Common use of Xxxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxxx. Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance of its Asset-Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Class Certificate Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with 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 fund consisting primarily of two pools of fixed and adjustable-rate mortgage loans, 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 as of [________] 1, 20 , between the Company and Bank of America, National 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 Mortgage Loans and certain other related assets as 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 as of [________] 1, 20 (the "Pooling Agreement"), among the Company, as depositor, [__________________], 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________], 20 , among Banc of America Securities LLC, as Initial Purchaser and the Company (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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 391,009,699.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial 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 Original Initial Class Certificate Principal Balances 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 the Class M-72-A-1, Class CE2-A-2, Class P2-A-4, Class R B-4, Class B-5 and Class R-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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1November 29, 20 2007, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1November 29, 20 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 AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]November 29, 20 2007, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 300,937,251.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1April 27, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1April 27, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]April 27, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 322,541,346.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1March 30, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1March 30, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]March 30, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 847,972,100.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial 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 Original Initial Class Certificate Principal Balances 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 the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-adjustable interest rate mortgage loansloans 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 as of [________] 1January 28, 20 2008, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1January 28, 20 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 Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]January 28, 20 2008, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 440,607,505.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1February 27, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1February 27, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]February 27, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 324,949,786.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial 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) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans having original terms to maturity of not more than 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 as of [________] 1June 29, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1June 29, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]June 29, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx 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"), $______________ aggregate Certificate Principal Balance 309,988,100.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-adjustable interest rate mortgage loansloans 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 as of [________] 1January 27, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1January 27, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and Agreement, the purchase subordinate underwriting agreement, to be dated [________]January 25, 20 2006, among Banc of America Securities LLC, as Initial Purchaser underwriter of the public Non-Offered Certificates, the Company and BANA, and the purchase agreement, to be dated January 27, 2006, among Banc of America Securities LLC, as Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 343,850,036.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1January 30, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1January 30, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]January 30, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $______________ 535,702,242 aggregate Class Certificate Principal Balance of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial 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 Balances or Maximum Initial Notional Amounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7X-B-4, Class CEX-B-5, Class PX-B-6, Class R 7-B-4, Class 7-B-5 and Class R7-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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loans, loans having original terms to maturity of 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 as of [________] 1June 29, 20 2007, by and between the Company Company, as purchaser, and Bank of America, National 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 segregated pool of assets consisting certain of the Mortgage Loans and certain other related assets of the Trust Estate as 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 as of [________] 1June 29, 20 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, [__________________]Bank 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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]June 29, 20 2007, among Banc of America Securities LLCby and between BAS, as Initial Purchaser purchaser, and the Company (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. Xxxxx Backed Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $______________ 436,364,100 aggregate Class Certificate Principal Balance of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances within such range to be determined by the Company in its sole discretionBalances). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R CE and Class R-X 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loans, loans having original terms to maturity of approximately 180 to approximately 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 as of [________] 1July 31, 20 2007, by and between the Company Company, as purchaser, and Bank of America, National 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 segregated pool of assets consisting certain of the Mortgage Loans and certain other related assets of the Trust Estate as 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 as of [________] 1July 31, 20 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, [__________________], 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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]July 31, 20 2007, among Banc of America Securities LLCby and between BAS, as Initial Purchaser purchaser, and the Company (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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 667,278,000 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1September 28, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1September 28, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]September 28, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 332,758,443 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance or Initial Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1December 28, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1December 28, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]December 28, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 393,967,243.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1May 30, 20 2007, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1May 30, 20 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 AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]May 30, 20 2007, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 305,688,755 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial 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 Original Initial Class Certificate Principal Balances 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 the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans having original terms to maturity of not more than 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 as of [________] 1June 29, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1June 29, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]June 29, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $______________ 1,386,432,000 aggregate Certificate Principal Balance of its Asset-Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Class Certificate Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7B, 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-adjustable interest rate mortgage loans, loans 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 as of [________] November 1, 20 , 2006 by and between the Company Company, as purchaser and Bank of America, National 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 segregated pool of assets consisting 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 Loans Loan Interest, the Pre-Funding Accounts and certain other related assets specified in the Pooling and Servicing Agreement) as 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 as of [________] November 1, 20 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, [__________________]Option 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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, and the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________], 20 , among Banc of America Securities LLC, as Initial Purchaser and the Company (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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 351,226,918.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial 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 Original Initial Class Certificate Principal Balances 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 the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1March 29, 20 2007, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1March 29, 20 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 AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]March 29, 20 2007, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 1,022,186,548.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial 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 Original Initial Class Certificate Principal Balances 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 the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1February 27, 20 2007, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1February 27, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]February 27, 20 2007, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 337,898,035.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1September 28, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1September 28, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]September 28, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $______________ 833,104,601 aggregate Class Certificate Principal Balance of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-71-B-4, Class CE1-B-5, Class P1-B-6, Class R T-B-1, Class CE and Class R-X 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loans, loans having original terms to maturity of approximately 180 to approximately 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 as of [________] 1January 30, 20 , 2007 by and between the Company Company, as purchaser, and Bank of America, National 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 segregated pool of assets consisting certain of the Mortgage Loans and certain other related assets of the Trust Estate as 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 as of [________] 1January 30, 20 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, [__________________]U.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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]January 30, 20 2007, among Banc of America Securities LLCby and between BAS, as Initial Purchaser purchaser, and the Company (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. Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ 1,421,335,000 aggregate Certificate Principal Balance of its Asset-Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Class Certificate Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7B-1, 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 fund consisting primarily of two pools of fixed and adjustable-rate mortgage loans, 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 as of [________] October 1, 20 2007, between the Company and Bank of America, National 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 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 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 as of [________] October 1, 20 2007 (the "Pooling Agreement"), among the Company, as depositor, [__________________]Saxon 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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]November 5, 20 2007, among Banc of America Securities LLC, as Initial Purchaser and the Company (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. Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ 803,217,000 aggregate Certificate Principal Balance of its Asset-Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Class Certificate Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7B, 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 fund consisting primarily of two three pools of fixed and adjustable-rate mortgage loans, 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 as of [________] October 1, 20 2006, between the Company and Bank of America, National 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 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 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 as of [________] October 1, 20 2006 (the "Pooling Agreement"), among the Company, as depositor, [__________________]Option 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]November 14, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and the Company (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. Xxxxx Backed Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $______________ 618,218,285 aggregate Class Certificate Principal Balance of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances, Initial Notional Amounts or Maximum Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances within such range to be determined by the Company in its sole discretionBalances, Initial Notional Amounts or Maximum Initial Class Certificate Balances). The Offered Certificates, together with the Class M-73-B-4, Class CE3-B-5, Class P3-B-6, Class R X-B-4, X-B-5 and Class RX-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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loans, loans having original terms to maturity of approximately 240 to approximately 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 as of [________] 1August 30, 20 2007, by and between the Company Company, as purchaser, and Bank of America, National 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 segregated pool of assets consisting certain of the Mortgage Loans and certain other related assets of the Trust Estate as 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 as of [________] 1August 30, 20 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, [__________________]U.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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]August 30, 20 2007, among Banc of America Securities LLCby and between BAS, as Initial Purchaser purchaser, and the Company (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. Xxxxx Backed Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $______________ 967,220,100 aggregate Class Certificate Principal Balance of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balances) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balances) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7X-B-4, Class CEX-B-5, Class P, Class R X-B-6 and Class R-X 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-fully amortizing adjustable interest rate mortgage loans, loans having original terms to maturity of 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 as of [________] 1May 31, 20 2007, by and between the Company Company, as purchaser, and Bank of America, National 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 segregated pool of assets consisting certain of the Mortgage Loans and certain other related assets of the Trust Estate as 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 as of [________] 1May 31, 20 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, [__________________]U.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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]May 31, 20 2007, among Banc of America Securities LLCby and between BAS, as Initial Purchaser purchaser, and the Company (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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 504,803,622 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance or Initial Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans having original terms to maturity of not more than 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 as of [________] 1October 30, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1October 30, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]October 30, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ 1,026,972,000.00 aggregate Certificate Principal Balance of its Asset-Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Class Certificate Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7B, 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 fund consisting primarily of two three pools of fixed and adjustable-rate mortgage loans, 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 as of [________] July 1, 20 2006, between the Company and Bank of America, National 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 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 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 as of [________] July 1, 20 2006 (the "Pooling Agreement"), among the Company, as depositor, [__________________]Option 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]August 10, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and the Company (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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 320,847,680 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans having original terms to maturity of not more than 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 as of [________] 1May 25, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1May 25, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]May 25, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 757,964,100.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans having original terms to maturity of not more than 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 as of [________] 1October 30, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1October 30, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]October 30, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $______________ 985,945,205 aggregate Class Certificate Principal Balance of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7B-4, Class CEB-5, Class PB-6, Class R T-B-1, Class CE and Class R-X 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loans, loans having original terms to maturity of approximately 120 to approximately 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 as of [________] 1February 27, 20 2007, by and between the Company Company, as purchaser, and Bank of America, National 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 segregated pool of assets consisting certain of the Mortgage Loans and certain other related assets of the Trust Estate as 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 as of [________] 1February 27, 20 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, [__________________]U.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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]February 27, 20 2007, among Banc of America Securities LLCby and between BAS, as Initial Purchaser purchaser, and the Company (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. Xxxxx Backed Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $______________ 289,557,483 aggregate Class Certificate Principal Balance of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original aggregate initial Class Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original initial Class Certificate Principal Balances Balance or Initial Notional Amount (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loans, loans having original terms to maturity of approximately 240 to approximately 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 as of [________] 1June 29, 20 2006, by and between the Company Company, as purchaser and Bank of America, National 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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as 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 as of [________] 1June 29, 20 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, [__________________], 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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]June 29, 20 2006, among Banc of America Securities LLCbetween BAS, as Initial Purchaser purchaser and the Company (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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 416,134,248.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial 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 Original Initial Class Certificate Principal Balances 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 the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1April 27, 20 2007, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1April 27, 20 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 AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]April 27, 20 2007, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 10,307,000.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R nine classes of senior certificates and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-adjustable interest rate mortgage loansloans 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 as of [________] 1January 27, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1January 27, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and Agreement, the purchase underwriting agreement, to be dated [________]January 25, 20 2006, among Banc of America Securities LLC, as Initial Purchaser 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 "Purchase Agreement") 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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-adjustable interest rate mortgage loans, loans having original terms to maturity of not more than _____ 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 as of [_______ __] 1_, 20 200__, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [______ ___] 1, 20 200___ (the "Pooling Agreement"), among the Company, as depositor, [BANA, as servicer (the "Servicer"), and __________________], as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [______ ___], 20 200__, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $______________ 1,512,236,100 aggregate Class Certificate Principal Balance of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original aggregate initial Class Certificate Principal Balances or Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original initial Class Certificate Principal Balances Balance or Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7S-B-5, Class CES-B-6, Class PS-B-7, Class R N-B-4, Class N-B-5, Class N-B-6 and Class R-X 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-adjustable interest rate mortgage loans, loans having original terms to maturity of approximately 360 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 as of [________] 1November 30, 20 , 2006 by and between the Company Company, as purchaser and Bank of America, National 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 segregated pool of assets consisting certain of the Mortgage Loans and certain other related assets of the Trust Estate as 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 as of [________] 1November 30, 20 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, [__________________]U.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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]November 30, 20 2006, among Banc of America Securities LLCby and between BAS, as Initial Purchaser purchaser, and the Company (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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 412,834,805 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1April 27, 20 2006, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1April 27, 20 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]April 27, 20 2006, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $______________ 330,665,100 aggregate Class Certificate Principal Balance of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7B-1, Class CE, Class P, Class R CE and Class R-X 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loans, loans having original terms to maturity of approximately 180 to approximately 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 as of [________] 1November 29, 20 , 2006 by and between the Company Company, as purchaser and Bank of America, National 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 segregated pool of assets consisting certain of the Mortgage Loans and certain other related assets of the Trust Estate as 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 as of [________] 1November 29, 20 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, [__________________]U.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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]November 29, 20 2006, among Banc of America Securities LLCby and between BAS, as Initial Purchaser purchaser, and the Company (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. Xxxxx Backed Funding CorporationXxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $______________ aggregate Certificate Principal Balance 630,111,123.00 principal amount of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial 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 Original Initial Class Certificate Principal Balances 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 the Class M-7, Class CE, Class P, Class R and Class R-X Certificates 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-interest rate mortgage loansloans 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 as of [________] 1August 30, 20 2007, between the Company and Bank of America, National AssociationAssociation ("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 segregated pool of assets consisting of the Mortgage Loans and certain other related assets Trust Estate as multiple 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 as of [________] 1August 30, 20 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 AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]August 30, 20 2007, among Banc of America Securities LLC, as Initial Purchaser and Purchaser, the Company (the "Purchase Agreement") 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. Xxxxx Backed Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $______________ 716,215,000 aggregate Class Certificate Principal Balance of its AssetMortgage Pass-Backed Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Original Initial Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Initial Class Certificate Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class M-7, Class CE, Class P, CE and 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 fund estate (the "Trust Estate") consisting primarily of two pools a pool of fixed and adjustable-adjustable interest rate mortgage loans, loans having original terms to maturity of 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 as of [________] 1January 31, 20 , 2007 by and between the Company Company, as purchaser, and Bank of America, National 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 segregated pool of assets consisting certain of the Mortgage Loans and certain other related assets of the Trust Estate as 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 as of [________] 1January 31, 20 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, [__________________]U.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 Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated [________]January 31, 20 2007, among Banc of America Securities LLCby and between BAS, as Initial Purchaser purchaser, and the Company (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.