and as securities administrator (the "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreexxxxand Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August November 30, 20072006, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 [___] principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than 360 [___] months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30[______] [__], 200720[__], between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30[_____] [__], 2007 20[__] (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), LaSalle Bank National Association, as securities administrator (the "Securities Administrator"), and Wells Fargo Bank, N.A.U.S. Bank National Association, as trustee (the "Trustee"). The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30[_____] [__], 200720[__], among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 principal amount 1,421,335,000 aggregate Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Original Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Original Certificate Balance or Maximum Initial Class Certificate Balance Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "NonClass B-1, Class CE, Class P, Class R and Class R-Offered Certificates") X Certificates are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") fund consisting primarily of a pool two pools of fixed interest and adjustable-rate mortgage loans having original terms to maturity of not more than 360 monthsloans, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30as of October 1, 2007, between the Company and Bank of America, National Association ("BANA")Association. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the segregated pool of assets consisting of the Trust Estate Mortgage Loans and certain other related assets (exclusive of the arrangements intended to protect against basis risk for certain of the certificates, the interest rate swap agreement, the swap account, the cap carryover reserve account and prepayment charges) as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30as of October 1, 2007 (the "Pooling Agreement"), among the Company, as depositor, BANASaxon Mortgage Services, Inc., as servicer (the "Servicer"), and Wells Fargo Bank, N.A.N.A. ("Wells Fargo"), as master servicer and securixxxx administrator, and U.X. Xank National Association, as trustee (the "Trustee"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30November 5, 2007, among Banc of America Securities LLC, as Purchaser, Initial Purchaser and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC the underwriters named in Schedule I hereto (the "UnderwriterUnderwriters"), for whom you are acting as representative (the "Representative"), $630,111,123.00 309,988,100.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three six classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30January 27, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30January 27, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement Agreement, the subordinate underwriting agreement, dated January 25, 2006, among Banc of America Securities LLC, as underwriter of the public Non-Offered Certificates, the Company and BANA, and the purchase agreement, to be dated August 30January 27, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, BANA are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 504,803,622 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August October 30, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August October 30, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August October 30, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 847,972,100.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30January 28, 20072008, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30January 28, 2007 2008 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), LaSalle Bank National Association, as securities administrator (the "Securities Administrator"), and Wells Fargo Bank, N.A.U.S. Bank National Association, as trustee (the "Trustee"). The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30January 28, 20072008, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 391,009,699.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class 2-A-1, Class 2-A-2, Class 2-A-4, Class B-4, Class B-5 and Class B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30November 29, 2007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30November 29, 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Pooling Agreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30November 29, 2007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 351,226,918.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30March 29, 2007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30March 29, 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Pooling Agreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30March 29, 2007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $630,111,123.00 principal amount 330,665,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class B-1, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than approximately 180 to approximately 360 months, months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30November 29, 2007, 2006 by and between the Company Company, as purchaser and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30November 29, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicer") xxx as securities administrator (the "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreexxxxand Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30November 29, 20072006, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 337,898,035.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three six classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30September 28, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30September 28, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30September 28, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 416,134,248.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30April 27, 2007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30April 27, 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Pooling Agreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30April 27, 2007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $630,111,123.00 principal amount 289,557,483 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial aggregate initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicableBalance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial initial Class Certificate Balance or Initial Notional Amount (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance Balance) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than approximately 240 to approximately 360 months, months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30June 29, 20072006, by and between the Company Company, as purchaser and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30June 29, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") xxd as securities administrator (the "Securities Administrator"), and U.S. Bank National Association, as trustee (the "Trustee"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreexxxxand Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30June 29, 20072006, among Banc of America Securities LLCbetween BAS, as Purchaser, purchaser and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 440,607,505.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30February 27, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30February 27, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30February 27, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 343,850,036.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August January 30, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August January 30, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August January 30, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 305,688,755 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Initial Notional Amount (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30June 29, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30June 29, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30June 29, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 principal amount 1,026,972,000.00 aggregate Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Original Class Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Original Class Certificate Balance or Maximum Initial Class Certificate Balance Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class B, Class CE, Class P, Class R and Class R-X Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") fund consisting primarily of a pool three pools of fixed interest and adjustable-rate mortgage loans having original terms to maturity of not more than 360 monthsloans, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30as of July 1, 20072006, between the Company and Bank of America, National Association ("BANA")Association. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the segregated pool of assets consisting of the Trust Estate Mortgage Loans and certain other related assets (exclusive of the arrangements intended to protect against basis risk for certain of the certificates, the interest rate swap agreement, the swap account, the cap carryover reserve account and prepayment charges) as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30as of July 1, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANAOption One Mortgage Corporation, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 3010, 20072006, among Banc of America Securities LLC, as Purchaser, Initial Purchaser and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $630,111,123.00 principal amount 1,386,432,000 aggregate Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Original Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Original Certificate Balance or Maximum Initial Class Certificate Balance Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class B, Class CE, Class P, Class R and Class R-X (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed and adjustable interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Initial Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30as of November 1, 2007, 2006 by and between the Company Company, as purchaser and Bank of America, National Association ("BANA")Association, as seller and funds in the Pre-Funding Accounts. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Initial Mortgage Loans will have the aggregate principal balance set forth in Schedule I. On or before February 28, 2007, the Company may sell and the Securities Administrator will be obligated to purchase, on behalf of the Trust, additional mortgage loans (the "Additional Mortgage Loans" and together with the Initial Mortgage Loans, the "Mortgage Loans"). This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate (exclusive of the arrangements intended to protect against basis risk for certain of the Certificates, the Cap Carryover Reserve Account, the Supplemental Interest Trust, the Interest Rate Swap Agreement, the Swap Account, the Additional Mortgage Loan Interest, the Pre-Funding Accounts and certain other assets specified in the Pooling and Servicing Agreement) as three multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30as of November 1, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAOption One Mortgage Corporation, as a servicer ("Option One"), JPMorgan Chase Bank, National Association, as a servicer ("JPM Chase Bank"), Litton Loan Servicing LP, as a servicer ("Litton," and togethex xxxh Option One and JPM Chase Bank, the "Xxxxxxers," and each of Litton, Option One and JPM Chase Bank individually, a "Servicer"), and Wells Xxlls Fargo Bank, N.A., as master servicer (the "Master Servixxx") and securities administrator (the "Securities Administrator"), and U.S. Bank National Association, as trustee (the "Trustee"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreexxxxand Servicing Agreement, this Agreement, and the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30, 2007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 324,949,786.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicableBalance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August 30June 29, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August 30June 29, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August 30June 29, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $630,111,123.00 322,541,346.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated August March 30, 20072006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated August March 30, 2007 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreexxxxAgreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated August March 30, 20072006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.