Common use of Xxxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxxx. 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 Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage 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"), dated January 31, 2007 by and between the 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 certain of the 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, dated January 31, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") xxx as securities administrator (the "Securities Administrator"). The Offered 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, 2007, by and between BAS, as 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. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 667,278,000 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31September 28, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31September 28, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31September 28, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 332,758,443 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate 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 CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31December 28, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31December 28, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31December 28, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 393,967,243.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31May 30, 2007 by and 2007, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31May 30, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated January 31May 30, 2007, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $716,215,000 289,557,483 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the aggregate initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise initial Class Certificate Balance or Initial Notional Amount (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances Balance) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 240 to approximately 480 360 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"), dated January 31June 29, 2007 2006, by and between the Company, as purchaser, 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 certain of the 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, dated January 31June 29, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") xxx xxd as securities administrator (the "Securities Administrator"), and U.S. Bank National Association, as trustee (the "Trustee"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated January 31June 29, 20072006, by and between BAS, as 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. Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $716,215,000 833,104,601 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC 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 Initial Class Certificate 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 1-B-4, Class 1-B-5, Class 1-B-6, Class T-B-1, Class CE and Class R P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 180 to approximately 480 360 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"), dated January 3130, 2007 by and between the 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 certain of the 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, dated January 3130, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") xxx and as securities administrator (the "Securities Administrator"). The Offered 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 3130, 2007, by and between BAS, as 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. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 412,834,805 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31April 27, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31April 27, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31April 27, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 300,937,251.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31April 27, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31April 27, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31April 27, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 320,847,680 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately not more than 480 months months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated January 31May 25, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31May 25, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31May 25, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 1,022,186,548.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate 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 CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31February 27, 2007 by and 2007, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31February 27, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31February 27, 2007, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. 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 1,512,236,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial aggregate initial Class Certificate Balances or Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial initial Class Certificate 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 CE S-B-5, Class S-B-6, Class S-B-7, Class N-B-4, Class N-B-5, Class N-B-6 and Class R CE Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 288 360 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"), dated January 31November 30, 2007 2006 by and between the Company, as purchaser, 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 certain of the 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, dated January 31November 30, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master ServicerServicxx") xxx and as securities administrator (the "Securities Administrator"). The Offered 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 31November 30, 20072006, by and between BAS, as 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. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 416,134,248.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate 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 CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31April 27, 2007 by and 2007, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31April 27, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated January 31April 27, 2007, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 1,026,972,000.00 aggregate Class Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Original Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial 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 CE B, Class CE, Class P, Class R and Class R R-X Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") fund consisting primarily of a pool three pools of adjustable interest fixed and adjustable-rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31as of July 1, 2007 by and 2006, between the Company, as purchaser, Company 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 (exclusive of the arrangements intended to protect against basis risk for certain of the assets of certificates, the Trust Estate 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 January 31as of July 1, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationOption One Mortgage Corporation, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31August 10, 20072006, by and between BASamong Banc of America Securities LLC, as purchaser, 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. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 757,964,100.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately not more than 480 months months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated January 31October 30, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31October 30, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31October 30, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") approximately $716,215,000 436,364,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances within such range to be determined by the Company in its sole discretionBalances). The Offered Certificates, together with the Class CE and Class R P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 180 to approximately 480 360 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"), dated January July 31, 2007 2007, by and between the 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 certain of the 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, dated January July 31, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and Wells Fargo BankCitiMortgage, N.A.Inc., as master servicer (the "Master Servicer") xxx ), and Citibank, N.A., as securities administrator (the "Securities Administrator"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated January July 31, 2007, by and between BAS, as 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. Xxxx of America Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 803,217,000 aggregate Class Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Original Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial 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 CE B, Class CE, Class P, Class R and Class R R-X Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") fund consisting primarily of a pool three pools of adjustable interest fixed and adjustable-rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31as of October 1, 2007 by and 2006, between the Company, as purchaser, Company 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 (exclusive of the arrangements intended to protect against basis risk for certain of the assets of certificates, the Trust Estate 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 January 31as of October 1, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationOption One Mortgage Corporation, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31November 14, 20072006, by and between BASamong Banc of America Securities LLC, as purchaser, 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. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 324,949,786.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately not more than 480 months months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated January 31June 29, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31June 29, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31June 29, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 440,607,505.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31February 27, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31February 27, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31February 27, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 351,226,918.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate 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 CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31March 29, 2007 by and 2007, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31March 29, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated January 31March 29, 2007, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 305,688,755 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate 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 CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately not more than 480 months months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated January 31June 29, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31June 29, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31June 29, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 847,972,100.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate 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 CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 3128, 2007 by and 2008, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 3128, 2007 2008 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), LaSalle Bank National Association, as securities administrator (the "Securities Administrator"), and U.S. Bank National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") xxx as securities administrator (the "Securities Administrator"). The Offered 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 3128, 20072008, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 504,803,622 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate 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 CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately not more than 480 months months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated January 31October 30, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31October 30, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31October 30, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $716,215,000 1,386,432,000 aggregate Class Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Original Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Original Certificate Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE B, Class CE, Class P, Class R and Class R Certificates R-X (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed and adjustable interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months as described in Schedule I (the "Initial Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated January 31as of November 1, 2007 2006 by and between the Company, as purchaser, purchaser and Bank of America, National Association, as sellerseller 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 certain of the assets of the Trust Estate (exclusive of the arrangements intended to protect against basis risk for certain of the Certificates, the Cap Carryover Reserve Account, the Supplemental Interest Trust, the Interest Rate Swap Agreement, the Swap Account, the Additional Mortgage Loan Interest, the Pre-Funding Accounts and certain other assets specified in the Pooling and Servicing Agreement) as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated January 31as of November 1, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank Option One Mortgage Corporation, as a servicer ("Option One"), JPMorgan Chase Bank, National Association, as trustee a servicer (the "TrusteeJPM Chase Bank"), Litton Loan Servicing LP, as a servicer ("Litton," and Wells togethex xxxh Option One and JPM Chase Bank, the "Xxxxxxers," and each of Litton, Option One and JPM Chase Bank individually, a "Servicer"), Xxlls Fargo Bank, N.A., as master servicer (the "Master ServicerServixxx") xxx as and securities administrator (the "Securities Administrator"), and U.S. Bank National Association, as trustee (the "Trustee"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, and the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated January 31, 2007, by and between BAS, as 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. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 337,898,035.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31September 28, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31September 28, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31September 28, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $716,215,000 985,945,205 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC 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 Initial Class Certificate 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 B-4, Class B-5, Class B-6, Class T-B-1, Class CE and Class R P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 120 to approximately 480 360 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"), dated January 31February 27, 2007 2007, by and between the 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 certain of the 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, dated January 31February 27, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master ServicerServicex") xxx and as securities administrator (the "Securities Administrator"). The Offered 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 31February 27, 2007, by and between BAS, as 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. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 630,111,123.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate 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 CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31August 30, 2007 by and 2007, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31August 30, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated January 31August 30, 2007, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance ______________ principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 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 January 31_______ ___, 2007 by and 200__, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31______ ___, 2007 200___ (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as servicer (the "Servicer"), and _________________, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") xxx as securities administrator (the "Securities Administrator"). The Offered 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______ ___, 2007200__, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 10,307,000.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE nine classes of senior certificates and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 3127, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 3127, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and Agreement, the purchase underwriting agreement, to be dated January 3125, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserrepresentative 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 322,541,346.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31March 30, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31March 30, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 31March 30, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC the underwriters named in Schedule I hereto ("BAS" or the "UnderwriterUnderwriters") ), for whom you are acting as representative (the "Representative"), $716,215,000 aggregate Class Certificate Balance 309,988,100.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 3127, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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, dated January 3127, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement Agreement, the subordinate underwriting agreement, dated January 25, 2006, among Banc of America Securities LLC, as underwriter of the public Non-Offered Certificates, the Company and BANA, and the purchase agreement, to be dated January 3127, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $716,215,000 330,665,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class B-1, Class CE and Class R P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 180 to approximately 480 360 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"), dated January 31November 29, 2007 2006 by and between the Company, as purchaser, 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 certain of the 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, dated January 31November 29, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") xxx as securities administrator (the "Securities Administrator"). The Offered 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 31November 29, 20072006, by and between BAS, as 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. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 343,850,036.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE and Class R 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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 3130, 2007 by and 2006, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 3130, 2007 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates Certixxxxxes 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 3130, 20072006, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") approximately $716,215,000 618,218,285 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances, 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 Initial Class Certificate 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 CE 3-B-4, 3-B-5, 3-B-6, X-B-4, X-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 estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 240 to approximately 480 360 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"), dated January 31August 30, 2007 2007, by and between the 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 certain of the 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, dated January 31August 30, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), ) and Wells Fargo Bank, N.A., as master servicer (the "Master ServicerServicxx") xxx and as securities administrator (the "Securities Administrator"). The Offered 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 31August 30, 2007, by and between BAS, as 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. Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") approximately $716,215,000 967,220,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances (or, 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 Initial Class Certificate 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 CE X-B-4, Class X-B-5, Class X-B-6 and Class R CE Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fully amortizing adjustable interest rate mortgage loans having original terms to maturity of approximately 288 180 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"), dated January May 31, 2007 2007, by and between the 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 certain of the 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, dated January May 31, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") xxx xnd as securities administrator (the "Securities Administrator"). The Offered 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 May 31, 2007, by and between BAS, as 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. Xxxx of America Funding CorporationMortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 aggregate Class Certificate Balance 391,009,699.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate 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 CE 2-A-1, Class 2-A-2, Class 2-A-4, Class B-4, Class B-5 and Class R B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31November 29, 2007 by and 2007, between the Company, as purchaser, Company and Bank of America, National Association, as sellerAssociation ("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 certain of the assets of the 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 January 31November 29, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National AssociationBANA, as trustee servicer (the "TrusteeServicer"), and Wells Fargo Bank, N.A., as master servicer trustee (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorTrustee"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated January 31November 29, 2007, by and between BASamong Banc of America Securities LLC, as purchaserPurchaser, and 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 and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") ), $716,215,000 1,421,335,000 aggregate Class Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Original Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Original Certificate Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class CE B-1, Class CE, Class P, Class R and Class R R-X Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") fund consisting primarily of a pool two pools of adjustable interest fixed and adjustable-rate mortgage loans having original terms to maturity of approximately 288 to approximately 480 months 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 January 31as of October 1, 2007 by and 2007, between the Company, as purchaser, Company 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 (exclusive of the arrangements intended to protect against basis risk for certain of the assets of certificates, the Trust Estate 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 January 31as of October 1, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank Saxon Mortgage Services, Inc., as servicer (the "Servicer"), Wells Fargo Bank, N.A. ("Wells Fargo"), as master servicer and securixxxx administrator, and U.X. Xank National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") xxx as securities administrator (the "Securities Administrator"). The Offered 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 31November 5, 2007, by and between BASamong Banc of America Securities LLC, as purchaser, 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. Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") approximately $716,215,000 535,702,242 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate 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 Initial Class Certificate 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 CE X-B-4, Class X-B-5, Class X-B-6, Class 7-B-4, Class 7-B-5 and Class R 7-B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable fixed interest rate mortgage loans having original terms to maturity of approximately 288 120 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"), dated January 31June 29, 2007 2007, by and between the 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 certain of the 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, dated January 31June 29, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank of America, National Association, as servicer (the "Servicer"), Wells Fargo Bank, N.A., as trustee (the "Trustee"), ) and Wells Fargo Bank, N.A.U.S. Bank Xxxional Association, as master servicer custodian (the "Master Servicer") xxx as securities administrator (the "Securities AdministratorCustodian"). The Offered 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 31June 29, 2007, by and between BAS, as 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.