BANC OF AMERICA FUNDING CORPORATION, as Depositor, LASALLE BANK NATIONAL ASSOCIATION, as Master Servicer and as Securities Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Trustee POOLING AND SERVICING AGREEMENT Dated May 30, 2008 Mortgage...

EXECUTION COPY

Exhibit 4.1

BANC OF AMERICA FUNDING CORPORATION,

as Depositor,

LASALLE BANK NATIONAL ASSOCIATION,

as Master Servicer and as Securities Administrator,

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

POOLING AND SERVICING AGREEMENT

Dated May 30, 2008

________________________________

Mortgage Pass-Through Certificates

Series 2008-1

TABLE OF CONTENTS

Page

ARTICLE I  DEFINITIONS		5
Section 1.01	Defined Terms	5
Section 1.02	Interest Calculations	42
ARTICLE II  CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF CERTIFICATES		42
Section 2.01	Conveyance of Mortgage Loans	42
Section 2.02	Acceptance by the Trustee or Custodian of the Mortgage Loans	47
Section 2.03	Representations, Warranties and Covenants of the Master Servicer	52
Section 2.04	Representations and Warranties of the Depositor as to the Mortgage Loans	53
Section 2.05	Designation of Interests in the REMICs	54
Section 2.06	Designation of Start-up Day	54
Section 2.07	REMIC Certificate Maturity Date	55
Section 2.08	Execution and Delivery of Certificates	55
Section 2.09	Establishment of the Trust	55
Section 2.10	Purpose and Powers of the Trust	55
Section 2.11	Rights of the NIMS Insurer	56
ARTICLE III  ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS		56
Section 3.01	Master Servicing of the Mortgage Loans	56
Section 3.02	Monitoring of Servicers	57
Section 3.03	Fidelity Bond; Errors and Omissions Insurance	59
Section 3.04	Access to Certain Documentation	59
Section 3.05	Maintenance of Primary Mortgage Insurance Policy; Claims	59
Section 3.06	Rights of the Depositor, the Securities Administrator and the Trustee in Respect of the Master Servicer	60
Section 3.07	Trustee to Act as Master Servicer	60
Section 3.08	Servicer Custodial Accounts and Escrow Accounts	61
Section 3.09	Collection of Mortgage Loan Payments; Master Servicer Custodial Account, Certificate Account and Cap Carryover Reserve Account	61
Section 3.10	Access to Certain Documentation and Information Regarding the Mortgage Loans	64
Section 3.11	Permitted Withdrawals from the Certificate Account and the Master Servicer Custodial Account	65
Section 3.12	Maintenance of Hazard Insurance and Other Insurance	66
Section 3.13	Presentment of Claims and Collection of Proceeds	67
Section 3.14	Enforcement of Due-On-Sale Clauses; Assumption Agreements	67
Section 3.15	Realization Upon Defaulted Mortgage Loans; REO Property	67

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Section 3.16	Trustee to Cooperate; Release of Mortgage Files	69
Section 3.17	Documents, Records and Funds in Possession of the Master Servicer to be Held for the Trustee	70
Section 3.18	Master Servicer Compensation	71
Section 3.19	Advances	71
Section 3.20	Annual Statement as to Compliance	71
Section 3.21	Assessments of Compliance and Attestation Reports	72
Section 3.22	Reports to the Commission	75
ARTICLE IV  MASTER SERVICER’S CERTIFICATE		82
Section 4.01	Master Servicer’s Certificate	82
ARTICLE V  PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION		82
Section 5.01	Distributions	82
Section 5.02	Priorities of Distributions on the Certificates	83
Section 5.03	Allocation of Losses	90
Section 5.04	Statements to Certificateholders	91
Section 5.05	Tax Returns and Reports to Certificateholders	95
Section 5.06	Tax Matters Person	96
Section 5.07	Rights of the Tax Matters Person in Respect of the Securities Administrator	96
Section 5.08	REMIC and Grantor Trust Related Covenants	96
Section 5.09	[Reserved]	98
Section 5.10	Master Servicer, Securities Administrator and Trustee Indemnification	98
Section 5.11	Grantor Trust Administration	98
ARTICLE VI  THE CERTIFICATES		100
Section 6.01	The Certificates	100
Section 6.02	Registration of Transfer and Exchange of Certificates	100
Section 6.03	Mutilated, Destroyed, Lost or Stolen Certificates	105
Section 6.04	Persons Deemed Owners	105
ARTICLE VII  THE DEPOSITOR AND THE MASTER SERVICER		106
Section 7.01	Respective Liabilities of the Depositor and the Master Servicer	106
Section 7.02	Merger or Consolidation of the Depositor or the Master Servicer	106
Section 7.03	Limitation on Liability of the Depositor, the Master Servicer and Others	107
Section 7.04	Depositor and Master Servicer Not to Resign	107
ARTICLE VIII  DEFAULT		108
Section 8.01	Events of Default	108
Section 8.02	Remedies of Trustee	109

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Section 8.03	Directions by Certificateholders and Duties of Trustee During Event of Default	110
Section 8.04	Action upon Certain Failures of the Master Servicer and upon Event of Default	110
Section 8.05	Trustee to Act; Appointment of Successor	110
Section 8.06	Notification to Certificateholders	112
ARTICLE IX  THE TRUSTEE AND THE SECURITIES ADMINISTRATOR		112
Section 9.01	Duties of Trustee and Securities Administrator	112
Section 9.02	Certain Matters Affecting the Trustee and the Securities Administrator	115
Section 9.03	Neither Trustee nor Securities Administrator Liable for Certificates or Mortgage Loans	116
Section 9.04	Trustee and Securities Administrator May Own Certificates	117
Section 9.05	Eligibility Requirements for Trustee and the Securities Administrator	117
Section 9.06	Resignation and Removal of Trustee and the Securities Administrator	118
Section 9.07	Successor Trustee or Securities Administrator	119
Section 9.08	Merger or Consolidation of Trustee or Securities Administrator	121
Section 9.09	Appointment of Co-Trustee or Separate Trustee	121
Section 9.10	Authenticating Agents	122
Section 9.11	Securities Administrator’s Fees and Expenses and Trustee’s Fees and Expenses	123
Section 9.12	Appointment of Custodian	124
Section 9.13	Paying Agents	124
Section 9.14	Limitation of Liability	125
Section 9.15	Trustee or Securities Administrator May Enforce Claims Without Possession of Certificates	125
Section 9.16	Suits for Enforcement	126
Section 9.17	Waiver of Bond Requirement	126
Section 9.18	Waiver of Inventory, Accounting and Appraisal Requirement	126
ARTICLE X  TERMINATION		126
Section 10.01	Termination upon Purchase or Liquidation of All Mortgage Loans	126
Section 10.02	Additional Termination Requirements	128
ARTICLE XI  MISCELLANEOUS PROVISIONS		129
Section 11.01	Amendment	129
Section 11.02	Recordation of Agreement; Counterparts	131
Section 11.03	Limitation on Rights of Certificateholders	131
Section 11.04	Governing Law	132
Section 11.05	Notices	132
Section 11.06	Severability of Provisions	133
Section 11.07	Certificates Nonassessable and Fully Paid	133
Section 11.08	Access to List of Certificateholders	133
Section 11.09	Recharacterization	134

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Section 11.10	Regulation AB Compliance; Intent of the Parties; Reasonableness	134
Section 11.11	Third Party Beneficiary	135
Section 11.12	Insolvency	135

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EXHIBITS

Exhibit A-AR	Form of Face of Class A-R Certificate
Exhibit A-A1	Form of Face of Class A-1 Certificate
Exhibit A-A2	Form of Face of Class A-2 Certificate
Exhibit B-M1	Form of Face of Class M-1 Certificate
Exhibit B-M2	Form of Face of Class M-2 Certificate
Exhibit B-M3	Form of Face of Class M-3 Certificate
Exhibit B-M4	Form of Face of Class M-4 Certificate
Exhibit B-M5	Form of Face of Class M-5 Certificate
Exhibit B-M6	Form of Face of Class M-6 Certificate
Exhibit B-M7	Form of Face of Class M-7 Certificate
Exhibit B-M8	Form of Face of Class M-8 Certificate
Exhibit B-M9	Form of Face of Class M-9 Certificate
Exhibit B-CE	Form of Face of Class CE Certificate
Exhibit B-P	Form of Face of Class P Certificate
Exhibit C	Form of Reverse of all Certificates
Exhibit D	Mortgage Loan Schedule
Exhibit E	Request for Release of Documents
Exhibit F	Form of Certification of Establishment of Account
Exhibit G-1	Form of Transferor’s Certificate
Exhibit G-2	Form of Transferee’s Certificate
Exhibit H	Form of Transferee Representation Letter for ERISA Restricted Certificates
Exhibit I	Form of Affidavit Regarding Transfer of Residual Certificate
Exhibit J	List of Recordation States
Exhibit K	Form of Initial Certification
Exhibit L	Form of Final Certification
Exhibit M	Form of Xxxxxxxx-Xxxxx Certification
Exhibit N	Relevant Servicing Criteria
Exhibit O	Additional Form 10-D Disclosure
Exhibit P	Additional Form 10-K Disclosure
Exhibit Q	Form 8-K Disclosure Information
Exhibit R	Form of Back-up Certification
Exhibit S	Form of Additional Disclosure Notification
Exhibit T	Form of Transferor Certificate for Residual Certificate

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POOLING AND SERVICING AGREEMENT

THIS POOLING AND SERVICING AGREEMENT, dated May 30, 2008, is hereby executed by and among BANC OF AMERICA FUNDING CORPORATION, as depositor (together with its permitted successors and assigns, the “Depositor”), LASALLE BANK NATIONAL ASSOCIATION, as master servicer (together with its permitted successors and assigns, in such capacity, the “Master Servicer”) and as securities administrator (together with its permitted successors and assigns, in such capacity, the “Securities Administrator”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (together with its permitted successors and assigns, the “Trustee”).

W I T N E S S E T H  T H A T:

In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator and the Trustee agree as follows:

PRELIMINARY STATEMENT

The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Estate created hereunder.  The Certificates will consist of fourteen Classes of Certificates, designated as (i) Class A-R, Class A-1 and Class A-2 Certificates, (ii) Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, (iii) Class CE Certificates and (iv) Class P Certificates.  The descriptions of the Lower-Tier REMIC and the Upper-Tier REMIC that follow are part of the Preliminary Statement.  Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved pursuant to the terms of Section 11.01 hereof in a manner that preserves the validity of such REMIC elections described below.

Lower-Tier REMIC

As provided herein, the Securities Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (but exclusive of the Cap Carryover Reserve Account) as a real estate mortgage investment conduit (“REMIC”) for federal income tax purposes, and such segregated pool of assets will be designated as the “Lower-Tier REMIC.”  The LR Interest will represent the sole class of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions.  The following table irrevocably sets forth the designation, the Uncertificated Lower-Tier REMIC Pass-Through Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the Uncertificated Lower-Tier Regular Interests.  None of the Uncertificated Lower-Tier Interests will be certificated.

Designations(1)	Initial Uncertificated Balance	Uncertificated Lower-Tier REMIC Pass-Through Rate	Latest Possible Maturity Date(1)
LT-AR	$100.00	Variable(2)	(1)
LT-AA	$270,721,886.96	Variable(2)	(1)
LT-A1	$1,904,720.00	Variable(2)	(1)
LT-A2	$379,840.00	Variable(2)	(1)
LT-M1	$88,400.00	Variable(2)	(1)
LT-M2	$67,680.00	Variable(2)	(1)
LT-M3	$23,480.00	Variable(2)	(1)
LT-M4	$34,530.00	Variable(2)	(1)
LT-M5	$29,000.00	Variable(2)	(1)
LT-M6	$17,960.00	Variable(2)	(1)
LT-M7	$13,810.00	Variable(2)	(1)
LT-M8	$15,190.00	Variable(2)	(1)
LT-M9	$26,240.00	Variable(2)	(1)
LT-ZZ	$2,924,086.47	Variable(2)	(1)
LT-P	$100.00	Variable(2)	(1)

(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the thirteenth month following the scheduled maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Uncertificated Lower-Tier Regular Interest.

(2) Calculated in accordance with the definition of “Uncertificated Lower-Tier REMIC Pass-Through Rate” herein.

The foregoing Lower-Tier REMIC structure is intended to cause all the cash from the Mortgage Loans to flow through the Upper-Tier REMIC as cash flow on an Upper-Tier Regular Interest (other than payment to the Class A-R Certificate in respect of its principal balance), without creating any shortfall, actual or potential (other than for losses), to any Upper-Tier Regular Interest.  To the extent that the structure is believed to diverge from such intention, the party identifying such ambiguity or drafting error shall notify the other parties hereto, and the parties hereto shall attempt to resolve such ambiguity or drafting error in accordance with Section 11.01 hereto.

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Upper-Tier REMIC

As provided herein, the Securities Administrator will make an election to treat the segregated pool of assets consisting of the Uncertificated Lower-Tier Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as the “Upper-Tier REMIC.”  The Class UR Interest will represent the sole class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

The following table irrevocably sets forth (or describes) the Upper-Tier Regular Interest designation, the initial Uncertificated Balance and the Uncertificated Upper-Tier REMIC Pass-Through Rate for each Upper-Tier Regular Interest comprising the “regular interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and, solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each Upper-Tier Regular Interest.

Designation	Initial Uncertificated Balance	Uncertificated Upper-Tier REMIC Pass-Through Rate	Latest Possible Maturity Date(1)
A-1	$190,472,000	Variable(2)	(1)
A-2	$37,984,000	Variable(2)	(1)
M-1	$8,840,000	Variable(2)	(1)
M-2	$6,768,000	Variable(2)	(1)
M-3	$2,348,000	Variable(2)	(1)
M-4	$3,453,000	Variable(2)	(1)
M-5	$2,900,000	Variable(2)	(1)
M-6	$1,796,000	Variable(2)	(1)
M-7	$1,381,000	Variable(2)	(1)
M-8	$1,519,000	Variable(2)	(1)
M-9	$2,624,000	Variable(2)	(1)
CE	(3)	(3)	(1)
P	$100	(4)	(1)

(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the thirteenth month following the scheduled maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Upper-Tier Regular Interest.

(2) Interest will accrue on these Upper-Tier Regular Interests at a per annum rate equal to the lesser of (i) the related Pass-Through Rate of the Corresponding Class of Certificates and (ii) the Net WAC Cap.

(3) Solely for federal income tax purposes, the Class CE Upper-Tier Regular Interest will have an initial Uncertificated Balance equal to the Initial Overcollateralization Amount.  The Class CE Upper-Tier Regular Interest will bear interest at its Pass-Through Rate on its Notional Amount.

(4) The Class P Upper-Tier Regular Interest will not bear interest.  The Class P Upper-Tier Regular Interest will be entitled to all the Prepayment Charges received with respect to the Mortgage Loans.

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SUMMARY OF CERTIFICATES

The following table sets forth characteristics of the Certificates, together with the minimum denominations and integral multiples in excess thereof in which the Classes of Certificates shall be issuable:

Classes	Initial Class Certificate Balance	Certificate Interest Rate	Minimum Denomination	Integral Multiples in Excess of Minimum
Class A-R	$100	(1)	$100	N/A
Class A-1	$190,472,000	6.000%(2)	$1,000	$1
Class A-2	$37,984,000	6.000%(2)	$25,000	$1
Class M-1	$8,840,000	6.000%(2)	$25,000	$1
Class M-2	$6,768,000	6.000%(2)	$25,000	$1
Class M-3	$2,348,000	6.000%(2)	$25,000	$1
Class M-4	$3,453,000	6.000%(2)	$25,000	$1
Class M-5	$2,900,000	6.000%(2)	$25,000	$1
Class M-6	$1,796,000	6.000%(2)	$25,000	$1
Class M-7	$1,381,000	6.000%(2)	$25,000	$1
Class M-8	$1,519,000	6.000%(2)	$25,000	$1
Class M-9	$2,624,000	6.000%(2)	$25,000	$1
Class CE	(3)	(3)	N/A	N/A
Class P	$100	(4)	$10	$1

(1) The Class A-R Certificate will not accrue interest.

(2) Interest will accrue on these Certificates at a per annum rate equal to the lesser of (i) the rate specified in the table above and (ii) the Net WAC Cap.

(3) Solely for federal income tax purposes, the Class CE Certificates will have an initial Class Certificate Balance equal to the Initial Overcollateralization Amount.  The Class CE Certificates will be entitled to 100% of the amount distributed on the Class CE Upper-Tier Regular Interest.

(4) The Class P Certificates will not bear interest.  The Class P Certificates will be entitled to 100% of the amounts distributed on the Class P Upper-Tier Regular Interest.

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ARTICLE I 

DEFINITIONS

Section 1.01 Defined Terms.

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article:

10-K Filing Deadline:  As defined in Section 3.22(c).

1933 Act:  The Securities Act of 1933, as amended.

60+ Day Delinquent Loan: For each Distribution Date (i) each Mortgage Loan in foreclosure, (ii) each Mortgage Loan relating to an REO Property, (iii) each Mortgage Loan repurchased or modified in the previous twelve months, (iv) each Mortgage Loan for which the Mortgagor has filed for bankruptcy after the Closing Date (but excluding any Mortgage Loan included in clause (v)) and (v) each Mortgage Loan with respect to which any portion of a Monthly Payment is, as of the Due Date in the prior calendar month, two months or more past due.

Accrued Certificate Interest:  For any Distribution Date and each Class of Certificates entitled to distributions of interest, one month’s interest accrued during the related Interest Accrual Period at the applicable Certificate Interest Rate on the applicable Class Certificate Balance minus such Class’ Interest Percentage of Relief Act Reductions related to any Mortgage Loan for such Distribution Date.

Additional Disclosure Notification:  The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached hereto as Exhibit S.

Additional Form 10-D Disclosure:  As defined in Section 3.22(b).

Additional Form 10-K Disclosure:  As defined in Section 3.22(c).

Additional Servicer:  A Subcontractor engaged by the Master Servicer or the Securities Administrator that is a “servicer” within the meaning of Item 1101 of Regulation AB and meets any of the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

Adjustable-Rate Mortgage Loan:  A Mortgage Loan which has a rate at which interest accrues that adjusts based on the Index plus a related Gross Margin, as set forth and subject to the limitations in the related Mortgage Note.

Administrative Fee Rate:  With respect to each Mortgage Loan, an amount equal to the sum of (a) the related Servicing Fee Rate, (b) the Master Servicing Fee Rate and (c) the related LPMI Premium Rate, if any.

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Administrative Fees:  The sum of (a) the related Servicing Fee, (b) the Master Servicing Fee and (c) with respect to any Mortgage Loan covered by an LPMI Policy, a fee based on the LPMI Premium Rate.

Advance:  A Periodic Advance or a Servicing Advance.

Agreement:  This Pooling and Servicing Agreement together with all amendments hereof and supplements hereto.

American Home:  American Home Mortgage Servicing, Inc., a Delaware corporation, in its capacity as servicer under the American Home Servicing Agreement.

America Home Servicing Agreement:  Collectively, (i) that certain Master Bulk Sale and Servicing Agreement, dated as of June 1, 2007, by and among BANA, American Home Mortgage Corp. and American Home, as successor to American Home Mortgage Servicing Inc., a Maryland corporation, and (ii) the Assignment, Assumption and Recognition Agreement, dated May 30, 2008, by and among BANA, the Depositor, the Trustee, the Master Servicer and American Home.

Applied Realized Loss Amount:  With respect to each Distribution Date, the excess, if any, of (a) the aggregate of the Class Certificate Balances of the Certificates (after taking into account the distribution of the Principal Distribution Amount) on such Distribution Date and any increase in the Class Certificate Balance of a Class of Certificates as a result of Recoveries) over (b) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period.

Appraised Value:  With respect to any Mortgaged Property, either (i) the lesser of (a) the appraised value determined in an appraisal obtained by the originator generally no more than four months prior to origination (or, with respect to newly constructed properties, no more than twelve months prior to origination) of such Mortgage Loan or, in certain cases, an automated valuation model (if applicable) or tax assessed value and (b) the sales price for such property, except that, in the case of Mortgage Loans the proceeds of which were used to refinance an existing mortgage loan, the Appraised Value of the related Mortgaged Property is the appraised value thereof determined in an appraisal obtained at the time of refinancing or, in certain cases, an automated valuation model (if applicable) or tax assessed value, or (ii) the appraised value determined in an appraisal made at the request of a Mortgagor subsequent to origination in order to eliminate the Mortgagor’s obligation to keep a Primary Mortgage Insurance Policy in force.

Assessment of Compliance:  As defined in Section 3.21(a).

Assignment of Mortgage:  An individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to give record notice of the sale of the Mortgage.

Attestation Report:  As defined in Section 3.21(b).

Authenticating Agents:  As defined in Section 9.10.

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Back-up Certification:  As defined in Section 3.22(e).

BAFC:  Banc of America Funding Corporation.

BAMCC:  Banc of America Mortgage Capital Corporation.

BANA:  Bank of America, National Association, a national banking association, or its successor in interest.

BANA Servicing Agreement:  The Servicing Agreement, dated May 30, 2008, by and between BAFC, as depositor, and BANA, as servicer.

BBA:  As defined in Section 5.09.

Book-Entry Certificate:  All Classes of Certificates other than the Physical Certificates; provided, however, a Holder of 100% Percentage Interest in the Class A-2 Certificates or Mezzanine Certificates may request that the Securities Administrator exchange their Definitive Certificates for Book-Entry Certificates.

BPP Mortgage Loan:  Any Mortgage Loan which includes a Borrowers Protection Plan® addendum to the related Mortgage Note whereby BANA agrees to cancel (i) certain payments of principal and interest on such Mortgage Loan for up to twelve months upon the disability or involuntary unemployment of the Mortgagor or (ii) the outstanding principal balance of the Mortgage Loan upon the accidental death of the Mortgagor; provided that such Borrowers Protection Plan® has not been terminated in accordance with its terms.

BPP Mortgage Loan Payment:  With respect to any BPP Mortgage Loan, the Monthly Covered Amount or Total Covered Amount, if any, payable by BANA pursuant to Section 7(b) of the Mortgage Loan Purchase Agreement.

Business Day:  Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of North Carolina, the State of New York, the states in which the servicing offices of any Servicer are located, the state or states in which the master servicing offices of the Master Servicer are located or the state or states in which the Corporate Trust Offices of the Trustee and the Securities Administrator are located are required or authorized by law or executive order to be closed.

Cap Carryover Amount:  If on any Distribution Date, the Accrued Certificate Interest for any Class of Certificates (other than the Class P and Class A-R Certificates) is based on the Net WAC Cap, the excess of (i) the amount of interest such Class would have been entitled to receive on such Distribution Date based on its Pass-Through Rate over (ii) the amount of interest such Class received on such Distribution Date based on the Net WAC Cap, together with the unpaid portion of any such excess from prior Distribution Dates (and interest accrued thereon at the then-applicable Pass-Through Rate on such Class without regard to the Net WAC Cap).

Cap Carryover Reserve Account:  The Eligible Account created and maintained by the Securities Administrator pursuant to Section 3.09(i) in the name of the Securities Administrator, on behalf of the Trustee, for the benefit of the Holders of the Certificates (other than the Class P

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and Class A-R Certificates) and designated “LaSalle Bank National Association, as Securities Administrator for U.S. Bank National Association, as Trustee, in trust for registered holders of Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series 2008-1.”  Funds in the Cap Carryover Reserve Account shall be held in trust for the Holders of the Certificates (other than the Class P and Class A-R Certificates) for the uses and purposes set forth in this Agreement.  Funds in the Cap Carryover Reserve Account shall be held uninvested.  The Cap Carryover Reserve Account shall not be an asset of any REMIC formed under this Agreement.

Capitalization Reimbursement Amount:  As of any date, the amount of any Advances that have been added to the Stated Principal Balance of a Mortgage Loan in connection with a Servicer Modification.

Certificate:  Any of the Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series 2008-1 that are issued pursuant to this Agreement.

Certificate Account:  The Eligible Account created and maintained by the Securities Administrator pursuant to Section 3.09(b) in the name of the Securities Administrator, on behalf of the Trustee, for the benefit of the Certificateholders and designated “LaSalle Bank National Association, as Securities Administrator for U.S. Bank National Association, as Trustee, in trust for registered holders of Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series 2008-1.”  The Certificate Account shall be deemed to consist of two sub-accounts; one for each of the Lower-Tier Certificate Sub-Account and the Upper-Tier Certificate Sub-Account.  Funds in the Certificate Account shall be held in trust for the Holders of the Certificates for the uses and purposes set forth in this Agreement.

Certificate Balance:  With respect to any Certificate at any date (other than the Class CE Certificate), the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the product of the Percentage Interest of such Certificate and the Class Certificate Balance of the Class of Certificates of which such Certificate is a part.

Certificate Custodian:  Initially, LaSalle Bank National Association; thereafter any other Certificate Custodian acceptable to the Depository and selected by the Securities Administrator.

Certificate Interest Rate:  With respect to each Class of Certificates, the per annum rate set forth or calculated in the table under the caption “Summary of Certificates” in the Preliminary Statement.

Certificate Owner:  With respect to a Book-Entry Certificate, the Person who is the beneficial owner of a Book-Entry Certificate.  With respect to any Definitive Certificate, the Certificateholder of such Certificate.

Certificate Register:  The register maintained pursuant to Section 6.02.

Certificate Registrar:  The registrar appointed pursuant to Section 6.02.

Certificateholder:  The Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement,

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any Certificate registered in the name of the Depositor, the Master Servicer or any affiliate thereof shall be deemed not to be outstanding and the Percentage Interest and Voting Rights evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests or Voting Rights, as the case may be, necessary to effect any such consent has been obtained, unless such entity is the registered owner of the entire Class of Certificates, provided that neither the Securities Administrator nor the Trustee shall be responsible for knowing that any Certificate is registered in the name of an affiliate of the Depositor or the Master Servicer unless one of its Responsible Officers has actual knowledge thereof.

Certification Parties:  As defined in Section 3.22(e).

Certifying Person:  As defined in Section 3.22(e).

CHL:  Countrywide Home Loans, Inc.

Class:  As to the Certificates, the Class A-R, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class CE and Class P Certificates, as the case may be.

Class A-R Certificate:  The Class A-R Certificate, which represents the ownership of the Class UR Interest and the Class LR Interest.

Class CE Certificates:  The Class CE Certificates, which represent (i) the corresponding Upper-Tier Regular Interest for purposes of the REMIC Provisions, (ii) the obligation to pay Cap Carryover Amounts and (iii) the right to receive amounts from the Cap Carryover Reserve Account.

Class CE Distributable Amount:  With respect to any Distribution Date, the sum of (i) the interest accrued on the Class CE Upper-Tier Regular Interests at their Pass-Through Rate calculated on their Notional Amount less the amount (without duplication) of Cap Carryover Amounts paid pursuant to Section 5.02(c), (ii) up to any remaining Overcollateralization Release Amounts and (iii) the amounts remaining in the Cap Carryover Reserve Account after the distributions in Section 3.09(i).

Class CE Grantor Trust:  The grantor trust created pursuant to Section 5.11 consisting of any interests in the Cap Carryover Reserve Account beneficially owned by the holders of the Class CE Certificates and rights and obligations with respect thereto. The Class CE Grantor Trust shall not be an asset of any REMIC formed hereunder.

Class Certificate Balance:  With respect to any Class of Certificates (other than the Class CE Certificates) and any date of determination, and subject to Section 5.03(b), the Initial Class Certificate Balance of such Class (a) reduced by the sum of (i) all amounts actually distributed in respect of principal of such Class on all prior Distribution Dates and (ii) Applied Realized Loss Amounts allocated thereto for previous Distribution Dates and (b) increased by any Recoveries allocated to such Class for previous Distribution Dates.

With respect to the Class CE Certificates and any date of determination, and solely for federal income tax purposes, the excess, if any, of the then aggregate Uncertificated Balances of

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the Uncertificated Lower-Tier Interests over the aggregate Class Certificate Balance of the Certificates then outstanding.

Class P Certificates:  The Class P Certificates, which represent (i) the corresponding Upper-Tier Regular Interest for purposes of the REMIC Provisions that are entitled to distributions in respect of their Class Certificate Balance and certain Prepayment Charges and (ii) Originator Prepayment Charge Payment Amounts and Servicer Prepayment Charge Payment Amounts as set forth herein.

Class M-1 Principal Distribution Amount:  As of any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Certificate Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the Class Certificate Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the product of (i) approximately 71.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period and (b) the amount by which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period exceeds the product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Class M-2 Principal Distribution Amount:  As of any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Certificate Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date) and (iii) the Class Certificate Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the product of (i) approximately 76.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period and (b) the amount by which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period exceeds the product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Class M-3 Principal Distribution Amount:  As of any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Certificate Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the class balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv) the class balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the product of (i) approximately 78.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period and (b) the amount by which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period exceeds the product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

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Class M-4 Principal Distribution Amount:  As of any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Certificate Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Certificate Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Certificate Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date) and (v) the Class Certificate Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the product of (i) approximately 80.90% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period and (b) the amount by which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period exceeds the product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Class M-5 Principal Distribution Amount:  As of any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Certificate Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Certificate Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Certificate Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the Class Certificate Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the product of (i) approximately 83.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period and (b) the amount by which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period exceeds the product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Class M-6 Principal Distribution Amount:  As of any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Certificate Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Certificate Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Certificate Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Class Certificate Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii) the Class Certificate Balance of the

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Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the product of (i) approximately 84.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period and (b) the amount by which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period exceeds the product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Class M-7 Principal Distribution Amount:  As of any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Certificate Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Certificate Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Certificate Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Class Certificate Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Class Certificate Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date) and (viii) the Class Certificate Balance of the Class M-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the product of (i) approximately 85.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period and (b) the amount by which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period exceeds the product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Class M-8 Principal Distribution Amount:  As of any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Certificate Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Certificate Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Certificate Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Class Certificate Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Class Certificate Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Class Certificate Balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such Distribution Date) and (ix) the Class Certificate Balance of the Class M-8 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the product of

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(i) approximately 86.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period and (b) the amount by which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period exceeds the product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Class M-9 Principal Distribution Amount:  As of any Distribution Date, the excess of (x) the sum of (i) the aggregate Class Certificate Balance of the Senior Certificates (after taking into account the payment of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Class Certificate Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Class Certificate Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Class Certificate Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Class Certificate Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Class Certificate Balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Class Certificate Balance of the Class M-8 Certificates (after taking into account the payment of the Class M-8 Principal Distribution Amount on such Distribution Date) and (x) the Class Certificate Balance of the Class M-9 Certificates immediately prior to such Distribution Date over (y) the lesser of (a) the product of (i) approximately 88.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period and (b) the amount by which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period exceeds the product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Closing Date:  May 30, 2008.

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

COFI Index:  A rate per annum equal to the monthly weighted-average interest rate paid by 11th Federal Home Loan Bank District savings institutions for savings and checking accounts, advances from the Federal Home Loan Bank of San Francisco, and other sources of funds.

Collection Period:  With respect to any Distribution Date, the period from the second day of the calendar month preceding the month in which such Distribution Date occurs through the first day of the month in which such Distribution Date occurs.

Commission:  The U.S. Securities and Exchange Commission.

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Compensating Interest:  With respect to any Distribution Date and Servicer, an amount equal to the lesser of (a) the aggregate Servicing Fee payable to such Servicer for the Mortgage Loans serviced by such Servicer as of the Due Date of the month preceding the month of such Distribution Date and (b) the aggregate of the Prepayment Interest Shortfalls on the Mortgage Loans serviced by such Servicer resulting from Principal Prepayments on such Mortgage Loans during the related Prepayment Period; provided, however, Compensating Interest payable for any month by BANA will be limited to one-twelfth of 0.2500% of the aggregate Stated Principal Balance of the Mortgage Loans serviced by BANA, calculated as of the Due Date of the month preceding the month of such Distribution Date.

Compliance Statement:  As defined in Section 3.20.

Cooperative:  A private, cooperative housing corporation which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes, among other things, the sale of Cooperative Stock.

Cooperative Apartment:  A dwelling unit in a multi-dwelling building owned or leased by a Cooperative, which unit the Mortgagor has an exclusive right to occupy pursuant to the terms of a proprietary lease or occupancy agreement.

Cooperative Lease:  With respect to a Cooperative Loan, the proprietary lease or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy such apartment.

Cooperative Loans:  Any of the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an assignment or mortgage of the Cooperative Lease, (iv) financing statements and (v) a stock power (or other similar instrument), and ancillary thereto, a Recognition Agreement, each of which was transferred and assigned to the Trust pursuant to Section 2.01.

Cooperative Stock:  With respect to a Cooperative Loan, the single outstanding class of stock, partnership interest or other ownership instrument in the related Cooperative.

Cooperative Stock Certificate:  With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.

Corporate Trust Office:  With respect to the Trustee, the office of the Trustee, which office at the date of the execution of this instrument is located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, Attention:  Corporate Trust Services, BAFC, Series 2008-1, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Securities Administrator and the Master Servicer.  With respect to the Securities Administrator, the principal corporate trust office of the Securities Administrator at which at any particular time its corporate trust business with respect to this Agreement is conducted, which office at the date of the execution of this instrument is located at

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135 South LaSalle Street, Mailcode 1L4-135-15-11, Xxxxxxx, Xxxxxxxx, 00000, Attention: LaSalle Global Trust Services – BAFC 2008-1, or at such other address as the Securities Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Trustee and the Master Servicer.

Corresponding Class or Classes:  The Class of interests in one REMIC created under this Agreement that corresponds to the Class of interests in another REMIC or to a Class of Certificates in the manner set out below:

Uncertificated Lower-Tier Regular Interest	Upper-Tier Regular Interest	Corresponding Class of Certificates
LT-AR	N/A	Class A-R Certificate
LT-A1	Class A-1 Interest	Class A-1 Certificates
LT-A2	Class A-2 Interest	Class A-2 Certificates
LT-M1	Class M-1 Interest	Class M-1 Certificates
LT-M2	Class M-2 Interest	Class M-2 Certificates
LT-M3	Class M-3 Interest	Class M-3 Certificates
LT-M4	Class M-4 Interest	Class M-4 Certificates
LT-M5	Class M-5 Interest	Class M-5 Certificates
LT-M6	Class M-6 Interest	Class M-6 Certificates
LT-M7	Class M-7 Interest	Class M-7 Certificates
LT-M8	Class M-8 Interest	Class M-8 Certificates
LT-M9	Class M-9 Interest	Class M-9 Certificates
LT-P	Class P Interest	Class P Certificates
N/A	Class CE Interest	Class CE Certificates

Countrywide:  Countrywide Home Loans Servicing LP, in its capacity as servicer under the Countrywide Servicing Agreement.

Countrywide Servicing Agreement:  Collectively, (i) the Master Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 2003, by and between BANA (as successor in interest to BAMCC) and CHL, (ii) that certain Amendment No. 1, dated as of July 1, 2003, by and among BAMCC, CHL and BANA, (iii) that certain Amendment No. 2, dated as of September 1, 2004, by and among BAMCC, CHL and BANA, (iv) that certain Amendment Reg. AB to the Master Mortgage Loan Purchase and Servicing Agreement, dated as of January 1, 2006, by and between CHL and BANA, and (v) the Assignment, Assumption and Recognition Agreement, dated May 30, 2008, by and among BANA, the Depositor, the Trustee, the Master Servicer, Countrywide and CHL.

Custodian:  Initially, the Trustee and thereafter any custodian appointed by the Trustee pursuant to Section 9.12. A Custodian may (but need not) be the Trustee or any Person directly or indirectly controlling or controlled by or under common control of either of them.  None of the Master Servicer, any Servicer or the Depositor, or any Person directly or indirectly controlling or controlled by or under common control with any such Person may be appointed Custodian.

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Customary Servicing Procedures:  With respect to (i) any Servicer, procedures (including collection procedures) that a Servicer customarily employs and exercises in servicing and administering mortgage loans for its own account and which are in accordance with accepted mortgage servicing practices of prudent lending institutions servicing mortgage loans of the same type as the Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located and (ii) the Master Servicer, those master servicing procedures that constitute customary and usual standards of practice of prudent mortgage loan master servicers.

Cut-off Date:  May 1, 2008.

Cut-off Date Principal Balance:  The aggregate of the Stated Principal Balances of the Mortgage Loans in the Mortgage Pool as of the Cut-off Date, which is $276,247,023.43.

Debt Service Reduction:  As to any Mortgage Loan and any Determination Date, the excess of (i) the Monthly Payment due on the related Due Date under the terms of such Mortgage Loan over (ii) the amount of the monthly payment of principal and/or interest required to be paid with respect to such Due Date by the Mortgagor as established by a court of competent jurisdiction (pursuant to an order which has become final and nonappealable) as a result of a proceeding initiated by or against the related Mortgagor under the Bankruptcy Code, as amended from time to time (11 U.S.C.); provided that no such excess shall be considered a Debt Service Reduction so long as (a) the Servicer of such Mortgage Loan is pursuing an appeal of the court order giving rise to any such modification and (b)(1) such Mortgage Loan is not in default with respect to payment due thereunder in accordance with the terms of such Mortgage Loan as in effect on the Cut-off Date or (2) Monthly Payments are being advanced by the applicable Servicer, the Master Servicer or the Trustee, as applicable, in accordance with the terms of such Mortgage Loan as in effect on the Cut-off Date.

Defective Mortgage Loan:  Any Mortgage Loan which is required to be cured, repurchased or substituted for pursuant to Sections 2.02 or 2.04.

Deferred Interest:  With respect to any Option ARM Mortgage Loan and the related Due Date, the excess, if any, of the amount of interest accrued on such Option ARM Mortgage Loan from the preceding Due Date to such Due Date over the Monthly Payment for such Due Date.

Deficient Valuation:  As to any Mortgage Loan and any Determination Date, the excess of (i) the then outstanding indebtedness under such Mortgage Loan over (ii) the secured valuation thereof established by a court of competent jurisdiction (pursuant to an order which has become final and nonappealable) as a result of a proceeding initiated by or against the related Mortgagor under the Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which such Mortgagor retained such Mortgaged Property; provided that no such excess shall be considered a Deficient Valuation so long as (a) the applicable Servicer is pursuing an appeal of the court order giving rise to any such modification and (b)(1) such Mortgage Loan is not in default with respect to payments due thereunder in accordance with the terms of such Mortgage Loan as in effect on the Cut-off Date or (2) Monthly Payments are being advanced by the applicable Servicer, the Master Servicer or the Trustee, as applicable, in accordance with the terms of such Mortgage Loan as in effect on the Cut-off Date.

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Definitive Certificates:  As defined in Section 6.02(c)(iii).

Denomination:  The amount, if any, specified on the face of each Certificate representing the principal portion of the Initial Class Certificate Balance evidenced by such Certificate.

Depositor:  Banc of America Funding Corporation, a Delaware corporation, or its successor in interest, as depositor of the Trust Estate.

Depository:  The Depository Trust Company, the nominee of which is Cede & Co., as the registered Holder of the Book-Entry Certificates or any successor thereto appointed in accordance with this Agreement.  The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York.

Depository Participant:  A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Determination Date:  With respect to any Distribution Date and for each Servicer, as defined in the applicable Servicing Agreement.

Distribution Date:  The 25th day of each month beginning in June 2008 (or, if such day is not a Business Day, the next Business Day).

Document Transfer Event:  The 60th day following the day on which either (i) Xxxxx Fargo Bank is no longer the Servicer of any of the Mortgage Loans purchased by the Sponsor from Xxxxx Fargo Bank or (ii) the senior, unsecured long-term debt rating of Xxxxx Fargo & Company is less than “BBB-” by Fitch.

Due Date:  As to any Distribution Date and each Mortgage Loan, the first day in the calendar month of such Distribution Date.

XXXXX:  The Commission’s Electronic Data Gathering and Retrieval System.

Eligible Account:  Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest short-term ratings (or, in the case of S&P, a long-term rating of at least “BBB+” if no short-term rating is available) of each Rating Agency at the time any amounts are held on deposit therein; following a downgrade, withdrawal, or suspension of such institution’s rating, each account should promptly (and in any case within not more than 30 calendar days) be moved to a qualifying institution or to one or more segregated trust accounts in the trust department of such institution, if permitted; (ii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company (including the Trustee, the Master Servicer and the Securities Administrator), acting in its fiduciary capacity; or (iii) any other account acceptable to each Rating Agency.  Eligible Accounts may bear interest and may include, if otherwise qualified under this definition, accounts maintained with the Trustee, the Master Servicer or the Securities Administrator.

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

ERISA Restricted Certificates:  Any of the Class A-R, Class A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class CE and Class P Certificates and any Certificate that no longer meets the applicable rating requirements of an Underwriter’s Exemption.

Escrow Account:  As defined in Section 3.08.

Escrow Payments:  The amounts constituting taxes, assessments, Primary Mortgage Insurance Policy premiums, fire and hazard insurance premiums and other payments as may be required to be escrowed by the Mortgagor with the mortgagee pursuant to the terms of any Mortgage Note or Mortgage.

Events of Default:  As defined in Section 8.01.

Excess Proceeds:  With respect to any Liquidated Mortgage Loan, the amount, if any, by which any Liquidation Proceeds of such Mortgage Loan received in the calendar month in which such Mortgage Loan became a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the applicable Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan pursuant to Section 3.11(a)(iv), exceeds (i) the unpaid principal balance of such Liquidated Mortgage Loan as of the Due Date in the month in which such Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Interest Rate from the Due Date as to which interest was last paid or for which a Periodic Advance was made (and not reimbursed) up to the Due Date applicable to the Distribution Date immediately following the calendar month during which such liquidation occurred.

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

Extra Principal Distribution Amount:  As of any Distribution Date, the lesser of (x) the Monthly Excess Interest Amount for such Distribution Date and (y) the Overcollateralization Deficiency for such Distribution Date.

FDIC:  The Federal Deposit Insurance Corporation, or any successor thereto.

Final Distribution Date:  The Distribution Date on which the final distribution in respect of some or all of the Certificates will be made pursuant to Section 10.01.

Financial Market Service:  Bloomberg LP, Intex Solutions, Inc. and any other financial information provider designated by the Depositor by written notice to the Securities Administrator.

FIRREA:  The Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

Fitch:  Fitch Ratings.

Form 8-K Disclosure Information:  As defined in Section 3.22(d).

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GreenPoint:  GreenPoint Mortgage Funding, Inc., in its capacity as servicer under the GreenPoint Servicing Agreement.

GreenPoint Servicing Agreement:  Collectively, (i) the Flow Sale and Servicing Agreement, dated as of January 1, 2005, by and between BANA and GreenPoint, (ii) that certain Amendment No. 1, dated as of May 1, 2005, by and between the BANA and GreenPoint, (iii) that certain Regulation AB Compliance Addendum to the Flow Sale and Servicing Agreements, dated as of January 1, 2006, by and between BANA and GreenPoint and (iv) the Assignment, Assumption and Recognition Agreement, dated May 30, 2008, by and among BANA, the Depositor, the Trustee, the Master Servicer and GreenPoint.

Gross Margin:  As to each Adjustable-Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note and indicated in the related Mortgage Loan Schedule as the “Gross Margin,” which percentage is added to the Index on each Rate Adjustment Date to determine (subject to rounding, the Periodic Cap, if any, and the Rate Ceiling) the Mortgage Interest Rate on such Mortgage Loan until the next Rate Adjustment Date.

Holder:  A Certificateholder.

Indenture:  An indenture relating to the issuance of net interest margin notes secured entirely or in part by all or a portion of the Class CE or Class P Certificates, which may or may not be guaranteed by the NIMS Insurer.

Independent:  When used with respect to any specified Person means such a Person who (i) is in fact independent of the Depositor, the Trustee, the Securities Administrator, the Master Servicer and the Servicers, (ii) does not have any direct financial interest or any material indirect financial interest in the Depositor, the Trustee, the Securities Administrator, the Master Servicer or the Servicers or in an affiliate of any of them, and (iii) is not connected with the Depositor, the Trustee, the Securities Administrator, the Master Servicer or the Servicers as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.  When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(B) of the Commission’s Regulation S-X.

Index:  As to any Adjustable-Rate Mortgage Loan and Rate Adjustment Date, the One-Year LIBOR Index, the Six-Month LIBOR Index, the COFI Index, the MTA Index or the One-Year CMT Index.  As to any Option ARM Mortgage Loan and Rate Adjustment Date, the COFI Index or the MTA Index.  The Index applicable to each Adjustable-Rate Mortgage Loan or Option ARM Mortgage Loan will be indicated on the related Mortgage Loan Schedule.

Initial Class Certificate Balance:  As to each Class of Certificates (other than the Class CE Certificates), the Class Certificate Balance set forth in the Preliminary Statement.

Initial Overcollateralization Amount:  $16,161,823.43.

Insurance Policy:  With respect to any Mortgage Loan included in the Trust Estate, any Primary Mortgage Insurance Policy or any other insurance policy (including any policy covering any Mortgage Loan or Mortgaged Property, including without limitation, any hazard insurance

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policy required pursuant to Section 3.12, any title insurance policy described in  Section 2.01 and any Federal Housing Administration insurance policies and Department of Veterans Affairs insurance policies), including all riders and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds:  Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses.

Insured Expenses:  Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

Interest Accrual Period:  As to any Distribution Date and any Class of Certificates (other than the Class CE, Class P and Class A-R Certificates), each one-month period ending on the last day of the month preceding the month in which each Distribution Date occurs.  Calculations of interest for the Certificates entitled to distributions of interest will be made on the basis of a 360-day year assumed to consist of twelve 30-day months.

Interest Carryforward Amount:  For any Class of Certificates (other than the Class CE, Class P and Class A-R Certificates) and any Distribution Date, the sum of (a) the excess, if any, of the Accrued Certificate Interest for such Distribution Date over the amount in respect of interest actually distributed on such Class for such Distribution Date, (b) any remaining unpaid Interest Carryforward Amount from prior Distribution Dates and (c) interest on such remaining Interest Carryforward Amount referred to in clause (b) at the applicable Certificate Interest Rate for the related Interest Accrual Period.

Interest Percentage:  With respect to any Class of Certificates entitled to distributions of interest and any Distribution Date, the ratio (expressed as a decimal carried to six places) of the Accrued Certificate Interest for such Class to the sum of the Accrued Certificate Interest for all Classes of Senior Certificates and Mezzanine Certificates with respect to such Distribution Date, without regard to Relief Act Reductions.

Interest Rate:  As set forth in the Preliminary Statement.

Interest Remittance Amount:  As of any Distribution Date, the sum, without duplication, of (i) all interest collected or advanced with respect to the related Collection Period on the Mortgage Loans received by the Servicers on or prior to the Determination Date for such Distribution Date (less the Administrative Fees for the Mortgage Loans, certain amounts available for reimbursement of Advances (other than Capitalization Reimbursement Amounts) with respect to the Mortgage Loans and expenses pursuant to the applicable Servicing Agreement and amounts reimbursable or payable to the Master Servicer, Securities Administrator and Trustee pursuant to this Agreement), (ii) all Compensating Interest paid by the Servicers for such Distribution Date with respect to the Mortgage Loans, (iii) the portion of any payment in connection with any Principal Prepayment, Substitution Adjustment Amount, Purchase Price, Insurance Proceeds or Liquidation Proceeds relating to interest with respect to the Mortgage Loans received during the related Prepayment Period, (iv) any Reimbursement Amounts received with respect to the Mortgage Loans during the related Prepayment Period and

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(v) on the Distribution Date on which the Mortgage Loans and related REO Property are purchased in accordance with Section 10.01 hereof, that portion of the purchase price therefor in respect of interest.

Liquidated Mortgage Loan:  With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) that was liquidated in the related Prepayment Period and as to which the applicable Servicer has certified (in accordance with the applicable Servicing Agreement) that it has received all proceeds it expects to receive in connection with the liquidation of such Mortgage Loan including the final disposition of an REO Property.

Liquidation Proceeds:  Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Servicing Fees and unreimbursed Advances.

Loan-to-Value Ratio:  With respect to any Mortgage Loan and any date of determination, the fraction, expressed as a percentage, the numerator of which is the outstanding principal balance of the related Mortgage Loan at origination and the denominator of which is the Appraised Value of the related Mortgaged Property.

Losses:  As defined in Section 5.10.

Lower-Tier Certificate Sub-Account:  The sub-account of the Certificate Account designated by the Securities Administrator pursuant to Section 3.09(h).

Lower-Tier Corresponding Marker Interests:  The Class LT-A1 Interest, Class LT-A2 Interest, Class LT-M1 Interest, Class LT-M2 Interest, Class LT-M3 Interest, Class LT-M4 Interest, Class LT-M5 Interest, Class LT-M6 Interest, Class LT-M7 Interest, Class LT-M8 Interest and the Class LT-M9 Interest.

Lower-Tier REMIC:  As defined in the Preliminary Statement, the assets of which consist of the Mortgage Loans, such amounts as shall be held in the Lower-Tier Certificate Sub-Account, the insurance policies, if any, relating to a Mortgage Loan and property which secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure.  The Lower-Tier REMIC will not include the Servicer Prepayment Charge Payment Amounts and the Cap Carryover Reserve Account.

Lower-Tier REMIC Interest Loss Allocation Amount:  With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated Lower-Tier REMIC Pass-Through Rate for the Class LT-AA Interest minus the Marker Rate, divided by (b) 12.

Lower-Tier REMIC Overcollateralization Target Amount:  1.00% of the Targeted Overcollateralization Amount.

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Lower-Tier REMIC Overcollateralized Amount:  With respect to any date of determination, (i) 1% of the aggregate Uncertificated Balances of the Uncertificated Lower-Tier Regular Interests minus (ii) the aggregate of the Uncertificated Balances of the Lower-Tier Corresponding Marker Interests, the Class LT-P Interest and the Class LT-AR Interest, in each case as of such date of determination.

Lower-Tier REMIC Principal Loss Allocation Amount:  With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Balances of the Lower-Tier Corresponding Marker Interests, and the denominator of which is the aggregate of the Uncertificated Balances of the Lower-Tier Corresponding Marker Interests and the Class LT-ZZ Interest.

LPMI Policy:  A lender-paid primary mortgage insurance policy.

LPMI Premium Rate:  With respect to each Mortgage Loan covered by an LPMI Policy, as set forth in the applicable Mortgage Loan Schedule.

Marker Rate:  With respect to the Class CE Upper-Tier Regular Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated Lower-Tier REMIC Pass-Through Rates for the Lower-Tier Corresponding Marker Interests and the Class LT-ZZ Interest, (i) with the rate on each such Lower-Tier Corresponding Marker Interest subject to a cap equal to the Pass-Through Rate of its Corresponding Class of Certificates for the purposes of this calculation and (ii) with the rate on the Class LT-ZZ Interest subject to a cap of zero for the purpose of this calculation.

Master Servicer:  LaSalle Bank National Association, and any successors-in-interest and, if a successor master servicer is appointed hereunder, such successor, as master servicer.

Master Servicer Custodial Account:  The Eligible Account created and maintained by the Master Servicer pursuant to Section 3.09(c) in the name of the Master Servicer for the benefit of the Certificateholders and designated “LaSalle Bank National Association, as Master Servicer, in trust for the registered holders of Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series 2008-1.”

Master Servicer Custodial Account Reinvestment Income:  For each Distribution Date, all income and gain net of any losses realized since the preceding Distribution Date from Permitted Investments of funds in the Master Servicer Custodial Account.

Master Servicer’s Certificate:  The monthly report required by Section 4.01.

Master Servicing Fee:  The master servicing fee payable to the Master Servicer in respect of its master servicing activities.

Master Servicing Fee Rate:  With respect to each Mortgage Loan, 0.0125% per annum.

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Master Servicing Officer:  Any officer of the Master Servicer involved in, or responsible for, the administration and master servicing of the Mortgage Loans whose name appears on a list of servicing officers furnished to the Securities Administrator and the Trustee by the Master Servicer, as such list may from time to time be amended.

Master Servicing Transfer Costs:  All reasonable costs and expenses (including attorney’s fees) incurred by the Trustee or a successor master servicer in connection with the transfer of master servicing or servicing from a predecessor master servicer, including, without limitation, any costs or expenses associated with the complete transfer of all master servicing data or servicing data and the completion, correction or manipulation of such master servicing data or servicing data as may be required by the Trustee or successor master servicer to correct any errors or insufficiencies in the master servicing data or servicing data or otherwise to enable the Trustee or a successor master servicer to master service or service, as the case may be, the applicable Mortgage Loans properly and effectively.

Maximum LT-ZZ Uncertificated Accrued Interest Deferral Amount:  With respect to any Distribution Date, the excess of (a) accrued interest at the Uncertificated Lower-Tier REMIC Pass-Through Rate applicable to the Class LT-ZZ Interest for such Distribution Date on a balance equal to the Uncertificated Balance of the Class LT-ZZ Interest minus the Lower-Tier REMIC Overcollateralized Amount, in each case for such Distribution Date, over (b) Uncertificated Accrued Interest on the Lower-Tier Corresponding Marker Interests, with the rate on each such Lower-Tier Corresponding Marker Interest subject to a cap equal to the Pass-Through Rate of the Corresponding Class of Certificates for the purpose of this calculation.

Maximum Negative Amortization:  With respect to each Option ARM Mortgage Loan, the percentage set forth in the related Mortgage Note as the percentage equal to the principal balance of such Mortgage Loan as of the applicable date of determination divided by the original principal balance of the such Mortgage Loan, that if exceeded due to Deferred Interest, will result in a recalculation of the Monthly Payment so that the then unpaid principal balance of the Mortgage Note will be fully amortized over such Mortgage Loan’s remaining term to maturity.

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

Mezzanine Certificates:  The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, each of which represents (i) the corresponding Upper-Tier Regular Interest for purposes of the REMIC Provisions and (ii) the right to receive the related Cap Carryover Amounts.

Monthly Excess Cashflow Amount:  For any Distribution Date, the sum of the Monthly Excess Interest Amount for such Distribution Date, the Overcollateralization Release Amount for such Distribution and (without duplication) any portion of the Principal Distribution Amount remaining after principal distributions on the Certificates on such Distribution Date.

Monthly Excess Interest Amount:  With respect to each Distribution Date, the amount, if any, by which the Interest Remittance Amount for such Distribution Date exceeds the aggregate amount distributed on such Distribution Date to the Certificates pursuant to Section 5.02(a) priorities first through eleventh.

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Monthly Covered Amount:  As defined in the Mortgage Loan Purchase Agreement.

Monthly Payment:  The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein, shall give effect to (i) any related Debt Service Reduction and any Deficient Valuation that affect the amount of the monthly payment due on such Mortgage Loan, (ii) the Monthly Covered Amount representing such scheduled monthly payment and (iii) any Servicer Modification.

Monthly Statement:  As defined in Section 5.04(b).

Mortgage:  The mortgage, deed of trust or other instrument creating a first lien on a Mortgaged Property securing a Mortgage Note or creating a first lien on a leasehold interest.

Mortgage File:  The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

Mortgage Interest Rate:  As to any Adjustable-Rate Mortgage Loan, the per annum rate of interest at which interest accrues on the principal balance of such Mortgage Loan, as adjusted from time to time in accordance with the provisions of the related Mortgage Note, which rate is (a) prior to the first Rate Adjustment Date for each such Adjustable-Rate Mortgage Loan, the initial Mortgage Interest Rate for such Adjustable-Rate Mortgage Loan indicated on the Mortgage Loan Schedule and (b) from and after such Rate Adjustment Date, the sum of the applicable Index, as of the Rate Adjustment Date applicable to such Due Date, and the Gross Margin, rounded as set forth in such Mortgage Note, subject to the Periodic Cap, if any, and the Rate Ceiling applicable to such Adjustable-Rate Mortgage Loan at any time during the life of such Adjustable-Rate Mortgage Loan.  As to any Mortgage Loan that is not an Adjustable-Rate Mortgage Loan, the per annum rate of interest at which interest accrues on the principal balance of such Mortgage Loan in accordance with the provisions of the related Mortgage Note.

Mortgage Loan Purchase Agreement:  The Mortgage Loan Purchase Agreement, dated May 30, 2008, between BANA, as seller, and the Depositor, as purchaser.

Mortgage Loan Schedule:  The list of Mortgage Loans (as from time to time amended by the Master Servicer and approved by the Depositor to reflect the addition of Substitute Mortgage Loans and the deletion of Defective Mortgage Loans pursuant to the provisions of this Agreement or upon a Servicer Modification in accordance with the applicable Servicing Agreement) transferred to the Trustee as part of the Trust Estate and from time to time subject to this Agreement, attached hereto as Exhibit D setting forth the following information with respect to each Mortgage Loan as of the Cut-off Date (or, with respect to Substitute Mortgage Loans or, upon a Servicer Modification, as of the close of business on the day of substitution or the day on which such modification becomes effective):  (i) the Mortgage Loan identifying number; (ii) a code indicating whether the Mortgaged Property is owner-occupied; (iii) the property type for each Mortgaged Property; (iv) the original months to maturity or the remaining months to maturity from the Cut-off Date; (v) the Loan-to-Value Ratio at origination; (vi) the Mortgage Interest Rate as of the Cut-off Date; (vii) the date on which the first Monthly Payment was due

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on the Mortgage Loan, and, if such date is not the Due Date currently in effect, such Due Date; (viii) the stated maturity date; (ix) the amount of the Monthly Payment as of the Cut-off Date; (x) the paid-through date; (xi) the original principal amount of the Mortgage Loan; (xii) the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after application of payments of principal due on or before the Cut-off Date, whether or not collected, and after deduction of any payments collected of scheduled principal due after the Cut-off Date; (xiii) a code indicating the purpose of the Mortgage Loan; (xiv) a code indicating the documentation style; (xv) a code indicating the initial Servicer; (xvi) the Appraised Value; (xvii) the closing date of the Mortgage Loan; (xviii) a code indicating whether the Mortgage Loan has a Prepayment Charge; (xix) the Servicing Fee Rate; (xx) the LPMI Fee Rate, if any, (xxi) for each Adjustable-Rate Mortgage Loan, the first Rate Adjustment Date; (xxii) for each Adjustable-Rate Mortgage Loan, the Rate Ceiling; (xxiii) for each Adjustable-Rate Mortgage Loan, the Periodic Cap; (xxiv) for each Adjustable-Rate Mortgage Loan, the Gross Margin; (xxv) the closing date of such Mortgage Loan; (xxvi) a code indicating whether the Mortgage Loan is an Option ARM Mortgage Loan; (xxvii) the first Payment Adjustment Date, if applicable; and (xxviii) the Maximum Negative Amortization, if applicable.  With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following information, as of the Cut-off Date:  (i) the number of Mortgage Loans; (ii) the current aggregate outstanding principal balance of the Mortgage Loans; (iii) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (iv) the weighted average months to maturity of the Mortgage Loans.

Mortgage Loans:  Such of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 as from time to time are held as a part of the Trust Estate (including any Substitute Mortgage Loans and REO Property), the Mortgage Loans originally so held being identified in the Mortgage Loan Schedule.

Mortgage Note:  The originally executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with all riders thereto and amendments thereof, as the same may be modified in accordance with any Servicer Modification.

Mortgaged Property:  The underlying property securing a Mortgage Loan, which may include Cooperative Stock or residential long-term leases.

Mortgagor:  The obligor on a Mortgage Note.

MTA Index:  A rate per annum equal to the 12 month average of the monthly average yields on United States Treasury Securities adjusted to a constant maturity of one year, as made available by the Federal Reserve Board, published in Federal Reserve Statistical Release H.15 (519) and most recently available either as of (i) the date 15 days before the applicable Rate Adjustment Date or (ii) the applicable Rate Adjustment Date.

National City:  National City Mortgage Co., in its capacity as servicer under the National City Servicing Agreement.

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National City Servicing Agreement:  Collectively, (i) that certain Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, by and between BANA and National City, as amended by (ii) that certain Amendment No. 1, dated as of July 1, 2004, by and among BAMCC, National City and BANA, (iii) that certain Master Assignment, Assumption and Recognition Agreement, dated as of July 1, 2004, by and among BAMCC, National City, BANA and Wachovia Bank, National Association, (iv) that certain Amendment No. 2, dated as of October 1, 2004, by and between National City and BANA, (v) that certain Amendment No. 3, dated as of August 11, 2005, by and between National City and BANA, (vi) that certain Regulation AB Compliance Addendum to the Master Seller’s Warranties and Servicing Agreement, dated as of January 1, 2006, by and between National City and BANA and (vii) the Assignment, Assumption and Recognition Agreement, dated May 30, 2008, by and among BANA, the Depositor, the Master Servicer, the Trustee and National City.

Net Mortgage Interest Rate:  As to any Mortgage Loan and Distribution Date, such Mortgage Loan’s Mortgage Interest Rate thereon on the first day of the calendar month preceding the month of such Distribution Date reduced by the applicable Administrative Fee Rate for such Mortgage Loan.

Net WAC Cap:  For any Distribution Date, a per annum rate (expressed on the basis of a 360-day year consisting of twelve 30-day months) equal to the average of the Net Mortgage Interest Rates of the Mortgage Loans (weighted on the basis of the Stated Principal Balances of the Mortgage Loans as of the first day of the related Collection Period).

NIMS Insurer:  Any insurer that is guaranteeing certain payments under notes secured by collateral which includes all or a portion of the Class CE or Class P Certificates.

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

Nonrecoverable Advance:  Any portion of an Advance previously made or proposed to be made in respect of a Mortgage Loan which has not been previously reimbursed and which, in the good faith judgment of the applicable Servicer will not or, in the case of a proposed Advance, would not be ultimately recoverable from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or other recoveries in respect of the related Mortgage Loan.  Notwithstanding the foregoing, an Advance in respect of principal and/or interest (or other amounts) which are subsequently forgiven as a Servicer Modification shall be deemed a Nonrecoverable Advance.

Notional Amount:  With respect to the Class CE Upper-Tier Regular Interest and any date of determination, a notional amount equal to the then aggregate Uncertificated Balances of the Uncertificated Lower-Tier Interests other than the Class LT-P Interest and the Class LT-AR Interest.

NYCEMA:  A New York Consolidation, Extension and Modification Agreement.

OCC:  The Office of the Comptroller of Currency.

Offered Certificates:  The Class A-R and Class A-1 Certificates.

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Officer’s Certificate:  A certificate signed by the Chairman of the Board, Vice Chairman of the Board, President or a Vice President and by the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant Secretaries, or any other duly authorized officer of the Depositor or the Master Servicer, as the case may be, and delivered to the Trustee or the Securities Administrator, as required by this Agreement.

One-Year CMT Index:  A rate per annum equal to the weekly average yield on United States Treasury Securities adjusted to a constant maturity of one year, as made available by the Federal Reserve Board, published in Federal Reserve Statistical Release H.15 (519) and most recently available up to the date 45 days before the applicable Rate Adjustment Date.

One-Year LIBOR Index:  A rate per annum equal to the average of interbank offered rates for one-year U.S. dollar-denominated deposits in the London market, as published in The Wall Street Journal and most recently available either (i) as of the first business day in the month preceding the month of the applicable Rate Adjustment Date or (ii) up to the date 45 days before the applicable Rate Adjustment Date.

Opinion of Counsel:  A written opinion of counsel acceptable to the Trustee if such opinion is delivered to the Trustee, or acceptable to the Securities Administrator if such opinion is delivered to the Securities Administrator, who may be counsel for the Depositor or the Master Servicer, except that any opinion of counsel relating to the qualification of any REMIC created hereunder as a REMIC or compliance with the REMIC Provisions must be an opinion of Independent counsel.

Option ARM Mortgage Loan:  An Adjustable-Rate Mortgage Loan with respect to which the related Mortgagor may choose a flexible payment option each month pursuant to the terms of the related Mortgage Note, as identified on the Mortgage Loan Schedule.

Optional Termination Date:  The first Distribution Date on which all of the Mortgage Loans and all related REO Property remaining in the Trust Estate may be purchased pursuant to Section 10.01.

Originator Prepayment Charge Payment Amount:  Amounts required to be paid to the Trust by an Originator in respect of Prepayment Charges that are not collected from a Mortgagor in accordance with the related Servicing Agreement.

OTS:  The Office of Thrift Supervision.

Outstanding Mortgage Loan:  As to any Due Date, a Mortgage Loan which was not the subject of a Principal Prepayment in Full prior to such Due Date, which did not become a Liquidated Mortgage Loan prior to such Due Date and which was not purchased from the Trust prior to such Due Date pursuant to Sections 2.02 or 2.04.

Overcollateralization Amount:  As of any Distribution Date, the excess, if any, of (x) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period over (y) the aggregate Class Certificate Balance of all Classes of Certificates (after taking into account all distributions of principal on such Distribution Date and the increase

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of any Class Certificate Balance of a Class of Certificates as a result of Recoveries related to the Mortgage Loans).

Overcollateralization Deficiency:  As of any Distribution Date, the excess, if any, of (x) the Targeted Overcollateralization Amount for such Distribution Date over (y) the difference (which may be negative) between (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period and (ii) the aggregate Class Certificate Balance of all Classes of Certificates (after taking into account the reduction on that Distribution Date of the class balances of all classes of Certificates resulting from the distribution of the Principal Distribution Amount (but not the Extra Principal Distribution Amount) on that Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on that Distribution Date).

Overcollateralization Release Amount:  With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (x) the Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on such Distribution Date over (ii) the Targeted Overcollateralization Amount for such Distribution Date.  With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero.

Ownership Interest:  As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

Pass-Through Rate:  With respect to each Distribution Date and any Class of interest-bearing Certificates (other than the Class CE Certificates), the per annum rate set forth or described in the Preliminary Statement.  With respect to each Distribution Date and the Uncertificated Lower-Tier Regular Interests, the Uncertificated Lower-Tier REMIC Pass-Through Rate.  With respect to each Distribution Date and the Upper-Tier Regular Interests (other than the Class CE Upper-Tier Regular Interest), the Uncertificated Upper-Tier REMIC Pass-Through Rate.

With respect to the Class CE Upper-Tier Regular Interest and any Distribution Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (A) through (D) below, and the denominator of which is the aggregate of the Uncertificated Balances of the Class LT-AA Interest, the Lower-Tier Corresponding Marker Interests, and the Class LT-ZZ Interest.  For purposes of calculating the Pass-Through Rate for the Class CE Upper-Tier Regular Interest, the numerator is equal to the sum of the following components:

(A) the Uncertificated Lower-Tier REMIC Pass-Through Rate for the Class LT-AA Interest minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of the Class LT-AA Interest;

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(B) the Uncertificated Lower-Tier REMIC Pass-Through Rate for each Lower-Tier Corresponding Marker Interest, in each case minus the Marker Rate, applied in each case to an amount equal to the respective Uncertificated Balance of each such Lower-Tier Corresponding Marker Interest;

(C) the Uncertificated Lower-Tier REMIC Pass-Through Rate for the Class LT-ZZ Interest minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of the Class LT-ZZ Interest; and

(D) 100% of the Uncertificated Accrued Interest on the Class LT-P Interest and the Class LT-AR Interest.

With respect to the Class CE Certificates and any Distribution Date, the Class CE Certificates shall be entitled to 100% of the amounts distributable to the Class CE Upper-Tier Regular Interest.

Paying Agent:  As defined in Section 9.13.

Payment Adjustment Date:  With respect to any Option ARM Mortgage Loan, each date on which the Monthly Payment for such Option ARM Mortgage Loan is adjusted, as indicated on the Mortgage Loan Schedule.

Percentage Interest:  As to any Certificate (other than a Class CE Certificate), the percentage obtained by dividing the Denomination of such Certificate by the Initial Class Certificate Balance of the Class of which such Certificate is a part.  With respect to a Class CE Certificate, the portion of the Class evidenced thereby, expressed as a percentage, as stated on the face of such Certificate; provided, however, that the sum of all such percentages for each such Certificate totals 100%.

Periodic Advance:  With respect to each Servicer, shall have the meaning given to the term “Monthly Advance” in the applicable Servicing Agreement.

Periodic Cap:  For each Adjustable-Rate Mortgage Loan other than an Option ARM Mortgage Loan, the applicable limit on adjustment of the Mortgage Interest Rate for each Rate Adjustment Date specified in the applicable Mortgage Note and designated as such in the Mortgage Loan Schedule.

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Permitted Investments:  One or more of the following:

(i) obligations of or guaranteed as to principal and interest by the United States, Xxxxxxx Mac, Xxxxxx Xxx or any agency or instrumentality of the United States when such obligations are backed by the full faith and credit of the United States; provided that such obligations of Xxxxxxx Mac or Xxxxxx Xxx shall be limited to senior debt obligations and mortgage participation certificates other than investments in mortgage-backed or mortgage participation securities with yields evidencing extreme sensitivity to the rate of principal payments on the underlying mortgages, which shall not constitute Permitted Investments hereunder;

(ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof with a corporation incorporated under the laws of the United States or any state thereof rated not lower than “F-1” by Fitch and “A-1+” by S&P;

(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof, rated not lower than “F-1” by Fitch and “A-1+” by S&P;

(iv) commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which is rated not lower than “F-1” by Fitch and “A-1+” by S&P;

(v) investments in money market funds (including funds of the Securities Administrator or its affiliates, or funds for which an affiliate of the Securities Administrator acts as advisor, as well as funds for which the Securities Administrator and its affiliates may receive compensation) rated “AAA” by Fitch and “AAAm G” by S&P or otherwise approved in writing by each Rating Agency; and

(vi) other obligations or securities that are acceptable to each Rating Agency and, as evidenced by an Opinion of Counsel obtained by the Master Servicer or Securities Administrator, as the case may be, will not affect the qualification of any REMIC created under this Agreement as a REMIC;

provided, however, that no instrument shall be a Permitted Investment if it represents either (a) the right to receive only interest payments with respect to the underlying debt instrument or (b) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations.

Permitted Transferee:  Any Person other than (i) the United States, or any State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a

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foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) (except certain farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v) a Person with respect to whom the income on a Residual Certificate is allocable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person, and (vi) any other Person so designated by the Depositor based on an Opinion of Counsel to the effect that any transfer to such Person may cause the Trust or any other Holder of a Residual Certificate to incur tax liability that would not be imposed other than on account of such transfer.  The terms “United States,” “State” and “international organization” shall have the meanings set forth in Code Section 7701 or successor provisions.

Person:  Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Physical Certificates:  The Class A-R, Class A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class CE and Class P Certificates.

Plan:  As defined in Section 6.02(e).

Prepayment Charges:  With respect to any Prepayment Period, any prepayment premium, penalty or charge collected by a Servicer from a Mortgagor in connection with any voluntary Principal Prepayment in Full pursuant to the terms of the related Mortgage Note as from time to time held as a part of the Trust Estate, the Prepayment Charges so held being identified in the Mortgage Loan Schedule.

Prepayment Interest Shortfall:  As to any Distribution Date and each Mortgage Loan subject to a Principal Prepayment received during the related Prepayment Period, the amount, if any, by which one month’s interest at the related Net Mortgage Interest Rate (net of the Servicing Fee Rate) on such Principal Prepayment exceeds the amount of interest paid in connection with such Principal Prepayment.

Prepayment Period:  With respect to any Distribution Date, the calendar month preceding the calendar month in which such Distribution Date occurs.

Primary Mortgage Insurance Policy:  Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan, in each case issued by an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac.

Principal Distribution Amount:  As to any Distribution Date, the sum of (i) the Principal Remittance Amount minus the Overcollateralization Release Amount, if any, and (ii) the Extra Principal Distribution Amount, if any.

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Principal Prepayment:  With respect to each Mortgage Loan, any payment or other recovery of principal on such Mortgage Loan (other than Liquidation Proceeds) which is received in advance of its scheduled Due Date and is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Principal Prepayment in Full:  Any Principal Prepayment of the entire principal balance of a Mortgage Loan.

Principal Remittance Amount:  With respect to any Distribution Date and the Mortgage Loans, to the extent of funds available therefor, the amount equal to the sum (less amounts (without duplication) available for reimbursement to the Servicers for Advances (including, without duplication, any Capitalization Reimbursement Amount) and expenses pursuant to the applicable Servicing Agreement and amounts reimbursable or payable to the Master Servicer, Securities Administrator and Trustee pursuant to this Agreement) of:  (i) each payment of principal on a Mortgage Loan due during the related Collection Period and received by the Servicers on or prior to the related Determination Date, and any Advances with respect thereto, (ii) all Principal Prepayments received by the applicable Servicer during the related Prepayment Period, (iii) Insurance Proceeds, Liquidation Proceeds and Recoveries allocable to principal actually collected by the applicable Servicer during the related Prepayment Period, (iv) with respect to Defective Mortgage Loans repurchased during the related Prepayment Period, the portion of the Purchase Price allocable to principal, (v) any Substitution Adjustment Amounts received during the related Prepayment Period and (vi) on the Distribution Date on which the Mortgage Loans and related REO Property are purchased in accordance with Section 10.01 hereof, that portion of the purchase price therefor in respect of principal.

Private Certificates:  The Class A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class CE and Class P Certificates.

Purchase Obligation:  An obligation of the Sponsor or the Depositor to purchase Mortgage Loans under the circumstances and in the manner provided in Section 2.02 or 2.04.

Purchase Price:  With respect to each Mortgage Loan that was a Defective Mortgage Loan repurchased on any date pursuant to Sections 2.02 or 2.04, an amount equal to the sum of (i) the Stated Principal Balance of the Mortgage Loan, (ii) interest on such Stated Principal Balance at the Mortgage Interest Rate from the date on which interest has last been paid and distributed through the last day of the month in which such repurchase takes place and (iii) any costs and damages incurred by the Trust in connection with any violation by such repurchased Mortgage Loan of any predatory or abusive lending law, less (x) amounts received or advanced in respect of such repurchased Mortgage Loan which are being held in the applicable Servicer Custodial Account for distribution in the month of repurchase and (y) if the Person repurchasing such Mortgage Loan is servicing such Mortgage Loan under the related Servicing Agreement, the related Servicing Fee for such Mortgage Loan.

Rate Adjustment Date:  As to each Adjustable-Rate Mortgage Loan, the Due Date on which an adjustment to the Mortgage Interest Rate of such Adjustable-Rate Mortgage Loan becomes effective under the related Mortgage Note.

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Rate Ceiling:  For each Adjustable-Rate Mortgage Loan, the maximum per annum Mortgage Interest Rate permitted under the related Mortgage Note and indicated on the Mortgage Loan Schedule.

Rate Floor:  For each Adjustable-Rate Mortgage Loan, the minimum per annum Mortgage Interest Rate permitted under the related Mortgage Note and indicated on the Mortgage Loan Schedule.

Rating Agency:  Each of S&P and Fitch.  If any such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee, the Master Servicer and the Securities Administrator.  References herein to a given rating or rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.

Realized Loss:  With respect to each Liquidated Mortgage Loan, an amount as of the date of such liquidation, equal to (i) the unpaid principal balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the Net Mortgage Interest Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Net Mortgage Interest Rate and to principal of the Liquidated Mortgage Loan.  With respect to each Mortgage Loan that has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage Note has been reduced, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation.  With respect to any Distribution Date and each Mortgage Loan that has become the subject of a (i) Debt Service Reduction, the amount, if any, by which the principal portion of the related Monthly Payment has been reduced or (ii) Servicer Modification, any reduction in the principal balance thereof resulting from such Servicer Modification.

Realized Loss Amortization Amount:  As to each Class of Senior Certificates and Mezzanine Certificates and any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for such Class and (y) the remaining Monthly Excess Cashflow Amount available for such Class pursuant to priority fifth or sixth, as applicable, of Section 5.02(c).

Recognition Agreement: With respect to a Cooperative Loan, the recognition agreement between the Cooperative and the originator of such Cooperative Loan.

Record Date:  With respect to the Certificates, the last Business Day of the month immediately preceding the month in which the related Distribution Date occurs.

Recovery:  Any amount received on a Mortgage Loan subsequent to such Mortgage Loan being determined to be a Liquidated Mortgage Loan.

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Regular Interest:  Any of the Uncertificated Lower-Tier Regular Interests and the Uncertificated Upper-Tier Regular Interests.

Regulation AB:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 - 229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Reimbursement Amount:  As defined in Section 2.02.

Relevant Servicing Criteria:  The Servicing Criteria applicable to the various parties, as set forth on Exhibit N attached hereto.  The Servicing Criteria applicable to each Servicer shall be as set forth on the applicable Servicing Agreement.  For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria.  With respect to a Servicing Function Participant engaged by the Master Servicer, the Securities Administrator, the Custodian or any Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to such parties.

Relief Act:  The Servicemembers Civil Relief Act, as it may be amended from time to time.

Relief Act Reduction:  With respect to any Distribution Date, for any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the related Collection Period as a result of the application of the Relief Act or comparable state legislation, the amount, if any, by which (i) interest collectible on such Mortgage Loan for such Collection Period is less than (ii) interest accrued pursuant to the terms of the Mortgage Note on the same principal amount and for the same period as the interest collectible on such Mortgage Loan for the related Collection Period.

REMIC:  A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

REMIC Certificate Maturity Date:  As set forth in Section 2.07.

REMIC Provisions:  Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time, as well as provisions of applicable state laws.

Remittance Date:  The 18th day of each month beginning in June 2008 (or, if such day is not a Business Day, the preceding Business Day).

REO Disposition Period:  As defined in Section 3.15.

REO Proceeds:  Proceeds, net of any related expenses of a Servicer received in respect of any REO Property (including, without limitation, proceeds from the rental of the related

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Mortgaged Property), which are received prior to the final liquidation of such Mortgaged Property.

REO Property:  A Mortgaged Property acquired by a Servicer servicing the related Mortgage Loan on behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Reportable Event:  As defined in Section 3.22(d).

Reporting Servicer:  As defined in Section 3.22(c)(i).

Request for Release:  The Request for Release submitted by a Servicer to the Custodian on behalf of the Trustee, substantially in the form attached hereto as Exhibit E.

Required Insurance Policy:  With respect to any Mortgage Loan, any insurance policy which is required to be maintained from time to time under this Agreement in respect of such Mortgage Loan.

Residual Certificate:  The Class A-R Certificate.

Responsible Officer:  When used with respect to the Trustee or the Securities Administrator, any officer of the Corporate Trust Department of the Trustee or the Securities Administrator, as applicable, including any Senior Vice President, any Vice President, any Assistant Vice President, any Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of the Trustee or the Securities Administrator, as applicable, customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Agreement.

S&P:  Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., or any successor thereto.

Xxxxxxxx-Xxxxx Certification:  As defined in Section 3.22(e).

Securities Administrator:  LaSalle Bank National Association, and its successors-in-interest and, if a successor securities administrator is appointed hereunder, such successor, as securities administrator.

Security Agreement: With respect to a Cooperative Loan, the agreement or mortgage creating a security interest in favor of the originator of the Cooperative Loan in the related Cooperative Stock.

Senior Certificates:  The Class A-R, Class A-1 and Class A-2 Certificates.

Senior Enhancement Percentage:  For any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balance of the Mezzanine Certificates before taking into account distributions on such Distribution Date and (ii) the Overcollateralization Amount as of the prior Distribution Date by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period.

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Senior Principal Distribution Amount:  As of any Distribution Date (i) before the Stepdown Date or as to which a Trigger Event is in effect, the Principal Distribution Amount and (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (a) the aggregate Class Certificate Balance of the Senior Certificates immediately prior to such Distribution Date over (b) the lesser of (x) the product of (1) 65.40% and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period and (y) the amount by which the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Collection Period exceeds the product of (1) 0.35% and (2) the Cut-off Date Principal Balance.

Senior Specified Enhancement Percentage:  For any date, 34.60%.

Servicer:  Any of American Home, BANA, Countrywide, GreenPoint, National City, SunTrust and Xxxxx Fargo Bank, each in their capacity as a servicer of the Mortgage Loans, or any successor servicer appointed as herein provided.

Servicer Custodial Accounts:  The separate Eligible Account or Eligible Accounts created and maintained by each of the Servicers pursuant to the applicable Servicing Agreement.

Servicer Modification: A modification to the terms of a Mortgage Loan, in accordance with the terms of the applicable Servicing Agreement, as to which the Mortgagor is in default or as to which, in the judgment of the Servicer, default is reasonably foreseeable.

Servicer Prepayment Charge Payment Amount:  Amounts required to be paid to the Trust by a Servicer in respect of Prepayment Charges that are waived other than in accordance with the standards set forth in the related Servicing Agreement.

Servicing Advance:  With respect to each Servicer, shall have the meaning given to the term “Servicing Advances” in the applicable Servicing Agreement.

Servicing Agreements:  Any of the American Home Servicing Agreement, the BANA Servicing Agreement, the Countrywide Servicing Agreement, the GreenPoint Servicing Agreement, the National City Servicing Agreement, the SunTrust Servicing Agreement and the Xxxxx Fargo Bank Servicing Agreement.

Servicing Criteria:  The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time

Servicing Fee:  With respect to each Servicer, as defined in the applicable Servicing Agreement.

Servicing Fee Rate:  With respect to each Mortgage Loan, as defined in the applicable Servicing Agreement.

Servicing File:  With respect to each Mortgage Loan, as defined in the applicable Servicing Agreement.

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Servicing Function Participant:  Any affiliate, third party vendor or Subservicer engaged by the Master Servicer, the Securities Administrator, the Trustee or the Custodian that is participating in the servicing function with respect to the Mortgage Loans, within the meaning of Item 1122 of Regulation AB.

Servicing Officer:  With respect to each Servicer, as defined in the related Servicing Agreement.

Servicing Transfer Costs:  All reasonable costs and expenses of the Master Servicer or the Trustee, as applicable, related to any termination of a Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by such Servicer and (ii) any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer or the Trustee, as applicable, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Trustee, as applicable, to service the Mortgage Loans properly and effectively).

Six-Month LIBOR Index:  A rate per annum equal to the average of interbank offered rates for six-month U.S. dollar-denominated deposits in the London market, as published in The Wall Street Journal and most recently available either (i) as of the first business day in the month preceding the month of the applicable Rate Adjustment Date or (ii) up to the date 45 days before the applicable Rate Adjustment Date.

Sponsor: Bank of America, National Association, a national banking association, or its successor in interest, as seller of the Mortgage Loans under the Mortgage Loan Purchase Agreement.

Stated Principal Balance:  As to any Mortgage Loan and Due Date, (i) the unpaid principal balance of such Mortgage Loan as of such Due Date, as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period or any adjustment to such amortization schedule for any Capitalization Reimbursement Amounts other than the amount of such Capitalization Reimbursement Amounts which have been reimbursed to the applicable Servicer from payments on Mortgage Loans other than the Mortgage Loans with respect to which such Capitalization Reimbursement Amounts relate), after giving effect to any previous partial Principal Prepayments, the principal portion of Realized Losses as a result of a modification of such Mortgage Loan incurred prior to such Due Date and Liquidation Proceeds (net of unreimbursed expenses and unreimbursed Advances) allocable to principal received and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor and after giving effect to any Deficient Valuation plus (ii) any Capitalization Reimbursement Amounts plus (iii) in the case of an Option ARM Mortgage Loan, any Deferred Interest added to the principal balance of that Mortgage Loan pursuant to the terms of the related Mortgage Note on or prior to the applicable Due Date.

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Stepdown Date:  The earlier to occur of (i) the Distribution Date following the Distribution Date on which the aggregate Class Certificate Balance of the Senior Certificates is reduced to zero and (ii) the later to occur of (x) the Distribution Date in June 2011 and (y) the Distribution Date on which the Senior Enhancement Percentage is greater than or equal to the Senior Specified Enhancement Percentage.

Subcontractor:  Any vendor, subcontractor or other Person that is not responsible for the overall servicing of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer, the Securities Administrator or the Custodian.

Substitute Mortgage Loan:  A Mortgage Loan substituted for a Defective Mortgage Loan which must, on the date of such substitution, (i) have a Stated Principal Balance, after deduction of the principal portion of the Monthly Payment due in the month of substitution, not in excess of the Stated Principal Balance of the Defective Mortgage Loan; (ii) have a Net Mortgage Interest Rate not less than, and not more than 2% greater than that of the Defective Mortgage Loan; (iii) be of the same type as the Defective Mortgage Loan; (iv) have a Loan-to-Value Ratio not higher than that of the Defective Mortgage Loan; (v) have a credit score not less than that of the Defective Mortgage Loan; (vi) have a credit grade not lower in quality than that of the Defective Mortgage Loan; (vii) have the same lien priority as the Defective Mortgage Loan; (viii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Defective Mortgage Loan; and (ix) comply with each Mortgage Loan representation and warranty set forth in this Agreement and the Mortgage Loan Purchase Agreement.  In addition, if the Defective Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Substitute Mortgage Loan must, on the date of substitution, (i) have a Gross Margin not less than that of the Defective Mortgage Loan; (ii) have a Periodic Cap and Rate Ceiling equal to that of the Defective Mortgage Loan;  and (iii) have the same Index and frequency of Mortgage Interest Rate adjustment as the Defective Mortgage Loan.  If the Defective Mortgage Loan is an Option ARM Mortgage Loan, the Substitute Mortgage Loan must also be an Option ARM Mortgage Loan.  More than one Substitute Mortgage Loan may be substituted for a Defective Mortgage Loan if such Substitute Mortgage Loans meet the foregoing attributes in the aggregate.

Substitution Adjustment Amount:  As defined in Section 2.02.

SunTrust:  SunTrust Mortgage, Inc., in its capacity as servicer under the SunTrust Servicing Agreement.

SunTrust Servicing Agreement:  Collectively, (i) the Flow Sale and Servicing Agreement, dated as of February 1, 2004, by and between BANA (as successor in interest to BAMCC), as purchaser, and SunTrust, as seller, (ii) that certain Amendment No. 1, dated as of June 1, 2004, by and between BANA and SunTrust, (iii) that certain Master Assignment, Assumption and Recognition Agreement, dated September 1, 2004, by and among BAMCC, SunTrust, BANA and Wachovia Bank, National Association, (iv) that certain Amendment No. 2, dated as of November 1, 2004, by and between BANA and SunTrust, (v) that certain Regulation AB Compliance Addendum to the Flow Sale and Servicing Agreement, dated as of January 1, 2006, by and between BANA and SunTrust, and (vi) the Assignment, Assumption and Recognition

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Agreement, dated May 30, 2008, by and among BANA, the Depositor, the Master Servicer, the Trustee and SunTrust.

Targeted Overcollateralization Amount:  As of any Distribution Date (x) prior to the Stepdown Date, 5.85% of the aggregate Stated Principal Balance of the Mortgage Loans on the Cut-off Date and (y) on and after the Stepdown Date, (i) if a Trigger Event has not occurred, the greater of (A) the lesser of (i) 5.85% of the aggregate Stated Principal Balance of the Mortgage Loans on the Cut-off Date and (ii) 11.70% of the aggregate Stated Principal Balance of the Mortgage Loans as of last day of the related Collection Period and (B) 0.35% of the aggregate Stated Principal Balance of the Mortgage Loans on the Cut-off Date and (ii) if a Trigger Event has occurred, the Targeted Overcollateralization Amount for the immediately preceding Distribution Date.

Tax Matters Person:  Any person designated as “tax matters person” in accordance with Section 5.06 and the manner provided under Treasury Regulation § 1.860F-4(d) and Treasury Regulation § 301.6231(a)(7)-1.

Treasury Regulations:  The final and temporary regulations promulgated under the Code by the U.S. Department of the Treasury.

Trigger Event:  With respect to any Distribution Date, if (i) the three-month rolling average of 60+ Day Delinquent Loans equals or exceeds 20.23% of the Senior Enhancement Percentage or (ii) the aggregate amount of Realized Losses incurred on the Mortgage Loans since the Cut-off Date through the last day of the related Collection Period (reduced by the aggregate amount of Recoveries related to the Mortgage Loans received since the Cut-off Date through the last day of the related Collection Period on the Mortgage Loans) divided by the aggregate Cut-off Date Principal Balance exceeds the applicable percentages set forth below with respect to such Distribution Date:

Distribution Date Occurring In	Percentage
June 2010 through May 2011	0.47% for the first month, plus an additional 1/12th of 1.23% for each month thereafter
June 2011 through May 2012	1.70% for the first month, plus an additional 1/12th of 1.66% for each month thereafter
June 2012 through May 2013	3.36% for the first month, plus an additional 1/12th of 1.46% for each month thereafter
June 2013 through May 2014	4.82% for the first month, plus an additional 1/12th of 1.23% for each month thereafter
June 2014 and thereafter	6.05%

Trust:  The trust created by this Agreement, which shall be named the “Banc of America Funding 2008-1 Trust.”

Trust Estate:  The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to a portion of which multiple REMIC elections are to be made as specified herein, such entire Trust Estate consisting of: (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the

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Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under the Servicing Agreements and the Mortgage Loan Purchase Agreement (including any security interest created thereby), (v) the right to receive BPP Mortgage Loan Payments; and (vi) the Servicer Custodial Accounts, the Master Servicer Custodial Account, the Cap Carryover Reserve Account, the Certificate Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto.

Trustee:  U.S. Bank National Association, and its successors-in-interest and, if a successor trustee is appointed hereunder, such successor, as trustee.

Uncertificated Accrued Interest:  With respect to each Regular Interest (other than the Class CE Upper-Tier Regular Interest) and each Distribution Date, an amount equal to one month’s interest at the related Pass-Through Rate on the Uncertificated Balance of such Regular Interests.  With respect to the Class CE Upper-Tier Regular Interest on each Distribution Date, an amount equal to one month’s interest at its Pass-Through Rate on its Notional Amount.  In the case of each Regular Interest, Uncertificated Accrued Interest will be reduced by any Relief Act Reductions allocated to such Regular Interest as provided in Section 5.03.

Uncertificated Balance:  The amount of any Regular Interest outstanding as of any date of determination.  As of the Closing Date, the Uncertificated Balance of each Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Balance.  On each Distribution Date, the Uncertificated Balance of each such Regular Interest shall be reduced by all distributions of principal made on such Regular Interest on such Distribution Date pursuant to Section 5.02 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 5.03.  The Uncertificated Balance of the Class LT-ZZ Interest shall be increased by interest deferrals as provided in Section 5.02.  The Uncertificated Balance of each Regular Interest shall never be less than zero.

Uncertificated Lower-Tier Interests:  The Uncertificated Lower-Tier Regular Interests and the LR interest, which represents the sole class of residual interest in the Lower-Tier REMIC.

Uncertificated Lower-Tier Regular Interest:  A regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as provided in Section 5.02 hereof.  Any of the Class LT-AA Interest, the Lower-Tier Corresponding Marker Interests, the Class LT-ZZ Interest, the Class LT-AR Interest and the Class LT-P Interest are Uncertificated Lower-Tier Regular Interests.

Uncertificated Lower-Tier REMIC Pass-Through Rate:  With respect to the Class LT-AA Interest, the Lower-Tier Corresponding Marker Interests, the Class LT-ZZ Interest, the Class LT-AR Interest and the Class LT-P Interest, the Weighted Average Net Mortgage Interest Rate.

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Uncertificated Upper-Tier REMIC Pass-Through Rate:  As set forth in the Preliminary Statement.

Underwriter’s Exemption:  An exemption listed in, and as amended by, Prohibited Transaction Exemption 2007-05, 72 Fed Reg 13130 (March 20, 2007) and any successor exemption.

Unpaid Realized Loss Amount:  For any Class of Senior Certificates (other than the Class A-R Certificate) or Mezzanine Certificates and as to any Distribution Date, the excess of (x) the cumulative amount of Applied Realized Loss Amounts allocated to such Class for all prior Distribution Dates over (y) the sum of (a) the cumulative amount of any Recoveries allocated to such Class and (b) the cumulative amount of Realized Loss Amortization Amounts with respect to such Class for all prior Distribution Dates.

Upper-Tier Interests:  The Uncertificated Upper-Tier Regular Interests and the Class UR interest, which represents the sole class of residual interest in the Upper-Tier REMIC.

Upper-Tier Certificate Sub-Account:  The sub-account of the Certificate Account designated by the Securities Administrator pursuant to Section 3.09(h).

Upper-Tier Regular Interest:  Any of the regular interests in the Upper-Tier REMIC listed in the Preliminary Statement, the ownership of which is represented by the Certificates.

Upper-Tier REMIC:  As defined in the Preliminary Statement, the assets of which consist of the Uncertificated Lower-Tier Interests and such amounts as shall be deemed held in the Upper-Tier Certificate Sub-Account.

U.S. Person:  A citizen or resident of the United States, a corporation or partnership (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including an entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as U.S. Persons).

Voting Rights:  The portion of the voting rights of all of the Certificates which is allocated to any Certificate.  As of any date of determination, (a) 97% of all Voting Rights shall be allocated to the Holders of the Senior Certificates (other than the Class A-R Certificate) and the Mezzanine Certificates in proportion to the Certificate Balances of their respective Certificates, (b) 1% of all Voting Rights shall be allocated to the Holder of the Class A-R Certificate, (c) 1% of all Voting Rights shall be allocated to the Holders of the Class CE Certificates and (c) 1% of all Voting Rights shall be allocated to the Holders of the Class P Certificates.

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Weighted Average Net Mortgage Interest Rate:  For any Distribution Date, a per annum rate (expressed on the basis of a 360-day year consisting of twelve 30-day months) equal to the average of the Net Mortgage Interest Rates of the Mortgage Loans (weighted on the basis of the Stated Principal Balances of the Mortgage Loans as of the first day of the related Collection Period).

Xxxxx Fargo Bank:  Xxxxx Fargo Bank, N.A., in its capacity as Servicer under the Xxxxx Fargo Bank Servicing Agreement.

Xxxxx Fargo Bank Servicing Agreement:  Collectively, (i) that certain Servicing Agreement, dated as of July 1, 2006, as amended by that certain Amendment No. 1, dated as of June 1, 2007, both by and between BANA and Xxxxx Fargo Bank, (ii) that certain Second Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of May 1, 2006, by and between BANA and Xxxxx Fargo Bank and (iii) the Assignment, Assumption and Recognition Agreements, each dated May 30, 2008, by and among BANA, the Depositor, the Trustee, the Master Servicer and Xxxxx Fargo Bank.

WHFIT: A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations § 1.671-5(b)(22) or successor provisions.

WHFIT Regulations: Treasury Regulations § 1.671-5, as amended.

WHMT:  A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations § 1.671-5(b)(23) or successor provisions.

Section 1.02 Interest Calculations.

All calculations of interest with respect to the Certificates will be made on a 360-day year consisting of twelve (12) 30-day months.  All dollar amounts calculated hereunder shall be rounded to the nearest xxxxx with one-half of one xxxxx being rounded down.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans.

(a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Mortgage Loans and the related Mortgage Files, including all interest and principal received on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date) and the Depositor’s rights under the BANA Servicing Agreement and under the Mortgage Loan Purchase Agreement, including the rights of the Depositor as assignee of the Sponsor with respect to the Sponsor’s rights under the Servicing Agreements (other than the BANA Servicing Agreement) and the underlying sale agreements.  The foregoing sale, transfer, assignment and set over does not and

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is not intended to result in a creation of an assumption by the Trustee of any obligation of the Depositor or any other Person in connection with the Mortgage Loans or any agreement or instrument relating thereto, except as specifically set forth herein.  In addition, the Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust for the benefit of the Certificateholders, without recourse, the Depositor’s rights to receive any BPP Mortgage Loan Payment.  It is agreed and understood by the parties hereto that it is not intended that any mortgage loan be included in the Trust that is a “High-Cost Home Loan” as defined in any of (i) the New Jersey Home Ownership Act effective November 27, 2003, (ii) the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) the Indiana Home Loan Practices Act, effective January 1, 2005.

(b) In connection with such transfer and assignment, the Depositor has delivered or caused to be delivered to the Trustee, or a Custodian on behalf of the Trustee, for the benefit of the Certificateholders, the following documents or instruments with respect to each Mortgage Loan so assigned:

(i) the original Mortgage Note, endorsed by manual or facsimile signature in the following form:  “Pay to the order of U.S. Bank National Association, as trustee for holders of Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series 2008-1, without recourse,” with all necessary intervening endorsements showing a complete chain of endorsement from the originator to the Trustee (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note) and, in the case of any Mortgage Loan originated in the State of New York documented by a NYCEMA, the NYCEMA, the new Mortgage Note, if applicable, the consolidated Mortgage Note and the consolidated Mortgage;

(ii) except as provided below and other than with respect to the Mortgage Loans purchased by the Sponsor from Xxxxx Fargo Bank, the original recorded Mortgage with evidence of a recording thereon, or if any such Mortgage has not been returned from the applicable recording office or has been lost, or if such public recording office retains the original recorded Mortgage, a copy of such Mortgage certified by the applicable Servicer (which may be part of a blanket certification) as being a true and correct copy of the Mortgage;

(iii) subject to the provisos at the end of this paragraph, a duly executed Assignment of Mortgage to “U.S. Bank National Association, as trustee for the holders of Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series 2008-1” (which may be included in a blanket assignment or assignments), together with, except as provided below and other than with respect to the Mortgage Loans purchased by the Sponsor from Xxxxx Fargo Bank, originals of all interim recorded assignments of such Mortgage or a copy of such interim assignment certified by the applicable Servicer (which may be part of a blanket certification) as being a true and complete copy of the original recorded intervening assignments of such Mortgage (each such assignment, when duly and validly completed, to be in recordable form and

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sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such Assignment of Mortgage may exclude the information to be provided by the recording office; and provided, further, if the related Mortgage has been recorded in the name of Mortgage Electronic Registration Systems, Inc. (“MERS”) or its designee, no Assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall enforce the obligations of the applicable Servicer to take all actions pursuant to the applicable Servicing Agreement and the terms of this Section 2.01 as are necessary to cause the Trust to be shown as the owner of the related Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS;

(iv) the originals of all assumption, modification, consolidation or extension agreements, if any, with evidence of recording thereon, if any;

(v) other than with respect to the Mortgage Loans purchased by the Sponsor from Xxxxx Fargo Bank, any of (A) the original or duplicate original mortgagee title insurance policy and all riders thereto, (B) a title search showing no lien (other than standard exceptions) on the Mortgaged Property senior to the lien of the Mortgage or (C) an opinion of counsel of the type customarily rendered in the applicable jurisdiction in lieu of a title insurance policy;

(vi) the original of any guarantee executed in connection with the Mortgage Note;

(vii) for each Mortgage Loan, if any, which is secured by a residential long-term lease, a copy of the lease with evidence of recording indicated thereon, or, if the lease is in the process of being recorded, a photocopy of the lease, certified by an officer of the respective prior owner of such Mortgage Loan or by the applicable title insurance company, closing/settlement/escrow agent or company or closing attorney to be a true and correct copy of the lease transmitted for recordation;

(viii) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and

(ix) for each Mortgage Loan secured by Cooperative Stock (other than with respect to any Mortgage Loan secured by Cooperative Stock purchased by the Sponsor from Xxxxx Fargo Bank), the originals of the following documents or instruments:

(A) The Cooperative Stock Certificate;

(B) The stock power executed in blank;

(C) The executed Cooperative Lease;

(D) The executed Recognition Agreement;

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(E) The executed assignment of Recognition Agreement, if any;

(F) The executed UCC-1 financing statement with evidence of recording thereon; and

(G) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation).

provided, however, that on the Closing Date, with respect to item (iii), if an Assignment of Mortgage is required to be recorded as set forth below, the Depositor has delivered to the Trustee or a Custodian on behalf of the Trustee, as the case may be, a copy of such Assignment of Mortgage in blank rather than in the name of the Trustee and has caused the applicable Servicer to retain the completed Assignment of Mortgage for recording as described below, unless such Mortgage has been recorded in the name of MERS or its designee.  In addition, if the Depositor is unable to deliver or cause the delivery of any original Mortgage Note due to the loss of such original Mortgage Note, the Depositor may deliver a copy of such Mortgage Note, together with a lost note affidavit, and shall thereby be deemed to have satisfied the document delivery requirements of this Section 2.01(b).

If in connection with any Mortgage Loans, the Depositor cannot deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all assumption, modification, consolidation or extension agreements, if any, or (D) the lender’s title policy, if any, (together with all riders thereto), if applicable, satisfying the requirements of clause (ii), (iii), (iv) or (v) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office in the case of clause (ii), (iii) or (iv) above, or because the title policy, if applicable, has not been delivered to any of the related Servicer, the Sponsor or the Depositor, as applicable, by the applicable title insurer, if any, in the case of clause (v) above, the Depositor shall promptly deliver or cause to be delivered to the Trustee or a Custodian on behalf of the Trustee, as the case may be, in the case of clause (ii), (iii) or (iv) above, such Mortgage, such interim assignment or such assumption, modification, consolidation or extension agreement, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording office, but in no event shall any such delivery of any such documents or instruments be made later than one (1) year following the Closing Date, unless, in the case of clause (ii), (iii) or (iv) above, there has been a continuing delay at the applicable recording office or, in the case of clause (v), there has been a continuing delay at the applicable insurer and the Depositor has delivered an Officer’s Certificate to such effect to the Trustee.  The Depositor shall forward or cause to be forwarded to the Trustee or a Custodian, on behalf of the Trustee, as the case may be, (1) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (2) any other documents required to be delivered by the Depositor, or the applicable Servicer to the Trustee or a Custodian on the Trustee’s behalf, as the case may be.  In the event that the original Mortgage is not delivered and in connection with the payment in full of the related Mortgage Loan the public recording office requires the presentation of a “lost instruments affidavit and indemnity” or any equivalent document, because only a copy of the Mortgage can be delivered with the instrument of satisfaction or reconveyance, the Depositor shall prepare,

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execute and deliver or cause to be prepared, executed and delivered, on behalf of the Trust, such a document to the public recording office.

Upon discovery by the Depositor or notice from Xxxxx Fargo Bank, the Master Servicer, the Securities Administrator or the Trustee that a Document Transfer Event has occurred, the Depositor shall, with respect to Mortgage Loans purchased by the Sponsor from Xxxxx Fargo Bank, deliver or cause to be delivered to the Trustee or a Custodian, on behalf of the Trustee, within 60 days, copies (which may be in electronic form mutually agreed upon by the Depositor and the Trustee or such Custodian) of the following additional documents or instruments to the Mortgage File with respect to each such Mortgage Loan; provided, however, that originals of such documents or instruments shall be delivered to the Trustee or a Custodian on behalf of the Trustee, as applicable, if originals are required under the law in which the related Mortgaged Property is located in order to exercise all remedies available to the Trust under applicable law following default by the related Mortgagor; provided further, that none of the parties hereto shall have any duty to monitor for the occurrence of any Document Transfer Event, and the Master Servicer, the Securities Administrator and the Trustee shall provide the aforementioned notice only to the extent a Responsible Officer of either such party has actual knowledge of a Document Transfer Event:

(1) other than if the related Mortgage has been recorded in the name of MERS or its designee, originals of all interim recorded assignments of such mortgage or a copy of such interim assignments certified by Xxxxx Fargo Bank (which may be part of a blanket certification) as being a true and complete copy of the original recorded intervening assignments of Mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates);

(2) the original or a certified copy of the lender’s title insurance policy;

(3) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; and

(4) for each Mortgage Loan secured by Cooperative Stock, the originals of the following documents or instruments:

(H) The Cooperative Stock Certificate;

(I) The stock power executed in blank;

(J) The executed Cooperative Lease;

(K) The executed Recognition Agreement;

(L) The executed assignment of Recognition Agreement, if any;

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(M) The executed UCC-1 financing statement with evidence of recording thereon; and

(N) Executed UCC-3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation).

With respect to each Mortgage Loan, as promptly as practicable subsequent to such transfer and assignment, the Master Servicer shall (except for any Mortgage which has been recorded in the name of MERS or its designee) enforce the obligations of the related Servicer pursuant to the related Servicing Agreement to (I) cause each Assignment of Mortgage to be in proper form for recording in the appropriate public office for real property records within the time period required in the applicable Servicing Agreement and (II) at the Depositor’s expense, cause to be delivered for recording in the appropriate public office for real property records the Assignments of the Mortgages to the Trustee, except that, with respect to any Assignment of a Mortgage as to which the related Servicer has not received the information required to prepare such assignment in recordable form, such Servicer’s obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in accordance with the applicable Servicing Agreement.

No recording of an Assignment of Mortgage will be required in a state if either (i) the Depositor furnishes to the Trustee and the Securities Administrator an unqualified Opinion of Counsel reasonably acceptable to the Trustee and the Securities Administrator to the effect that recordation of such assignment is not necessary under applicable state law to preserve the Trustee’s interest in the related Mortgage Loan against the claim of any subsequent transferee of such Mortgage Loan or any successor to, or creditor of, the Depositor or the originator of such Mortgage Loan or (ii) the recordation of an Assignment of Mortgage in such state is not required by either Rating Agency in order to obtain the initial ratings on the Certificates on the Closing Date.  Exhibit J attached hereto sets forth the list of all states where recordation is required by any Rating Agency to obtain the initial ratings of the Certificates.  The Securities Administrator and the Trustee may rely and shall be protected in relying upon the information contained in such Exhibit J.

In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Depositor, in lieu of delivering the above documents to the Trustee, or a Custodian on the Trustee’s behalf, will cause the applicable Servicer to remit to the Master Servicer for deposit in the Master Servicer Custodial Account the portion of such payment that is required to be deposited in the such account pursuant to Section 3.09.

Section 2.02 Acceptance by the Trustee or Custodian of the Mortgage Loans.

Subject to the provisions of the following paragraph, the Trustee declares that it, or a Custodian as its agent, will hold the documents referred to in Section 2.01 and the other documents delivered to it or a Custodian as its agent, as the case may be, constituting the Mortgage Files, and that it will hold such other assets as are included in the Trust Estate delivered to it, in trust for the exclusive use and benefit of all present and future

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Certificateholders.  Upon execution and delivery of this document, the Trustee shall deliver or cause a Custodian to deliver to the Depositor, the Master Servicer and the NIMS Insurer a certification in the form attached hereto as Exhibit K (the “Initial Certification”) to the effect that, except as may be specified in a list of exceptions attached thereto, such Person has received the original Mortgage Note relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule.

Within 90 days after the execution and delivery of this Agreement, the Trustee shall review, or cause a Custodian, on behalf of the Trustee, to review, the Mortgage Files in such Person’s possession, and shall deliver to the Depositor, the Master Servicer and the NIMS Insurer a certification in the form attached hereto as Exhibit L (the “Final Certification”) to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified in a list of exceptions attached to such Final Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). In performing any such review, the Trustee or a Custodian, as the case may be, may conclusively rely on the purported genuineness of any such document and any signature thereon.

If, in the course of such review, the Trustee or a Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01 or is omitted from such Mortgage File or if the Depositor, the Master Servicer, the Trustee, a Custodian, the NIMS Insurer or the Securities Administrator discovers a breach by a Servicer, an originator, the Sponsor or the Depositor of any representation, warranty or covenant under the Servicing Agreements, an underlying sale agreement, the Mortgage Loan Purchase Agreement or this Agreement, as the case may be, in respect of any Mortgage Loan and such breach materially adversely affects the interest of the Certificateholders in the related Mortgage Loan (provided that any such breach that causes the Mortgage Loan not to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Certificateholders), then such party shall promptly so notify the Master Servicer, the Sponsor, the applicable Servicer, the applicable originator, the Securities Administrator, the Trustee, the NIMS Insurer and the Depositor of such failure to meet the requirements of Section 2.01 or of such breach and request that the applicable Servicer, the applicable originator, the Sponsor or the Depositor, as applicable, deliver such missing documentation or cure such defect or breach within 90 days of its discovery or its receipt of notice of any such failure to meet the requirements of Section 2.01 or of such breach.  If the Trustee receives written notice that the Depositor, the Sponsor, the applicable originator or the applicable Servicer, as the case may be, has not delivered such missing document or cured such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust, shall enforce the applicable Servicer’s, the applicable originator’s, the Sponsor’s or the Depositor’s obligation, as the case may be, under the applicable Servicing Agreement, the applicable underlying sale agreement, the Mortgage Loan Purchase Agreement or this Agreement, as the case may be, and cause the applicable Servicer, the applicable originator, the Sponsor or the Depositor, as the case may be, to either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth below or (b) purchase such Mortgage Loan from the Trust at the Purchase Price for such Mortgage Loan; provided, however, that in no event shall such a substitution occur more than two years from the Closing Date; provided, further, that such substitution or repurchase must occur within 90 days of when such defect was discovered if such

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defect will cause a Mortgage Loan not to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code.

Notwithstanding any contrary provision of this Agreement, no substitution pursuant to this Section 2.02 shall be made more than 90 days after the Closing Date unless the Depositor delivers to the Trustee and the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of any of the Trustee, the Securities Administrator or the Trust Estate, addressed to the Trustee and the Securities Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on “prohibited transactions” on any REMIC created hereunder or contributions after the Start-up Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

It is understood that the scope of the Trustee’s review (or a Custodian’s review on its behalf) of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 2.01 appear on their face to have been executed and relate to the applicable Mortgage Loans identified in the related Mortgage Loan Schedule based solely upon the review of items (i) and (xi) in the definition of Mortgage Loan Schedule.  Neither the Trustee nor any Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction.

If the Trustee receives written notice from the Depositor, the Master Servicer or the Securities Administrator of a breach of any representation or warranty of a Servicer, an originator or the Sponsor, the Trustee, on behalf of the Trust, shall enforce the rights of the Trust under the Servicing Agreements, the underlying sale agreements, the Mortgage Loan Purchase Agreement and this Agreement for the benefit of the Certificateholders.  If the Trustee receives written notice from the Depositor, the Master Servicer or the Securities Administrator of a breach of the representations or warranties with respect to a Mortgage Loan set forth in a Servicing Agreement or an underlying sale agreement, the Trustee, on behalf of the Trust, shall enforce the right of the Trust to be indemnified for such breach of representation or warranty.  In addition, if the Trustee receives written notice from the Depositor, the Master Servicer or the Securities Administrator of a breach of a representation with respect to a Mortgage Loan set forth in clauses (k) or (p) of paragraph 3 or clauses (f), (nn) and (oo) of paragraph 4 of the Mortgage Loan Purchase Agreement that occurs as a result of a violation of an applicable predatory or abusive lending law, the Trustee, on behalf of the Trust, shall enforce the right of the Trust to reimbursement by the Sponsor for all costs or damages incurred by the Trust as a result of the violation of such law (such amount, the “Reimbursement Amount”), but in the case of a breach of a representation set forth in clauses (k) or (p) of paragraph 3 of the Mortgage Loan Purchase Agreement, only to the extent the applicable Servicer or originator does not so reimburse the Trust.  It is understood and agreed that, except for any indemnification provided in the Servicing Agreements or underlying sale agreements and the payment of any Reimbursement Amount, the obligation of a Servicer, an originator, the Sponsor or the Depositor to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is

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continuing shall constitute the sole remedy against a Servicer, originator, the Sponsor or the Depositor in respect of such omission, defect or breach available to the Trustee on behalf of the Trust and the Certificateholders.

With respect to the representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement that are made to the best of the Sponsor’s knowledge or as to which the Sponsor had no knowledge, if it is discovered by the Depositor, the Master Servicer, the NIMS Insurer or the Trustee that the substance of such representation or warranty is inaccurate and such inaccuracy materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan then, notwithstanding the Sponsor’s lack of knowledge with respect to the substance of such representation or warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty.

It is understood and agreed that the representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement shall survive delivery of the Mortgage Files to the Trustee or a Custodian on the Trustee’s behalf and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment.  It is understood and agreed that the obligations of the Sponsor set forth in this Section 2.02 to cure, substitute for or repurchase a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders and to the Trustee on their behalf respecting a breach of the representations and warranties contained in the Mortgage Loan Purchase Agreement.

The representations and warranties of each Servicer or originator with respect to the applicable Mortgage Loans in the related Servicing Agreement or underlying sale agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in such Servicing Agreement or underlying sale agreement, as the case may be.  To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of a Servicer or an originator under the related Servicing Agreement or underlying sale agreement, as the case may be, and (ii) a representation or warranty of the Sponsor under the Mortgage Loan Purchase Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee’s right, on behalf of the Trust, to enforce the obligations of such Servicer or originator under any applicable representation or warranty made by it.  It is hereby acknowledged that the Sponsor shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the applicable Servicer in the applicable Servicing Agreement or originator in the applicable underlying sale agreement, without regard to whether such Servicer or originator, as the case may be, fulfills its contractual obligations in respect of such representation or warranty.  It is hereby further acknowledged that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans (except as set forth in Section 2.04) under any circumstances.

With respect to each Substitute Mortgage Loan the applicable Servicer, originator, the Sponsor or the Depositor, as the case may be, shall deliver to the Trustee (or a Custodian on behalf of the Trustee), for the benefit of the Certificateholders, the documents and agreements

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required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01.  No substitution is permitted to be made in any calendar month after the Determination Date for such month.  Monthly Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall not be part of the Trust Estate.  For the month of substitution, distributions to Certificateholders will include the Monthly Payment due for such month on any Defective Mortgage Loan for which the Depositor, the Sponsor, a Servicer or an originator has substituted a Substitute Mortgage Loan.  To the extent the provisions of this Section 2.01 regarding the actions of a Servicer in connection with the substitution of Mortgage Loans conflict with the provisions of the related Servicing Agreement, the provisions of such Servicing Agreement shall control.

The Master Servicer, based upon information provided to it by the related Servicer and as approved by the Depositor, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of each Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator, the Trustee, the NIMS Insurer and any Custodian.  Upon such substitution of a Mortgage Loan by the Depositor, the Sponsor, a Servicer or an originator, each Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects, and the Depositor or the Sponsor, as the case may be, shall be deemed to have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and warranties made pursuant to paragraph 4 of the Mortgage Loan Purchase Agreement and the applicable Servicer or originator shall be deemed to have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the mortgage loan representations and warranties made pursuant to the applicable Servicing Agreement or underlying sale agreement, as the case may be. Upon any such substitution and the deposit to the applicable Master Servicer Custodial Account of any required Substitution Adjustment Amount (as described in the next paragraph) and receipt by the Trustee of a Request for Release, the Trustee shall release, or shall direct a Custodian to release, the Mortgage File relating to such Defective Mortgage Loan to applicable Person and shall execute and deliver at such Person’s direction such instruments of transfer or assignment prepared by such Person without recourse, as shall be necessary to vest title in such Person or its designee to the Trustee’s interest in any Defective Mortgage Loan substituted for pursuant to this Section 2.02.

For any month in which the Depositor, the Sponsor, a Servicer or an originator substitutes one or more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans substituted by such Person as of the date of substitution is less than the aggregate Stated Principal Balance of all such Defective Mortgage Loans substituted by such Person (after application of the principal portion of the Monthly Payments due in the month of substitution) (the “Substitution Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed Advances and unreimbursed Capitalization Reimbursement Amounts with respect to such Defective Mortgage Loans shall be remitted by such Person to the Master Servicer for deposit to the Master Servicer Custodial Account on or before the 18th day of the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder.

The Trustee shall retain or shall cause a Custodian to retain, as applicable, possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall cause to be promptly delivered to the Trustee or a

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Custodian on behalf of the Trustee, as the case may be, upon the execution or, in the case of documents requiring recording, receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the Master Servicer’s possession from time to time.

Neither the Trustee nor any Custodian shall be under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face or (ii) to determine whether any Mortgage File should include any of the documents specified in Section 2.01(b)(iv), (vi), (vii), (viii) and (ix).  In connection with making the certifications required hereunder, to the extent a title search or opinion of counsel has been provided in lieu of a title policy for any Mortgage Loan, the Trustee or a Custodian on its behalf, as applicable, shall only be responsible for confirming that a title search or opinion of counsel has been provided for such Mortgage Loan.

Section 2.03 Representations, Warranties and Covenants of the Master Servicer.

The Master Servicer hereby makes the following representations and warranties to the Depositor, the Securities Administrator, the NIMS Insurer and the Trustee, as of the Closing Date:

(i) The Master Servicer is a national banking association duly chartered, validly existing and in good standing under the federal laws of the United States of America and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each of the states where a Mortgaged Property securing a Mortgage Loan is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Master Servicer.  The Master Servicer has power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Master Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized.  This Agreement, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of the Master Servicer, subject to applicable law except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors generally or creditors of national banks and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law.  All requisite corporate action has been taken by the Master Servicer to make this Agreement valid and binding upon the Master Servicer in accordance with its terms.

(ii) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over the Master Servicer is required or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained.

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(iii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Master Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Master Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject.

(iv) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Master Servicer, threatened against the Master Servicer which, either individually or in the aggregate, would result in any material adverse change in the business, operations, financial condition, properties or assets of the Master Servicer, or in any material impairment of the right or ability of the Master Servicer to carry on its business substantially as now conducted or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Master Servicer contemplated herein, or which would materially impair the ability of the Master Servicer to perform under the terms of this Agreement.

The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee or a Custodian on the Trustee’s behalf and shall inure to the benefit of the Certificateholders.

Section 2.04 Representations and Warranties of the Depositor as to the Mortgage Loans.

The Depositor hereby represents and warrants to the Trustee and the NIMS Insurer with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of the date hereof or such other date set forth herein that as of the Closing Date:

(i) Immediately prior to the transfer and assignment contemplated herein, the Depositor was the sole owner and holder of the Mortgage Loans.  The Mortgage Loans were not assigned or pledged by the Depositor and the Depositor had good and marketable title thereto, and the Depositor had full right to transfer and sell the Mortgage Loans to the Trustee free and clear of any encumbrance, participation interest, lien, equity, pledge, claim or security interest and had full right and authority subject to no interest or participation in, or agreement with any other party to sell or otherwise transfer the Mortgage Loans.

(ii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust.

(iii) As of the Closing Date, the Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors.

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(iv) Each Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code and Treasury Regulation § 1.860G-2.

It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the respective Mortgage Files to the Trustee or a Custodian on the Trustee’s behalf and shall inure to the benefit of the Certificateholders.

Upon discovery by any of the Depositor, the Master Servicer, the Securities Administrator or the Trustee that any of the representations and warranties set forth in this Section 2.04 is not accurate (referred to herein as a “breach”) and that such breach materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties; provided that a breach of the representation that each Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Certificateholders.  Within 90 days of its discovery or its receipt of notice of any such breach, the Depositor shall cure such breach in all material respects or shall either (i) repurchase the Mortgage Loan or any property acquired in respect thereof from the Trustee at a price equal to the Purchase Price or (ii) if within two years of the Closing Date, substitute for such Mortgage Loan in the manner described in Section 2.02; provided that if the breach relates to the representation that each Mortgage Loan is a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such repurchase or substitution must occur within 90 days from the date the breach was discovered.  The Purchase Price of any repurchase described in this paragraph and the Substitution Adjustment Amount, if any, shall be remitted to the Master Servicer for deposit to the Master Servicer Custodial Account.  It is understood and agreed that, except with respect to the second preceding sentence, the obligation of the Depositor to repurchase or substitute for any Mortgage Loan or Mortgaged Property as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Certificateholders, or to the Trust and the Trustee on behalf of Certificateholders, and such obligation shall survive until termination of the Trust hereunder.

Section 2.05 Designation of Interests in the REMICs.

The Depositor hereby designates the Upper-Tier Regular Interests as “regular interests” and the Class UR Interest as the single class of “residual interest” in the Upper-Tier REMIC for purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.  The Depositor hereby further designates the Uncertificated Lower-Tier Regular Interests as “regular interests” and the Class LR Interest as the single class of “residual interest” in the Lower-Tier REMIC for purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.

Section 2.06 Designation of Start-up Day.

The Closing Date is hereby designated as the “start-up day” of each of the Upper-Tier REMIC and the Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the Code.

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Section 2.07 REMIC Certificate Maturity Date.

Solely for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the “latest possible maturity date” of the regular interests in the Upper-Tier REMIC and the Lower-Tier REMIC is the Distribution Date in the thirteenth month following the scheduled maturity date for the Mortgage Loan with the latest maturity date.

Section 2.08 Execution and Delivery of Certificates.

The Securities Administrator (i) acknowledges the issuance of and hereby declares that it holds the Uncertificated Lower-Tier Regular Interests on behalf of the Upper-Tier REMIC and the Certificateholders and (ii) has executed and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans and Uncertificated Lower-Tier Interests, together with all other assets included in the definition of “Trust Estate,” receipt of which is hereby acknowledged, Certificates in authorized Denominations which, together with the Uncertificated Lower-Tier Interests, evidence ownership of the entire Trust Estate.  The Securities Administrator acknowledges the obligation of the Class CE Certificates to pay Cap Carryover Amounts and declares that it holds the same on behalf of the Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, respectively, which shall be treated as beneficially owning the right to receive the Cap Carryover Amounts.

Section 2.09 Establishment of the Trust.

The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as “Banc of America Funding 2008-1 Trust” and does hereby appoint U.S. Bank National Association as Trustee in accordance with the provisions of this Agreement.

Section 2.10 Purpose and Powers of the Trust.

The purpose of the common law trust, as created hereunder, is to engage in the following activities:

(a) to acquire and hold the Mortgage Loans and the other assets of the Trust Estate and the proceeds therefrom;

(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;

(c) to make payments on the Certificates;

(d) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(e) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders.

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The trust is hereby authorized to engage in the foregoing activities.  Neither the Trustee nor the Securities Administrator shall cause the trust to engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement (or those ancillary thereto) while any Certificate is outstanding, and this Section 2.10 may not be amended, without the consent of the Certificateholders evidencing 51% or more of the aggregate voting rights of the Certificates.

Section 2.11 Rights of the NIMS Insurer.

Each of the rights of the NIMS Insurer set forth in this Agreement shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes issued pursuant to the Indenture and (ii) any series of notes issued pursuant to the Indenture remains outstanding or the NIMS Insurer is owed amounts in respect of its guarantee of payments on such notes; provided, however, the NIMS Insurer shall not have any rights hereunder (except pursuant to Section 11.01 in the case of clause (ii) below) during the period of time, if any, that (a) the NIMS Insurer has not undertaken to guarantee certain payments of notes issued pursuant to the Indenture or (ii) any default has occurred and is continuing under the insurance policy issued by the NIMS Insurer with respect to such notes.

ARTICLE III

ADMINISTRATION AND MASTER SERVICING

OF MORTGAGE LOANS

Section 3.01 Master Servicing of the Mortgage Loans.

For and on behalf of the Certificateholders, the Master Servicer shall supervise, monitor and oversee the obligations of the Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration.  In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement, subject to the prior sentence, and with Customary Servicing Procedures.  Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Servicer and shall enforce the obligation of each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and the Master Servicer’s records, and based on such reconciled and corrected information, prepare the Master Servicer’s Certificate and any other information and statements required hereunder.  The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers to the Master Servicer Custodial Account pursuant to the applicable Servicing Agreements.

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Continuously from the date hereof until the termination of the Trust, the Master Servicer shall enforce the obligations of the Servicers to collect all payments due under the terms and provisions of the Mortgage Loans when the same shall become due and payable to the extent such procedures shall be consistent with the applicable Servicing Agreement.

The relationship of the Master Servicer (and of any successor to the Master Servicer as master servicer under this Agreement) to the Trustee and the Securities Administrator under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Section 3.02 Monitoring of Servicers.

(a) The Master Servicer shall be responsible for reporting to the Trustee, the Securities Administrator and the Depositor the compliance by each Servicer with its duties under the related Servicing Agreement.  In the review of each Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to such Servicer’s compliance with the terms of its Servicing Agreement.  In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor, the Securities Administrator, the NIMS Insurer and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate.

(b) The Master Servicer, for the benefit of the Trust and the Certificateholders, shall enforce the obligations of each Servicer under the related Servicing Agreement, and shall, in the event that a Servicer fails to perform its obligations in accordance with the related Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of such Servicer thereunder and act as successor Servicer of the related Mortgage Loans under the applicable Servicing Agreement or cause the Trustee to enter into a new Servicing Agreement with a successor Servicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer.  Such enforcement, including, without limitation, the legal prosecution of claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans.  Subject to Section 3.02(c) and Section 7.03 hereof, the Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys fees against the party whom such enforcement is directed, provided that the Master Servicer and the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such action.

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(c) To the extent that the costs and expenses of the Master Servicer or the Trustee, as applicable, related to any termination of a Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect to any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by such Servicer under the related Servicing Agreement and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor Servicer to service the Mortgage Loans in accordance with the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Master Servicer Custodial Account; provided that if such servicing transfer costs are ultimately reimbursed by the terminated Servicer, then the Master Servicer or the Trustee, as applicable, shall remit such amounts that are reimbursed by the terminated Servicer to the Master Servicer Custodial Account.

(d) The Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set forth in the related Servicing Agreement.

(e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the Servicer, if any, that it replaces.

(f) Subject to the conditions set forth in this Section 3.02(f), the Master Servicer is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.  The Master Servicer shall promptly upon request provide to the Depositor a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Master Servicer, specifying (i) the identity of each such Subcontractor that is a Servicing Function Participant and (ii) which elements of the Servicing Criteria will be addressed in Assessments of Compliance provided by each Servicing Function Participant.  As a condition to the utilization by the Master Servicer of any Servicing Function Participant, the Master Servicer shall cause any such Servicing Function Participant for the benefit of the Depositor to comply with the provisions of Section 3.21 of this Agreement to the same extent as if such Servicing Function Participant were the Master Servicer.  The Master Servicer shall be responsible for obtaining from each such Servicing Function Participant and delivering to the applicable Persons any Assessment of Compliance and related Attestation Report required to be delivered by such Servicing Function Participant under Section 3.21, in each case as and when required to be delivered.

Notwithstanding the foregoing, if the Master Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement, the Master Servicer shall be responsible for determining whether such Subcontractor is an Additional Servicer.

The Master Servicer shall indemnify the Depositor, the  Sponsor, the Trustee, the Custodian and the Securities Administrator and any of their directors, officers, employees or agents and hold them harmless against any and all claims, losses, damages, penalties, fines,

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forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to a breach of the Master Servicer’s obligation set forth in the preceding paragraph or the failure of the Master Servicer to perform any of its obligations under this Section 3.02(f), Section 3.20, Section 3.21 or Section 3.22.

Section 3.03 Fidelity Bond; Errors and Omissions Insurance.

The Master Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with broad coverage on all officers, employees or other persons involved in the performance of its obligations as Master Servicer hereunder.  These policies must insure the Master Servicer against losses resulting from dishonest or fraudulent acts committed by the Master Servicer’s personnel, any employees of outside firms that provide data processing services for the Master Servicer, and temporary contract employees or student interns.  No provision of this Section 3.03 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Master Servicer from its duties and obligations as set forth in this Agreement.  The minimum coverage under any such bond and insurance policy shall be at least equal to the corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Mae Servicing Guide or by Xxxxxxx Mac in the Xxxxxxx Xxx Xxxxxxx’ & Servicers’ Guide, as amended or restated from time to time, or in an amount as may be permitted to the Master Servicer by express waiver of Xxxxxx Xxx or Xxxxxxx Mac.  In the event that any such policy or bond ceases to be in effect, the Master Servicer shall obtain a comparable replacement policy or bond from an insurer or issuer, meeting the requirements set forth above as of the date of such replacement.

Section 3.04 Access to Certain Documentation.

The Master Servicer shall provide, and the Master Servicer shall enforce the obligation of each Servicer to provide in accordance with the related Servicing Agreement, to the OCC, the OTS, the FDIC and to comparable regulatory authorities supervising Holders of Certificates and the examiners and supervisory agents of the OCC, the OTS, the FDIC and such other authorities, access to the documentation required by applicable regulations of the OCC, the OTS, the FDIC and such other authorities with respect to the Mortgage Loans.  Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices designated by the Master Servicer and the related Servicer.  In fulfilling such request for access, the Master Servicer shall not be responsible to determine the sufficiency of any information provided by such Servicer.  Nothing in this Section 3.04 shall limit the obligation of the Master Servicer and the related Servicer to observe any applicable law and the failure of the Master Servicer or the related Servicer to provide access as provided in this Section 3.04 as a result of such obligation shall not constitute a breach of this Section 3.04.

Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims.

(a) The Master Servicer shall not take or permit any Servicer (to the extent such action is prohibited under the applicable Servicing Agreement and the Master Servicer has notice thereof) to take, any action that would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Master Servicer or such Servicer, would have been covered thereunder.  The Master Servicer shall use its best reasonable efforts to cause each Servicer (to

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the extent required under the related Servicing Agreement) to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain such insurance), primary mortgage insurance applicable to each Mortgage Loan in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable.  The Master Servicer shall not, and shall not permit any Servicer (to the extent specified under the related Servicing Agreement and the Master Servicer has notice thereof) to, cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder except in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable.

(b) The Master Servicer agrees to present, or to enforce the obligation of each Servicer (to the extent required under the related Servicing Agreement) to present, on behalf of the Trust, the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans.  Pursuant to Sections 3.08 and 3.09, any amounts collected by the Master Servicer or any Servicer under any Primary Mortgage Insurance Policies shall be deposited in the Master Servicer Custodial Account, subject to withdrawal pursuant to Section 3.11.

Section 3.06 Rights of the Depositor, the Securities Administrator and the Trustee in Respect of the Master Servicer.

The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder and in connection with any such defaulted obligation to exercise the related rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee.  None of the Securities Administrator, the Trustee or the Depositor shall have any responsibility or liability for any action or failure to act by the Master Servicer and the Securities Administrator, the Trustee or the Depositor shall not be obligated to supervise the performance of the Master Servicer hereunder or otherwise.

Section 3.07 Trustee to Act as Master Servicer.

(a) In the event the Master Servicer or any successor master servicer shall for any reason no longer be the Master Servicer hereunder (including by reason of an Event of Default), the Trustee as trustee hereunder shall within 90 days of such time, assume, if it so elects, or shall appoint a successor Master Servicer to assume, all of the rights and obligations of the Master Servicer hereunder arising thereafter.  Any such assumption shall be subject to Sections 7.02 and 8.05.

(b) The predecessor Master Servicer at its expense shall, upon request of the Trustee, deliver to the assuming party all master servicing documents and records and an accounting of amounts collected or held by the Master Servicer, and shall transfer control of the Master Servicer Custodial Account and any investment accounts to the successor Master Servicer, and otherwise use its best efforts to effect the orderly and efficient transfer of its rights and duties as

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Master Servicer hereunder to the assuming party.  The Trustee shall be entitled to be reimbursed from the predecessor Master Servicer (or the Trust if the predecessor Master Servicer is unable to fulfill such obligations) for all Master Servicing Transfer Costs.

Section 3.08 Servicer Custodial Accounts and Escrow Accounts.

(a) The Master Servicer shall enforce the obligation of each Servicer to establish and maintain a Servicer Custodial Account in accordance with the applicable Servicing Agreement, with records to be kept with respect thereto on a loan by loan basis, into which accounts shall be deposited within 48 hours (or as of such other time specified in the related Servicing Agreement) of receipt all collections of principal and interest on any Mortgage Loan and all collections with respect to any REO Property received by a Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Recoveries and Advances made from the Servicer’s own funds (less servicing compensation as permitted by the applicable Servicing Agreement in the case of any Servicer) and all other amounts to be deposited in the Servicer Custodial Account.  The Master Servicer is hereby authorized to make withdrawals from and deposits to the related Servicer Custodial Account for purposes required or permitted by this Agreement.

(b) To the extent required by the related Servicing Agreement and by the related Mortgage Note and not violative of current law, the Master Servicer shall enforce the obligation of each Servicer to establish and maintain one or more escrow accounts (for each Servicer, collectively, the “Escrow Account”) and deposit and retain therein all collections from the Mortgagors (or Advances by such Servicer) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Master Servicer to compel a Servicer to establish an Escrow Account in violation of applicable law.

Section 3.09 Collection of Mortgage Loan Payments; Master Servicer Custodial Account, Certificate Account and Cap Carryover Reserve Account.

(a) Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Master Servicer shall enforce the obligations of the Servicers to collect all payments due under the terms and provisions of the Mortgage Loans when the same shall become due and payable in accordance with the applicable Servicing Agreement.

(b) The Securities Administrator shall establish and maintain the Certificate Account, which shall be deemed to consist of two sub-accounts and into which the Master Servicer will deposit on or prior to 11:00 a.m. New York time, on each Distribution Date (or, if the Securities Administrator is no longer the same Person as, or an Affiliate of, the Master Servicer, the Business Day preceding each Distribution Date) all amounts on deposit in the Master Servicer Custodial Account for distribution to Certificateholders.

(c) The Master Servicer shall establish and maintain the Master Servicer Custodial Account, which shall be an Eligible Account.  The Master Servicer Custodial Account may be deemed a sub-account of the Certificate Account.  The Master Servicer shall, promptly upon receipt, deposit in the Master Servicer Custodial Account and retain therein any amounts which are required to be deposited in the Master Servicer Custodial Account by the Master Servicer.

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(d) The Master Servicer shall deposit or cause to be deposited into the Master Servicer Custodial Account, on the same Business Day of receipt (except as otherwise specifically provided herein), the following payments and collections remitted to the Master Servicer by each Servicer from its respective Servicer Custodial Account pursuant to the related Servicing Agreement or received by the Master Servicer in respect of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest due on the Mortgage Loans on or before the Cut-off Date) and the following amounts required to be deposited hereunder:

(i) all payments on account of principal of the Mortgage Loans, including Principal Prepayments;

(ii) all payments on account of interest on the Mortgage Loans, net of the related Administrative Fee;

(iii) (A)  all Insurance Proceeds and Liquidation Proceeds, other than Insurance Proceeds to be (1) applied to the restoration or repair of the Mortgaged Property, (2) released to the Mortgagor in accordance with Customary Servicing Procedures or (3) required to be deposited to an Escrow Account pursuant to Section 3.08 and (B) any Insurance Proceeds released from an Escrow Account;

(iv) in the case of the Master Servicer Custodial Account, any amount required to be deposited by the Master Servicer pursuant to Section 3.09(e) in connection with any losses on Permitted Investments with respect to the Master Servicer Custodial Account;

(v) any amounts relating to REO Property required to be remitted by the applicable Servicer;

(vi) Periodic Advances made by the applicable Servicer pursuant to the related Servicing Agreement (or, if applicable, by the Master Servicer or (if the Trustee has become the Master Servicer) the Trustee pursuant to Section 3.19 or (if the Trustee has become the Master Servicer) the Trustee pursuant to Section 8.01) and any Compensating Interest paid by the applicable Servicer pursuant to the related Servicing Agreement;

(vii) all Purchase Prices, all Substitution Adjustment Amounts and all related Reimbursement Amounts to the extent received by the Master Servicer;

(viii) any Recoveries;

(ix) all Prepayment Charges collected by the Master Servicer in connection with the voluntary Principal Prepayment in full of any related Mortgage Loan; and

(x) any other amounts required to be deposited hereunder.

If the Master Servicer shall deposit any amount not required to be deposited, it may at any time withdraw such amount from the Master Servicer Custodial Account, any provision herein to the contrary notwithstanding.  All funds required to be deposited in the Master Servicer Custodial Account shall be held by the Master Servicer in trust for the Certificateholders until disbursed in

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accordance with this Agreement or withdrawn in accordance with Section 3.11.  Notwithstanding anything to the contrary herein, any interest on any late remittances made by a Servicer to the Master Servicer payable pursuant to the applicable Servicing Agreement shall be payable to the Master Servicer and not to the Trust or to any other party.

(e) Each institution at which the Master Servicer Custodial Account is maintained shall invest the funds therein as directed in writing by the Master Servicer in Permitted Investments, which shall mature not later than the Business Day next preceding the Distribution Date (except that if such Permitted Investment is an obligation of the institution that maintains such account, then such Permitted Investment shall mature not later than such Distribution Date) and, in each case, shall not be sold or disposed of prior to its maturity.  All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. All Master Servicer Custodial Account Reinvestment Income shall be for the benefit of the Master Servicer as part of its master servicing compensation and shall be remitted to the Master Servicer monthly as provided herein.  The amount of any losses realized in the Master Servicer Custodial Account incurred in any such account in respect of any such investments shall promptly be deposited by the Master Servicer from its own funds in the Master Servicer Custodial Account.

(f) Each institution at which the Certificate Account is maintained shall invest the funds therein if directed in writing by the Securities Administrator in Permitted Investments that are obligations of the institution that maintains the Certificate Account, which shall mature on the Distribution Date and shall not be sold or disposed of prior to its maturity.  All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders.  All income and gains net of any losses realized since the preceding Distribution Date from Permitted Investments of funds in the Certificate Account shall be for the benefit of the Securities Administrator as its compensation and the amount of any losses realized in the Certificate Account in respect of any such Permitted Investments shall promptly be deposited by the Securities Administrator from its own funds to the Certificate Account.

(g) The Master Servicer shall give notice to the Depositor, the Trustee, the Securities Administrator and the Rating Agencies of any proposed change of location of the Master Servicer Custodial Account not later than 30 days after and not more that 45 days prior to any change thereof.  The Securities Administrator shall give notice to the Depositor, the Trustee, the Master Servicer and the Rating Agencies of any proposed change of the location of the Certificate Account maintained by the Securities Administrator not later than 30 days after and not more than 45 days prior to any change thereof.  The creation of the Master Servicer Custodial Account and the Certificate Account shall be evidenced by a certification substantially in the form attached hereto as Exhibit F.

(h) The Securities Administrator shall designate each of the Lower-Tier Certificate Sub-Account and the Upper-Tier Certificate Sub-Account as a sub-account of the Certificate Account.

On each Distribution Date (other than the Final Distribution Date, if such Final Distribution Date is in connection with a purchase of the assets of the Trust Estate by the Depositor), the Securities Administrator shall (A) from funds available on deposit in the

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Certificate Account, be deemed to deposit into the Lower-Tier Certificate Sub-Account, all funds deemed on deposit in the Certificate Account and (B) immediately thereafter, be deemed to deposit into the Upper-Tier Certificate Sub-Account, the Lower-Tier Distribution Amount.

(i) No later than the Closing Date, the Securities Administrator shall establish and maintain the Cap Carryover Reserve Account which shall be a non-interest-bearing account.  On each Distribution Date as to which there is a Cap Carryover Amount payable to the Certificates (other than the Class A-R and Class P Certificates), the Securities Administrator has been directed by the Holders of the Class CE Certificates to, and therefore will, deposit into the Cap Carryover Reserve Account the amounts described in Section 5.02(c), priority fourth, rather than distributing such amounts to the Holders of the Class CE Certificates.

For federal and state income tax purposes, the Holders of the Class CE Certificates will be deemed to be the owners of the Cap Carryover Reserve Account and the Cap Carryover Reserve Account will be an asset of the Class CE Grantor Trust as provided in Section 5.13 and all amounts deposited into the Cap Carryover Reserve Account shall be treated as amounts distributed by the Upper-Tier REMIC with respect to the Class CE Upper-Tier Regular Interest.  Upon a termination relating to the Certificates pursuant to Section 10.01 or the payment in full of the Certificates, all amounts remaining on deposit in the Cap Carryover Reserve Account will be released by the Trust Estate and distributed to the Holders of the Class CE Certificates or their designees.  The Cap Carryover Reserve Account will be part of the Trust Estate but not part of any REMIC created hereunder and any payments to the Holders of the Certificates (other than the Class A-R and Class P Certificates) of Cap Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1).  The Cap Carryover Reserve Account is an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h).

By accepting a Class CE Certificate, each Holder of a Class CE Certificate hereby agrees to direct the Securities Administrator, and the Securities Administrator hereby is directed, to deposit into the Cap Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Cap Carryover Amount rather than distributing such amounts to the Holders of the Class CE Certificates.  By accepting a Class CE Certificate, each Holder of a Class CE Certificate further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.  Amounts held in the Cap Carryover Reserve Account shall be held uninvested.

For federal tax return and information reporting, the value of the right of the Holders of the Certificates (other than the Class A-R and Class P Certificates) to receive payments from the Cap Carryover Reserve Account in respect of any Cap Carryover Amount shall be assumed to have a value of zero as of the Closing Date unless and until required otherwise by an applicable taxing authority.

Section 3.10 Access to Certain Documentation and Information Regarding the Mortgage Loans.

The Master Servicer shall afford and shall enforce the obligation of the Servicers to afford the Securities Administrator and the Trustee reasonable access to all records and

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documentation regarding the Mortgage Loans and all accounts, insurance information and other matters relating to this Agreement, such access being afforded without charge, but only upon reasonable request and during normal business hours at the office designated by the Master Servicer or the applicable Servicer.

Section 3.11 Permitted Withdrawals from the Certificate Account and the Master Servicer Custodial Account.

(a) The Securities Administrator shall withdraw funds from the Certificate Account for distributions to Certificateholders in the manner specified in this Agreement.  In addition, the Master Servicer may from time to time make withdrawals from the Master Servicer Custodial Account for the following purposes:

(i) to pay to the Servicers (to the extent not previously retained by them), the Servicing Fee to which they are entitled pursuant to the Servicing Agreements and to pay itself any Master Servicer Custodial Account Reinvestment Income and the Master Servicing Fee;

(ii) to pay to the Master Servicer, the Securities Administrator and the Trustee any amounts due to the Master Servicer, the Securities Administrator and the Trustee under this Agreement (including, but not limited to, all amounts provided for under Section 3.02, Section 3.07, Section 7.03, Section 8.05 and Section 9.11, other than the amounts provided for in the first sentence of Section 9.11);

(iii) to reimburse the Servicers (or, if applicable, the Master Servicer or the Trustee) for unreimbursed Advances (inlcuding Capitalization Reimbursement Amounts) made pursuant to the related Servicing Agreement (or in the case of itself or the Trustee, pursuant to Section 3.19 or Section 8.01, as applicable), such right of reimbursement pursuant to this clause (iii) being limited first to amounts received on the Mortgage Loans serviced by such Servicer in respect of which any such Advance was made or the Capitalization Reimbursement Amounts were created and then limited to amounts received on all the Mortgage Loans serviced by such Servicer (or, if applicable, the Master Servicer or the Trustee) in respect of which any such Advance was made or the Capitalization Reimbursement Amounts were created;

(iv) to reimburse the Servicers (or, if applicable, itself or the Trustee) for any Nonrecoverable Advance previously made, such right of reimbursement pursuant to this clause (iv) being limited first to amounts received on the Mortgage Loans in respect of which such Nonrecoverable Advance was made and then limited to amounts received on all the Mortgage Loans serviced by such Servicer (of, if applicable, the Master Servicer or the Trustee);

(v) to reimburse the Servicers for Insured Expenses from the related Insurance Proceeds;

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(vi) to pay to the purchaser, with respect to each Mortgage Loan or REO Property that has been purchased pursuant to Section 2.02 or 2.04, all amounts received thereon after the date of such purchase;

(vii) to reimburse itself or the Depositor for expenses incurred by either of them and reimbursable pursuant to this Agreement, including but not limited to, Section 3.02 and Section 7.03;

(viii) to withdraw any amount deposited in the Master Servicer Custodial Account and not required to be deposited therein;

(ix) to clear and terminate the Master Servicer Custodial Account upon termination of this Agreement pursuant to Section 10.01; and

(x) to reimburse the Servicers for any Capitlazation Reimbursement Amounts created but only from amounts received on or in respect of the Mortgage Loans representing (A) the amount of Liquidation Proceeds (excluding Excess Proceeds) allocable to principal received with respect to such Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date and (B) Principal Prepayments.

If the Master Servicer shall remit to the Securities Administrator any amount not required to be remitted, it may at any time direct the Securities Administrator to withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding.  Such direction may be accomplished by delivering an Officer’s Certificate to the Securities Administrator which describes the amounts remitted in error to the Securities Administrator for deposit to the Certificate Account.

(b) On each Distribution Date, funds on deposit in the Certificate Account and deemed to be on deposit in the Upper-Tier Certificate Sub-Account shall be used to make payments on the Upper-Tier Interests as provided in Sections 5.01 and 5.02.  The Certificate Account shall be cleared and terminated upon termination of this Agreement pursuant to Section 10.01.

Section 3.12 Maintenance of Hazard Insurance and Other Insurance.

(a) For each Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers under the related Servicing Agreements to maintain or cause to be maintained fire, flood and hazard insurance with extended coverage customary in the area where the Mortgaged Property is located in accordance with the related Servicing Agreements.  It is understood and agreed that such insurance provided for in this Section 3.12 shall be with insurers meeting the eligibility requirements set forth in the applicable Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.

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(b) Pursuant to Sections 3.08 and 3.09, any amounts collected by the Master Servicer, or by any Servicer, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the applicable Servicing Agreement) shall be deposited into the Master Servicer Custodial Account, subject to withdrawal pursuant to Sections 3.09 and 3.11.  Any cost incurred by the Master Servicer or any Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Sections 3.08 and 3.09.

Section 3.13 Presentment of Claims and Collection of Proceeds.

The Master Servicer shall (to the extent provided in the applicable Servicing Agreement) enforce the obligation of the related Servicer to, prepare and present on behalf of the Trust and the Certificateholders all claims under the Insurance Policies and take such actions (including the negotiation, settlement, compromise or enforcement of the insured’s claim) as shall be necessary to realize recovery under such policies.  Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in respect of such policies, bonds or contracts shall be promptly deposited in the Master Servicer Custodial Account upon receipt, except that any amounts realized that are to be applied to the repair or restoration of the related Mortgaged Property as a condition precedent to the presentation of claims on the related Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).

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

To the extent provided in the applicable Servicing Agreement and to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall enforce the obligation of the Servicers to enforce such clauses in accordance with the applicable Servicing Agreement.  If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with the applicable Servicing Agreement.

Section 3.15 Realization Upon Defaulted Mortgage Loans; REO Property.

(a) The Master Servicer shall enforce the obligation of each Servicer (to the extent required under the related Servicing Agreement) to foreclose upon or otherwise comparably convert the ownership of Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, all in accordance with the applicable Servicing Agreement.

(b) With respect to any REO Property, the deed or certificate of sale shall be taken in the name of the Trust for the benefit of the Certificateholders, or its nominee, on behalf of the Certificateholders.  The Master Servicer shall enforce the obligation of the Servicers, to the

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extent provided in the applicable Servicing Agreement, to (i) cause the name of the Trust to be placed on the title to such REO Property and (ii) ensure that the title to such REO Property references this Agreement.  The Master Servicer shall, to the extent provided in the applicable Servicing Agreement, enforce the obligation of the applicable Servicer to sell any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable.  Pursuant to its efforts to sell such REO Property, the Master Servicer shall enforce the obligation of the applicable Servicer to protect and conserve such REO Property in the manner and to the extent required by the applicable Servicing Agreement, subject to the REMIC Provisions.  In the event that the Trust Estate acquires any Mortgaged Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall enforce the obligation of the related Servicer to dispose of such Mortgaged Property within the time period specified in the applicable Servicing Agreement, but in any event not later than the end of the third calendar year after the year of acquisition by the Servicer for the Trust (such period, the “REO Disposition Period”) unless (i) the Servicer provides to the Trustee, the Master Servicer and the Securities Administrator an Opinion of Counsel to the effect that the holding by the Trust of such Mortgaged Property subsequent to three years after its acquisition will not result in the imposition on any REMIC created hereunder of taxes on “prohibited transactions” as defined in Section 860F of the Code or “net income from foreclosure property” as defined in Section 860G of the Code or under the law of any state in which real property securing a Mortgage Loan owned by the Trust is located or cause any REMIC created hereunder to fail to qualify as a REMIC for federal income tax purposes or for state tax purposes under the laws of any state in which real property securing a Mortgage Loan owned by the Trust is located at any time that any Certificates are outstanding or (ii) the Servicer or Master Servicer shall have applied for and received an extension of such period from the Internal Revenue Service, in which case the Trust Estate may continue to hold such Mortgaged Property for the period of such extension.

(c) The Master Servicer shall, to the extent required by the related Servicing Agreement, enforce the obligation of the applicable Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the Servicer Custodial Account.

(d) The applicable Servicer, upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances, unreimbursed Capitalization Reimbursement Amounts and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property; provided that any such unreimbursed Advances, unreimbursed Capitalization Reimbursement Amounts as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.

(e) The Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the applicable Servicer as provided above shall be deposited in the related Servicer Custodial Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Master Servicer Custodial Account.

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Notwithstanding any other provision of this Agreement, the Master Servicer shall enforce the obligation of any Servicer to forbid any Mortgaged Property acquired by the Trust to be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, (ii) result in the receipt by any REMIC created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions or (iii) subject any REMIC created hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Master Servicer or related Servicer, as applicable, has agreed to indemnify and hold harmless the Trust with respect to the imposition of any such taxes.

Notwithstanding any other provision of this Agreement, the Securities Administrator shall comply with all federal withholding requirements with respect to payments to Certificateholders of interest or original issue discount that the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for any such withholding. Without limiting the foregoing, the Securities Administrator agrees that it will not withhold with respect to payments of interest or original issue discount in the case of a Certificateholder that has furnished or caused to be furnished an effective Form W-8 or an acceptable substitute form or a successor form and who is not a “10 percent shareholder” within the meaning of Code Section 871(h)(3)(B) or a “controlled foreign corporation” described in Code Section 881(c)(3)(C) with respect to the Trust or the Depositor. In the event the Securities Administrator withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Securities Administrator shall indicate the amount withheld to such Certificateholder.

Section 3.16 Trustee to Cooperate; Release of Mortgage Files.

Upon the payment in full of any Mortgage Loan, or the receipt by the Master Servicer or the related Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Master Servicer or the related Servicer will immediately notify the Trustee (or, at the direction of the Trustee, a Custodian) by delivering, or causing to be delivered, two copies (one of which will be returned to the related Servicer with the Mortgage File) of a Request for Release (which may be delivered in an electronic format acceptable to the Trustee and the Master Servicer or the related Servicer).  Upon receipt of such request, the Trustee or a Custodian, as applicable, shall within seven (7) Business Days release the related Mortgage File to the Master Servicer or the related Servicer.  The Trustee shall at the Master Servicer’s or the related Servicer’s direction execute and deliver to the Master Servicer or the related Servicer the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage relating to the Mortgage Loan, in each case provided by the Master Servicer or the related Servicer, together with the Mortgage Note with written evidence of cancellation thereon.  If the Mortgage has been recorded in the name of MERS or its designee, the Master Servicer shall enforce the applicable Servicer’s obligation under the related Servicing Agreement take all necessary action to reflect the release of the Mortgage on the records of MERS.  Expenses incurred in connection with any instrument of

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satisfaction or deed of reconveyance shall be chargeable to the related Mortgagor of the Mortgage Loan.

From time to time and as shall be appropriate for the servicing or foreclosure of any Mortgage Loan, including for such purpose collection under any Primary Mortgage Insurance Policy, any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the purposes of effecting a partial release of any Mortgaged Property from the lien of the Mortgage or the making of any corrections to the Mortgage Note or the Mortgage or any of the other documents included in the Mortgage File, the Trustee or a Custodian, as applicable, shall, upon delivery to the Trustee (or, at the direction of the Trustee, a Custodian) of a Request for Release signed by a Master Servicing Officer or a Servicing Officer, release the Mortgage File within seven (7) Business Days to the Master Servicer or the related Servicer.  Subject to the further limitations set forth below, the Master Servicer or the applicable Servicer shall cause the Mortgage Files so released to be returned to the Trustee or a Custodian, as applicable, when the need therefor no longer exists, unless the Mortgage Loan is liquidated and the proceeds thereof are deposited in the related Servicer Custodial Account, in which case such Servicer shall deliver to the Trustee or a Custodian, as applicable, a Request for Release, signed by a Servicing Officer.

If the Master Servicer or any related Servicer at any time seeks to initiate a foreclosure proceeding in respect of any Mortgaged Property as authorized by this Agreement or the Servicing Agreement, the Master Servicer or any related Servicer shall deliver or cause to be delivered to the Trustee, for signature, as appropriate, any court pleadings, requests for trustee’s sale or other documents necessary to effectuate such foreclosure or any legal action brought to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce any other remedies or rights provided by the Mortgage Note or the Mortgage or otherwise available at law or in equity.

Section 3.17 Documents, Records and Funds in Possession of the Master Servicer to be Held for the Trustee.

Notwithstanding any other provisions of this Agreement, the Master Servicer shall enforce the obligation of each Servicer to transmit to the Trustee (or a Custodian on behalf of the Trustee) as required by this Agreement and the Servicing Agreements all documents and instruments in respect of a Mortgage Loan coming into the possession of the Servicer from time to time and shall account fully to the Trustee as required by this Agreement and the Servicing Agreements for any funds received by the Master Servicer or the related Servicer or which otherwise are collected by the Master Servicer or the related Servicer as Liquidation Proceeds, Recoveries or Insurance Proceeds in respect of any Mortgage Loan.  All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer or the related Servicer in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds, including but not limited to, any funds on deposit in the Master Servicer Custodial Account or any Servicer Custodial Account, shall be held by the Master Servicer or the related Servicer for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trustee on behalf of the Trust, subject to the applicable provisions of this Agreement and the related Servicing Agreement.  The Master Servicer also agrees that it shall not, and shall enforce any requirement under the related Servicing Agreement that the related Servicer shall not, knowingly create, incur or subject any Mortgage File or any funds that

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are deposited in any Master Servicer Custodial Account, any Servicer Custodial Account, the Certificate Account or any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance created by the Master Servicer or Servicer, or assert by legal action or otherwise any claim or right of setoff against any Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, however, that the Master Servicer shall be entitled to set off against and deduct from any such funds any amounts that are properly due and payable to the Master Servicer under this Agreement.

Section 3.18 Master Servicer Compensation.

As compensation for its services hereunder, the Master Servicer shall be entitled to the Master Servicing Fee and additional compensation in the form of the Master Servicer Custodial Account Reinvestment Income.  The Master Servicer shall be required to pay all expenses incurred by it in connection with its master servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided in this Agreement.

Section 3.19 Advances.

The Master Servicer shall enforce the obligations of each Servicer to make a Periodic Advance in accordance with the applicable Servicing Agreement.  A Servicer shall be entitled to be reimbursed from the applicable Servicer Custodial Account for all Advances (including Capitalization Reimbursement Amounts) of its own funds made pursuant to the related Servicing Agreement.  If a Servicer fails to make any required Periodic Advance pursuant to the related Servicing Agreement, the Master Servicer shall (i) unless the Master Servicer determines that such Periodic Advance would not be recoverable in its good faith business judgment, make such Periodic Advance not later than the Business Day preceding the related Distribution Date and (ii) to the extent such failure leads to the termination of the Servicer and until such time as a successor Servicer is appointed, continue to make Periodic Advances required pursuant to the related Servicing Agreement for any Distribution Date, within the same time frame set forth in (i) above, unless the Master Servicer determines (to the extent provided in the related Servicing Agreement) that such Periodic Advance would not be recoverable.  If the Master Servicer is unable to make a Periodic Advance required to be made by it in accordance with this Section 3.19, the Master Servicer shall immediately, and in no event later than 5:00 P.M. New York time on the last Business Day preceding the related Distribution Date, give written notice thereof to the Trustee, the Securities Administrator and the Depositor.

Section 3.20 Annual Statement as to Compliance.

(a) Each of the Master Servicer and the Securities Administrator shall deliver, and shall cause any Additional Servicer engaged by it to deliver to the Depositor and the Securities Administrator (and the Securities Administrator will make available to the Trustee and each Rating Agency), no later than March 15th of each calendar year beginning in 2009, an Officer’s Certificate (each, together with such similar certificate delivered by each Servicer as described in Section 3.20(b), a “Compliance Statement”), signed by an officer of such party, stating, as to the signer thereof, that (a) a review of the activities of such party during the preceding calendar year

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or portion thereof and of performance of such party under this Agreement or such applicable agreement in case of an Additional Servicer has been made under such officers’ supervision and (b) to the best of such officer’s knowledge, based on such review, such party has fulfilled all of its obligations under this Agreement or such applicable agreement in case of an Additional Servicer in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.  Such Compliance Statements shall contain no restrictions or limitations on their use.  The obligations of the Master Servicer and the Securities Administrator under this Section apply to each entity that acted as Master Servicer or the Securities Administrator, as applicable, during the applicable period, whether or not such entity is acting as Master Servicer or the Securities Administrator at the time such Compliance Statement is required to be delivered.

(b) In the event the Master Servicer or the Securities Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and shall use its reasonable efforts to cause any Additional Servicer that resigns or is terminated under any applicable servicing agreement to provide, a Compliance Statement pursuant to this Section 3.20 with respect to the period of time that the Master Servicer or the Securities Administrator was subject to this Agreement or such applicable agreement in the case of an Additional Servicer or the period of time that the Additional Servicer was subject to such other servicing agreement.  The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer a Compliance Statement within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement.  The Master Servicer shall include such Compliance Statements of the Servicers with its own Compliance Statement to be submitted pursuant to this Section 3.20.

Section 3.21 Assessments of Compliance and Attestation Reports.

(a) Each of the Master Servicer, the Securities Administrator and the Custodian, each at its own expense, shall deliver, and shall cause each Servicing Function Participant engaged by it to deliver to the Depositor and the Securities Administrator on or before March 10th of each calendar year beginning in 2009 (provided that each of the Master Servicer, the Securities Administrator and the Custodian shall make its best efforts to deliver such report by March 10th, but will not be in default in its obligation to so deliver such report unless it is not delivered by March 15th), a report regarding such party’s assessment of compliance with the Relevant Servicing Criteria (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an “Assessment of Compliance”) that contains (i) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22(c), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (iv) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.

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No later than February 1 of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer, the Securities Administrator and the Custodian shall each forward to the Depositor and the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant.  When the Master Servicer, the Securities Administrator and the Custodian (or any Servicing Function Participant engaged by them) submit their assessments to the Depositor and the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 3.21(b)) of each Servicing Function Participant engaged by it.

At any time after February 1 of each fiscal year, if the Master Servicer, the Securities Administrator or the Custodian determines or is informed that the list of Relevant Servicing Criteria to be addressed in the report on assessment of compliance prepared by each Servicing Function Participant is no longer in complete accordance or no longer reasonably likely to be in complete accordance with the Relevant Servicing Criteria for such Servicing Function Participant as notified to the Depositor and the Securities Administrator in the paragraph immediately above, the Master Servicer, the Securities Administrator or the Custodian, as the case may be, shall promptly inform the Depositor and the Securities Administrator by written notice that such Servicing Function Participant is likely to address different Relevant Servicing Criteria in the report on assessment of compliance prepared by such Servicing Function Participant.  Following transmission of such notice, the Master Servicer, the Securities Administrator or the Custodian, as the case may be, shall negotiate with such Servicing Function Participants that the Master Servicer, Securities Administrator or Custodian, as applicable, deems necessary so that all Relevant Servicing Criteria shall be addressed by one or more Servicing Function Participants and so that all Assessments of Compliance shall, in the determination of the Depositor, be satisfactory.

Within ten (10) calendar days of receipt of such Assessments of Compliance, the Securities Administrator shall confirm that the Assessments of Compliance, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions.  None of such parties shall be required to deliver any such Assessments of Compliance until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.  The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Assessments of Compliance in any given year that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year; provided, however, the Custodian shall deliver to the Depositor on or before March 15th of any such year in which the Custodian is not required to deliver an Assessment of Compliance with respect to any other transaction for which the Depositor is the depositor, a copy of the Assessment of Compliance for the preceding fiscal year prepared by the Custodian relating to the Custodian’s servicing platform with respect to asset-backed securities that are backed by assets of the type backing the Offered Certificates.

(b) Each of the Master Servicer, the Securities Administrator and the Custodian, each at its own expense, shall cause, and shall cause each Servicing Function Participant engaged by it to cause, on or before March 10th of each calendar year beginning in 2009 (provided that each of

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the Master Servicer, the Securities Administrator and the Custodian shall make its best efforts to deliver such report by March 10th, but will not be in default in its obligation to so deliver such report unless it is not delivered by March 15th), a registered public accounting firm (which may also render other services to the Master Servicer, the Securities Administrator, the Custodian or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an “Attestation Report”) to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria.  In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such Attestation Report why it was unable to express such an opinion.  Each such related Attestation Report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of the Commission’s Regulation S-X.  Such Attestation Reports must be available for general use and not contain restricted use language.  If requested by the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor’s registration statement on Form S-3 relating to the Offered Certificates and the Form 10-K for the Trust.

Within ten (10) calendar days of receipt of such Attestation Reports, the Securities Administrator shall confirm that each Assessment of Compliance is coupled with a related Attestation Report and shall notify the Depositor of any exceptions.  None of the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such Attestation Reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year.  The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Attestation Report in any given year that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year; provided, however, the Custodian shall deliver to the Depositor on or before March 15th of any such year in which the Custodian is required to deliver an Assessment of Compliance pursuant to the proviso in the last paragraph of Section 3.21(a), a copy of an attestation report relating to such Assessment of Compliance.

(c) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an Assessment of Compliance and related Attestation Report within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement.  The Master Servicer shall include such Assessments of Compliance and Attestation Reports of the Servicers with its own Assessment of Compliance and related Attestation Report to be submitted pursuant to this Section 3.21.

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(d) In the event the Master Servicer, the Custodian or the Securities Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant engaged by it to provide, an Assessment of Compliance pursuant to this Section 3.21, coupled with an Attestation Report as required in this Section 3.21 with respect to the period of time that the Master Servicer or the Securities Administrator was subject to this Agreement.

Section 3.22 Reports to the Commission.

(a) The Securities Administrator and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying its reporting requirements under the Exchange Act.  Without limiting the generality of the foregoing, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, Form 10-D and Form 10-K required by the  Exchange Act and the rules and regulations of the Commission thereunder, and the Master Servicer shall sign such Forms on behalf of the Trust.  Notwithstanding the previous sentence, the Depositor shall file the Form 8-K in connection with the filing of this Agreement.

(b) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Securities Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act.  The Securities Administrator shall file each Form 10-D with a copy of the Monthly Statement for such Distribution Date attached thereto.  Any disclosure in addition to the Monthly Statement for such Distribution Date that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by the parties set forth on Exhibit O hereto to the Depositor and the Securities Administrator and directed and approved by the Depositor pursuant to the following paragraph, and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in this Section 3.22(b).

As set forth on Exhibit O hereto, within 5 calendar days after the related Distribution Date, (i) the parties described on Exhibit O shall be required to provide to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible format, or in such other format as otherwise agreed upon by the Securities Administrator and such party, any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification in the form of Exhibit S and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.  The Securities Administrator shall compile all such information provided to it in a Form 10-D prepared by it.  The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit O of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.  The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

After preparing the Form 10-D, the Securities Administrator shall forward electronically a copy of the Form 10-D to the Depositor and, upon request, to the Master Servicer for review.  Within 2 Business Days after receipt of such copy, the Depositor shall notify the Securities

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Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D.  In the absence of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 10-D is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-D.  A duly authorized officer of the Master Servicer shall sign each Form 10-D.  If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will follow the procedures set forth in Section 3.22(h)(ii).  Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Securities Administrator that the Depositor has filed all such required reports during the preceding 12 months and that is has been subject to such filing requirement for the past 90 days.  The Depositor shall notify the Securities Administrator in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D, if the answer to either question should be “no.”  The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.  Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Securities Administrator.  The signing party at the Master Servicer can be contacted at the address specified in Section 11.05.  Each party to this Agreement acknowledges that the performance by the Master Servicer and Securities Administrator of its duties under this Section 3.22(b) related to the timely preparation, arrangement for execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.22(b) and also contingent upon the Servicers, the Custodian and any Servicing Function Participant strictly observing deadlines no later than those set forth in this paragraph that are applicable to the parties to this Agreement in the delivery to the Securities Administrator of any necessary Additional Form 10-D Disclosure pursuant to the related Servicing Agreements, any custodial agreement or any other applicable agreement.  Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure results from the Master Servicer’s or the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto or any Servicer, Custodian or Servicing Function Participant needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.

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(c) On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2009, the Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act.  Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable time frames set forth in this Agreement and the related Servicing Agreements:

(i) a Compliance Statement for each Servicer, the Master Servicer and the Securities Administrator (each such party, together with the Custodian, a “Reporting Servicer”) as described under Section 3.20;

(ii) (A) the Assessment of Compliance for each Reporting Servicer, as described under Section 3.21(a) and (c), and (B) if each Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if each Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included; provided, however, that the Securities Administrator, at its discretion, may omit from the Form 10-K any Assessment of Compliance described in this clause (ii) or Attestation Report described in clause (iii) below that is not required to be filed with such Form 10-K pursuant to Regulation AB;

(iii) (A) the Attestation Report for each Reporting Servicer, as described under Section 3.21(b) and (c), and (B) if any Reporting Servicer’s Attestation Report identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Attestation Report is not included as an exhibit to such Form 10-K, disclosure that such Attestation Report is not included and an explanation why such Attestation Report is not included; and

(iv) a Xxxxxxxx-Xxxxx Certification, as described in Section 3.22(e).

Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit P to the Depositor and the Securities Administrator and directed and approved by the Depositor pursuant to the following paragraph, and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in this Section 3.22(c).

As set forth on Exhibit P hereto, no later than March 1 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties described in Exhibit P shall be required to provide to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible format, or in such other format as otherwise agreed upon by the Securities Administrator and such party, any Additional Form 10-K Disclosure, together with an Additional Disclosure Notification in the form attached hereto as Exhibit S and (ii) the Depositor shall approve, as to form and substance,

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or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K.  The Securities Administrator shall compile all such information provided to it in a Form 10-K prepared by it.  The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit P of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.  The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

After preparing the Form 10-K, the Securities Administrator shall forward electronically a copy of the Form 10-K to the Master Servicer and Depositor for review.  Within three Business Days after receipt of such copy, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K.  A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K.  If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 3.22(h)(ii).  Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”  The Depositor hereby represents to the Securities Administrator that the Depositor has filed all such required reports during the preceding 12 months and that is has been subject to such filing requirement for the past 90 days.  The Depositor shall notify the Securities Administrator in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to either question should be “no.”  The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.  Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Securities Administrator.  The signing party at the Master Servicer can be contacted at the address specified in Section 11.05.  The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 3.22(c) related to the timely preparation, arrangement for execution and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.22(c), Section 3.22(e), Section 3.20 and Section 3.21 and is also contingent upon the Servicers, the Custodian and any Servicing Function Participant strictly observing deadlines no later than those set forth in this paragraph that are applicable to the parties to this Agreement in the delivery to the Securities Administrator of any necessary Additional Form 10-K Disclosure, any Compliance Statement and any Assessment of Compliance and Attestation Report pursuant to the related Servicing Agreements, any custodial agreement or any other applicable agreement.  Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure results from the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto or any Servicer or Servicing Function Participant needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.

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(d) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-Ks in connection with the issuance of the Certificates.  Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-Ks filed in connection with the issuance of the Certificates (“Form 8-K Disclosure Information”) shall be reported by the parties set forth on Exhibit Q hereto to the Depositor and the Securities Administrator and directed and approved by the Depositor pursuant to the following paragraph, and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information, or any Form 8-K, except as set forth in this Section 3.22(d).

As set forth on Exhibit Q hereto, no later than the end of business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties described in Exhibit Q shall be required to provide to the Securities Administrator and to the Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible format, or in such other format as otherwise agreed upon by the Securities Administrator and such party, any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification in the form attached hereto as Exhibit S and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information.  The Securities Administrator shall compile all such information provided to it in a Form 8-K prepared by it.  The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.  The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.

After preparing the Form 8-K, the Securities Administrator shall forward electronically a copy of the Form 8-K to the Master Servicer and Depositor for review.  No later than the close of business New York City time on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K.  In the absence of receipt of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K.  A duly authorized officer of the Master Servicer shall sign the Form 8-K.  If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 3.22(h)(ii).  Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator.  The signing party at the Master Servicer can be contacted at the address specified in Section 11.05.  The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 3.22(d) related to the timely preparation, arrangement for execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.22(d) and also contingent upon the Servicers, the Custodian and any Servicing

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Function Participant strictly observing deadlines no later than those set forth in this paragraph that are applicable to the parties to this Agreement in the delivery to the Securities Administrator of any necessary Form 8-K Disclosure Information pursuant to the related Servicing Agreements, any custodial agreement or any other applicable agreement.  Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto or any Servicer, Custodian or Servicing Function Participant needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.

(e) Each Form 10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”), exactly as set forth in Exhibit M attached hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act.  The Securities Administrator (if the Securities Administrator is not the same entity as the Master Servicer) shall provide, and shall cause any Servicing Function Participant engaged by it to provide, to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable period of time upon request, a certification (each, together with such similar certification delivered by each Servicer as described in Section 3.22(f), a “Back-up Certification”), in the form attached hereto as Exhibit R, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely.  The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust.  In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-up Certification to the Certifying Person pursuant to this Section 3.22(e) with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be.  Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Xxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this Section or any Servicing Agreement or Custodial Agreement.

(f) Pursuant to the related Servicing Agreements, the Master Servicer shall enforce the obligation of each Servicer to provide the Back-up Certification required pursuant to each of the Servicing Agreements.

(g) Upon any filing with the Commission prepared and filed by the Securities Administrator, the Securities Administrator shall make available to the Depositor a copy of any such executed report, statement or information.

(h) (i)  The obligations set forth in paragraphs (a) through (h) of this Section shall only apply with respect to periods for which reports are required to be filed with respect to the

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Trust under the Exchange Act.  On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, unless otherwise requested by the Depositor, the Securities Administrator shall prepare and file with the Commission a Form 15 Suspension Notification executed by the Master Servicer with respect to the Trust, with a copy to the Depositor.  At the beginning of the calendar year after the filing of a Form 15 Suspension Notification, if the Depositor or the Certificate Registrar determines that the number of Certificateholders of the Offered Certificates of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, it shall promptly notify the Securities Administrator and the Securities Administrator shall recommence preparing and filing reports on Form 8-K, Form 10-D and Form 10-K as required pursuant to this Section and the then-current reporting requirements of the Exchange Act and the parties hereto will again have the obligations set forth in paragraphs (a) through (h) of this Section.

(ii) In the event that the Securities Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, Form 10-D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator will immediately electronically notify the Depositor and the Master Servicer of such inability to make a timely filing with the Commission.  In the case of Form 10-D and Form 10-K, the Securities Administrator, the Master Servicer, the Trustee and the Depositor will cooperate to prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act.  In the case of Form 8-K, the Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D.  In the event that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended in connection with any Additional Form 10-D Disclosure (other than, in the case of Form 10-D, for the purpose of restating any Monthly Statement), Additional Form 10-K Disclosure or Form 8-K Disclosure Information, the Securities Administrator will notify the Depositor within one (1) calendar day of discovery and such other parties to the transaction as are affected by such amendment, and such parties will cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A.  Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by a duly authorized officer (and a senior officer with respect to the Form 10-K) of the Master Servicer.  The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of their duties under this Section 3.22(h) related to the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon each such party performing its duties under this Section 3.22(h).  Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, where such failure results from the Securities Administrator’s inability or failure to

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receive, on a timely basis, any information from any other party hereto or any Servicer, the Custodian or any Servicing Function Participant needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.

(i) Notwithstanding the provision of Section 11.01, this Section 3.22 may be amended without the consent of the Certificateholders.

ARTICLE IV 

MASTER SERVICER’S CERTIFICATE

Section 4.01 Master Servicer’s Certificate.

Each month, on the 4th Business Day prior to the related Distribution Date (but in any event no later than one Business Day prior to the related Distribution Date), the Master Servicer shall deliver to the Securities Administrator, a Master Servicer’s Certificate based solely on the information provided by the Servicers (in substance and format mutually acceptable to the Master Servicer and the Securities Administrator) certified by a Master Servicing Officer setting forth the information necessary in order for the Securities Administrator to perform its obligations under this Agreement.  The Securities Administrator may conclusively rely upon the information contained in a Master Servicer’s Certificate delivered by the Master Servicer for all purposes hereunder and shall have no duty to verify or re-compute any of the information contained therein.

ARTICLE V 

PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION

Section 5.01 Distributions.

On each Distribution Date, based solely on the information in the Master Servicer’s Certificate, the Securities Administrator shall distribute or be deemed to distribute out of the Certificate Account, the Lower-Tier Certificate Sub-Account or the Upper-Tier Certificate Sub-Account, as applicable (to the extent funds are available therein), to each Certificateholder of record on the related Record Date (other than as provided in Section 10.01 respecting the final distribution) by wire transfer, or if a Certificateholder has not provided the Securities Administrator with prior written wire transfer instructions for a bank or other depository institution having appropriate wire transfer facilities, by a check mailed to such Certificateholder entitled to receive a distribution on such Distribution Date at the address appearing in the Certificate Register, or by such other means of payment as such Certificateholder and the

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Securities Administrator shall agree upon, such Certificateholder’s Percentage Interest in the amount to which the related Class of Certificates is entitled in accordance with the priorities set forth below in Section 5.02.

None of the Holders of any Class of Certificates, the Depositor, the Master Servicer, the Securities Administrator or the Trustee shall in any way be responsible or liable to Holders of any Class of Certificates in respect of amounts properly previously distributed on any such Class.

Amounts distributed with respect to any Class of Certificates shall be applied first to the distribution of interest thereon and then to principal thereon.

Section 5.02 Priorities of Distributions on the Certificates.

(a) D istributions of Interest

On each Distribution Date, the Securities Administrator shall withdraw from the Certificate Account (to the extent funds are available therein) the Interest Remittance Amount and apply such amounts in the following order of priority and to the extent of such funds:

first, concurrently, to the Senior Certificates entitled to distributions of interest, pro rata, the Accrued Certificate Interest thereon for such Distribution Date;

second, concurrently, to the Senior Certificates entitled to distributions of interest, pro rata, the Interest Carryforward Amount thereon for such Distribution Date;

third, to the Class M-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

fourth, to the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

fifth, to the Class M-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

sixth to the Class M-4 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

seventh, to the Class M-5 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

eighth, to the Class M-6 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

ninth, to the Class M-7 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

tenth, to the Class M-8 Certificates, the Accrued Certificate Interest thereon for such Distribution Date;

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eleventh, to the Class M-9 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; and

twelfth, the amount, if any, of the Interest Remittance Amount remaining after application with respect to the priorities set forth above will be applied as described below under Section 5.02(c) hereof.

(b) Distributions of Principal

The Securities Administrator shall withdraw from the Certificate Account (to the extent funds are available therein) the Principal Distribution Amount and apply it in the following order of priority and to the extent of such funds:

With respect to each Distribution Date (a) before the Stepdown Date or (b) as to which a Trigger Event is in effect, the Principal Distribution Amount will be allocated among and distributed in reduction of the Class Certificate Balances of the Certificates in the following order of priority:

first, to the Class A-R Certificate, until the Class Certificate Balance thereof has been reduced to zero;

second, concurrently, to the Class A-1 and Class A-2 Certificates, pro rata, until the Class Certificate Balances thereof have been reduced to zero;

third, to the Class M-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero;

fourth, to the Class M-2 Certificates, until the Class Certificate Balance thereof has been reduced to zero;

fifth, to the Class M-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero;

sixth, to the Class M-4 Certificates, until the Class Certificate Balance thereof has been reduced to zero;

seventh, to the Class M-5 Certificates, until the Class Certificate Balance thereof has been reduced to zero;

eighth, to the Class M-6 Certificates, until the Class Certificate Balance thereof has been reduced to zero;

ninth, to the Class M-7 Certificates, until the Class Certificate Balance thereof has been reduced to zero;

tenth, to the Class M-8 Certificates, until the Class Certificate Balance thereof has been reduced to zero;

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eleventh, to the Class M-9 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and

twelfth, any remaining Principal Distribution Amount will be distributed as described below in Section 5.02(c) hereof.

With respect to each Distribution Date (a) on or after the Stepdown Date and (b) as long as a Trigger Event is not in effect, the Principal Distribution Amount will be allocated among and distributed in reduction of the Class Certificate Balances of the Certificates in the following order of priority:

first, to the Class A-R Certificate, the Senior Principal Distribution Amount until the Class Certificate Balance thereof has been reduced to zero;

second, concurrently, to the Class A-1 and Class A-2 Certificates, pro rata, the Senior Principal Distribution Amount until the Class Certificate Balances thereof have been reduced to zero;

third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;

fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;

fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;

sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;

seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;

eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;

ninth, to the Class M-7 Certificates, up to the Class M-7 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;

tenth, to the Class M-8 Certificates, up to the Class M-8 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;

eleventh, to the Class M-9 Certificates, up to the Class M-9 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and

twelfth, any remaining Principal Distribution Amount will be distributed as described in Section 5.02(c) hereof.

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Notwithstanding the foregoing, on or after the Distribution Date on which the aggregate Class Certificate Balance of the Mezzanine Certificates has been reduced to zero and there is no Overcollateralization Amount, all principal distributions to the Senior Certificates shall be distributed concurrently on a pro rata basis, based on the Class Certificate Balance of each such Class, until the Class Certificate Balance of each such Class has been reduced to zero.

(c) Distribution of Monthly Excess Cashflow Amounts

On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date:

first, concurrently, to the Classes of Senior Certificates entitled to distributions of interest, pro rata, any remaining Accrued Certificate Interest for each such Class for such Distribution Date;

second, concurrently, to the Classes of Senior Certificates entitled to distributions of interest, pro rata, any Interest Carryforward Amount for each such Class for such Distribution Date;

third, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, (i) first to pay any remaining Accrued Certificate Interest for such Classes for such Distribution Date and (ii) then to pay any remaining Interest Carryforward Amount for such Classes for such Distribution Date;

fourth, from amounts otherwise distributable to the Class CE Certificates, to the Cap Carryover Reserve Account to pay Cap Carryover Amounts, first, concurrently, to the Senior Certificates, pro rata, based on Cap Carryover Amounts for each such Class, and then sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, any Cap Carryover Amounts for each such Class;

fifth, concurrently, to the Senior Certificates, any Realized Loss Amortization Amounts for such Classes for such Distribution Date, pro rata, based upon Unpaid Realized Loss Amounts for each such Class;

sixth, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, any Realized Loss Amortization Amount for such Classes for such Distribution Date;

seventh, to the Class CE Certificates, up to the Class CE Distributable Amount; and

eighth, on the Distribution Date in April 2013 (or the final Distribution Date, if earlier), to the holders of the Class P Certificates, $100.00 in reduction of the Class Certificate Balance of such Class.

On each Distribution Date, there shall be distributed to the Holder of the Class A-R Certificate (in respect of the Class UR Interest), any amounts remaining in the Certificate Account for such date after the application pursuant to Sections 5.02(a), 5.02(b) and 5.02(c).

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(d) On each Distribution Date, the Securities Administrator shall withdraw any amounts then on deposit in the Certificate Account that represent Prepayment Charges, Originator Prepayment Charge Payment Amounts or Servicer Prepayment Charge Payment Amounts in connection with a Principal Prepayment of any Mortgage Loan and shall distribute such amounts to the Holders of the Class P Certificates.  Such distributions shall not be applied to reduce the Class Certificate Balance of the Class P Certificates.

(e) On each Distribution Date, Unpaid Realized Loss Amounts on the Certificates will be reduced by the amount of any Recoveries relating to the Mortgage Loans received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Certificates pursuant to Section 5.02(c) above.

(f) Any amounts distributed to the Senior Certificates and the Mezzanine Certificates in respect of interest pursuant to Section 5.02(c) priority fourth which constitute Cap Carryover Amounts shall first be deemed distributed by the Upper-Tier REMIC as a distribution with respect to the Class CE Upper-Tier Regular Interest, and then distributed to the Senior Certificates and Mezzanine Certificates as payments on notional principal contracts in the nature of cap contracts.  Any remaining amount with respect to the Class CE Certificates shall be treated as having been distributed to the Holders of the Class CE Certificates.

(g) Distributions on the Uncertificated Lower-Tier Interests.  On each Distribution Date, the Securities Administrator shall be deemed to cause in the following order of priority, the following amounts to be distributed to the Upper-Tier REMIC on account of the Uncertificated Lower-Tier Regular Interests (such amount, the “Lower-Tier Distribution Amount”) or withdrawn from the Certificate Account and distributed to the Holder of the Class A-R Certificate (in respect of the Class LR Interest), as the case may be:

(i) to Holders of the Class LT-AA Interest, the Lower-Tier Corresponding Marker Interests, the Class LT-P Interest, the Class LT-AR Interest and the Class LT-ZZ Interest, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of the Class LT-ZZ Interest shall be reduced and deferred when the Lower-Tier REMIC Overcollateralized Amount is less than the Lower-Tier REMIC Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum LT-ZZ Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the Holders of the Lower-Tier Corresponding Marker Interests, in the same proportion as the Overcollateralization Deficiency is allocated to the Corresponding Classes and the Uncertificated Balance of the Class LT-ZZ Interest shall be increased by such amount;

(ii) to the Holders of the Uncertificated Lower-Tier Interests, in an amount equal to the remainder of the Interest Remittance Amount and Principal Remittance Amount for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:

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(1) to the Class LT-AA Interest, the Class LT-P Interest and the Class LT-AR Interest, 98.00% of such remainder, until the Uncertificated Balance of such Uncertificated Lower-Tier Interest is reduced to zero; provided, however, that the Class LT-P Interest shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge or any Distribution Date thereafter, at which point such amount shall be distributed to the Class LT-P Interest, until $100 has been distributed pursuant to this clause;

(2) 2.00% of such remainder, first, to the Lower-Tier Corresponding Marker Interests, 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Balances of such Uncertificated Lower-Tier Interests are reduced to zero; then second, to the Class LT-ZZ Interest, until the Uncertificated Balance of such Uncertificated Lower-Tier Interest is reduced to zero;

(3) any remaining amount to the Holder of the Class A-R Certificate (in respect of the Class LR Interest);

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that are attributable to an Overcollateralization Release Amount shall be allocated to (i) the Class LT-AA Interest, the Class LT-P Interest and the Class LT-AR Interest and (ii) the Class LT-ZZ Interest, respectively; provided that the Class LT-P Interest shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge or any Distribution Date thereafter, at which point such amount shall be distributed to the Class LT-P Interest, until $100 has been distributed pursuant to this clause.

(iii) On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans during the related Prepayment Period will be distributed to the Holders of the Class LT-P Interest.  Such amount shall not reduce the Uncertificated Balance of the Class LT-P Interest.

(h) Distributions on the Upper-Tier Interests.  On each Distribution Date, all amounts representing Prepayment Charges deemed distributed on the Class LT-P Interest shall be deemed distributed by the Upper-Tier REMIC in respect of the Class P Upper-Tier Interest.  Such amount shall not reduce the Uncertificated Balance of the Class P Upper-Tier Interest.  Other amounts deemed distributed by the Lower-Tier REMIC to the Upper-Tier REMIC shall be deemed distributed with respect to Upper-Tier Interests so as to (i) pay the Uncertificated Accrued Interest on such Upper-Tier Interest plus any amounts in respect thereof remaining unpaid from previous Distribution Dates and (ii) reduce the Uncertificated Balance or Notional Amount of each such Upper-Tier Interest to the extent necessary so that it equals the Class Certificate Balance or Notional Amount of the Corresponding Class of Certificates.  Any remaining amounts will be deemed distributed with respect to the Class UR Interest.

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(i) Allocation of Losses on the Uncertificated Lower-Tier Interests and the Upper-Tier Interests.  The Securities Administrator shall be deemed to cause the following allocation of losses:

(i) (a)     For purposes of calculating the amount of Uncertificated Accrued Interest for the Uncertificated Lower-Tier Interests, the aggregate amount of any Relief Act Reductions incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to Uncertificated Accrued Interest payable to (i) the Class LT-AA Interest, the Class LT-P Interest and the Class LT-AR Interest and (ii) the Class LT-ZZ Interest up to an aggregate amount equal to the Lower-Tier REMIC Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter among the Class LT-AA Interest, the Lower-Tier Corresponding Marker Interests and the Class LT-ZZ Interest, pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated Lower-Tier REMIC Pass-Through Rate on the respective Uncertificated Balance of each such Uncertificated Lower-Tier Interest.

(b)    The aggregate amount of any Relief Act Reductions incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated to the Upper-Tier Interests pro rata based on, and to the extent of, the Uncertificated Accrued Interest for such Upper-Tier Interest for such Distribution Date.

(ii) (a)    All Realized Losses on the Mortgage Loans shall be allocated by the Securities Administrator on each Distribution Date to the following Uncertificated Lower-Tier Interests in the specified percentages, as follows:  first, to Uncertificated Accrued Interest payable to (i) the Class LT-AA Interest, the Class LT-P Interest and the Class LT-AR Interest and (ii) the Class LT-ZZ Interest up to an aggregate amount equal to the Lower-Tier REMIC Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated Balances of the Class LT-AA Interest and the Class LT-ZZ Interest up to an aggregate amount equal to the Lower-Tier REMIC Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Balances of the Class LT-AA Interest, the Class LT-M9 Interest and the Class LT-ZZ Interest, 98%, 1% and 1%, respectively, until the Uncertificated Balance of the Class LT-M9 has been reduced to zero; fourth, to the Uncertificated Balances of the Class LT-AA Interest, the Class LT-M8 Interest and the Class LT-ZZ Interest, 98%, 1% and 1%, respectively, until the Uncertificated Balance of the Class LT-M8 has been reduced to zero; fifth, to the Uncertificated Balances of the Class LT-AA Interest, the Class LT-M7 Interest and the Class LT-ZZ Interest, 98%, 1% and 1%, respectively, until the Uncertificated Balance of the Class LT-M7 has been reduced to zero; sixth, to the Uncertificated Balances of the Class LT-AA Interest, the Class LT-M6 Interest and the Class LT-ZZ Interest, 98%, 1% and 1%, respectively, until the Uncertificated Balance of the Class LT-M6 has been reduced to zero; seventh, to the Uncertificated Balances of the Class LT-AA Interest, the Class LT-M5 Interest and the Class LT-ZZ Interest, 98%, 1% and 1%, respectively, until the Uncertificated Balance of the Class LT-M5 has been reduced to zero; eighth, to the Uncertificated Balances of the Class LT-AA Interest, the Class LT-M4 Interest and the Class LT-ZZ Interest, 98%, 1% and 1%, respectively, until the Uncertificated Balance of the Class LT-M4 has been reduced to zero; nineth, to the Uncertificated Balances of the Class LT-AA Interest, the Class LT-M3 Interest and the Class LT-ZZ Interest, 98%, 1%

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and 1%, respectively, until the Uncertificated Balance of the Class LT-M3 has been reduced to zero; tenth, to the Uncertificated Balances of the Class LT-AA Interest, the Class LT-M2 Interest and the Class LT-ZZ Interest, 98%, 1% and 1%, respectively, until the Uncertificated Balance of the Class LT-M2 has been reduced to zero; eleventh, to the Uncertificated Balances of the Class LT-AA Interest, the Class LT-M1 Interest and the Class LT-ZZ Interest, 98%, 1% and 1%, respectively, until the Uncertificated Balance of the Class LT-M1 has been reduced to zero; and twelfth, concurrently, (I) up to the amount of any Applied Realized Loss Amount allocated to the Class A-1 Certificates, to the Uncertificated Balances of the Class LT-AA Interest, the Class LT-A1 Interest and the Class LT-ZZ Interest, 98%, 1% and 1%, respectively, until the LT-A1 Interest is reduced to zero; (II) up to the amount of any Applied Realized Loss Amount allocated to the Class A-2 Certificates, to the Uncertificated Balances of the Class LT-AA Interest, the Class LT-A2 Interest and the Class LT-ZZ Interest, 98%, 1% and 1%, respectively, until the LT-A2 Interest is reduced to zero; provided, however, notwithstanding the foregoing, for so long as the Class A-2 Certificates are outstanding, amounts equal to Applied Realized Loss Amounts for the Class A-1 Certificates will not be allocated to the Corresponding Uncertificated Lower-Tier Regular Interests, but instead will be allocated to the Class LT-A2 Interest in the manner provided in (II) above.

(b)      All Realized Losses on the Mortgage Loans shall be allocated by the Securities Administrator on each Distribution Date to the Upper-Tier Interests such that the Uncertificated Balance or Notional Amount of each such Upper-Tier Interest equals the Class Certificate Balance or Notional Amount of the corresponding Class of Certificates.

(j) Notwithstanding anything to the contrary contained herein, the above distributions in Sections 5.02(g) through (j) (other than on the Certificates) are deemed distributions, and distributions of funds from the Certificate Account shall be made only in accordance with Sections 5.02(a) through (f) hereof.

Section 5.03 Allocation of Losses.

(a) No later than four (4) Business Days prior to the related Distribution Date, the Master Servicer shall inform the Securities Administrator with respect to each Mortgage Loan: (1) whether any Realized Loss is a Deficient Valuation or a Debt Service Reduction, (2) of the amount of such loss or Deficient Valuation, or of the terms of such Debt Service Reduction and (3) of the total amount of Realized Losses on the Mortgage Loans.  Based on such information, the Securities Administrator shall determine the total amount of Realized Losses on the Mortgage Loans with respect to the related Distribution Date.  Realized Losses shall be allocated to the Certificates by a reduction in the Class Certificate Balances of the designated Classes pursuant to Section 5.03(b).

(b) Any Applied Realized Loss Amount for a Distribution Date will be allocated in reduction of the Class Certificate Balances of the Class M-9, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2, Class M-1, Class A-2 and Class A-1 Certificates, in that order, until their respective Class Certificate Balances are reduced to zero.  No Applied Realized Loss Amounts will be allocated to the Class A-R Certificate.

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Notwithstanding any other provision of this Section 5.03(b), no Class Certificate Balance of a Class of Certificates will be increased on any Distribution Date such that the Class Certificate Balance of such Class exceeds its Initial Class Certificate Balance less all distributions of principal previously distributed in respect of such Class on prior Distribution Dates.

Section 5.04 Statements to Certificateholders.

(a) Prior to the Distribution Date in each month, based upon the information provided to the Securities Administrator on the Master Servicer’s Certificate delivered to the Securities Administrator pursuant to Section 4.01, the Securities Administrator shall determine the following information with respect to the Certificates and such Distribution Date:

(i) the actual Distribution Date, the Record Date and the Interest Accrual Period for each Class of Certificates for such Distribution Date;

(ii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient funds available therefor, the amount of the shortfall and the allocation thereof as between principal and interest;

(iii) the Class Certificate Balance of each Class of Certificates before and after giving effect to the distribution of principal on such Distribution Date;

(iv) the amount of the Administrative Fees paid to or retained by the Servicers with respect to the Mortgage Loans and such Distribution Date;

(v) the Pass-Through Rate and Certificate Interest Rate for each such Class of Certificates with respect to such Distribution Date;

(vi) the amount of Periodic Advances with respect to the Mortgage Loans included in the distribution on such Distribution Date and the aggregate amount of Periodic Advances outstanding with respect to the Mortgage Loans as of the close of business on the Determination Date immediately preceding such Distribution Date;

(vii) the number and aggregate principal amounts of the Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in foreclosure or bankruptcy) 31 to 60 days, 61 to 90 days and 91 or more days, (B) in foreclosure, as of the close of business on the last day of the calendar month preceding such Distribution Date and (C) in bankruptcy, as of the close of business on the last day of the calendar month preceding such Distribution Date;

(viii) with respect to any Mortgage Loans that became REO Properties during the preceding calendar month, the aggregate number of such Mortgage Loans and the aggregate Stated Principal Balance of such Mortgage Loans as of the close of business on the Determination Date preceding such Distribution Date and the date of acquisition of the REO Properties;

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(ix) the total number and principal balance of any REO Properties (and market value, if available) as of the close of business on the Determination Date preceding such Distribution Date;

(x) the aggregate amount of Realized Losses with respect to the Mortgage Loans and Applied Realized Loss Amounts incurred during the related Collection Period separately identifying any reduction thereof due to the allocations of Applied Realized Loss Amounts;

(xi) the Reimbursement Amount;

(xii) the amount of Recoveries;

(xiii) any expenses or indemnification amounts paid by the Trust, the specific purpose of each payment and the parties to whom such payments were made;

(xiv) any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments since the previous Distribution Date;

(xv) for the Mortgage Loans, the number and aggregate Stated Principal Balance, the weighted average Mortgage Interest Rate and the weighted average remaining term, each as of the close of business on the last day of the calendar month preceding such Distribution Date;

(xvi) unless such information is otherwise set forth in the Form 10-D relating to such Distribution Date and provided that the Securities Administrator is reasonably able to include such information in the statement, any material breaches of representations and warranties relating to the Mortgage Loans and any material breaches of covenants hereunder;

(xvii) unless such information is otherwise set forth in the Form 10-D relating to such Distribution Date and provided that the Securities Administrator is reasonably able to include such information in the statement, material breaches of any covenants under this Agreement of which the Securities Administrator has knowledge or has received written notice;

(xviii) the Accrued Certificate Interest in respect of each Class of Certificates for such Distribution Date and any related Cap Carryover Amounts, and the respective portions thereof, if any, remaining unpaid following the distributions made in respect of such Certificates on such Distribution Date;

(xix) the Cap Carryover Amounts distributed on such Distribution Date, the amounts remaining after giving effect to distributions thereof on such Distribution Date, the amount of all Cap Carryover Amounts covered by withdrawals from the Cap Carryover Reserve Account on such Distribution Date;

(xx) whether a Trigger Event has occurred and is continuing, and the cumulative Realized Losses as a percentage of the Cut-off Date Principal Balance;

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(xxi) the Overcollateralization Amount, the Overcollateralization Release Amount, the Overcollateralization Deficiency and the Targeted Overcollateralization Amount as of such Distribution Date and the Monthly Excess Interest Amount and Monthly Excess Cashflow Amount for such Distribution Date;

(xxii) the Principal Remittance Amount and the Interest Remittance Amount;

(xxiii) the aggregate amount of Prepayment Charges, Servicer Prepayment Charge Payment Amounts and Originator Prepayment Charge Payment Amounts collected or paid with respect to the Mortgage Loans during the related Prepayment Period and the amounts thereof allocable to the Class P Certificates;

(xxiv) to the extent of the data available to the Securities Administrator, the number and percentage (by aggregate Stated Principal Balance) of Mortgage Loans that were the subject of a Servicer Modification since the previous Distribution Date;

(xxv) to the extent of the data available to the Securities Administrator, the number and percentage (by aggregate Cut-off Date Principal Balance) of Mortgage Loans that were the subject of a Servicer Modification since the Closing Date;

(xxvi) to the extent of the data available to the Securities Administrator, the aggregate amount of principal forgiveness as a result of a Servicer Modification since the previous Distribution Date;

(xxvii) to the extent of the data available to the Securities Administrator, the aggregate amount of principal forgiven in connection with any Servicer Modifications since the Closing Date;

(xxviii) to the extent of the data available to the Securities Administrator, the percentage (by aggregate Stated Principal Balance) of Mortgage Loans that were the subject of a Servicer Modification within twelve months prior to the previous Distribution Date and are delinquent 60 days or more (averaged over the preceding six-month period);

(xxix) to the extent of the data available to the Securities Administrator, a statement as to the delinquency status of Mortgage Loans that were the subject of a Servicer Modification since the Closing Date;

(xxx) to the extent of the data available to the Securities Administrator, the date of the most recent Servicer Modification; and

(xxxi) to the extent of the data available to the Securities Administrator, with respect to Mortgage Loans that were the subject of a Servicer Modification, the Mortgage Interest Rate prior to such Servicer Modification and the Mortgage Interest Rate subsequent to such Servicer Modification.

For all purposes of this Agreement, with respect to any Mortgage Loan, delinquencies shall be determined and reported based on the so-called “MBA” methodology for determining delinquencies on mortgage loans similar to the Mortgage Loans.  By way of example, a Mortgage Loan would be delinquent with respect to a Monthly Payment due on a Due Date if such Monthly Payment is not made by the close of business on the day immediately preceding such Mortgage Loan’s next succeeding Due Date, and a Mortgage Loan would be more than 30-days delinquent with respect to such Monthly Payment if such Monthly Payment were not

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made by the close of business on the day immediately preceding such Mortgage Loan’s second succeeding Due Date.

(b) No later than each Distribution Date, the Securities Administrator, based upon information supplied to it on the Master Servicer’s Certificate, shall make available to each Holder of a Certificate, each Rating Agency and the Master Servicer, a single statement setting forth the information set forth in Section 5.04(a) (a “Monthly Statement”).

On each Distribution Date, the Securities Administrator shall prepare and furnish to S&P at xxxxxxxx_xxxxxxx@xxxxx.xxx and each Financial Market Service, in electronic or such other format and media mutually agreed upon by the Securities Administrator, the Financial Market Service and the Depositor, the information contained in the Master Servicer’s Certificate described in Section 4.01 for such Distribution Date.

The Securities Administrator will make the Monthly Statement to Certificateholders (and, at its option, any additional files containing the same or additional information in an alternative format) available each month to Certificateholders, the NIMS Insurer and other parties to this Agreement via the Securities Administrator’s Internet website.  The Securities Administrator’s Internet website shall initially be located at xxx.xxxxxxxx.xxx.  Assistance in using the website can be obtained by calling the Securities Administrator at (000) 000-0000.  Parties that are unable to use the website are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such.  The Securities Administrator shall have the right to change the way the Monthly Statements to Certificateholders are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Securities Administrator shall provide timely and adequate notification to all above parties regarding any such changes.

Within a reasonable period of time after the end of each calendar year, the Securities Administrator shall furnish to the NIMS Insurer and each Person who at any time during the calendar year was the Holder of a Certificate, if requested in writing by such Person, a statement containing the information set forth in clauses (iii) and (xviii) of Section 5.04(a), aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder.  Such obligation of the Securities Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Securities Administrator pursuant to any requirements of the Code as from time to time in force.

The Securities Administrator shall deliver to the Holders of Certificates any reports or information the Securities Administrator is required by this Agreement or the Code, Treasury Regulations or REMIC Provisions to deliver to the Holders of Certificates, and the Securities Administrator shall prepare and provide to the Certificateholders (by mail, telephone, or publication as may be permitted by applicable Treasury Regulations) such other reasonable information as the Securities Administrator deems necessary or appropriate or is required by the Code, Treasury Regulations, and the REMIC Provisions including, but not limited to, (i) information to be reported to the Holder of the Residual Certificate for quarterly notices on Schedule Q (Form 1066) (which information shall be forwarded to the Holder of the Residual Certificate by the Securities Administrator), (ii) information to be provided to the Holders of Certificates with respect to amounts which should be included as interest and original issue

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discount in such Holders’ gross income and (iii) information to be provided to all Holders of Certificates setting forth the percentage of each REMIC’s assets, determined in accordance with Treasury Regulations using a convention, not inconsistent with Treasury Regulations, selected by the Securities Administrator in its absolute discretion, that constitute real estate assets under Section 856 of the Code, and assets described in Section 7701(a)(19)(C) of the Code; provided, however, that in setting forth the percentage of such assets of each REMIC created hereunder, nothing contained in this Agreement, including without limitation Section 7.03 hereof, shall be interpreted to require the Securities Administrator periodically to appraise the fair market values of the assets of the Trust Estate or to indemnify the Trust Estate or any Certificateholders from any adverse federal, state or local tax consequences associated with a change subsequently required to be made in the Depositor’s initial good faith determinations of such fair market values (if subsequent determinations are required pursuant to the REMIC Provisions) made from time to time.

Section 5.05 Tax Returns and Reports to Certificateholders.

(a) For federal income tax purposes, each REMIC created hereunder shall have a taxable year ending on December 31st and shall maintain its books on the accrual method of accounting.

(b) The Securities Administrator shall prepare or cause to be prepared, shall execute or cause to be executed by such Person as is required by the Code, Treasury Regulations or state or local tax laws, regulations or rules and shall file or cause to be filed with the Internal Revenue Service and applicable state or local tax authorities income tax and information returns for each taxable year with respect to each REMIC created hereunder containing such information at the times and in the manner as may be required by the Code, the Treasury Regulations or state or local tax laws, regulations, or rules, and shall furnish or cause to be furnished to each REMIC created hereunder and the Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby.  The Master Servicer shall provide on a timely basis to the Securities Administrator or its designee such information with respect to the assets of the Trust Estate as is in its possession and reasonably required by the Securities Administrator to enable it to perform its obligations under this Article V.  Within 30 days of the Closing Date, the Securities Administrator shall obtain for each REMIC created hereunder a taxpayer identification number on Form SS-4 and any similarly required state or local forms or as otherwise permitted by the Internal Revenue Service, and shall furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 and any similarly required state or local forms or as otherwise required by the Code or the Treasury Regulations, the name, title, address and telephone number of the person that Holders of the Certificates may contact for tax information relating thereto, together with such additional information at the time or times and in the manner required by the Code or the Treasury Regulations.  Such federal, state, or local income tax and information returns shall be signed by the Trustee, or such other Person as may be required to sign such returns by the Code, the Treasury Regulations or state or local tax laws, regulations, or rules.

(c) In the first federal income tax return (and any similar required state or local income tax returns) of each REMIC created hereunder for its short taxable year ending

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December 31, 2008, REMIC status shall be elected for such taxable year and all succeeding taxable years.

(d) The Securities Administrator will maintain or cause to be maintained such records relating to each REMIC created hereunder, including but not limited to records relating to the income, expenses, assets and liabilities of the Trust Estate, and the initial fair market value and adjusted basis of the Trust Estate property and assets determined at such intervals as may be required by the Code or the Treasury Regulations, as may be necessary to prepare the foregoing returns, schedules, statements or information.

Section 5.06 Tax Matters Person.

The Tax Matters Person shall have the same duties with respect to the applicable REMIC as those of a “tax matters partner” under Subchapter C of Chapter 63 of Subtitle F of the Code.  The Holder of the Class A-R Certificate is hereby designated as the Tax Matters Person for the Upper-Tier REMIC and the Lower-Tier REMIC.  By its acceptance of the Class A-R Certificate, such Holder irrevocably appoints the Securities Administrator as its agent to perform all of the duties of the Tax Matters Person for the Upper-Tier REMIC and the Lower-Tier REMIC.

Section 5.07 Rights of the Tax Matters Person in Respect of the Securities Administrator.

The Securities Administrator shall afford the Tax Matters Person, upon reasonable notice during normal business hours, access to all records maintained by the Securities Administrator in respect of its duties hereunder and access to officers of the Securities Administrator responsible for performing such duties.  Upon request, the Securities Administrator shall furnish the Tax Matters Person with its most recent report of condition published pursuant to law or to the requirements of its supervisory or examining authority publicly available.  The Securities Administrator shall make available to the Tax Matters Person such books, documents or records relating to the Securities Administrator’s services hereunder as the Tax Matters Person shall reasonably request.  The Tax Matters Person shall not have any responsibility or liability for any action or failure to act by the Securities Administrator and is not obligated to supervise the performance of the Securities Administrator under this Agreement or otherwise.

Section 5.08 REMIC and Grantor Trust Related Covenants.

For as long as any REMIC created hereunder shall exist, the Trustee, the Securities Administrator, the Depositor and the Master Servicer shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC and each grantor trust created hereunder as a “grantor trust” within the meaning of the Code and related regulations and avoid the imposition of tax on any REMIC or grantor trust created hereunder.  In particular:

(a) Neither the Securities Administrator nor the Trustee shall create, or permit the creation of, any “interests” in any REMIC created hereunder within the meaning of Code Section 860D(a)(2) other than the interests represented by the Residual Certificate, the Upper-Tier Regular Interests and the Uncertificated Lower-Tier Interests.

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(b) Except as otherwise provided in the Code, (i) the Depositor and the Master Servicer shall not contribute to the Trust Estate and the Trustee shall not accept property unless substantially all of the property held in each REMIC constitutes either “qualified mortgages” or “permitted investments” as defined in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be contributed, or deemed contributed, to any REMIC created hereunder after the start-up day unless such contribution would not subject the Trust Estate to the 100% tax on contributions to a REMIC created hereunder after the start-up day of such REMIC imposed by Code Section 860G(d).

(c) Neither the Securities Administrator, on behalf of the Trust Estate or the Trustee, nor the Trustee shall accept on behalf of any REMIC created hereunder any fee or other compensation for services and none of the Securities Administrator, the Trustee or the Master Servicer shall knowingly accept, on behalf of the Trust Estate any income from assets other than those permitted to be held by a REMIC.

(d) Neither the Securities Administrator, on behalf of the Trust Estate or the Trustee, nor the Trustee shall sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Sections 2.02 or 2.04), unless such sale is pursuant to a “qualified liquidation” of the applicable REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with Article X.

(e) The Securities Administrator shall maintain books with respect to the Trust and each REMIC created hereunder on a calendar year taxable year basis and on an accrual basis.

(f) None of the Master Servicer, the Securities Administrator or the Trustee shall engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), except that, with the prior written consent of the Master Servicer and the Depositor, the Securities Administrator may engage in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and (d); provided that the Master Servicer shall have delivered to the Securities Administrator an Opinion of Counsel to the effect that such transaction will not result in the imposition of a tax on any REMIC created hereunder and will not disqualify any such REMIC from treatment as a REMIC; and, provided further, that the Master Servicer shall have demonstrated to the satisfaction of the Securities Administrator that such action will not adversely affect the rights of the Holders of the Certificates and the Securities Administrator and that such action will not adversely impact the rating of the Certificates.  None of the Master Servicer, the Securities Administrator, the Trustee or any Servicer shall, unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable, permit any modification with respect to any Mortgage Loan that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interest payments, reduce the Stated Principal Balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, (ii) affect adversely the status of any REMIC as a REMIC or (iii) cause any REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.  Further, none of the Master Servicer, the Securities Administrator, the Trustee or any Servicer shall permit any modification with respect to any Mortgage Loan that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G 2(b) of the Treasury regulations and (y) cause any REMIC constituting part of the Trust Estate to

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fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the Start-up Day under the REMIC Provisions.

Section 5.09 [Reserved].

Section 5.10 Master Servicer, Securities Administrator and Trustee Indemnification.

(a) In the event that any REMIC created hereunder fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due solely to (i) the negligent performance by the Trustee of its duties and obligations set forth herein or (ii) any state, local or franchise taxes imposed upon the Trust Estate as a result of the location of the Trustee or any co-trustee, the Trustee shall indemnify the Trust Estate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence, including, without limitation, any reasonable attorneys’ fees imposed on or incurred as a result of a breach of the Trustee’s or any co-trustee’s covenants.

(b) In the event that any REMIC created hereunder fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due solely to (i) the negligent performance by the Master Servicer of its duties and obligations set forth herein or (ii) any state, local or franchise taxes imposed upon the Trust Estate as a result of the location of the Master Servicer, the Master Servicer shall indemnify the Trust Estate against any and all Losses resulting from such negligence, including, without limitation, any reasonable attorneys’ fees imposed on or incurred as a result of a breach of the Master Servicer’s covenants.

(c) In the event that any REMIC created hereunder fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due solely to (i) the negligent performance by the Securities Administrator of its duties and obligations set forth herein or (ii) any state, local or franchise taxes imposed upon the Trust Estate as a result of the location of the Securities Administrator, the Securities Administrator shall indemnify the Trust Estate against any and all Losses resulting from such negligence, including, without limitation, any reasonable attorneys’ fees imposed on or incurred as a result of a breach of the Securities Administrator’s covenants.

Section 5.11 Grantor Trust Administration.

(a) The Trustee and the Securities Administrator shall treat the portions of the Trust consisting of the Cap Carryover Reserve Account and rights and obligations with respect thereto as the Class CE Grantor Trust and provisions of this Agreement shall be interpreted consistently with this treatment.

(b) On each Distribution Date, the Securities Administrator shall be deemed to deposit all distributions in respect of the Cap Carryover Reserve Account in the Class CE Grantor Trust, and shall immediately distribute such amounts as provided in Section 5.02(c).

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(c) The Securities Administrator and the Trustee shall account for the Class CE Grantor Trust and the assets and rights and obligations with respect thereto as, for federal income tax purposes, a grantor trust as described in Subpart E of Part I of Subchapter J of the Code and Treasury Regulation §301.7701-4(c)(2) and not as assets of any REMIC created pursuant to this Agreement. The Securities Administrator shall apply for a taxpayer identification number for the grantor trust on IRS Form SS-4 and any similarly required state or local forms for the Class CE Grantor Trust. The Securities Administrator shall furnish or caused to be furnished to the Holders of the Class CE Certificates and shall file or cause to be filed such forms as may be required by the Code and regulations promulgated thereunder and any similar state or local laws with respect to the allocable shares of income and expenses with respect to the assets of the grantor trust at the time and in the manner required by the Code and regulations promulgated thereunder and any similar state or local laws. The Securities Administrator shall sign any forms required above.

(d) The Securities Administrator, in its discretion, will report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method.  The Securities Administrator will be under no obligation to determine whether any Certificateholder or other beneficial owner of a Certificate uses the cash or accrual method.  The Securities Administrator will make available information as required by the WHFIT Regulations to Certificateholders annually.  In addition, the Securities Administrator will not be responsible or liable for providing subsequently amended, revised or updated information to any certificate holder, unless requested by the Certificateholder.

(e) The Securities Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Securities Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Securities Administrator or (iii) the inability of the Securities Administrator, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2008 calendar year.  Absent receipt of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof, the Depositor and the Securities Administrator may assume there is no secondary market trading of WHFIT interests.

(f) To the extent required by the WHFIT Regulations, the Securities Administrator will use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT.  The CUSIPs so published will represent the Rule 144A CUSIPs.  The Securities Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received.  The Securities Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

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ARTICLE VI  

THE CERTIFICATES

Section 6.01 The Certificates.

The Classes of Certificates shall be substantially in the forms attached hereto as Exhibits A-AR, A-A1, A-A2, B-M1, B-M2, B-M3, B-M4, B-M5, B-M6, B-M7, B-M8, B-M9, B-CE, B-P and C (reverse of all Certificates) and shall, on original issue, be executed by the Securities Administrator and shall be authenticated and delivered by the Securities Administrator to or upon the order of the Depositor upon receipt by the Trustee of the documents specified in Section 2.01.  The Classes of Certificates (other than the Class CE Certificates) shall be available to investors in minimum Denominations and integral multiples in excess thereof set forth in the Preliminary Statement.  The minimum denomination for the Class CE Certificates shall be a 10% Percentage Interest in such Class. The Class A-1 Certificates shall initially be issued in book-entry form through the Depository and delivered to the Depository or, pursuant to the Depository’s instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and all other Classes of Certificates shall initially be issued in definitive, fully-registered form; provided, however, a Holder of 100% Percentage Interest in the Class A-2 Certificates or any Class of Mezzanine Certificates may request that the Securities Administrator exchange their Definitive Certificates for Book-Entry Certificates.

The Certificates shall be executed by manual or facsimile signature on behalf of the Securities Administrator by an authorized officer or signatory.  Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Securities Administrator shall bind the Securities Administrator, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the execution and delivery of such Certificates or did not hold such offices or positions at the date of such Certificate.  No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Securities Administrator substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.  All Certificates shall be dated the date of their authentication.

Section 6.02 Registration of Transfer and Exchange of Certificates.

(a) The Securities Administrator shall cause to be kept at an office or agency in the city in which the Corporate Trust Office of the Securities Administrator is located a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.  The Securities Administrator shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided.

(b) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized Denominations or Percentage Interests of a like Class, tenor and

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aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency.  Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute and the Securities Administrator shall authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to receive.  Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Securities Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing.

(c) (i) Except as provided in paragraph (c)(iii) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (A) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository; (B) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (C) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (D) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (E) the Securities Administrator shall deal with the Depository as the representative of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of the Depository shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (F) the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners.

(ii) All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner.  Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.

(iii) If the Depository advises the Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and the Securities Administrator or the Depositor is unable to locate a qualified successor, the Securities Administrator shall notify all Certificate Owners through the Depository of the occurrence of such event and of the availability of definitive, fully-registered Certificates (the “Definitive Certificates”) to such Certificate Owners requesting the same.  Upon surrender to the Securities Administrator of the related Class of Certificates by the Depository (or by the Certificate Custodian, if it holds such Class on behalf of the Depository), accompanied by the instructions from the Depository for registration, the Securities Administrator shall issue the Definitive Certificates.  None of the Master Servicer, the Depositor, the Securities Administrator or the Trustee shall be liable for any delay in delivery of such instruction and may conclusively rely on, and shall be protected in relying on, such instructions.  The

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Depositor shall provide the Securities Administrator with an adequate inventory of certificates to facilitate the issuance and transfer of Definitive Certificates.  Upon the issuance of Definitive Certificates, the Securities Administrator shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.

(d) No transfer of a Private Certificate shall be made unless such transfer is exempt from the registration requirements of the 1933 Act and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer (other than in connection with the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor or, in the case of the Class A-R Certificate, the first transfer by an Affiliate of the Depositor (i) unless such transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached hereto as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both.  The Depositor shall provide to any Holder of a Private Certificate and any prospective transferees designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such certificate without registration thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A.  The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.  For purposes of clause (ii) of this Section 6.02(d) the representations required in any transferor certificate (substantially in the form of Exhibit G-1 hereto) and any investment letter (substantially in the form of Exhibit G-2 hereto) shall be deemed to have made in connection with the transfer of any Private Certificate that is a Book-Entry Certificate.

(e) No transfer of an ERISA Restricted Certificate shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached hereto as Exhibit H from the transferee of such Certificate, which representation letter shall not be an expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of any ERISA Restricted Certificate (other than the Class A-R Certificate) presented for registration in the name of an employee benefit plan or arrangement, subject to Title I of ERISA or Section 4975 of the Code, or a Person acting on behalf of or using assets of any such employee benefit plan or arrangement (collectively, a “Plan”) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such ERISA Restricted Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975

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of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  In the case of an ERISA Restricted Certificate that is a Book Entry Certificate, for purposes of clause (i) of the preceding sentence, a transferee will be deemed to have made one of the representations set forth in Exhibit H by the acceptance by a Certificate Owner of a Book-Entry Certificate of the beneficial interest in any such Class of ERISA-Restricted Certificates, unless the Securities Administrator shall have received from the transferee an alternative representation or Opinion of Counsel acceptable in form and substance to the Securities Administrator.  Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA Restricted Certificate in definitive form to a Plan without the delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect.

Neither the Securities Administrator nor the Certificate Registrar shall have any liability for transfers of Book-Entry Certificates made through the book-entry facilities of the Depository or between or among any Depository Participants or Certificate Owners, made in violation of applicable restrictions.  The Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners.

To the extent permitted under applicable law (including, but not limited to, ERISA), the Securities Administrator shall be under no liability to any Person for any registration of transfer of any ERISA Restricted Certificate that is in fact not permitted by this Section 6.02 or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Securities Administrator in accordance with the foregoing requirements.

(f) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:

(i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee.

(ii) No Person shall acquire an Ownership Interest in a Residual Certificate unless such Ownership Interest is a pro rata undivided interest.

(iii) In connection with any proposed transfer of any Ownership Interest in a Residual Certificate, the Securities Administrator shall require delivery to it, in form and substance satisfactory to it, of an affidavit substantially in the form attached hereto as

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Exhibit I from the proposed transferee and a certificate substantially in the form attached hereto as Exhibit T.

(iv) Notwithstanding the delivery of an affidavit by a proposed transferee under clause (iii) above, if a Responsible Officer of the Securities Administrator has actual knowledge that the proposed transferee is not a Permitted Transferee, no transfer of any Ownership Interest in a Residual Certificate to such proposed transferee shall be effected.

(v) No Ownership Interest in a Residual Certificate may be purchased by or transferred to any Person that is not a U.S. Person, unless (A) such Person holds such Residual Certificate in connection with the conduct of a trade or business within the United States and furnishes the transferor and the Securities Administrator with an effective Internal Revenue Service Form W-8ECI (or successor thereto) or (B) the transferee delivers to both the transferor and the Securities Administrator an Opinion of Counsel from a nationally-recognized tax counsel to the effect that such transfer is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of a Residual Certificate will not be disregarded for federal income tax purposes.

(vi) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section 6.02 shall be absolutely null and void and shall vest no rights in the purported transferee.  If any purported transferee shall, in violation of the provisions of this Section 6.02, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section 6.02, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate.  The Securities Administrator shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section 6.02 or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of the Agreement so long as the transfer was registered in accordance with this Section 6.02.  The Securities Administrator shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate.  Any such distributions so recovered by the Securities Administrator shall be distributed and delivered by the Securities Administrator to the prior Holder of such Residual Certificate that is a Permitted Transferee.

(vii) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section 6.02, then the Securities Administrator, based on information provided to the Securities Administrator by the Master Servicer, will provide to the Internal Revenue Service, and to the Persons specified in Section 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual

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interests to disqualified organizations.  The expenses of the Securities Administrator under this clause (vii) shall be reimbursable by the Trust.

(viii) No Ownership Interest in a Residual Certificate shall be acquired by a Plan.

(g) No service charge shall be imposed for any transfer or exchange of Certificates of any Class, but the Securities Administrator may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

(h) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar.

Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.

If (a) any mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Securities Administrator, the Trustee, the Depositor and the Certificate Registrar such security or indemnity reasonably satisfactory to each, to save each of them harmless, then, in the absence of actual notice to the Securities Administrator or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Securities Administrator shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class and Percentage Interest but bearing a number not contemporaneously outstanding.  Upon the issuance of any new Certificate under this Section, the Securities Administrator may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Securities Administrator and the Certificate Registrar) connected therewith.  Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Section 6.04 Persons Deemed Owners.

Prior to due presentation of a Certificate for registration of transfer, the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 5.01 and for all other purposes whatsoever, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar, the NIMS Insurer or any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the NIMS Insurer or the Certificate Registrar shall be affected by notice to the contrary.

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ARTICLE VII 

THE DEPOSITOR AND THE MASTER SERVICER

Section 7.01 Respective Liabilities of the Depositor and the Master Servicer.

The Depositor and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Depositor and the Master Servicer herein.  By way of illustration and not limitation, the Depositor is not liable for the master servicing and administration of the Mortgage Loans, nor is it obligated by Section 8.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

Section 7.02 Merger or Consolidation of the Depositor or the Master Servicer.

The Depositor and the Master Servicer will each keep in full effect its existence, rights and franchises as a separate entity under the laws governing its organization, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.

Any Person into which the Depositor or the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx Xxx or Xxxxxxx Mac.

In connection with the succession to the Master Servicer under this Agreement by any Person (i) into which the Master Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Master Servicer shall notify the Depositor and the Securities Administrator of any such merger or consolidation at least two (2) Business Days prior to the effect of such succession or appointment and shall furnish to the Depositor and the Securities Administrator in writing and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator, all information reasonably necessary for the Securities Administrator to accurately and timely report, pursuant to Section 3.22(d), the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).

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Section 7.03 Limitation on Liability of the Depositor, the Master Servicer and Others.

None of the Depositor, the Master Servicer or any of the directors, officers, employees or agents of the Depositor or of the Master Servicer shall be under any liability to the Trust Estate or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder.  The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.  The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified by the Trust Estate and held harmless against any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder.  Neither of the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder.  In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Estate (except any expenses, costs or liabilities incurred as a result of any breach of representations or warranties of the related party or by reason of willful misfeasance, bad faith or gross negligence in the performance of duties of such party hereunder or by reason of reckless disregard of obligations and duties of such party hereunder), and the Depositor and the Master Servicer shall each be entitled to be reimbursed therefor out of amounts attributable to the applicable Mortgage Loans on deposit in the Master Servicer Custodial Account, as provided by Section 3.11.

Section 7.04 Depositor and Master Servicer Not to Resign.

Subject to the provisions of Section 7.02, neither the Depositor nor the Master Servicer shall resign from its respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law.  Any such determination permitting the resignation of the Depositor or the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Securities Administrator.  No such resignation by the Master Servicer shall become effective until the Trustee or a successor Master Servicer shall have assumed the Master Servicer’s responsibilities and obligations in accordance with Section 8.05 hereof.

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ARTICLE VIII 

DEFAULT

Section 8.01 Events of Default.

If any one of the following events (“Events of Default”) shall occur and be continuing:

(a) any failure by the Master Servicer to remit amounts to the Securities Administrator for deposit into the Certificate Account in the amount and manner provided herein so as to enable the Securities Administrator to distribute to Holders of Certificates any payment required to be made under the terms of such Certificates and this Agreement which continues unremedied by 12:00 P.M. New York time on the related Distribution Date; or

(b) failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which covenants and agreements continue unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Securities Administrator, the Trustee, the NIMS Insurer or the Depositor, or to the Master Servicer, the Depositor, the Securities Administrator, the NIMS Insurer and the Trustee by the Holders of Certificates evidencing Voting Rights aggregating not less than 25% of all Certificates affected thereby; or

(c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings against the Master Servicer, or for the winding up or liquidation of the Master Servicer’s affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(d) the consent by the Master Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or

(e) failure by the Master Servicer to duly perform, within the required time period, its obligations under Section 3.20, Section 3.21 or Section 3.22; or

(f) failure by the Master Servicer to make a Periodic Advance required to be made by it pursuant to Section 3.19 by 5:00 P.M. New York time on the Business Day preceding the related Distribution Date.

then, (i) in the case of Event of Default described in clauses (a) through (e) hereof, so long as such Event of Default is actually known by a Responsible Officer of the Trustee or the Depositor

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and shall not have been remedied by the Master Servicer, either the Trustee or the Depositor may, and at the direction of the Holders of Certificates evidencing Voting Rights aggregating not less than 51% of all Certificates affected thereby shall, by notice then given in writing to the Master Servicer (and to the Trustee, if given by the Depositor, and to the Depositor, if given by the Trustee), terminate all of the rights and obligations of the Master Servicer under this Agreement and (ii) in the case of an Event of Default described in clause (f) hereof, so long as such event is known by a Responsible Officer of the Trustee, the Trustee shall be obligated to make such Periodic Advance and then, so long as such Event of Default shall not have been remedied by 5:00 P.M. New York time on the related Distribution Date (including the reimbursement to the Trustee by the Master Servicer, with interest thereon at the Prime Rate (as set forth in The Wall Street Journal), for any Periodic Advance made), the Trustee may, by notice given in writing to the Master Servicer and the Depositor, terminate all of the rights and obligations of the Master Servicer under this Agreement.  On or after the receipt by the Master Servicer of such written notice and subject to Section 8.05, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01 and Section 8.05, unless and until such time as the Trustee shall appoint a successor Master Servicer pursuant to Section 8.05, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the applicable Mortgage Loans and related documents, or otherwise, including, without limitation, the recordation of the assignments of the applicable Mortgage Loans to it. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that have been deposited by the Master Servicer in the Master Servicer Custodial Account or thereafter received by the Master Servicer with respect to the Mortgage Loans.  Upon obtaining notice or knowledge of the occurrence of any Event of Default, the Person obtaining such notice or knowledge shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to each Rating Agency.  All costs and expenses (including attorneys’ fees) incurred in connection with transferring the master servicing data and information to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (unless the predecessor Master Servicer is the Trustee, in which event the previous Master Servicer shall be responsible for payment of such costs and expenses so long as the transfer of servicing is not the result of an Event of Default on the part of the Trustee in its capacity as the predecessor Master Servicer).  Notwithstanding the termination of the Master Servicer pursuant hereto, the Master Servicer shall remain liable for any causes of action arising out of any Event of Default occurring prior to such termination, subject to the terms and conditions of this Agreement.

Section 8.02 Remedies of Trustee.

During the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in Section 8.01, shall have the right, in its own name as trustee of an express trust, to take all actions now or hereafter

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existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith).  Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.

Section 8.03 Directions by Certificateholders and Duties of Trustee During Event of Default.

During the continuance of any Event of Default, Holders of Certificates evidencing Voting Rights aggregating not less than 25% (or such other percentage as may be required herein) of each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement; provided, however, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (a) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, and (b) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby and, provided further, that, subject to the provisions of Section 9.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would subject the Trustee to a risk of personal liability or be unjustly prejudicial to the non-assenting Certificateholders.

Section 8.04 Action upon Certain Failures of the Master Servicer and upon Event of Default.

In the event that a Responsible Officer of the Securities Administrator or Trustee shall have actual knowledge of any failure of the Master Servicer specified in Section 8.01(a) or (b) which would become an Event of Default upon the Master Servicer’s failure to remedy the same after notice, the Securities Administrator or Trustee, as the case may be, shall give notice thereof to the Master Servicer.  If a Responsible Officer of the Trustee shall have knowledge of an Event of Default, the Trustee shall give prompt written notice thereof to the Securities Administrator and the Securities Administrator shall give prompt written notice thereof to the Certificateholders in accordance with Section 8.01.

Section 8.05 Trustee to Act; Appointment of Successor.

(a) Within 90 days of the time the Master Servicer (and the Trustee if such notice of termination is delivered by the Depositor) receives a notice of termination pursuant to Section 8.01, the Trustee (or other named successor) shall, subject to Section 3.07, be the

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successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and thereof, as applicable, or shall appoint a successor pursuant to Section 3.07. Notwithstanding the foregoing, (i) the parties hereto agree that the Trustee, in its capacity as successor Master Servicer, immediately will assume all of the obligations of the Master Servicer to make advances (including, without limitation, Advances pursuant to Section 3.19) under this Agreement, (ii) the Trustee, in its capacity as successor Master Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Trustee (a) acting in its capacity as successor to the Master Servicer in its obligation to make advances (including Advances pursuant to Section 3.19) to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable, (b) to be liable for any losses of the Master Servicer or any acts or omissions of the predecessor Master Servicer hereunder, (c) to be obligated to make Advances if it is prohibited from doing so by applicable law, (d) to be obligated to effectuate repurchases or substitutions of the Mortgage Loans hereunder or (e) to be obligated to perform any obligation of the Master Servicer under Section 3.20, Section 3.21 or Section 3.22 with respect to any period of time during which the Trustee was not the Master Servicer.  Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to such compensation as the terminated Master Servicer would have been entitled to hereunder if no such notice of termination had been given, except for those amounts due to the Master Servicer as reimbursement for Advances previously made or amounts previously expended and are otherwise reimbursable hereunder.  Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that any such institution appointed as a successor Master Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Master Servicer.  The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the Master Servicer of any of its representations or warranties contained herein or in any related document or agreement.  Pending appointment of a successor to a terminated Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as provided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.  All Master Servicing Transfer Costs shall be paid by the predecessor Master Servicer (unless the predecessor Master Servicer is the Trustee, in which event the previous Master Servicer shall be responsible for payment of such costs and expenses so long as the transfer of servicing is not the result of an Event of Default on the part of the Trustee in its capacity as the predecessor Master Servicer) upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to

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pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee shall be entitled to reimbursement therefor from the assets of the Trust).

(b) In connection with the appointment of a successor Master Servicer or the assumption of the duties of the Master Servicer, as specified in Section 8.05(a), the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree; provided, however, that such compensation shall not exceed the compensation of the Master Servicer being replaced.

(c) Any successor, including the Trustee, to the Master Servicer as master servicer shall during the term of its service as master servicer maintain in force (i) a policy or policies of insurance covering errors and omissions in the performance of its obligations as master servicer hereunder and (ii) a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.03.

(d) The predecessor Master Servicer and successor Master Servicer shall notify the Depositor, the Securities Administrator and Trustee of any such appointment at least two (2) Business Days prior to the effective date thereof and shall provide the Depositor and the Securities Administrator with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment.

Section 8.06 Notification to Certificateholders.

Upon any termination or appointment of a successor to the Master Servicer pursuant to this Article VIII, the Securities Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to each Rating Agency.

ARTICLE IX 

THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 9.01 Duties of Trustee and Securities Administrator.

(a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator at all times, undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively.  In case an Event of Default has occurred of which a Responsible Officer of the Trustee shall have actual knowledge (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a reasonably prudent investor would exercise or use under the circumstances in the conduct of such investor’s own affairs.

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The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that neither the Trustee nor the Securities Administrator shall be responsible for the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or the Depositor hereunder.

(b) No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misfeasance; provided, however, that:

(i) With respect to the Trustee, prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have occurred, and with respect to the Securities Administrator at all times, the duties and obligations of the Trustee and the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Trustee and the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and the Securities Administrator and, in the absence of bad faith on the part of the Trustee and the Securities Administrator, the Trustee and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and the Securities Administrator by the Depositor or the Master Servicer and which on their face, do not contradict the requirements of this Agreement;

(ii) Neither the Trustee nor the Securities Administrator shall be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Securities Administrator, as the case may be, unless it shall be proved that either the Trustee or the Securities Administrator, as the case may be, was grossly negligent in ascertaining the pertinent facts;

(iii) The Trustee and the Securities Administrator shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Certificateholders as provided in Section 8.03;

(iv) The Trustee shall not be charged with knowledge of any default or an Event of Default under Section 8.01 unless a Responsible Officer of the Trustee obtains actual knowledge of such default or Event of Default or any Responsible Officer of the Trustee receives written notice of such default or Event of Default at its Corporate Trust Office from the Master Servicer, the Securities Administrator, the Depositor or any Certificateholder.  The Securities Administrator shall not be charged with knowledge of any default (other than a default in payment to the Securities Administrator) or an Event of Default under Section 8.01 unless a Responsible Officer of the Securities Administrator obtains actual knowledge of such failure or event or any Responsible Officer of the Securities Administrator receives written notice of such default or Event of

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Default at its Corporate Trust Office from the Master Servicer, the Trustee, the Depositor or any Certificateholder; and

(v) No provision in this Agreement shall require the Trustee or the Securities Administrator to expend or risk its own funds or otherwise incur any personal financial liability in the performance of any of its duties as Trustee or Securities Administrator hereunder, or in the exercise of any of its rights or powers, if the Trustee or the Securities Administrator shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c) Subject to the conditions set forth in this Section 9.01(c), the Securities Administrator is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.  The Securities Administrator shall promptly upon request provide to the Depositor a written description (in form and substance satisfactory to the Depositor) of the role and function of each Subcontractor utilized by the Securities Administrator, specifying (i) the identity of each such Subcontractor that is a Servicing Function Participant and (ii) which elements of the Servicing Criteria will be addressed in Assessments of Compliance provided by each Servicing Function Participant.  As a condition to the utilization by the Securities Administrator of any Servicing Function Participant, the Securities Administrator shall cause any such Servicing Function Participant for the benefit of the Depositor to comply with the provisions of Section 3.21 of this Agreement to the same extent as if such Servicing Function Participant were the Securities Administrator.  The Securities Administrator shall be responsible for obtaining from each such Servicing Function Participant and delivering to the applicable Persons any Assessment of Compliance and related Attestation Report required to be delivered by such Servicing Function Participant under Section 3.21, in each case as and when required to be delivered.

Notwithstanding the foregoing, if the Securities Administrator engages a Subcontractor in connection with the performance of any of its duties under this Agreement, the Securities Administrator shall be responsible for determining whether such Subcontractor is an Additional Servicer.

The Securities Administrator shall indemnify the Depositor, the Sponsor, the Trustee, the Custodian, the Master Servicer and any of their respective directors, officers, employees or agents and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to a breach of the Securities Administrator’s obligation set forth in the preceding paragraph or the failure of the Securities Administrator to perform any of its obligations under Section 3.20, Section 3.21, Section 3.22 or this Section 9.01(c).

(d) The Trustee is hereby directed, on or prior to the Closing Date, not in its individual capacity but solely on behalf of the Trust, to execute and deliver the BANA Servicing Agreement and each assignment and recognition agreement constituting a portion of a Servicing Agreement in the forms presented to it by the Depositor, for the benefit of the Holders of the Certificates.  The Trustee shall not be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation,

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warranty or covenant made or undertaken by the Trustee on behalf of the Trust under any Servicing Agreement or any other related documents, as to all of which recourse shall be had solely to the assets of the Trust in accordance with the terms of this Agreement.  Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s execution of any Servicing Agreement and the performance of any obligations thereunder.

Section 9.02 Certain Matters Affecting the Trustee and the Securities Administrator.

Except as otherwise provided in Section 9.01:

(i) The Trustee and the Securities Administrator may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the manner of obtaining consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to the reasonable regulations as the Trustee and the Securities Administrator, as applicable, may prescribe;

(ii) The Trustee and the Securities Administrator may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;

(iii) Neither the Trustee nor the Securities Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Securities Administrator, as the case may be, reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; however, subject to Section 9.01(b)(v), nothing contained herein shall relieve the Trustee or the Securities Administrator of the obligation, upon the occurrence of an Event of Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor’s own affairs;

(iv) Neither the Trustee nor the Securities Administrator shall be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

(v) With respect to the Trustee, prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default which may have occurred, and with respect to the Securities Administrator at all times, neither the Trustee

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nor the Securities Administrator shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests, aggregating not less than 50%; provided, however, that if the payment within a reasonable time to the Trustee or the Securities Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Securities Administrator, as the case may be, not reasonably assured to the Trustee or the Securities Administrator, as applicable, by the security afforded to it by the terms of this Agreement, the Trustee or the Securities Administrator, as the case may be, may require reasonable indemnity or security satisfactory to it against such expense or liability or payment of such estimated expenses as a condition to so proceeding;

(vi) The Trustee and the Securities Administrator may each execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, custodian or independent contractor;

(vii) The right of the Trustee or the Securities Administrator to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and neither the Trustee nor the Securities Administrator shall be answerable for other than its gross negligence or willful misconduct in the performance of any such act; and

(viii) The relationship of the Securities Administrator (and of any successor to the Securities Administrator as securities administrator under this Agreement) to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Section 9.03 Neither Trustee nor Securities Administrator Liable for Certificates or Mortgage Loans.

The recitals contained herein and in the Certificates (other than the execution of, and the authentication of, the Certificates) shall be taken as the statements of the Depositor or the Master Servicer, as applicable, and neither the Trustee nor the Securities Administrator assumes responsibility for their correctness.  Neither the Trustee nor the Securities Administrator makes any representations as to the validity or sufficiency of this Agreement or of the Certificates or any Mortgage Loans save that the Trustee and the Securities Administrator represent that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, as to enforcement of remedies, to applicable insolvency, receivership, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity and the discretion of the court (regardless of whether enforcement of such remedies is considered in a proceeding in equity or at law).

Neither the Trustee nor the Securities Administrator shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or the

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maintenance of any such perfection and priority or for or with respect to the sufficiency of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition and ownership of any Mortgaged Property; the existence and enforceability of any hazard insurance thereon (other than if the Trustee shall assume the duties of the Master Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the Trustee as the successor to the Master Servicer); the validity of the assignment of any Mortgage Loan to the Trustee or of any intervening assignment; the completeness of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the Master Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the Trustee as successor to the Master Servicer); the compliance by the Depositor or the Master Servicer with any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation; any investment of monies by or at the direction of the Master Servicer or any loss resulting therefrom, it being understood that the Trustee and the Securities Administrator shall remain responsible for any Trust property that it may hold in its individual capacity; the acts or omissions of any of the Depositor, the Master Servicer (other than if the Trustee shall assume the duties of the Master Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the Trustee as successor to the Master Servicer), or any Mortgagor; any action of the Master Servicer (other than if the Trustee shall assume the duties of the Master Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the Trustee as successor to the Master Servicer) taken in the name of the Trust or the Securities Administrator; the failure of the Master Servicer to act or perform any duties required of it as agent of the Trust or the Securities Administrator hereunder; or any action by the Trustee or the Securities Administrator taken at the instruction of the Master Servicer (other than if the Trustee shall assume the duties of the Master Servicer pursuant to Section 8.05 and thereupon only for the acts or omissions of the Trustee as successor to the Master Servicer); provided, however, that the foregoing shall not relieve the Trustee or the Securities Administrator of its obligation to perform its duties under this Agreement, including, without limitation, the Trustee’s review of the Mortgage Files pursuant to Section 2.02.  The Trustee shall file any continuation statement with respect to any financing statement for which the Trustee is the secured party in any public office at any time required to maintain the perfection of any security interest or lien granted to it hereunder.

Section 9.04 Trustee and Securities Administrator May Own Certificates.

Each of the Trustee and the Securities Administrator in their individual or any other capacities may become the owner or pledgee of Certificates with the same rights it would have if it were not Trustee or the Securities Administrator and may otherwise deal with the Master Servicer or any of its affiliates with the same right it would have if it were not the Trustee or the Securities Administrator.

Section 9.05 Eligibility Requirements for Trustee and the Securities Administrator.

The Trustee and the Securities Administrator hereunder shall at all times be (a) an institution the deposits of which are fully insured by the FDIC and (b) a corporation or banking association organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined

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capital and surplus of not less than $50,000,000.00 and subject to supervision or examination by Federal or State authority and (c) with respect to every successor trustee or securities administrator hereunder either an institution (i) the long-term unsecured debt obligations of which are rated at least “A” by both S&P and Fitch or (ii) whose serving as Trustee or Securities Administrator hereunder would not result in the lowering of the ratings originally assigned to any Class of Certificates.  The Trustee shall not be an affiliate of the Depositor, the Master Servicer or any Servicer.  If such corporation or banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 9.05, the combined capital and surplus of such corporation or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  The principal office of the Trustee and the Securities Administrator (other than the initial Trustee or Securities Administrator) shall be in a state with respect to which an Opinion of Counsel has been delivered to such Trustee at the time such Trustee or Securities Administrator is appointed Trustee or Securities Administrator to the effect that the Trust will not be a taxable entity under the laws of such state.  In case at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provision of this Section 9.05, the Trustee or the Securities Administrator, as the case may be, shall resign immediately in the manner and with the effect specified in Section 9.06.

The Securities Administrator (i) may not be an originator, the Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be either an institution (a) the long-term unsecured debt obligations of which are rated at least “A” by both S&P and Fitch or (b) whose serving as Securities Administrator hereunder would not result in the lowering of the ratings originally assigned to any Class of Certificates.  If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 60 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 9.05, then the Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement.  Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an institution qualified under Section 9.05 hereof as the successor to the Securities Administrator hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a Securities Administrator hereunder; provided, however, that any such institution appointed as successor Securities Administrator shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the Securities Administrator.  The Trustee shall notify the Rating Agencies of any change of the Securities Administrator.

Section 9.06 Resignation and Removal of Trustee and the Securities Administrator.

The Trustee or the Securities Administrator may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Master Servicer, the NIMS Insurer and the Depositor and mailing a copy of such notice to all Holders of record.  The Trustee or the Securities Administrator, as applicable, shall also mail a copy of such notice of resignation to each Rating Agency.  Upon receiving such notice of resignation, the Depositor shall use its best efforts to promptly appoint a mutually acceptable successor Trustee or

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Securities Administrator, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee or Securities Administrator, as applicable, and one copy to the successor Trustee or Securities Administrator, as applicable.  If no successor Trustee or Securities Administrator, as the case may be, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Securities Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Securities Administrator, as applicable.

If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 9.05 and shall fail to resign after written request therefor by the Master Servicer, or if at any time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Securities Administrator or of their respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Securities Administrator or of their respective property or affairs for the purpose of rehabilitation, conservation or liquidation, or if at any time the Securities Administrator has failed to duly perform, within the required time period, its obligations under Section 3.20, Section 3.21 or Section 3.22, then the Master Servicer or the Depositor may remove the Trustee or the Securities Administrator, as the case may be, and appoint a successor trustee or securities administrator, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee or the Securities Administrator, as applicable, so removed and one copy to the successor.

The Holders of Certificates evidencing not less than 50% of the Voting Rights may at any time remove the Trustee or the Securities Administrator, as the case may be, by written instrument or instruments delivered to the Master Servicer and the Trustee or the Securities Administrator, as applicable; the Master Servicer shall thereupon use its best efforts to appoint a mutually acceptable successor Trustee or Securities Administrator, as the case may be, in accordance with this Section 9.06.

Any resignation or removal of the Trustee or the Securities Administrator, as the case may be, and appointment of a successor Trustee or Securities Administrator, as applicable, pursuant to any of the provisions of this Section 9.06 shall become effective upon acceptance of appointment by the successor Trustee or Securities Administrator, as the case may be, as provided in Section 9.07.

Notwithstanding anything to the contrary contained herein, the Master Servicer and the Securities Administrator shall at all times be the same Person.

Section 9.07 Successor Trustee or Securities Administrator.

Any successor Trustee or successor Securities Administrator appointed as provided in Section 9.06 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor Trustee or Securities Administrator, as applicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Securities Administrator shall become effective and such successor Trustee or Securities Administrator, as the case may be, without any further act, deed or conveyance, shall become fully vested with all

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the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Securities Administrator, as applicable, herein.  The predecessor Trustee or Securities Administrator shall duly assign, transfer, deliver and pay over to the successor Trustee or Securities Administrator, as the case may be, the whole of the Mortgage Files and related documents and statements held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed as may be reasonably required to effect such transfer and such of the records or copies thereof maintained by the predecessor Trustee or Securities Administrator in the administration hereof as may be reasonably requested by the successor Trustee or Securities Administrator, as the case may be, and shall thereupon be discharged from all duties and responsibilities under this Agreement.  All costs associated with the appointment of a successor Trustee or Securities Administrator (except in any case where the predecessor Trustee or Securities Administrator has been terminated pursuant to the third paragraph of Section 9.06 or if the predecessor Trustee is required to resign as such upon succeeding to the Master Servicer hereunder) shall be paid to the Person that incurred them by the predecessor Trustee or Securities Administrator, as applicable.  Without limiting the predecessor Trustee’s or Securities Administrator’s obligation, if the predecessor Trustee or Securities Administrator, as applicable, fails to pay such costs, such costs shall be reimbursed by the Trust; provided, however, that if the predecessor Trustee or Securities Administrator has been terminated pursuant to the third paragraph of Section 9.06 or if the predecessor Trustee is required to resign as such upon succeeding to the Master Servicer hereunder, all reasonable expenses incurred in complying with this Section 9.07 shall be reimbursed by the Trust to the Person that incurred them.

No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 9.07 unless at the time of such appointment such successor Trustee or Securities Administrator, as the case may be, shall be eligible under the provisions of Section 9.05.

Upon acceptance of appointment by a successor Trustee or Securities Administrator, as applicable, as provided in this Section 9.07, the Master Servicer shall cooperate to mail notice of the succession of such Trustee or Securities Administrator, as the case may be, hereunder to the NIMS Insurer, all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.  If the Master Servicer fails to mail such notice within ten days after acceptance of appointment by the successor Trustee or Securities Administrator, the successor Trustee or Securities Administrator, as the case may be, shall cause such notice to be mailed at the expense of the Master Servicer.

The predecessor Trustee and successor Trustee shall notify the Depositor of any such appointment at least two (2) Business Days prior to the effective date thereof and shall provide the Depositor with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment.  The predecessor Securities Administrator and successor Securities Administrator shall notify the Depositor of any such appointment at least two (2) Business Days prior to the effective date thereof and shall provide the Depositor with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment.

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Section 9.08 Merger or Consolidation of Trustee or Securities Administrator.

Any corporation or banking association into which either the Trustee or the Securities Administrator may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which the Trustee or the Securities Administrator shall be a party, or any corporation or banking association succeeding to all or substantially all of the corporate trust business of the Trustee or the Securities Administrator, shall be the successor of the Trustee or the Securities Administrator, as applicable, hereunder, if such corporation or banking association is eligible under the provisions of Section 9.05, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.  In connection with the succession to the Trustee or the Securities Administrator under this Agreement by any Person (i) into which the Trustee or the Securities Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or the Securities Administrator, the Trustee or the Securities Administrator, as the case may be, shall notify the Depositor of such succession or appointment and shall furnish to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably necessary for the Securities Administrator to accurately and timely report, pursuant to Section 3.22(d), the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).

Section 9.09 Appointment of Co-Trustee or Separate Trustee.

Notwithstanding any of the provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any Mortgaged Property may at the time be located or for any other reason, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee as co-trustee or separate trustee of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity, such title to the Trust Estate, or any part thereof, and, subject to the other provision of this Section 9.09, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable.  If one or both of the Master Servicer shall not have joined in such appointment within ten days after the receipt by it of a request to do so, the Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 9.05 and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 9.07. The Securities Administrator shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder.

In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 9.09, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and

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performed by such separate trustee or co-trustee at the direction of the Trustee.  No trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee hereunder; provided, however, that no appointment of a co-trustee or separate trustee hereunder shall relieve the Trustee of its obligations hereunder.

Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article IX.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.  Every such instrument shall be filed with the Trustee.

Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee shall become incapable of acting, resign or be removed, or shall be adjudged a bankrupt or insolvent, or a receiver of its property shall be appointed, or any public officer shall take charge or control of such trustee or co-trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 9.10 Authenticating Agents.

The Securities Administrator may appoint one or more authenticating agents (“Authenticating Agents”) that shall be authorized to act on behalf of the Securities Administrator in authenticating or countersigning Certificates.  Initially, the Authenticating Agent shall be LaSalle Bank National Association.  Wherever reference is made in this Agreement to the authentication or countersigning of Certificates by the Securities Administrator or the Securities Administrator’s certificate of authentication or countersigning, such reference shall be deemed to include authentication or countersigning on behalf of the Securities Administrator by an Authenticating Agent and a certificate of authentication or countersignature executed on behalf of the Securities Administrator by an Authenticating Agent.  Each Authenticating Agent must be acceptable to the Master Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any State, having a place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities.

Any corporation or banking association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation or banking association succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent

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without the execution or filing of any paper or any further act on the part of the Securities Administrator or the Authenticating Agent.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Securities Administrator and to the Master Servicer.  The Securities Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Master Servicer.  Upon receiving a notice of resignation or upon such a termination, or in case, at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 9.10, the Securities Administrator may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.

Section 9.11 Securities Administrator’s Fees and Expenses and Trustee’s Fees and Expenses.

The Trustee, as compensation for its services hereunder, shall be entitled to a fee in an amount agreed upon between the Trustee and the Securities Administrator, payable by the Securities Administrator out of its own funds and not out of any funds of the Trust Estate. The Securities Administrator shall be entitled to investment income with respect to amounts on deposit in the Certificate Account as compensation for its services hereunder.  The Trustee and the Securities Administrator, as the case may be, and any director, officer, employee or agent of the Trustee or the Securities Administrator, as the case may be, shall be indemnified and held harmless by the Trust against any claims, damage, loss, liability or expense (including reasonable attorney’s fees) (a) incurred in connection with or arising from or relating to (i) this Agreement, (ii) the Certificates, or (iii) the performance of any of the Trustee’s or the Securities Administrator’s, as the case may be, duties hereunder, other than any claims, damage, loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of any of the Trustee’s or the Securities Administrator’s, as the case may be, duties hereunder, (b) resulting from any tax or information return which was prepared by, or should have been prepared by, the Master Servicer and (c) arising out of the transfer of any ERISA-Restricted Certificate or the Residual Certificate not in compliance with ERISA.  Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee or the Securities Administrator, and except for any such expense, disbursement or advance as may arise from the Trustee’s or the Securities Administrator’s gross negligence, bad faith or willful misconduct, the Trust shall reimburse the Trustee and the Securities Administrator for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Securities Administrator in accordance with any of the provisions of this Agreement to the extent permitted by Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii).  Except as otherwise provided herein, neither the Trustee nor the Securities Administrator shall be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee or the Securities Administrator, as applicable, in the ordinary course of its duties as Trustee or Securities Administrator, Certificate Registrar or Paying Agent hereunder or for any other expenses.  The provisions of this Section 9.11 shall survive the termination of this Agreement or

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the resignation or removal of the Trustee or the Securities Administrator, as applicable, hereunder.

Section 9.12 Appointment of Custodian.

The Trustee may at any time on or after the Closing Date, with the consent of the Depositor and the Master Servicer, appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into a custodial agreement in a form acceptable to the Depositor and the Master Servicer.  Subject to this Article IX, the Trustee agrees to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders. Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $10,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File.

Each Custodian shall indemnify the Depositor, the Sponsor, the Trustee, the Master Servicer, the Securities Administrator and any of their respective directors, officers, employees or agents and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other reasonable costs, fees and expenses that any of them may sustain in any way related to the failure of a Custodian to perform any of its obligations under Section 3.21.  Notwithstanding the foregoing, in no event shall a Custodian be liable for any consequential, indirect or punitive damages pursuant to this Section 9.12.

Section 9.13 Paying Agents.

The Securities Administrator may appoint one or more Paying Agents (each, a “Paying Agent”) which shall be authorized to act on behalf of the Securities Administrator in making withdrawals from the Certificate Account and distributions to Certificateholders as provided in Section 3.09 and Section 5.02.  Wherever reference is made in this Agreement to the withdrawal from the Certificate Account by the Securities Administrator, such reference shall be deemed to include such a withdrawal on behalf of the Securities Administrator by a Paying Agent.  Initially, the Paying Agent shall be LaSalle Bank National Association.  Whenever reference is made in this Agreement to a distribution by the Securities Administrator or the furnishing of a statement to Certificateholders by the Securities Administrator, such reference shall be deemed to include such a distribution or furnishing on behalf of the Securities Administrator by a Paying Agent.  Each Paying Agent shall provide to the Securities Administrator such information concerning the Certificate Account as the Securities Administrator shall request from time to time.  Each Paying Agent must be reasonably acceptable to the Master Servicer and must be a corporation or banking association organized and doing business under the laws of the United States of America or of any state, having (except in the case of the Trustee or the Securities Administrator) a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.  Any fees and expenses (but not including any indemnity payments) of a Paying Agent appointed pursuant to this Agreement shall be payable by the Securities Administrator out of its own funds and not out of any funds in the Trust Estate.

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Any corporation into which any Paying Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent shall be a party, or any corporation succeeding to the corporate agency business of any Paying Agent, shall continue to be the Paying Agent provided that such corporation after the consummation of such merger, conversion, consolidation or succession meets the eligibility requirements of this Section 9.13.

Any Paying Agent may at any time resign by giving written notice of resignation to the Trustee, the Securities Administrator and to the Master Servicer; provided that the Paying Agent has returned to the Certificate Account or otherwise accounted, to the reasonable satisfaction of the Securities Administrator, for all amounts it has withdrawn from the Certificate Account.  The Securities Administrator may, upon prior written approval of the Master Servicer, at any time terminate the agency of any Paying Agent by giving written notice of termination to such Paying Agent and to the Master Servicer.  Upon receiving a notice of resignation or upon such a termination, or in case at any time any Paying Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 9.13, the Securities Administrator may appoint, upon prior written approval of the Master Servicer, a successor Paying Agent, shall give written notice of such appointment to the Master Servicer and shall mail notice of such appointment to all Certificateholders.  Any successor Paying Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Paying Agent. The Securities Administrator shall remain liable for any duties and obligations assumed by its appointed Paying Agent.

Section 9.14 Limitation of Liability.

The Certificates are executed by the Securities Administrator, not in its individual capacity but solely as Securities Administrator of the Trust, in the exercise of the powers and authority conferred and vested in it by this Agreement.  Each of the undertakings and agreements made on the part of the Securities Administrator in the Certificates is made and intended not as a personal undertaking or agreement by the Securities Administrator but is made and intended for the purpose of binding only the Trust.

Section 9.15 Trustee or Securities Administrator May Enforce Claims Without Possession of Certificates.

All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee or the Securities Administrator without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and such proceeding instituted by the Trustee or the Securities Administrator shall be brought in its own name or in its capacity as Trustee or Securities Administrator.  Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursement and advances of the Trustee or the Securities Administrator, as the case may be, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been recovered.

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Section 9.16 Suits for Enforcement.

In case an Event of Default or other default by the Master Servicer or the Depositor hereunder shall occur and be continuing, the Trustee, in its discretion, may proceed to protect and enforce its rights and the rights of the Holders of Certificates under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders.

Section 9.17 Waiver of Bond Requirement.

The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee post a bond or other surety with any court, agency or body whatsoever.

Section 9.18 Waiver of Inventory, Accounting and Appraisal Requirement.

The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory, accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever.

ARTICLE X

TERMINATION

Section 10.01 Termination upon Purchase or Liquidation of All Mortgage Loans.

Subject to Section 10.02, the respective obligations and responsibilities of the Depositor, the Master Servicer, the Securities Administrator and the Trustee created hereby (other than the obligation of the Securities Administrator to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Securities Administrator pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken by the Securities Administrator on the Final Distribution Date pursuant to this Article X following the earlier of (a) the purchase by the NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the majority Holder of the Class CE Certificates (or if (i) such Holder fails to purchase on the Optional Termination Date or (ii) such Holder is the Sponsor, or an affiliate of the Sponsor, the Master Servicer) of all of the Mortgage Loans and all related REO Property remaining in the Trust Estate at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than any Mortgage Loan as to which REO Property has been acquired and whose fair market value is included pursuant to clause (y) below), (y) the fair market value of such REO Property plus one month’s interest at the related Mortgage Interest Rate on the unpaid principal balance of each Mortgage Loan (including any Mortgage Loan as to which REO Property has been acquired) and (z) any Reimbursement Amount owed to the Trust pursuant to Section 2.02 related to a Mortgage Loan

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or (b) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Estate or the disposition of all REO Property.

No party may exercise its purchase option for the Mortgage Loans until all Reimbursement Amounts for such Mortgage Loans have been paid.  The Securities Administrator shall notify the Sponsor, upon notice of a party’s intent to exercise its purchase option of any related Reimbursement Amount outstanding.

Regardless of the foregoing, in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof.

The right of a party to exercise its purchase option with respect to the Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of all the Mortgage Loans being less than 10% of the aggregate unpaid principal balance of all the Mortgage Loans as of the Cut-off Date and (B) the purchase price calculated pursuant to clause (a) of the first paragraph of this Section 10.01 being less than or equal to the aggregate fair market value of the Mortgage Loans (other than any Mortgage Loan as to which REO Property has been acquired) and the REO Properties; provided, however, that this clause (B) shall not apply to any purchase by the Master Servicer if, at the time of the purchase, the Master Servicer is no longer subject to regulation by the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve or the OTS.  Fair market value for purposes of this paragraph and the first paragraph of this Section 10.01 will be determined by the Master Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to this Article X.  If such right is exercised, the Trustee (or Custodian on the Trustee’s behalf) shall, promptly following payment of the purchase price, release to the party exercising its purchase option or its designee the Mortgage Files pertaining to the Mortgage Loans being purchased.  The right, title and interest of the party exercising its purchase option with respect to the Mortgage Loans in and to such purchased Mortgage Loans and the related Mortgage Files shall be subject to the servicing rights of the Servicers pursuant to the related Servicing Agreements.

Notice of the exercise of any purchase option pursuant to this Section 10.01 and notice of any termination of the Trust specifying the Final Distribution Date upon which the applicable Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and for cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed not earlier than the 10th day and not later than the 15th day of the month next preceding the month of such final distribution specifying (1) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Securities Administrator therein designated, (2) the amount of any such final payment and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Securities Administrator therein specified.

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Upon the exercise of its purchase option, the applicable party shall remit to the Securities Administrator for deposit to the Certificate Account on or before the Final Distribution Date, in immediately available funds an amount equal to the amount necessary to make the amount, if any, on deposit in the Certificate Account on such Final Distribution Date or Distribution Date, as applicable, equal to the purchase price for the related assets of the Trust Estate computed as above provided together with a statement as to the amount to be distributed on each Class of Certificates pursuant to the next succeeding paragraph (net of the amount necessary to cover permitted withdrawals with respect to the Final Distribution Date from the Master Servicer Custodial Account pursuant to Section 3.11(a)(i), (ii), (iii), (iv), (v), (vii) and (x), which amount shall be provided by the Master Servicer to the Securities Administrator and remitted by the Securities Administrator to the Master Servicer for deposit to the Master Servicer Custodial Account).

Upon presentation and surrender of the Certificates, the Securities Administrator shall cause to be distributed to Certificateholders of each Class, in the order set forth in Section 5.02 hereof on the Final Distribution Date and in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, all cash on hand with respect to the related REMICs (other than the amounts retained to meet claims).  An amount shall be distributed in respect of interest and principal to the Uncertificated Lower-Tier Interests in the same manner as principal and interest are distributed to such Uncertificated Lower-Tier Interests as provided in Section 5.02.

Upon the exercise of any purchase option pursuant to this Section 10.01, the Trustee shall assign to the applicable party exercising its purchase option each of the applicable mortgage loan representations and warranties made pursuant to the applicable Servicing Agreement, underlying sale agreement and the Mortgage Loan Purchase Agreement, without recourse, representation or warranty.

If the Certificateholders do not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Securities Administrator shall on such date cause all related funds in the Certificate Account not distributed in final distribution to such Certificateholders to continue to be held by the Securities Administrator in an Eligible Account for the benefit of such Certificateholders and the Securities Administrator shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive a final distribution with respect thereto.  If within one (1) year after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Securities Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in such Eligible Account.

Section 10.02 Additional Termination Requirements.

(a) If a party exercises its purchase option as provided in Section 10.01, the related REMIC or REMICs shall be terminated in accordance with the following additional requirements, unless the Securities Administrator and the Trustee have received an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (x) result in the imposition of taxes on “prohibited transactions” or

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“prohibited contributions” in respect of any REMIC created hereunder as defined in the REMIC Provisions, or (y) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any related Certificates are outstanding:

(i) Within 90 days prior to the related Final Distribution Date set forth in the notice given by the Securities Administrator pursuant to Section 10.01, the Securities Administrator shall adopt plans of liquidation for each related REMIC created hereunder specifying the first day in the 90-day liquidation period and meeting the requirements of a “qualified liquidation” under Section 860F of the Code and any regulations thereunder.  The Securities Administrator shall attach such plans of liquidation to each related REMIC’s final tax return;

(ii) During such 90-day liquidation period, and at or prior to the time of making the final payment on the related Certificates, the Securities Administrator shall sell the related Mortgage Loans and REO Properties to the Master Servicer, the majority Holder of the Class CE Certificates or the NIMS Insurer, as the case may be, for cash;

(iii) On the date specified for final payment on the related Certificates, the Securities Administrator shall make final distributions of principal and interest on the related Certificates in accordance with Section 5.02 and shall distribute or credit, or cause to be distributed or credited, to holders of the Residual Certificates all cash on hand in the related REMICs after such final payment (other than cash retained to meet claims) in complete liquidation of the related REMICs; and

(iv) the Upper-Tier REMIC will be terminated on the same date that the Lower-Tier REMIC is terminated.

(b) By its acceptance of the Residual Certificate, the Holder thereof hereby agrees to take such other action in connection with such plan of complete liquidation as may be reasonably requested by the Depositor, the Trustee, the NIMS Insurer or the Securities Administrator and if such action is not requested, is deemed to adopt such a plan of complete liquidation when the related Mortgage Loans are purchased pursuant to Section 10.01.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment.

This Agreement may be amended from time to time by the Depositor, the Master Servicer, the Securities Administrator and the Trustee with the consent of the NIMS Insurer (only to the extent such amendment relates to the Certificates), without the consent of any of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct or supplement any provisions herein or therein which may be inconsistent with any other provisions of this Agreement, any amendment to this Agreement or the related Prospectus Supplement, (iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any REMIC created hereunder as a REMIC within the meaning of the Code

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and related regulations at all times that any related Certificates are outstanding or to avoid or minimize the risk of the imposition of any tax on any REMIC created hereunder that would be a claim against the Trust Estate, provided that (a) the Trustee and the Securities Administrator have received an Opinion of Counsel to the effect that such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action shall not, as evidenced by such Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder, (iv) to change the timing and/or nature of deposits into the Certificate Account provided that (a) such change shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder and (b) such change shall not adversely affect the then-current rating of the Certificates as evidenced by a letter from each Rating Agency rating such Certificates to such effect, (v) to provide for the rights of the NIMS Insurer and (vi) to make any other provisions with respect to matters or questions arising under this Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder, provided that the amendment shall not be deemed to adversely affect in any material respect the interests of the Certificateholders and no Opinion of Counsel to that effect shall be required if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates.  Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement pursuant to clause (i) through (vi) above unless it shall have first received an Opinion of Counsel to the effect that such amendment shall not cause the imposition of any United States federal income tax on any REMIC created hereunder or the Certificateholders or cause any REMIC created hereunder to fail to qualify as a REMIC within the meaning of the Code and related regulations at any time that any Certificates are outstanding.

This Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Securities Administrator and the Trustee, with the consent of the NIMS Insurer (if the NIMS Insurer is affected by such amendment) and the Holders of Certificates of each Class of Certificates which is affected by such amendment, evidencing, as to each such Class of Certificates, Percentage Interests aggregating not less than 66-2/3%, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of such Certificates; provided, however, that no such amendment shall (A) reduce in any manner the amount of, or delay the timing of, collections of payments on Mortgage Loans or distributions which are required to be made on any Certificate without the consent of the Holder of such Certificate or (B) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the Holders of all Certificates then outstanding.

Prior to the solicitation of consent of Certificateholders in connection with any such amendment, the party seeking such amendment shall furnish the Trustee, the NIMS Insurer and the Securities Administrator with an Opinion of Counsel stating that such amendment would not adversely affect the qualification of any REMIC created hereunder as a REMIC within the meaning of the Code and related regulations or result in the imposition of any tax on any REMIC created hereunder and notice of the conclusion expressed in such Opinion of Counsel shall be included with any such solicitation.

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Promptly after the execution of any such amendment or consent the Securities Administrator shall furnish written notification of the substance of or a copy of such amendment to each Certificateholder, the NIMS Insurer and to each Rating Agency.

It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Securities Administrator may prescribe.

Prior to the execution of any amendment to this Agreement, each of the Trustee and the Securities Administrator shall receive and be entitled to conclusively rely on any Opinion of Counsel (at the expense of the Person seeking such amendment) stating that such amendment is authorized and permitted by this Agreement.  The Trustee and the Securities Administrator may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s or the Securities Administrator’s own rights, duties or immunities under this Agreement.

Section 11.02 Recordation of Agreement; Counterparts.

This Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Securities Administrator at its expense at the direction of Holders of Certificates evidencing not less than 50% of all Voting Rights, but only upon delivery to the Securities Administrator at the expense of the requesting Certificateholders of an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of Certificateholders.

For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

Section 11.03 Limitation on Rights of Certificateholders.

The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

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No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Securities Administrator a written notice of default and of the continuance thereof, as provided herein, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of Certificates affected thereby shall have made written request upon the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Administrator, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders.  For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Section 11.04 Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

With respect to any claim arising out of this Agreement, each party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in The City of New York, and each party irrevocably waives any objection which it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such courts, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party, provided that service of process has been made by any lawful means.

Section 11.05 Notices.

All demands, notices, instructions, directions, requests and communications required or permitted to be delivered hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by certified mail, return receipt requested, (provided, however, that notices to the Securities Administrator may be delivered by facsimile and shall be

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deemed effective upon receipt) to (a) in the case of the Depositor, Banc of America Funding Corporation, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxx Xxxxx, with a copy to: Bank of America Legal Department, 000 Xxxxx Xxxxx Xxxxxx, 30th Floor, NC1-002-29-01, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Associate General Counsel, (b) in the case of the Master Servicer, LaSalle Bank National Association, 000 Xxxxx XxXxxxx Xxxxxx, Mailcode: IL4-135-15-11, Xxxxxxx, Xxxxxxxx 00000, Attention: LaSalle Global Trust Services – BAFC 2008-1, (c) in the case of the Securities Administrator, LaSalle Bank National Association, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention:  LaSalle Global Trust Services – BAFC 2008-1, (d) in the case of the Trustee, U.S. Bank National Association, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, Attention:  Corporate Trust Services, BAFC Series 0000-0, Xxxxxxxxx: Structured Finance Services, BAFC 2008-1, (e) in the case of S&P, Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:  Residential Mortgage Surveillance Group; and (f) in the case of Fitch, Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:  Residential Mortgage Surveillance Group, or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.  Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register.  Any notice to a Certificateholder so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

Section 11.06 Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

Section 11.07 Certificates Nonassessable and Fully Paid.

It is the intention of the Securities Administrator that Certificateholders shall not be personally liable for obligations of the Trust Estate, that the beneficial ownership interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust Estate or for any reason whatsoever, and that Certificates upon execution, authentication and delivery thereof by the Securities Administrator pursuant to Section 6.01 are and shall be deemed fully paid.

Section 11.08 Access to List of Certificateholders.

The Certificate Registrar will furnish or cause to be furnished to the Trustee and the Securities Administrator, within fifteen (15) days after the receipt of a request by the Trustee and/or the Securities Administrator in writing, a list, in such form as the Trustee and/or the Securities Administrator may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date for payment of distributions to Certificateholders.

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If three or more Certificateholders apply in writing to the Securities Administrator, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Securities Administrator shall, within five (5) Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Securities Administrator.  If such a list is as of a date more than 90 days prior to the date of receipt of such applicants’ request, the Securities Administrator shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt.

Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Securities Administrator that neither the Certificate Registrar nor the Securities Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

Section 11.09 Recharacterization.

The parties to this Agreement intend the conveyance by the Depositor to the Trustee of all of its right, title and interest in and to the Mortgage Loans and the related Mortgage Files, including all interest and principal received on or with respect to the Mortgage Loans (other than payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date) and the Depositor’s rights under the Mortgage Loan Purchase Agreement, including the rights of the Depositor as assignee of the Sponsor with respect to the Sponsor’s rights under the Servicing Agreements pursuant to this Agreement to constitute a purchase and sale and not a loan.  Notwithstanding the foregoing, to the extent that such conveyance is held not to constitute a sale under applicable law, it is intended that this Agreement shall constitute a security agreement under applicable law and that the Depositor shall be deemed to have granted to the Trustee a first priority security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans.

Section 11.10 Regulation AB Compliance; Intent of the Parties; Reasonableness.

The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to use its commercially reasonable efforts to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  In connection with the Trust, the Master Servicer, the Securities Administrator, the Trustee and the Custodian shall cooperate fully with the Depositor to deliver to the Depositor (including its assignees or designees), any and all statements, reports, certifications, records and any other information available to such party and reasonably necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Securities Administrator, the Trustee and the Custodian, as applicable, reasonably believed by the Depositor to be necessary in order to effect such compliance.

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Section 11.11 Third Party Beneficiary.

Nothing in this Agreement or in the Certificates, expressed or implied, shall give to any Person, other than the Certificateholders, the parties hereto and their successors hereunder and the NIMS Insurer, any benefit or any legal or equitable right, remedy or claim under this Agreement.

The NIMS Insurer shall be deemed a third-party beneficiary of this Agreement to the same extent as if it was a party hereto, and shall have the right to enforce the provisions of this Agreement directly against the parties to this Agreement.

Section 11.12 Insolvency.

The Master Servicer, Securities Administrator, Depositor and Trustee shall each notify the Depositor and the Securities Administrator of any of the events enumerated in Item 1.03 of Form 8-K with respect to such party upon the occurrence thereof and shall provide the Depositor and the Securities Administrator with all information required by the Depositor to comply with its reporting obligation under Item 1.03 of Form 8-K, any such notice and related information to be provided promptly (but in no event later than one (1) Business Day) after the occurrence of such event.

The Master Servicer shall notify the Depositor and the Securities Administrator of any of the events enumerated in Item 1.03 of Form 8-K with respect to any of the Servicers at least two (2) Business Days prior to the effective date thereof and shall provide the Depositor and the Securities Administrator with all information required by the Depositor to comply with its reporting obligation under Item 1.03 of Form 8-K not later than the effective date of any such event.

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IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Securities Administrator and the Trustee have caused this Agreement to be duly executed by their respective officers thereunto duly authorized to be hereunto affixed, all as of the day and year first above written.

BANC OF AMERICA FUNDING

CORPORATION, as Depositor

By:           /s/  Xxxxx Xxxxx                                                      

Name:                      Xxxxx Xxxxx

Title:                      Senior Vice President

LASALLE BANK NATIONAL ASSOCIATION,

as Master Servicer

By:           /s/ Xxxx Xxxxx                                                      

Name:      Xxxx Xxxxx

Title:        Vice President

LASALLE BANK NATIONAL ASSOCIATION,

as Securities Administrator

By:           /s/ Xxxx Xxxxx                                                      

Name:      Xxxx Xxxxx

Title:        Vice President

U.S. BANK NATIONAL ASSOCIATION, as

Trustee

By:           /s/ Xxxxxxx X. Xxxxx                                                                

Name:      Xxxxxxx X. Xxxxx

Title:        Vice President

[Signature Page to the BAFC 2008-1 Pooling and Servicing Agreement]

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STATE OF NORTH CAROLINA	)
	)      ss.:
COUNTY OF MECKLENBURG	)
	)

On the 29th day of May, 2008, before me, a notary public in and for the State of North Carolina, personally appeared Xxxxx Xxxxx, known to me who, being by me duly sworn, did depose and say that he is a Senior Vice President of Banc of America Funding Corporation, a Delaware corporation, one of the parties that executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of such corporation.

/s/ E. Xxxxx Xxxxxx

Notary Public

[Notarial Seal]

My commission expires October 4, 2010.

[Notary Page to the BAFC 2008-1 Pooling and Servicing Agreement]

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STATE OF ILLINOIS	)
	)      ss.:
COUNTY OF XXXX	)
	)

On the 30th day of May, 2008, before me, a notary public in and for the State of Illinois, personally appeared Xxxx Xxxxx, known to me who, being by me duly sworn, did depose and say that she is a Vice President of LaSalle Bank National Association, a national banking association, one of the parties that executed the foregoing instrument; and that she signed her name thereto by order of the Board of Directors of such association.

/s/ Xxxxxxxxx Xxxxxx

Notary Public

[Notarial Seal]

My commission expires February 13, 2012.

[Notary Page to the BAFC 2008-1 Pooling and Servicing Agreement]

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STATE OF ILLINOIS	)
	)      ss.:
COUNTY OF XXXX	)
	)

On the 30th day of May, 2008, before me, a notary public in and for the State of Illinois, personally appeared Xxxx Xxxxx, known to me who, being by me duly sworn, did depose and say that she is a Vice President of LaSalle Bank National Association, a national banking association, one of the parties that executed the foregoing instrument; and that she signed her name thereto by order of the Board of Directors of such association.

/s/ Xxxxxxxxx Xxxxxx

Notary Public

[Notarial Seal]

My commission expires February 13, 2012.

[Notary Page to the BAFC 2008-1 Pooling and Servicing Agreement]

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STATE OF ILLINOIS	)
	)      ss.:
COUNTY OF XXXX	)
	)

On the 30th day of May, 2008, before me, a notary public in and for the State of Illinois, personally appeared Xxxxxxx X. Xxxxx, known to me who, being by me duly sworn, did depose and say that she is a Vice President of U.S. Bank National Association, a national banking association, one of the parties that executed the foregoing instrument; and that she signed her name thereto by order of the Board of Directors of such association.

Xxxxx Xxxxxxxx                                                      

Notary Public

[Notarial Seal]

My commission expires November 6, 2010.

[Notary Page to the BAFC 2008-1 Pooling and Servicing Agreement]

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EXHIBIT A-AR

[FORM OF FACE OF CLASS A-R CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class A-R

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN MULTIPLE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

THIS CLASS A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT).

TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT.  ANY ATTEMPTED OR PURPORTED TRANSFER OF THIS CLASS A-R CERTIFICATE IN VIOLATION OF SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN THE PURPORTED TRANSFEREE.

A-AR-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class A-R

evidencing a 100% Percentage Interest in the distributions allocable to the Certificate of the above-referenced Class with respect to a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:
Cut-off Date:	May 1, 2008
First Distribution Date:	June 25, 2008
Initial Certificate Balance of this Certificate
(“Denomination”):	$100.00
Initial Class Certificate
Balance of this Class:	$100.00
CUSIP No.:	05955A AG 6
ISIN No.:	US05955AAG67

THIS CERTIFIES THAT __________ is the registered owner of 100% Percentage Interest evidenced by this Certificate in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this

A-AR-2

Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

Any distribution of the proceeds of any remaining assets of the applicable subaccounts of the Certificate Account will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office.

Each Person who has or who acquires this Class A-R Certificate shall be deemed by the acceptance or acquisition thereof to have agreed to be bound by the following provisions and the rights of each Person acquiring this Class A-R Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring this Class A-R Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee; (ii) no Person shall acquire an ownership interest in this Class A-R Certificate unless such ownership interest is a pro rata undivided interest; (iii) in connection with any proposed transfer of this Class A-R Certificate, the Securities Administrator shall require delivery to it, in form and substance satisfactory to it, of an affidavit in the form of Exhibit I to the Pooling and Servicing Agreement and a certificate substantially in the form set forth in Exhibit T to the Pooling and Servicing Agreement; (iv) notwithstanding the delivery of an affidavit by a proposed transferee under clause (iii) above, if a Responsible Officer of the Securities Administrator has actual knowledge that the proposed transferee is not a Permitted Transferee, no transfer of any Ownership Interest in this Class A-R Certificate to such proposed transferee shall be effected; (v) this Class A-R Certificate may not be purchased by or transferred to any Person that is not a U.S. Person, unless (A) such Person holds this Class A-R Certificate in connection with the conduct of a trade or business within the United States and furnishes the transferor and the Securities Administrator with an effective Internal Revenue Service Form W-8ECI (or any successor thereto) or (B) the transferee delivers to both the transferor and the Securities Administrator an Opinion of Counsel from a nationally-recognized tax counsel to the effect that such transfer is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of this Class A-R Certificate will not be disregarded for federal income tax purposes; (vi) any attempted or purported transfer of this Class A-R Certificate in violation of the provisions of such restrictions shall be absolutely null and void and shall vest no rights in the purported transferee; and (vii) if any Person other than a Permitted Transferee acquires the Class A-R Certificate in violation of such restrictions, then the Securities Administrator, based on information provided to the Securities Administrator by the Master Servicer, will provide to the Internal Revenue Service, and to the Persons specified in Section 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations.

This Class A-R Certificate may not be purchased by or transferred to any Plan (as defined in the Pooling and Servicing Agreement).

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-AR-3

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

A-AR-4

EXHIBIT A-A1

[FORM OF FACE OF CLASS A-1 CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class A-1

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW.

A-A1-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class A-1

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:
Cut-off Date:	May 1, 2008
First Distribution Date:	June 25, 2008
Initial Certificate Balance of this Certificate:	$
Initial Class Certificate Balance of this Class:	$190,472,000.00
CUSIP No.:	05955A AH 4
ISIN No.:	US05955AAH41

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

A-A1-2

Interest will accrue on this Certificate at a per annum rate as provided in the Pooling and Servicing Agreement.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

A-A1-3

EXHIBIT A-A2

[FORM OF FACE OF CLASS A-2 CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class A-2

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

AFTER THE AGGREGATE CLASS CERTIFICATE BALANCE OF THE MEZZANINE CERTIFICATES HAS BEEN REDUCED TO ZERO, AND THE OVERCOLLATERALIZATION AMOUNT IS ZERO, THE PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS A-1 CERTIFICATES WILL BE BORNE BY THE CLASS A-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN

A-A2-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class A-2

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                                     May 1, 2008

First Distribution Date:                                    June 25, 2008

Initial Certificate

Balance of this

Certificate

(“Denomination”):                                            $

Initial Class Certificate

Balance of this Class:                                      $37,984,000.00

CUSIP No.:                                                        05955A AJ 0

ISIN No.:                                                            US05955AAJ07

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer,

A-A2-2

the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

Interest will accrue on this Certificate at a per annum rate as provided in the Pooling and Servicing Agreement.

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect.

A-A2-3

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

A-A2-4

EXHIBIT B-M1

[FORM OF FACE OF CLASS M-1 CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-1

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

B-M1-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-1

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                                    May 1, 2008

First Distribution Date:                                  June 25, 2008

Initial Certificate

Balance of this

Certificate

(“Denomination”):                                          $

Initial Class Certificate

Balance of this Class:                                    $8,840,000.00

CUSIP No.:                                                      05955A AK 7

ISIN No.:                                                         US05955AAK79

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer,

B-M1-2

the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

Interest will accrue on this Certificate at a per annum rate as provided in the Pooling and Servicing Agreement.

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect.

B-M1-3

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

B-M1-4

EXHIBIT B-M2

[FORM OF FACE OF CLASS M-2 CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-2

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES AND THE CLASS M-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

B-M2-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-2

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                                 May 1, 2008

First Distribution Date:                               June 25, 2008

Initial Certificate

Balance of this

Certificate

(“Denomination”):                                       $

Initial Class Certificate

Balance of this Class:                                 $6,768,000.00

CUSIP No.:                                                   05955A AL 5

ISIN No.:                                                      US05955AAL52

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer,

B-M2-2

the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

Interest will accrue on this Certificate at a per annum rate as provided in the Pooling and Servicing Agreement.

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect.

B-M2-3

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

B-M2-4

EXHIBIT B-M3

[FORM OF FACE OF CLASS M-3 CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-3

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

B-M3-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-3

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                                 May 1, 2008

First Distribution Date:                               June 25, 2008

Initial Certificate

Balance of this

Certificate

(“Denomination”):                                       $

Initial Class Certificate

Balance of this Class:                                 $2,348,000.00

CUSIP No.:                                                   05955A AM 3

ISIN No.:                                                      US05955AAM36

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this

B-M3-2

Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

Interest will accrue on this Certificate at a per annum rate as provided in the Pooling and Servicing Agreement.

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

B-M3-3

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

B-M3-4

EXHIBIT B-M4

[FORM OF FACE OF CLASS M-4 CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-4

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

B-M4-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-4

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                                 May 1, 2008

First Distribution Date:                               June 25, 2008

Initial Certificate

Balance of this

Certificate

(“Denomination”):                                       $

Initial Class Certificate

Balance of this Class:                                 $3,453,000.00

CUSIP No.:                                                   05955A AN 1

ISIN No.:                                                      US05955AAN19

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this

B-M4-2

Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

Interest will accrue on this Certificate at a per annum rate as provided in the Pooling and Servicing Agreement.

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

B-M4-3

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

B-M4-4

EXHIBIT B-M5

[FORM OF FACE OF CLASS M-5 CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-5

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

B-M5-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-5

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                                 May 1, 2008

First Distribution Date:                               June 25, 2008

Initial Certificate

Balance of this

Certificate

(“Denomination”):                                       $

Initial Class Certificate

Balance of this Class:                                 $2,900,000.00

CUSIP No.:                                                   05955A AP 6

ISIN No.:                                                      US05955AAP66

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this

B-M5-2

Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

Interest will accrue on this Certificate at a per annum rate as provided in the Pooling and Servicing Agreement.

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

B-M5-3

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

B-M5-4

 EXHIBIT B-M6

[FORM OF FACE OF CLASS M-6 CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-6

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

B-M6-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-6

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                                 May 1, 2008

First Distribution Date:                               June 25, 2008

Initial Certificate

Balance of this

Certificate

(“Denomination”):                                       $

Initial Class Certificate

Balance of this Class:                                 $1,796,000.00

CUSIP No.:                                                   05955A AQ 4

ISIN No.:                                                      US05955AAQ40

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this

B-M6-2

Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

Interest will accrue on this Certificate at a per annum rate as provided in the Pooling and Servicing Agreement.

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

B-M6-3

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

B-M6-4

EXHIBIT B-M7

[FORM OF FACE OF CLASS M-7 CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-7

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

B-M7-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-7

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                                 May 1, 2008

First Distribution Date:                               June 25, 2008

Initial Certificate

Balance of this

Certificate

(“Denomination”):                                       $

Initial Class Certificate

Balance of this Class:                                 $1,381,000.00

CUSIP No.:                                                   05955A AB 7

ISIN No.:                                                      US05955AAB70

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this

B-M7-2

Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

Interest will accrue on this Certificate at a per annum rate as provided in the Pooling and Servicing Agreement.

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect.Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

B-M7-3

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

B-M7-4

EXHIBIT B-M8

[FORM OF FACE OF CLASS M-8 CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-8

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

B-M8-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-8

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                                 May 1, 2008

First Distribution Date:                               June 25, 2008

Initial Certificate

Balance of this

Certificate

(“Denomination”):                                       $

Initial Class Certificate

Balance of this Class:                                 $1,519,000.00

CUSIP No.:                                                   05955A AC 5

ISIN No.:                                                      US05955AAC53

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this

B-M8-2

Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

Interest will accrue on this Certificate at a per annum rate as provided in the Pooling and Servicing Agreement.

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

B-M8-3

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

B-M8-4

EXHIBIT B-M9

[FORM OF FACE OF CLASS M-9 CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-9

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT SET FORTH BELOW.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

B-M9-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class M-9

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                                 May 1, 2008

First Distribution Date:                               June 25, 2008

Initial Certificate

Balance of this

Certificate

(“Denomination”):                                       $

Initial Class Certificate

Balance of this Class:                                 $2,624,000.00

CUSIP No.:                                                   05955A AD 3

ISIN No.:                                                      US05955AAD37

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Principal in respect of this Certificate is distributable monthly as set forth in the Pooling and Servicing Agreement.  Accordingly, the Certificate Balance of this Certificate at any time may be less than the Certificate Balance as set forth herein.  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this

B-M9-2

Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

Interest will accrue on this Certificate at a per annum rate as provided in the Pooling and Servicing Agreement.

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

B-M9-3

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

B-M9-4

EXHIBIT B-CE

[FORM OF FACE OF CLASS CE CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class CE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

THE CLASS CE CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES AND THE MEZZANINE CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

B-CE-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class CE

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                      May 1, 2008

First Distribution Date:                    June 25, 2008

Percentage Interest:

CUSIP No.:                                        05955A AE 1

ISIN No.:                                           US05955AAE10

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

The Class CE Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Pooling and Servicing Agreement.

Further, no transfer of a Class CE Certificate shall be made to a Plan (as defined in the Pooling and Servicing Agreement), except as provided in Section 6.02 of the Pooling and Servicing Agreement.

This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

B-CE-2

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

B-CE-3

EXHIBIT B-P

[FORM OF FACE OF CLASS P CERTIFICATE]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class P

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND CERTAIN OTHER PROPERTY.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A PLAN (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 6.02 OF THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN.

B-P-1

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates, Series 2008-1

Class P

evidencing an interest in a Trust consisting primarily of a mortgage pool of fully-amortizing, negatively amortizing and balloon, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties deposited by

Banc of America Funding Corporation, as Depositor

Certificate No.:

Cut-off Date:                                      May 1, 2008

First Distribution Date:                    June 25, 2008

Initial Certificate

Balance of this

Certificate

(“Denomination”):                            $

Initial Class Certificate

Balance of this Class:                      $100.00

CUSIP No.:                                        05955A AF 8

ISIN No.:                                           US05955AAF84

THIS CERTIFIES THAT __________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Denomination of this Certificate by the Initial Class Certificate Balance of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Banc of America Funding Corporation (the “Depositor”).  The Trust was created pursuant to a Pooling and Servicing Agreement, dated May 30, 2008 (the “Pooling and Servicing Agreement”), among the Depositor, LaSalle Bank National Association, as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).  To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

The Class P Certificates are limited in right of payment to Prepayment Charges, Servicer Prepayment Charge Payment Amounts and Originator Prepayment Charge Payment Amounts

B-P-2

received on the Mortgage Loans and their Class Certificate Balance, as more specifically set forth in the Pooling and Servicing Agreement.

Further, no transfer of a Class P Certificate shall be made to a Plan (as defined in the Pooling and Servicing Agreement), except as provided in Section 6.02 of the Pooling and Servicing Agreement.

This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Securities Administrator or the Trustee or any of their respective affiliates.  Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

No transfer of a Certificate of this Class shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws.  In the event of any such transfer, (i) unless the transfer is made in reliance on Rule 144A under the 1933 Act, the Securities Administrator or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and such laws or is being made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not be an expense of the Securities Administrator or the Depositor and (ii) the Securities Administrator shall require a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-1 and a certificate from such Certificateholder’s prospective transferee substantially in the form attached to the Pooling and Servicing Agreement as Exhibit G-2, which certificates shall not be an expense of the Securities Administrator or the Depositor; provided that the foregoing requirements under clauses (i) and (ii) shall not apply to a transfer of a Private Certificate between or among the Depositor, the Sponsor, their affiliates or both. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of a Certificate of this Class shall be made unless the transferee delivers to the Securities Administrator either (i) a representation letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit H from the transferee of such Certificate, which representation letter shall not be at the expense of the Depositor, the Trustee, the Securities Administrator or the Master Servicer, or (ii) in the case of a Certificate of this Class presented for registration in the name of Plan (as defined in the Pooling and Servicing Agreement) an Opinion of Counsel in form and substance satisfactory to the Securities Administrator to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor, the Securities Administrator or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of counsel shall not be an expense of the Trust, the Securities Administrator, the Depositor, the Trustee or the Master Servicer.  Any purported transfer of a

B-P-3

Certificate of this Class to a Plan without delivery to the Securities Administrator of a properly completed representation letter or an Opinion of Counsel satisfactory to the Securities Administrator as described above shall be void and of no effect.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator.

*           *           *

B-P-4

EXHIBIT C

[FORM OF REVERSE OF ALL CERTIFICATES]

BANC OF AMERICA FUNDING CORPORATION

Mortgage Pass-Through Certificates

This Certificate is one of a duly authorized issue of Certificates designated as Banc of America Funding Corporation Mortgage Pass-Through Certificates, of the Series specified on the face hereof (collectively, the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Pooling and Servicing Agreement.

The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Securities Administrator is not liable to the Certificateholders for any amount payable under this Certificate or the Pooling and Servicing Agreement or, except as expressly provided in the Pooling and Servicing Agreement, subject to any liability under the Pooling and Servicing Agreement.

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to the Pooling and Servicing Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Securities Administrator.

Pursuant to the terms of the Pooling and Servicing Agreement, a distribution will be made on the 25th day of each calendar month (or, if such day is not a Business Day, the next Business Day) (each, a “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount required pursuant to the Pooling and Servicing Agreement.

On each Distribution Date, the Securities Administrator shall distribute out of the Certificate Account to each Certificateholder of record on the related Record Date (other than respecting the final distribution) (a) by check mailed to such Certificateholder entitled to receive a distribution on such Distribution Date at the address appearing in the Certificate Register, or (b) upon written request by the Holder of a Certificate (other than a Residual Certificate), by wire transfer or by such other means of payment as such Certificateholder and the Securities Administrator shall agree upon, such Certificateholder’s Percentage Interest in the amount to which the related Class of Certificates is entitled in accordance with the priorities set forth in Article V of the Pooling and Servicing Agreement.  The final distribution on each Certificate will be made in like manner, but only upon presentation and surrender of such Certificate to the Securities Administrator as contemplated by Section 10.01 of the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Securities Administrator and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator and

C-1

the Trustee with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided in the Pooling and Servicing Agreement.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Securities Administrator upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Securities Administrator accompanied by a written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.

The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Pooling and Servicing Agreement.

The Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator and the Trustee and any agent of the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Certificate Registrar, the Trustee, the Securities Administrator or any such agent shall be affected by any notice to the contrary.

On any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the aggregate unpaid principal balance of the Mortgage Loans as of the Cut-off Date, certain parties specified in the Pooling and Servicing Agreement have the option to purchase the Mortgage Loans and related REO Properties under the conditions set forth in Section 10.01 of the Pooling and Servicing Agreement.  In the event that no such terminations occur, the obligations and responsibilities created by the Pooling and Servicing Agreement will terminate upon the later of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Pooling and Servicing Agreement.  In no event shall the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date thereof.

Any term used herein that is defined in the Pooling and Servicing Agreement shall have the meaning assigned in the Pooling and Servicing Agreement, and nothing herein shall be deemed inconsistent with that meaning.

C-2

IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated:

LASALLE BANK NATIONAL ASSOCIATION,

as Securities Administrator

By

Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the Pooling and Servicing Agreement referenced herein.

LASALLE BANK NATIONAL ASSOCIATION,

as Securities Administrator

By

Authorized Signatory

C-3

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _________________________________________________________________ ____________________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________________

(Please print or typewrite name and address including postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.

I (We) further direct the Securities Administrator to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

Dated:

       Signature by or on behalf of assignor

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________ for the account of ___________________, account number _________________________, or, if mailed by check, to Applicable statements should be mailed to

This information is provided by  , the assignee named above, or, as its agent.

C-4

EXHIBIT D

MORTGAGE LOAN SCHEDULE

D-1-1

BAFC 2008-A Final Pool

LoanID				Balance				Original Balance				Gross Rate				Service Fee				Trustee Fee				LPMI
	1913621				350,889.25				324,000.00				7				0.375				0.0125				0
	1802932				535,241.94				480,000.00				8.125				0.375				0.0125				0
	1803097				668,730.91				602,000.00				7.875				0.375				0.0125				0
	1861468				242,483.94				236,000.00				7.625				0.375				0.0125				0
	1861733				425,198.43				408,000.00				6.25				0.375				0.0125				0
	3831790				622,644.89				622,700.00				6.5				0.25				0.0125				0
	4327976				467,588.88				717,500.00				5.625				0.25				0.0125				0
	4327982				600,000.00				600,000.00				5.5				0.25				0.0125				0
	5549654				206,504.79				208,000.00				5.625				0.25				0.0125				0
	5091720				368,686.08				370,000.00				5.625				0.25				0.0125				0
	5092122				49,724.07				207,200.00				5.625				0.25				0.0125				0
	5094483				54,982.70				55,000.00				6				0.25				0.0125				0
	5097733				403,992.21				404,000.00				6.25				0.25				0.0125				0
	5098261				425,109.13				870,000.00				6				0.25				0.0125				0
	5099317				314,079.79				314,250.00				6.5				0.25				0.0125				0
	4950690				607,500.00				607,500.00				5.875				0.25				0.0125				0
	4376027				83,382.93				84,000.00				6.875				0.25				0.0125				0
	4376099				337,414.12				337,500.00				6.875				0.25				0.0125				0
	5383784				315,821.48				343,094.00				4.25				0.25				0.0125				0
	5384032				347,565.00				420,000.00				6.25				0.25				0.0125				0
	5384202				551,391.39				558,500.00				6.25				0.25				0.0125				0
	5384439				630,000.00				630,000.00				6.25				0.25				0.0125				0
	5384508				586,393.74				594,000.00				6.625				0.25				0.0125				0
	2283582				379,262.37				380,000.00				5.375				0.375				0.0125				0
	5590550				608,000.00				608,600.00				6.125				0.25				0.0125				0
	5590551				412,142.64				412,250.00				6.25				0.25				0.0125				0
	5590553				325,000.00				325,000.00				7.625				0.25				0.0125				0
	5590554				1,124,751.99				1,124,000.00				6.625				0.25				0.0125				0
	5590556				1,048,240.75				1,050,000.00				6				0.25				0.0125				0
	5590557				301,000.00				301,000.00				6.875				0.25				0.0125				0
	5590559				995,000.00				1,000,000.00				5.625				0.25				0.0125				0
	5590560				255,298.40				260,000.00				6.875				0.25				0.0125				0
	5590561				215,307.00				215,307.00				6.625				0.25				0.0125				0
	5590562				324,774.58				325,000.00				6.5				0.25				0.0125				0
	5590285				1,044,000.00				1,044,000.00				6.375				0.25				0.0125				0
	5590563				75,001.00				75,001.00				6.5				0.25				0.0125				0
	5590564				419,200.00				419,200.00				6.5				0.25				0.0125				0
	5590565				714,000.00				714,000.00				6.75				0.25				0.0125				0
	5590566				423,200.00				423,200.00				7.125				0.25				0.0125				0
	5590567				783,200.00				783,200.00				6.25				0.25				0.0125				0
	5590568				421,504.29				422,500.00				5.75				0.25				0.0125				0
	5590271				269,600.00				269,600.00				6.75				0.25				0.0125				0
	5590570				1,162,400.00				1,162,400.00				6.125				0.25				0.0125				0
	5590571				480,000.00				480,000.00				6.5				0.25				0.0125				0
	5590572				848,356.95				900,000.00				5.5				0.25				0.0125				0
	5590573				600,000.00				600,000.00				6.375				0.25				0.0125				0
	5590575				153,298.00				153,298.00				6.625				0.25				0.0125				0
	5590576				918,816.00				920,000.00				5.875				0.25				0.0125				0
	5590577				355,199.90				355,200.00				6.375				0.25				0.0125				0
	5590578				1,755,000.00				1,755,000.00				6.875				0.25				0.0125				0
	5590580				487,000.00				487,000.00				6.625				0.25				0.0125				0
	5590581				749,600.00				749,600.00				6.5				0.25				0.0125				0
	5590582				161,600.00				161,600.00				6.5				0.25				0.0125				0
	5590583				841,750.00				841,750.00				5.75				0.25				0.0125				0
	5590584				1,255,535.34				1,275,000.00				6				0.25				0.0125				0
	5590585				503,000.00				503,000.00				6.875				0.25				0.0125				0
	5590272				591,491.72				592,000.00				6.125				0.25				0.0125				0
	5590586				392,000.00				392,000.00				6.625				0.25				0.0125				0
	5590588				1,240,000.00				1,240,000.00				6.125				0.25				0.0125				0
	5590589				572,000.00				572,000.00				6.625				0.25				0.0125				0
	5590591				720,000.00				720,800.00				6.5				0.25				0.0125				0
	5590593				660,000.00				660,000.00				5.5				0.25				0.0125				0
	5590811				1,000,000.00				1,000,000.00				6.25				0.25				0.0125				0
	5590286				156,000.00				156,000.00				6.125				0.25				0.0125				0
	5590594				447,986.63				448,000.00				5.875				0.25				0.0125				0
	5590595				900,000.00				900,000.00				5.5				0.25				0.0125				0
	5590597				997,439.20				999,000.00				6				0.25				0.0125				0
	5590599				1,100,000.00				1,100,000.00				5.875				0.25				0.0125				0
	5590600				201,526.71				204,092.00				5.875				0.25				0.0125				0
	5590601				728,000.00				728,000.00				6.5				0.25				0.0125				0
	5590602				207,000.00				207,000.00				6.625				0.25				0.0125				0
	5590603				324,000.00				324,000.00				6				0.25				0.0125				0
	5590604				529,749.44				529,750.00				5.375				0.25				0.0125				0
	5590605				540,000.00				540,000.00				6.25				0.25				0.0125				0
	5590606				279,907.50				280,000.00				6.625				0.25				0.0125				0
	5590607				957,950.19				960,000.00				6				0.25				0.0125				0
	5590812				850,000.00				850,000.00				6.375				0.25				0.0125				0
	5590609				410,250.33				415,000.00				6.375				0.25				0.0125				0
	5590610				446,292.11				452,000.00				5.875				0.25				0.0125				0
	5590611				469,269.50				472,000.00				6.25				0.25				0.0125				0
	5590612				379,100.00				379,200.00				5.75				0.25				0.0125				0
	5590613				1,337,600.00				1,337,600.00				6.125				0.25				0.0125				0
	5590614				640,469.00				640,469.00				6.5				0.25				0.0125				0
	5590274				45,000.00				60,000.00				6.875				0.25				0.0125				0
	5590615				284,000.00				284,000.00				6.25				0.25				0.0125				0
	5590616				1,063,888.46				1,064,000.00				6				0.25				0.0125				0
	5590617				270,720.00				270,720.00				5.25				0.25				0.0125				0
	5590618				104,925.00				104,925.00				6.625				0.25				0.0125				0
	5590813				456,720.00				456,720.00				6.875				0.25				0.0125				0
	5590619				299,925.68				300,760.00				6.5				0.25				0.0125				0
	5590620				600,000.00				600,000.00				6.5				0.25				0.0125				0
	5590621				434,529.87				440,000.00				6.375				0.25				0.0125				0
	5590622				470,000.00				470,000.00				6.875				0.25				0.0125				0
	5590623				500,000.00				500,000.00				7.25				0.25				0.0125				0
	5590624				241,300.00				241,300.00				6.5				0.25				0.0125				0
	5590625				413,000.00				413,000.00				5.875				0.25				0.0125				0
	5590626				292,800.00				292,800.00				6.75				0.25				0.0125				0
	5590628				423,000.00				423,000.00				5.875				0.25				0.0125				0
	5590630				616,000.00				616,000.00				6.25				0.25				0.0125				0
	5590631				491,124.70				498,000.00				5.5				0.25				0.0125				0
	5590633				547,000.00				547,000.00				6.625				0.25				0.0125				0
	5590634				207,122.15				210,000.00				6.25				0.25				0.0125				0
	5590635				420,000.00				420,000.00				6.5				0.25				0.0125				0
	5590636				439,635.27				440,000.00				6.375				0.25				0.0125				0
	5590637				494,517.03				495,000.00				6.625				0.25				0.0125				0
	5590814				473,624.83				475,000.00				6.625				0.25				0.0125				0
	5590639				598,226.95				598,360.00				6.125				0.25				0.0125				0
	5590640				525,000.00				525,000.00				5.75				0.25				0.0125				0
	5590815				282,109.60				282,400.00				6.875				0.25				0.0125				0
	5590641				500,000.00				500,000.00				6.75				0.25				0.0125				0
	5590642				387,950.50				387,951.00				6.25				0.25				0.0125				0
	5590643				344,948.38				417,000.00				6.375				0.25				0.0125				0
	5590644				288,493.42				288,600.00				6.75				0.25				0.0125				0
	5590646				610,500.00				612,000.00				5.625				0.25				0.0125				0
	5590647				193,600.00				193,600.00				6.625				0.25				0.0125				0
	5590648				470,683.98				471,200.00				6.375				0.25				0.0125				0
	5590649				782,000.00				782,000.00				6.125				0.25				0.0125				0
	5590650				572,000.00				572,000.00				6.625				0.25				0.0125				0
	5590651				535,200.00				535,200.00				5.75				0.25				0.0125				0
	5590652				619,999.70				620,000.00				6.25				0.25				0.0125				0
	5590653				550,800.00				550,800.00				5.5				0.25				0.0125				0
	5590654				850,000.00				850,000.00				6				0.25				0.0125				0
	5590655				499,918.90				500,000.00				6				0.25				0.0125				0
	5590656				644,988.95				645,000.00				5.875				0.25				0.0125				0
	5590658				202,300.00				202,300.00				6.875				0.25				0.0125				0
	5590660				496,520.25				496,647.00				6.125				0.25				0.0125				0
	5590288				412,000.00				412,000.00				6.5				0.25				0.0125				0
	5590289				417,382.35				420,000.00				6.875				0.25				0.0125				0
	5590662				216,222.82				216,500.00				6.5				0.25				0.0125				0
	5590816				152,343.03				152,400.00				7.125				0.25				0.0125				0
	5590663				296,000.00				296,000.00				6.125				0.25				0.0125				0
	5590664				512,000.00				512,000.00				6.5				0.25				0.0125				0
	5590665				982,846.46				994,500.00				6.25				0.25				0.0125				0
	5590666				293,471.00				293,471.00				6				0.25				0.0125				0
	5590667				580,000.00				580,000.00				6.75				0.25				0.0125				0
	5590669				215,000.00				215,000.00				7.25				0.25				0.0125				0.39
	5590276				215,000.00				215,000.00				6				0.25				0.0125				0
	5590670				620,000.00				620,000.00				6.25				0.25				0.0125				0
	5590671				352,800.00				352,800.00				6.625				0.25				0.0125				0
	5590672				395,500.00				395,500.00				5.75				0.25				0.0125				0
	5590673				228,800.00				228,800.00				6.25				0.25				0.0125				0
	5590674				289,600.00				289,600.00				6.625				0.25				0.0125				0
	5590675				543,920.00				543,920.00				6.375				0.25				0.0125				0
	5590676				267,597.04				268,000.00				6.75				0.25				0.0125				0
	5590677				480,000.00				480,000.00				5.5				0.25				0.0125				0
	5590679				469,890.00				469,890.00				5.875				0.25				0.0125				0
	5590680				600,000.00				600,000.00				5.75				0.25				0.0125				0
	5590681				158,400.00				159,200.00				6.875				0.25				0.0125				0
	5590682				107,460.00				107,460.00				6.875				0.25				0.0125				0
	5590683				947,925.03				948,000.00				6				0.25				0.0125				0
	5590817				278,800.00				278,800.00				6.625				0.25				0.0125				0
	5590685				493,000.00				493,000.00				6.75				0.25				0.0125				0
	5590686				222,650.00				222,650.00				6.75				0.25				0.0125				0
	5590687				312,000.00				312,000.00				5.75				0.25				0.0125				0
	5590688				581,533.73				584,000.00				6.125				0.25				0.0125				0
	5590818				499,855.54				500,000.00				6.875				0.25				0.0125				0
	5590689				331,978.95				332,000.00				6.375				0.25				0.0125				0
	5590691				451,854.47				452,000.00				6.875				0.25				0.0125				0
	5590692				204,250.00				204,250.00				6.875				0.25				0.0125				0
	5590819				427,036.48				431,900.00				6.875				0.25				0.0125				0
	5590693				672,000.00				672,000.00				6				0.25				0.0125				0
	5590277				201,400.00				201,400.00				7.125				0.25				0.0125				0
	5590694				254,364.50				254,400.00				6.875				0.25				0.0125				0
	5590278				338,000.00				338,000.00				6.625				0.25				0.0125				0
	5590695				431,466.05				431,910.00				6.125				0.25				0.0125				0
	5590696				400,000.00				400,000.00				6.5				0.25				0.0125				0
	5590698				182,342.85				184,664.00				5.875				0.25				0.0125				0
	5590699				181,800.00				181,800.00				6				0.25				0.0125				0
	5590701				476,000.00				476,000.00				6.75				0.25				0.0125				0
	5590702				295,040.00				295,040.00				6.125				0.25				0.0125				0
	5590704				730,986.51				732,000.00				6.625				0.25				0.0125				0
	5590706				302,250.00				302,250.00				6.125				0.25				0.0125				0
	5590707				254,193.30				255,200.00				6.75				0.25				0.0125				0
	5590708				518,340.11				520,000.00				6.25				0.25				0.0125				0
	5590820				191,199.15				191,200.00				6.25				0.25				0.0125				0
	5590709				843,173.04				846,000.00				6				0.25				0.0125				0
	5590710				590,500.00				591,200.00				6.75				0.25				0.0125				0
	5590711				288,000.00				288,000.00				6.75				0.25				0.0125				0
	5590713				294,700.00				294,700.00				7				0.25				0.0125				0
	5590714				423,818.16				424,000.00				6.125				0.25				0.0125				0
	5590716				1,000,000.00				1,000,000.00				5.375				0.25				0.0125				0
	5590717				270,713.04				274,000.00				6.125				0.25				0.0125				0
	5590718				418,944.40				420,000.00				5.875				0.25				0.0125				0
	5590719				344,000.00				344,000.00				6.625				0.25				0.0125				0
	5590721				546,400.00				546,400.00				6.625				0.25				0.0125				0
	5590722				516,000.00				516,000.00				6.375				0.25				0.0125				0
	5590723				616,000.00				616,000.00				7				0.25				0.0125				0
	5590724				630,000.00				630,000.00				6.625				0.25				0.0125				0
	5590725				279,114.83				280,769.00				6.75				0.25				0.0125				0
	5590726				1,282,000.00				1,340,000.00				6.5				0.25				0.0125				0
	5590727				313,500.00				313,500.00				5.75				0.25				0.0125				0
	5590728				535,326.65				535,500.00				5.75				0.25				0.0125				0
	5590729				416,000.00				416,000.00				5.875				0.25				0.0125				0
	5590730				703,999.00				703,999.00				5.625				0.25				0.0125				0
	5590731				207,999.04				208,000.00				6.25				0.25				0.0125				0
	5590733				400,000.00				400,000.00				6.375				0.25				0.0125				0
	5590734				296,000.00				296,000.00				6.75				0.25				0.0125				0
	5590735				1,750,000.00				1,750,000.00				6.25				0.25				0.0125				0
	5590736				522,400.00				522,400.00				6.125				0.25				0.0125				0
	5590737				662,158.34				671,200.00				5.5				0.25				0.0125				0
	5590280				727,500.00				727,500.00				6.5				0.25				0.0125				0
	5590738				86,980.00				87,000.00				6.375				0.25				0.0125				0
	5590823				122,870.76				124,000.00				6.375				0.25				0.0125				0
	5590739				428,000.00				428,000.00				6.375				0.25				0.0125				0
	5590740				220,000.00				220,000.00				6.5				0.25				0.0125				0
	5590741				759,195.00				759,200.00				6.625				0.25				0.0125				0
	5590743				468,000.00				468,000.00				6.125				0.25				0.0125				0
	5590744				424,000.00				424,000.00				5.75				0.25				0.0125				0
	5590745				311,065.79				311,250.00				6.75				0.25				0.0125				0
	5590281				460,274.00				460,274.00				6.75				0.25				0.0125				0
	5590747				203,963.50				212,700.00				6				0.25				0.0125				0
	5590282				379,999.92				380,000.00				6.5				0.25				0.0125				0
	5590748				595,000.00				595,000.00				6.375				0.25				0.0125				0
	5590749				188,000.00				188,000.00				7.25				0.25				0.0125				0
	5590750				533,850.00				533,850.00				6.75				0.25				0.0125				0
	5590751				209,000.00				209,000.00				6.25				0.25				0.0125				0
	5590752				209,939.77				210,000.00				6.625				0.25				0.0125				0
	5590753				600,000.00				600,000.00				7				0.25				0.0125				0
	5590757				243,640.78				247,000.00				6.625				0.25				0.0125				0
	5590824				290,000.00				290,000.00				5.875				0.25				0.0125				0
	5590758				432,000.00				432,000.00				6.125				0.25				0.0125				0
	5590759				332,489.94				332,500.00				6.25				0.25				0.0125				0
	5590761				422,000.00				422,000.00				6.625				0.25				0.0125				0
	5590762				528,575.79				536,000.00				6.5				0.25				0.0125				0
	5590763				560,000.00				560,000.00				6.75				0.25				0.0125				0
	5590765				179,999.23				180,000.00				6.5				0.25				0.0125				0
	5590767				345,000.00				345,000.00				6.375				0.25				0.0125				0
	5590768				471,200.00				471,200.00				6.375				0.25				0.0125				0
	5590769				231,170.87				231,200.00				6.25				0.25				0.0125				0
	5590283				298,727.10				300,000.00				6.75				0.25				0.0125				0
	5590770				119,990.79				120,320.00				6				0.25				0.0125				0
	5590771				496,000.00				496,000.00				6.25				0.25				0.0125				0
	5590825				487,633.34				497,000.00				6.25				0.25				0.0125				0
	5590772				289,600.00				289,600.00				6.875				0.25				0.0125				0
	5590773				373,152.71				374,759.00				6.5				0.25				0.0125				0
	5590774				285,600.00				285,600.00				6.5				0.25				0.0125				0
	5590775				423,546.46				428,000.00				6.875				0.25				0.0125				0
	5590776				291,997.87				292,000.00				5.875				0.25				0.0125				0
	5590777				231,159.86				231,200.00				6.25				0.25				0.0125				0
	5590778				488,000.00				488,000.00				6.5				0.25				0.0125				0
	5590780				257,966.28				261,250.00				5.875				0.25				0.0125				0
	5590781				203,199.12				203,200.00				6.875				0.25				0.0125				0
	5590826				189,623.86				190,400.00				6.5				0.25				0.0125				0
	5590782				232,000.00				232,000.00				6.625				0.25				0.0125				0
	5590783				301,999.80				302,000.00				6.125				0.25				0.0125				0
	5590784				123,000.00				123,000.00				5.875				0.25				0.0125				0
	5590785				923,520.00				923,520.00				6				0.25				0.0125				0
	5590786				210,360.00				210,360.00				6.625				0.25				0.0125				0
	5590827				254,446.05				254,453.00				6.375				0.25				0.0125				0
	5590828				197,600.00				197,600.00				6.625				0.25				0.0125				0
	5590829				452,000.00				452,000.00				6.5				0.25				0.0125				0
	5590788				417,000.00				417,000.00				5.875				0.25				0.0125				0
	5590789				287,200.00				287,200.00				6				0.25				0.0125				0
	5590790				241,498.13				241,500.00				6.5				0.25				0.0125				0
	5590791				432,000.00				432,000.00				6.875				0.25				0.0125				0
	5590792				507,858.81				508,000.00				6.625				0.25				0.0125				0
	5590794				472,000.00				472,000.00				5.875				0.25				0.0125				0
	5590795				276,000.00				276,000.00				6				0.25				0.0125				0
	5590796				324,000.00				324,000.00				7				0.25				0.0125				0
	5590798				486,000.00				488,000.00				6.5				0.25				0.0125				0
	5590799				155,359.80				155,360.00				5.875				0.25				0.0125				0
	5590800				300,000.00				300,000.00				6.5				0.25				0.0125				0
	5590801				644,000.00				644,000.00				6.75				0.25				0.0125				0
	5590830				608,000.00				608,000.00				5.875				0.25				0.0125				0
	5590802				190,400.00				190,400.00				6.5				0.25				0.0125				0
	5590831				194,400.00				194,400.00				6.625				0.25				0.0125				0
	5590284				184,000.00				184,000.00				6.75				0.25				0.0125				0
	5590804				243,114.51				244,000.00				5.125				0.25				0.0125				0
	5590833				2,561,050.93				2,590,000.00				6.5				0.25				0.0125				0
	5590805				288,400.00				288,400.00				6.5				0.25				0.0125				0
	5590806				223,900.00				223,900.00				5.125				0.25				0.0125				0
	5590807				332,800.00				332,800.00				5.375				0.25				0.0125				0
	5590808				372,000.00				372,000.00				6.625				0.25				0.0125				0
	5585294				540,000.00				540,000.00				6.375				0.25				0.0125				0
	5655775				655,080.00				655,080.00				6.75				0.25				0.0125				0
	5655777				195,353.99				196,000.00				8.25				0.25				0.0125				0
	5655786				20,000.00				20,000.00				7.5				0.25				0.0125				0
	5655789				600,000.00				600,000.00				5.875				0.25				0.0125				0
	5655790				265,000.00				265,000.00				6.875				0.25				0.0125				0
	5655796				608,000.00				608,000.00				6.5				0.25				0.0125				0
	5656048				602,033.69				602,068.00				6.5				0.25				0.0125				0
	5595749				200,350.53				200,352.00				6.875				0.25				0.0125				0
	5595762				352,000.00				352,000.00				6.5				0.25				0.0125				0
	5584881				512,000.00				512,000.00				6.25				0.25				0.0125				0
	5789744				240,027.04				232,500.00				7.625				0.375				0.0125				0
	5789746				202,743.82				200,772.00				6.75				0.375				0.0125				0
	5789748				385,719.31				380,000.00				7.25				0.375				0.0125				0
	5789749				633,958.85				615,000.00				6.625				0.375				0.0125				0
	5789751				181,201.69				176,000.00				7				0.375				0.0125				0
	5789752				302,372.42				293,800.00				7.75				0.375				0.0125				0
	5789753				110,130.97				107,910.00				6.875				0.375				0.0125				0
	5789754				575,082.99				560,000.00				6.625				0.375				0.0125				0
	5789755				453,712.58				444,000.00				7				0.375				0.0125				0
	5789756				266,194.73				260,000.00				7.25				0.375				0.0125				0
	5789761				314,944.52				302,400.00				6.75				0.375				0.0125				0
	5789763				259,600.31				252,000.00				7.25				0.375				0.0125				0
	5789764				123,012.20				120,000.00				7.625				0.375				0.0125				0
	5789766				520,834.09				508,000.00				6.75				0.375				0.0125				0
	5789767				426,316.87				416,000.00				7.625				0.375				0.0125				0
	5789769				628,700.05				612,000.00				6.625				0.375				0.0125				0
	5789771				392,967.90				392,792.00				6.625				0.375				0.0125				0
	5789773				387,000.04				376,200.00				7.25				0.375				0.0125				0
	5789775				225,708.19				218,000.00				7.625				0.375				0.0125				0
	5789777				146,167.16				141,400.00				7.25				0.375				0.0125				0
	5789778				347,100.14				336,000.00				7				0.375				0.0125				0
	5789780				450,421.02				438,000.00				6.875				0.375				0.0125				0
	5789781				251,817.95				244,577.00				7.125				0.375				0.0125				0
	5789782				407,575.15				399,000.00				7.25				0.375				0.0125				0
	5789783				225,508.23				219,580.00				7.125				0.375				0.0125				0
	5789785				298,714.47				292,500.00				6.875				0.375				0.0125				0
	5789788				123,012.20				120,000.00				7.625				0.375				0.0125				0
	5789789				454,061.14				442,000.00				6.625				0.375				0.0125				0
	5789793				223,872.15				218,000.00				7.25				0.375				0.0125				0
	5789795				291,980.64				283,500.00				7.25				0.375				0.0125				0
	5789797				267,519.15				260,000.00				7.625				0.375				0.0125				0
	5789799				362,529.81				352,900.00				6.625				0.375				0.0125				0
	5789800				94,309.31				92,000.00				7.625				0.375				0.0125				0
	5911639				971,508.63				978,000.00				7				0.25				0.0125				0
	5911641				750,000.00				750,000.00				6.25				0.25				0.0125				0
	5911642				971,216.03				971,250.00				6.75				0.25				0.0125				0
	5911643				2,559,213.33				2,560,000.00				7.375				0.25				0.0125				0
	5911644				491,165.01				494,400.00				6.375				0.25				0.0125				0
	5911645				460,000.00				460,000.00				6.75				0.25				0.0125				0
	5911646				565,825.54				566,000.00				7.375				0.25				0.0125				0
	5911647				127,971.08				128,000.00				7.75				0.25				0.0125				0
	5911648				919,787.90				928,500.00				5.875				0.25				0.0125				0
	5911649				459,891.67				460,000.00				6.5				0.25				0.0125				0
	5911650				1,841,633.69				1,850,000.00				6.875				0.25				0.0125				0
	5911651				770,000.00				770,000.00				6.5				0.25				0.0125				0
	5911652				448,000.00				448,000.00				6.5				0.25				0.0125				0
	5911653				518,198.96				520,000.00				6.25				0.25				0.0125				0
	5911654				1,488,799.36				1,500,000.00				7.375				0.25				0.0125				0
	5911656				1,492,992.99				1,500,000.00				6.75				0.25				0.0125				0
	5911659				1,206,000.00				1,206,000.00				6.75				0.25				0.0125				0
	5911660				612,000.00				612,000.00				7.125				0.25				0.0125				0
	5911662				910,000.00				910,000.00				7				0.25				0.0125				0
	5911663				561,000.00				561,000.00				6.375				0.25				0.0125				0
	6023807				207,324.00				208,800.00				5.5				0.25				0.0125				0
	5223312				999,999.00				999,999.00				6.125				0.25				0.0125				0
	5223314				271,000.00				271,000.00				6.875				0.25				0.0125				0
	5223317				261,988.02				262,000.00				5.875				0.25				0.0125				0
	5223318				154,839.54				155,200.00				6.625				0.25				0.0125				0
	5223320				71,274.38				72,000.00				7.5				0.25				0.0125				0
	5223321				1,097,908.44				1,098,000.00				6.25				0.25				0.0125				0
	5223323				532,800.00				532,800.00				6.75				0.25				0.0125				0
	5223325				149,948.75				150,000.00				6.25				0.25				0.0125				0
	5223327				468,750.00				468,750.00				6				0.25				0.0125				0
	5223332				89,278.92				89,600.00				6.5				0.25				0.0125				0
	5223333				280,000.00				280,000.00				6.875				0.25				0.0125				0
	5223348				188,000.00				188,000.00				6.375				0.25				0.0125				0
	5223350				511,999.33				512,000.00				6.25				0.25				0.0125				0
	5223353				357,124.81				357,143.00				7				0.25				0.0125				1.1
	5223354				208,000.00				208,000.00				6.25				0.25				0.0125				0
	5223356				480,000.00				480,000.00				6.125				0.25				0.0125				0
	5223358				183,376.54				185,500.00				7.375				0.25				0.0125				0
	5223362				288,348.61				292,000.00				6.75				0.25				0.0125				0
	5223365				237,540.32				237,600.00				6.5				0.25				0.0125				0
	5223367				450,000.00				450,000.00				6.25				0.25				0.0125				0
	5223371				404,710.45				404,961.00				6.375				0.25				0.0125				0
	5223372				256,000.00				256,000.00				6.375				0.25				0.0125				0
	5223374				350,000.00				350,000.00				6.75				0.25				0.0125				0
	5223382				168,000.00				168,000.00				6.25				0.25				0.0125				0
	5223384				660,659.91				664,000.00				6.125				0.25				0.0125				0
	5223388				290,269.74				290,500.00				6.75				0.25				0.0125				0
	5223396				520,000.00				520,000.00				7				0.25				0.0125				0
	5223408				240,000.00				240,000.00				6.25				0.25				0.0125				0
	5223416				124,604.04				126,000.00				7.75				0.25				0.0125				0
	5223422				130,800.00				130,800.00				8.375				0.25				0.0125				0
	5223425				611,954.84				612,000.00				6.5				0.25				0.0125				0
	5223428				272,000.00				272,000.00				7.75				0.25				0.0125				0
	5223429				147,063.75				148,800.00				7.5				0.25				0.0125				0
	5223431				342,000.00				342,000.00				6.5				0.25				0.0125				0
	5223432				295,642.24				296,000.00				7.5				0.25				0.0125				0
	5223440				840,000.00				840,000.00				6.5				0.25				0.0125				0
	5595747				276,182.21				281,252.00				5.25				0.25				0.0125				0
	5595753				87,300.00				87,300.00				6.625				0.25				0.0125				0
	5595756				178,319.99				178,320.00				5.875				0.25				0.0125				0
	5595759				174,273.34				175,200.00				7				0.25				0.0125				0
	5595760				181,958.53				182,000.00				6.5				0.25				0.0125				0
	5595763				154,642.71				156,800.00				6.625				0.25				0.0125				0
	5595766				274,800.00				274,800.00				6				0.25				0.0125				0
	5595768				174,697.97				174,698.00				5.75				0.375				0.0125				0
	5595770				668,000.00				668,000.00				6				0.25				0.0125				0
	5595773				153,332.61				154,200.00				5.75				0.25				0.0125				0
	5595774				213,182.38				213,750.00				6.875				0.25				0.0125				0
	5595782				275,000.00				275,000.00				6.125				0.25				0.0125				0
	5595783				252,000.00				252,000.00				5.875				0.25				0.0125				0
	5595788				358,462.71				364,800.00				6.125				0.375				0.0125				0
	5595789				223,336.50				227,200.00				7				0.375				0.0125				0
	5595791				251,250.00				251,250.00				5.25				0.25				0.0125				0
	5223399				127,244.61				128,535.00				8.25				0.25				0.0125				0
	5223351				211,515.00				216,000.00				8.25				0.375				0.0125				2
	5223386				236,998.85				240,000.00				6.75				0.25				0.0125				0
	3768710				103,200.00				103,200.00				6.625				0.25				0.0125				0
	4765653				526,308.17				530,000.00				7.125				0.25				0.0125				0
	4765676				992,749.52				999,476.00				7.25				0.25				0.0125				0
	4330645				410,686.40				504,000.00				5.625				0.2				0.0125				0
	4331188				568,993.78				680,000.00				5.375				0.2				0.0125				0
	4806129				178,692.87				181,500.00				6				0.25				0.0125				0
	4805984				141,936.11				142,000.00				6.75				0.25				0.0125				0
	4804992				298,000.00				298,000.00				6.75				0.25				0.0125				0
	4805770				718,550.00				720,000.00				7.25				0.25				0.0125				0
	4805401				214,659.68				214,800.00				7.25				0.25				0.0125				0
	4805533				181,642.85				184,000.00				7				0.25				0.0125				0
	4960228				227,173.68				230,460.00				7.125				0.25				0.0125				0
	4960115				149,072.70				151,150.00				6.25				0.25				0.0125				0
	5106298				244,000.00				244,000.00				6.5				0.25				0.0125				0
	5049047				162,510.20				165,000.00				6.375				0.25				0.0125				0
	5049153				227,940.62				228,000.00				6.25				0.25				0.0125				0
	5049095				185,897.33				186,000.00				6.625				0.25				0.0125				0
	5112417				417,000.00				417,000.00				7.5				0.25				0.0125				0
	5112064				356,007.95				360,000.00				7.375				0.25				0.0125				0
	5112500				171,328.70				174,000.00				6.625				0.25				0.0125				0
	5111998				132,575.90				135,000.00				6.25				0.25				0.0125				0
	5531186				703,456.78				712,000.00				6.125				0.25				0.0125				0
	5577107				628,690.09				636,000.00				5.875				0.25				0.0125				0
	5577365				550,996.02				560,000.00				6.25				0.25				0.0125				0
	5531157				492,495.20				500,000.00				6.5				0.25				0.0125				0
	5577411				498,539.45				505,600.00				6.375				0.25				0.0125				0
	5531107				516,915.47				524,000.00				6.5				0.25				0.0125				0
	5577521				554,412.55				560,000.00				6.625				0.25				0.0125				0
	5577522				601,638.39				608,000.00				6.375				0.25				0.0125				0
	5577523				502,557.54				508,000.00				6.25				0.25				0.0125				0
	5361751				193,438.91				193,500.00				6.25				0.25				0.0125				0
	5419737				148,178.75				150,000.00				6.5				0.25				0.0125				0
	5361725				148,750.00				148,750.00				7.375				0.25				0.0125				0
	5361580				284,930.67				288,000.00				6.75				0.25				0.0125				0
	5362091				769,751.12				770,000.00				6.5				0.25				0.0125				0
	5362036				108,775.41				109,800.00				7.875				0.25				0.0125				0
	5361943				330,914.32				331,000.00				6.125				0.25				0.0125				0
	5419754				175,158.32				177,000.00				6.875				0.25				0.0125				0
	5419756				131,712.78				133,000.00				7.25				0.25				0.0125				0
	5361470				259,200.00				259,200.00				6.75				0.25				0.0125				0
	5362207				69,877.04				70,400.00				9				0.25				0.0125				0
	5362306				140,050.00				140,050.00				7.875				0.25				0.0125				0
	5419768				291,702.72				295,000.00				6.5				0.25				0.0125				0
	5362075				140,889.09				142,500.00				6.875				0.25				0.0125				0
	5361628				176,774.64				179,000.00				6.375				0.25				0.0125				0
	5419778				141,818.54				143,500.00				6.25				0.25				0.0125				0
	5419779				280,499.93				280,500.00				7.875				0.25				0.0125				0
	5362220				144,299.99				144,300.00				6.5				0.25				0.0125				0
	5361623				290,000.00				290,000.00				6.5				0.25				0.0125				0
	5419793				327,025.84				330,300.00				7.25				0.25				0.0125				0
	5361598				271,089.06				280,000.00				6.625				0.25				0.0125				0
	5361585				222,136.30				225,000.00				6.25				0.25				0.0125				0
	5361621				286,271.89				290,000.00				6.25				0.25				0.0125				0
	5362117				172,500.00				172,500.00				6.625				0.25				0.0125				0
	5419823				457,184.64				463,000.00				6.375				0.25				0.0125				0
	5419837				446,000.00				446,000.00				6.375				0.25				0.0125				0
	5361986				139,997.00				140,000.00				6.875				0.25				0.0125				0
	5361492				76,800.00				76,800.00				6.875				0.25				0.0125				0
	5361707				157,398.94				165,000.00				6				0.25				0.0125				0
	5419853				374,000.00				374,000.00				6.875				0.25				0.0125				0
	5362277				180,724.98				183,000.00				6.375				0.25				0.0125				0
	5361827				118,577.17				120,000.00				6.625				0.25				0.0125				0
	5361739				113,464.79				116,000.00				6.25				0.25				0.0125				0
	5361591				354,000.00				354,000.00				6.25				0.25				0.0125				0
	5362222				437,000.00				437,000.00				6.5				0.25				0.0125				0
	5361483				417,000.00				417,000.00				6.75				0.25				0.0125				0
	5362056				215,140.00				217,600.00				6.875				0.25				0.0125				0
	5361874				259,992.45				260,000.00				6.5				0.25				0.0125				0
	5419892				217,541.00				220,000.00				6.5				0.25				0.0125				0
	5419896				55,718.72				56,250.00				7.375				0.25				0.0125				0
	5419907				201,463.95				204,000.00				6.375				0.25				0.0125				0
	5361771				95,968.17				100,000.00				6.625				0.25				0.0125				0
	5419911				105,000.00				105,000.00				6.5				0.25				0.0125				0
	5419923				266,791.15				270,000.00				6.5				0.25				0.0125				0
	5361501				259,709.06				262,500.00				7.375				0.25				0.0125				0
	5419931				252,813.64				255,500.00				7.5				0.25				0.0125				0
	5419936				288,657.13				292,000.00				6.5				0.25				0.0125				0
	5361893				240,000.00				240,000.00				6.5				0.25				0.0125				0
	5419940				89,170.75				89,850.00				8.5				0.25				0.0125				0
	5362131				158,236.18				159,900.00				6.875				0.25				0.0125				0
	5361522				110,703.22				112,000.00				6.75				0.25				0.0125				0
	5361777				113,603.68				115,000.00				6.5				0.25				0.0125				0
	5362074				113,603.68				115,000.00				6.5				0.25				0.0125				0
	5361947				113,603.68				115,000.00				6.5				0.25				0.0125				0
	5362253				116,567.29				118,000.00				6.5				0.25				0.0125				0
	5419957				93,284.90				97,000.00				7.25				0.25				0.0125				0
	5362079				155,902.23				158,000.00				6.375				0.25				0.0125				0
	5420037				123,566.59				125,000.00				6.375				0.25				0.0125				0
	5361843				211,170.83				214,000.00				6.5				0.25				0.0125				0
	5362236				310,590.14				314,500.00				6.375				0.25				0.0125				0
	5361998				70,073.75				71,000.00				6.25				0.25				0.0125				0
	5362174				217,199.84				220,000.00				6.25				0.25				0.0125				0
	5361880				600,000.00				600,000.00				6.875				0.25				0.0125				0
	5362217				417,000.00				417,000.00				6.5				0.25				0.0125				0
	5420020				148,283.35				150,000.00				6.375				0.25				0.0125				0
	5362026				279,995.38				280,000.00				6.375				0.25				0.0125				0
	5361563				104,647.39				106,000.00				6.375				0.25				0.0125				0
	5420039				281,738.18				285,000.00				6.375				0.25				0.0125				0
	5361555				170,000.00				170,000.00				6.125				0.25				0.0125				0
	5362255				889,825.48				900,000.00				6.875				0.25				0.0125				0
	5361590				90,658.25				94,900.00				6.5				0.25				0.0125				0
	5420019				334,865.39				335,000.00				6.75				0.25				0.0125				0
	5361651				412,171.87				417,000.00				6.75				0.25				0.0125				0
	5362008				190,000.00				190,000.00				6.5				0.25				0.0125				0
	5361548				212,361.98				215,000.00				6.5				0.25				0.0125				0
	5362205				335,968.47				340,000.00				6.625				0.25				0.0125				0
	5362102				197,489.32				200,000.00				6.375				0.25				0.0125				0
	5362146				318,800.00				318,800.00				7				0.25				0.0125				0
	5420034				549,935.72				550,000.00				6.875				0.25				0.0125				0
	5361683				453,600.00				453,600.00				6.625				0.25				0.0125				0
	5581808				446,818.42				450,000.00				6.375				0.25				0.0125				0
	5581809				439,930.00				442,500.00				6.25				0.25				0.0125				0
	5581810				1,392,831.54				1,400,000.00				6.375				0.25				0.0125				0
	5581811				645,564.69				650,000.00				6.5				0.25				0.0125				0
	5581812				913,683.03				920,000.00				6.25				0.25				0.0125				0
	5581813				867,068.88				873,000.00				6.25				0.25				0.0125				0
	5581814				1,590,505.79				1,600,000.00				6.75				0.25				0.0125				0
	5581815				1,492,150.25				1,500,000.00				6.625				0.25				0.0125				0
	5581816				546,118.27				550,000.00				6.375				0.25				0.0125				0
	5581817				537,503.64				540,000.00				6.75				0.25				0.0125				0
	5581818				457,294.43				460,000.00				6.5				0.25				0.0125				0
	5581819				484,434.42				487,543.00				6.75				0.25				0.0125				0
	5581820				835,604.04				840,000.00				6.625				0.25				0.0125				0
	5581822				471,504.03				474,200.00				6.625				0.25				0.0125				0
	5581823				1,172,931.06				1,180,000.00				6.125				0.25				0.0125				0
	5581824				728,169.26				732,000.00				6.625				0.25				0.0125				0
	5581825				576,913.24				580,000.00				6.875				0.25				0.0125				0
	5581826				855,068.40				860,000.00				6.875				0.25				0.0125				0
	5581827				532,627.39				536,000.00				6.25				0.25				0.0125				0
	5318347				559,999.55				560,000.00				6.5				0.25				0.0125				0
	5318211				800,000.00				800,000.00				6.625				0.25				0.0125				0
	5318042				784,000.00				784,000.00				6.375				0.25				0.0125				0
	5318355				650,000.00				650,000.00				6.625				0.25				0.0125				0
	5453544				181,638.51				184,000.00				6.25				0.25				0.0125				0
	5453556				111,627.92				113,000.00				6.5				0.25				0.0125				0
	5453558				287,747.38				291,000.00				6.5				0.25				0.0125				0
	5453565				93,751.24				95,000.00				7				0.25				0.0125				0
	5453591				80,604.27				81,750.00				8.875				0.25				0.0125				0
	5514445				422,059.67				444,150.00				6				0.25				0.0125				0
	5514435				533,202.75				560,000.00				6.625				0.25				0.0125				0
	5514429				562,280.99				620,000.00				6.375				0.25				0.0125				0
	5459924				166,054.91				168,000.00				6.75				0.25				0.0125				0
	5459930				535,000.00				535,000.00				6.875				0.25				0.0125				0
	5459941				171,139.40				171,150.00				6.5				0.25				0.0125				0
	5459950				184,000.00				184,000.00				7.75				0.25				0.0125				0
	5459958				593,451.07				600,000.00				6.625				0.25				0.0125				0
	5460008				620,000.00				620,000.00				6.875				0.25				0.0125				0
	5460035				400,000.00				400,000.00				7.25				0.25				0.0125				0
	5460041				226,718.89				230,320.00				7.375				0.25				0.0125				0
	5460046				124,000.00				124,000.00				8.125				0.25				0.0125				0
	5460052				398,441.71				404,000.00				6.625				0.25				0.0125				0
	5460061				396,000.00				396,000.00				6.5				0.25				0.0125				0
	5460078				1,131,012.48				1,137,500.00				6.875				0.25				0.0125				0
	5222482				132,948.04				135,000.00				6.75				0.25				0.0125				0
	5222502				456,731.97				462,800.00				6.5				0.25				0.0125				0
	5222562				950,842.19				960,000.00				7.75				0.25				0.0125				0
	5222580				398,316.49				404,000.00				6.125				0.25				0.0125				0
	5222586				230,009.76				233,450.00				5.875				0.25				0.0125				0
	5222614				83,075.93				84,000.00				7.625				0.25				0.0125				0
	5222615				198,562.31				200,000.00				5.75				0.25				0.0125				0
	5222637				394,343.04				400,000.00				6				0.25				0.0125				0
	5222674				163,867.67				165,000.00				6				0.25				0.0125				0
	5222687				222,049.95				225,000.00				6.5				0.25				0.0125				0
	5222704				191,150.61				200,000.00				6.5				0.25				0.0125				0
	5222736				205,149.39				216,000.00				5.875				0.25				0.0125				0
	5222980				182,630.99				185,000.00				6.625				0.25				0.0125				0
	5223007				363,616.05				364,000.00				6.875				0.25				0.0125				0
	5223035				178,232.29				188,000.00				6.125				0.25				0.0125				0
	5223040				620,000.00				620,000.00				7.75				0.25				0.0125				0
	5223057				167,500.47				178,000.00				5.75				0.25				0.0125				0
	5223061				288,035.16				292,000.00				6.375				0.25				0.0125				0
	5223163				220,789.08				224,000.00				6.125				0.25				0.0125				0
	5223235				328,197.52				333,000.00				6.375				0.25				0.0125				0
	5222388				124,215.25				130,000.00				7.375				0.25				0.0125				0
	5222433				187,345.69				190,000.00				5.75				0.25				0.0125				0
	5222438				453,520.02				460,000.00				6.5				0.25				0.0125				0
	5222453				181,590.26				182,750.00				6.25				0.25				0.0125				0.19
	5222413				156,096.52				157,600.00				7.75				0.25				0.0125				0
	5222475				246,229.80				250,000.00				5.75				0.25				0.0125				0
	5222420				189,200.00				189,200.00				6.75				0.25				0.0125				0
	5595128				40,901.18				43,000.00				7.125				0.25				0.0125				0
	5595171				57,355.18				58,000.00				8.125				0.375				0.0125				0
	5595200				59,087.03				59,200.00				6.75				0.25				0.0125				0
	5595237				559,950.00				559,950.00				6.25				0.25				0.0125				0
	5595370				240,790.91				243,992.00				6.875				0.25				0.0125				0
	5595459				86,135.75				87,300.00				7.75				0.25				0.0125				0
	5595484				104,156.50				105,350.00				8.5				0.25				0.0125				0
	5618851				43,363.94				45,000.00				7.875				0.25				0.0125				0
	5618852				77,498.40				80,250.00				7.5				0.25				0.0125				0
	5618855				36,040.43				36,330.00				8.5				0.25				0.0125				0
	5618856				404,499.98				405,000.00				7.75				0.25				0.0125				0
	5618858				37,191.39				37,450.00				8.5				0.25				0.0125				0
	5618860				38,346.57				38,600.00				8.75				0.25				0.0125				0
	5618862				40,305.29				40,600.00				8.25				0.25				0.0125				0
	5618863				40,631.68				41,000.00				8.625				0.25				0.0125				0
	5618866				44,631.67				45,000.00				8.125				0.25				0.0125				0
	5618873				52,549.97				53,100.00				6.875				0.25				0.0125				0
	5618876				53,957.99				54,850.00				7.875				0.25				0.0125				0
	5618877				56,709.89				57,100.00				9				0.25				0.0125				0
	5618888				65,607.11				66,000.00				9.75				0.25				0.0125				0
	5618890				66,963.58				67,500.00				8.25				0.25				0.0125				0
	5618891				66,902.92				67,500.00				7.25				0.25				0.0125				0
	5618892				67,398.53				68,000.00				7.25				0.25				0.0125				0
	5618894				71,218.35				72,000.00				7				0.25				0.0125				0
	5618896				71,363.12				72,000.00				7.25				0.25				0.0125				0
	5618897				73,340.68				74,000.00				7.75				0.25				0.0125				0
	5618905				100,517.63				101,500.00				7.25				0.25				0.0125				0
	5618908				107,302.39				108,650.00				6.375				0.25				0.0125				0
	5618909				108,216.88				109,500.00				6.25				0.25				0.0125				0
	5618910				108,462.78				109,592.00				8.25				0.25				0.0125				0
	5618911				113,861.07				115,005.00				8.255				0.25				0.0125				0.96
	5618912				115,810.02				117,000.00				8.25				0.25				0.0125				0
	5618913				117,126.04				117,900.00				8.75				0.25				0.0125				0
	5618916				125,925.71				127,200.00				7.5				0.25				0.0125				0
	5618922				126,023.79				127,500.00				6.75				0.25				0.0125				0
	5618924				128,638.36				130,000.00				8.375				0.25				0.0125				0
	5618927				138,543.25				140,000.00				6.875				0.25				0.0125				0
	5618928				138,700.25				140,000.00				7				0.25				0.0125				0
	5618931				152,390.44				153,450.00				8.5				0.25				0.0125				0
	5618933				153,825.19				155,200.00				8.125				0.25				0.0125				0
	5618936				167,677.80				169,000.00				7.875				0.25				0.0125				0
	5618938				196,182.49				198,400.00				6.5				0.25				0.0125				0
	5618939				198,473.64				200,000.00				8				0.25				0.0125				0
	5618940				214,367.16				216,000.00				8.5				0.25				0.0125				0
	5618941				215,187.26				217,000.00				8				0.25				0.0125				0
	5618943				246,851.28				250,000.00				6.75				0.25				0.0125				0
	5618946				259,753.39				262,500.00				6.375				0.25				0.0125				0
	5618947				273,072.87				275,000.00				8.875				0.25				0.0125				0
	5618948				274,324.14				277,500.00				6.375				0.25				0.0125				0
	5618950				289,536.28				292,100.00				7.75				0.25				0.0125				0
	5618952				310,016.20				312,500.00				8.25				0.25				0.0125				0
	5618954				350,981.90				356,200.00				6.375				0.25				0.0125				0
	5618955				441,364.33				445,000.00				7.75				0.25				0.0125				0
	5618960				70,685.38				71,500.00				7				0.25				0.0125				0
	5618961				72,000.00				72,000.00				8.5				0.25				0.0125				0
	5618962				74,992.56				75,000.00				8.25				0.25				0.0125				0
	5618963				78,750.00				78,750.00				9.5				0.25				0.0125				0
	5618964				80,000.00				80,000.00				7.75				0.25				0.0125				0
	5618965				83,981.08				84,000.00				8.875				0.25				0.0125				0
	5618967				86,348.00				86,348.00				7				0.25				0.0125				0
	5618969				89,950.00				89,950.00				6.5				0.25				0.0125				0
	5618972				105,450.00				105,450.00				6.875				0.25				0.0125				0
	5618973				109,900.00				109,900.00				7				0.25				0.0125				0
	5618974				121,600.00				121,600.00				8				0.25				0.0125				0
	5618975				127,999.80				128,000.00				8.5				0.25				0.0125				0
	5618980				179,200.00				179,200.00				7.125				0.25				0.0125				0
	5618981				179,997.44				180,000.00				6.625				0.25				0.0125				0
	5618983				229,998.88				230,000.00				7.25				0.25				0.0125				0
	5618984				235,623.52				236,000.00				6.375				0.25				0.0125				0
	5618985				238,000.00				238,000.00				7.125				0.25				0.0125				0
	5618987				260,000.00				260,000.00				6.25				0.25				0.0125				0
	5618990				326,399.66				326,400.00				7.125				0.25				0.0125				0
	5618994				1,300,512.31				1,320,000.00				6.25				0.25				0.0125				0
	5618997				624,063.57				630,000.00				7				0.25				0.0125				0
	5618998				1,032,818.88				1,040,000.00				8.5				0.25				0.0125				0
	5618999				576,650.00				576,650.00				8.375				0.25				0.0125				0
	5619000				605,600.00				605,600.00				7.875				0.25				0.0125				0
	5624218				282,018.10				285,000.00				6.375				0.25				0.0125				0
	5624219				82,402.29				83,338.00				6				0.25				0.0125				0
	5624224				176,632.28				178,500.00				6.375				0.25				0.0125				0
	5624226				122,805.62				123,750.00				8				0.25				0.0125				0
	5624227				122,805.62				123,750.00				8				0.25				0.0125				0
	5624232				56,436.44				56,800.00				8.875				0.25				0.0125				0
	5624233				107,351.78				108,460.00				6.5				0.25				0.0125				0
	5632931				133,719.05				134,800.00				7.75				0.25				0.0125				0
	5632932				236,679.36				237,000.00				7.5				0.25				0.0125				0
	5632933				80,134.95				81,045.00				6				0.25				0.0125				0
	5632936				142,726.36				144,000.00				7.25				0.25				0.0125				0
	5632937				61,738.36				62,250.00				7.625				0.25				0.0125				0
	5721576				506,897.72				557,000.00				5.625				0.25				0.0125				0
	5721577				631,185.49				692,300.00				5.875				0.25				0.0125				0
	5721578				108,080.78				118,800.00				5.75				0.25				0.0125				0
	5721579				173,850.21				190,000.00				6.375				0.25				0.0125				0
	5721580				543,942.56				595,000.00				6.25				0.25				0.0125				0
	5721581				481,024.81				525,000.00				6.625				0.25				0.0125				0
	5721583				268,758.42				587,500.00				6.875				0.25				0.0125				0
	5721587				734,386.32				800,000.00				6.25				0.25				0.0125				0
	5721595				384,191.72				444,000.00				5.25				0.25				0.0125				0
	5721598				924,691.88				1,000,000.00				6.25				0.25				0.0125				0
	5721599				42,381.05				44,800.00				7.5				0.25				0.0125				0
	5721601				620,172.54				663,000.00				6				0.25				0.0125				0
	5721602				46,957.32				50,000.00				6				0.25				0.0125				0
	5721603				416,982.33				447,000.00				5.5				0.25				0.0125				0
	5721604				1,158,535.13				1,242,000.00				5.75				0.25				0.0125				0
	5721605				414,141.89				497,000.00				6				0.25				0.0125				0
	5721607				563,741.30				600,000.00				6.125				0.25				0.0125				0
	5721608				529,106.00				563,750.00				5.875				0.25				0.0125				0
	5721609				489,858.82				521,600.00				6				0.25				0.0125				0
	5721610				611,216.02				650,000.00				6.25				0.25				0.0125				0
	5721611				356,993.57				380,000.00				6.25				0.25				0.0125				0
	5721612				825,427.81				881,250.00				6.25				0.25				0.0125				0
	5721613				1,408,719.79				1,500,000.00				6				0.25				0.0125				0
	5721614				429,889.80				457,168.00				6.25				0.25				0.0125				0
	5721615				571,721.93				608,000.00				6.25				0.25				0.0125				0
	5721616				625,351.51				669,000.00				5.875				0.25				0.0125				0
	5721617				651,343.34				695,000.00				6.375				0.25				0.0125				0
	5721619				540,450.34				577,000.00				6.25				0.25				0.0125				0
	5721621				635,410.63				688,000.00				6.125				0.25				0.0125				0
	5721622				647,734.23				692,000.00				6.125				0.25				0.0125				0
	5721623				399,009.74				428,000.00				6.125				0.25				0.0125				0
	5721624				657,010.07				712,000.00				6.25				0.25				0.0125				0
	5582929				96,100.42				96,600.00				6.875				0.25				0.0125				0
	5918084				262,000.51				270,771.00				7				0.25				0.0125				0
	5694665				70,570.57				70,966.00				7.5				0.25				0.0125				0
	5694735				458,155.52				463,000.00				6.375				0.25				0.0125				0
	5695032				54,402.20				54,900.00				6.625				0.25				0.0125				0
	5695082				72,915.70				73,600.00				6.875				0.25				0.0125				0
	5695340				148,000.00				148,000.00				6.625				0.25				0.0125				0

LoanID				Net Rate				P&I Payment				Original Term				Cut-off Remaining Term			Origination Date	First Pay Date
	1913621				6.6125				1,042.11				360				323		3/21/2005	5/1/2005
	1802932				7.7375				1,543.87				360				323		3/22/2005	5/1/2005
	1803097				7.4875				1,936.27				360				323		3/31/2005	5/1/2005
	1861468				7.2375				759.07				360				323		3/17/2005	5/1/2005
	1861733				5.8625				1,312.29				360				323		3/21/2005	5/1/2005
	3831790				6.2375				3,372.66				360				342		10/25/2006	12/1/2006
	4327976				5.3625				2,212.47				360				321		1/18/2005	3/1/2005
	4327982				5.2375				2,750.00				360				321		1/10/2005	3/1/2005
	5549654				5.3625				968.11				360				324		4/28/2005	6/1/2005
	5091720				5.3625				1,728.22				360				326		6/22/2005	8/1/2005
	5092122				5.3625				236.66				360				329		9/20/2005	11/1/2005
	5094483				5.7375				274.91				360				331		11/3/2005	1/1/2006
	5097733				5.9875				2,104.13				360				329		9/26/2005	11/1/2005
	5098261				5.7375				2,126.78				360				330		10/19/2005	12/1/2005
	5099317				6.2375				1,701.27				360				332		11/29/2005	2/1/2006
	4950690				5.6125				2,974.22				360				345		1/22/2007	3/1/2007
	4376027				6.6125				503.77				360				323		3/18/2005	5/1/2005
	4376099				6.6125				2,003.40				360				324		4/29/2005	6/1/2005
	5383784				3.9875				1,687.82				360				308		12/10/2003	2/1/2004
	5384032				5.9875				1,810.23				360				346		2/5/2007	4/1/2007
	5384202				5.9875				3,438.79				360				347		3/2/2007	5/1/2007
	5384439				5.9875				3,281.25				360				345		1/31/2007	3/1/2007
	5384508				6.3625				3,803.45				360				346		2/1/2007	4/1/2007
	2283582				4.9875				1,698.78				360				328		8/12/2005	10/1/2005
	5590550				5.8625				3,103.33				360				335		4/13/2006	5/1/2006
	5590551				5.9875				2,146.58				360				328		9/1/2005	10/1/2005
	5590553				7.3625				2,065.10				360				336		5/8/2006	6/1/2006
	5590554				6.3625				6,209.57				360				334		3/6/2006	4/1/2006
	5590556				5.7375				5,241.20				360				335		4/28/2006	5/1/2006
	5590557				6.6125				1,724.48				360				338		6/30/2006	8/1/2006
	5590559				5.3625				4,666.41				360				348		4/27/2007	6/1/2007
	5590560				6.6125				1,465.38				360				340		8/3/2006	10/1/2006
	5590561				6.3625				1,188.67				360				342		11/3/2006	12/1/2006
	5590562				6.2375				1,759.21				360				348		4/26/2007	6/1/2007
	5590285				6.1125				5,546.25				360				348		5/1/2007	6/1/2007
	5590563				6.2375				406.26				360				349		5/2/2007	7/1/2007
	5590564				6.2375				2,270.67				360				345		1/12/2007	3/1/2007
	5590565				6.4875				4,016.25				360				344		12/13/2006	2/1/2007
	5590566				6.8625				2,512.75				360				345		1/26/2007	3/1/2007
	5590567				5.9875				4,079.17				360				348		4/16/2007	6/1/2007
	5590568				5.4875				2,019.71				360				346		2/21/2007	4/1/2007
	5590271				6.4875				1,516.50				360				345		1/8/2007	3/1/2007
	5590570				5.8625				5,933.08				360				349		5/4/2007	7/1/2007
	5590571				6.2375				2,600.00				360				348		4/26/2007	6/1/2007
	5590572				5.2375				3,888.30				360				348		4/30/2007	6/1/2007
	5590573				6.1125				3,187.50				360				346		2/28/2007	4/1/2007
	5590575				6.3625				846.33				360				348		4/19/2007	6/1/2007
	5590576				5.6125				4,498.37				360				348		4/27/2007	6/1/2007
	5590577				6.1125				1,887.00				360				346		3/2/2007	4/1/2007
	5590578				6.6125				10,054.69				360				348		4/25/2007	6/1/2007
	5590580				6.3625				2,688.65				360				349		4/27/2007	7/1/2007
	5590581				6.2375				4,060.33				360				349		4/27/2007	7/1/2007
	5590582				6.2375				875.33				360				348		4/30/2007	6/1/2007
	5590583				5.4875				4,033.39				360				348		4/25/2007	6/1/2007
	5590584				5.7375				6,278.29				360				348		5/2/2007	6/1/2007
	5590585				6.6125				2,881.77				360				348		4/18/2007	6/1/2007
	5590272				5.8625				3,019.37				360				348		4/19/2007	6/1/2007
	5590586				6.3625				2,164.17				360				348		4/10/2007	6/1/2007
	5590588				5.8625				6,329.17				360				348		4/25/2007	6/1/2007
	5590589				6.3625				3,157.92				360				348		4/27/2007	6/1/2007
	5590591				6.2375				3,900.00				360				348		4/25/2007	6/1/2007
	5590593				5.2375				3,025.00				360				348		4/26/2007	6/1/2007
	5590811				5.9875				5,208.33				360				348		4/24/2007	6/1/2007
	5590286				5.8625				796.25				360				348		4/18/2007	6/1/2007
	5590594				5.6125				2,193.30				360				348		4/13/2007	6/1/2007
	5590595				5.2375				4,125.00				360				348		4/12/2007	6/1/2007
	5590597				5.7375				4,987.20				360				348		4/17/2007	6/1/2007
	5590599				5.6125				5,385.42				360				348		4/30/2007	6/1/2007
	5590600				5.6125				1,207.28				360				348		4/17/2007	6/1/2007
	5590601				6.2375				3,943.33				360				348		4/13/2007	6/1/2007
	5590602				6.3625				1,142.81				360				348		4/23/2007	6/1/2007
	5590603				5.7375				1,620.00				360				349		5/2/2007	7/1/2007
	5590604				5.1125				2,372.84				360				349		4/30/2007	7/1/2007
	5590605				5.9875				2,812.50				360				348		4/24/2007	6/1/2007
	5590606				6.3625				1,545.59				360				348		4/10/2007	6/1/2007
	5590607				5.7375				4,791.36				360				348		5/1/2007	6/1/2007
	5590812				6.1125				4,515.63				360				348		3/30/2007	6/1/2007
	5590609				6.1125				2,589.06				360				348		4/30/2007	6/1/2007
	5590610				5.6125				2,673.75				360				348		4/18/2007	6/1/2007
	5590611				5.9875				2,444.11				360				348		4/2/2007	6/1/2007
	5590612				5.4875				1,816.52				360				348		4/17/2007	6/1/2007
	5590613				5.8625				6,827.33				360				349		5/2/2007	7/1/2007
	5590614				6.2375				3,469.21				360				348		4/20/2007	6/1/2007
	5590274				6.6125				286.46				360				348		4/13/2007	6/1/2007
	5590615				5.9875				1,479.17				360				348		4/11/2007	6/1/2007
	5590616				5.7375				5,319.44				360				348		4/23/2007	6/1/2007
	5590617				4.9875				1,184.40				360				348		4/19/2007	6/1/2007
	5590618				6.3625				579.27				360				348		4/20/2007	6/1/2007
	5590813				6.6125				2,616.63				360				348		4/30/2007	6/1/2007
	5590619				6.2375				1,624.60				360				348		4/20/2007	6/1/2007
	5590620				6.2375				3,250.00				360				348		4/25/2007	6/1/2007
	5590621				6.1125				2,745.03				360				347		3/23/2007	5/1/2007
	5590622				6.6125				2,692.71				360				348		4/11/2007	6/1/2007
	5590623				6.9875				3,020.83				360				348		4/30/2007	6/1/2007
	5590624				6.2375				1,307.04				360				348		4/20/2007	6/1/2007
	5590625				5.6125				2,021.98				360				348		4/6/2007	6/1/2007
	5590626				6.4875				1,647.00				360				348		4/18/2007	6/1/2007
	5590628				5.6125				2,070.94				360				348		4/30/2007	6/1/2007
	5590630				5.9875				3,208.33				360				348		4/25/2007	6/1/2007
	5590631				5.2375				2,250.99				360				348		4/24/2007	6/1/2007
	5590633				6.3625				3,019.90				360				348		4/24/2007	6/1/2007
	5590634				5.9875				1,293.01				360				348		4/16/2007	6/1/2007
	5590635				6.2375				2,275.00				360				348		4/19/2007	6/1/2007
	5590636				6.1125				2,335.61				360				348		4/27/2007	6/1/2007
	5590637				6.3625				2,730.15				360				348		4/27/2007	6/1/2007
	5590814				6.3625				2,614.80				360				348		4/30/2007	6/1/2007
	5590639				5.8625				3,053.51				360				348		4/12/2007	6/1/2007
	5590640				5.4875				2,515.63				360				348		4/27/2007	6/1/2007
	5590815				6.6125				1,616.25				360				348		4/6/2007	6/1/2007
	5590641				6.4875				2,812.50				360				348		4/27/2007	6/1/2007
	5590642				5.9875				2,020.58				360				348		4/19/2007	6/1/2007
	5590643				6.1125				1,832.54				360				348		4/5/2007	6/1/2007
	5590644				6.4875				1,622.78				360				348		4/16/2007	6/1/2007
	5590646				5.3625				2,861.72				360				348		4/24/2007	6/1/2007
	5590647				6.3625				1,068.83				360				348		4/26/2007	6/1/2007
	5590648				6.1125				2,500.98				360				348		4/11/2007	6/1/2007
	5590649				5.8625				3,991.46				360				348		4/24/2007	6/1/2007
	5590650				6.3625				3,157.92				360				348		4/23/2007	6/1/2007
	5590651				5.4875				2,564.50				360				348		4/30/2007	6/1/2007
	5590652				5.9875				3,229.16				360				348		4/27/2007	6/1/2007
	5590653				5.2375				2,524.50				360				348		4/27/2007	6/1/2007
	5590654				5.7375				4,250.00				360				348		3/30/2007	6/1/2007
	5590655				5.7375				2,499.59				360				348		4/25/2007	6/1/2007
	5590656				5.6125				3,157.77				360				348		4/12/2007	6/1/2007
	5590658				6.6125				1,159.01				360				348		4/13/2007	6/1/2007
	5590660				5.8625				2,534.32				360				348		4/25/2007	6/1/2007
	5590288				6.2375				2,231.67				360				348		4/18/2007	6/1/2007
	5590289				6.6125				2,391.34				360				348		4/24/2007	6/1/2007
	5590662				6.2375				1,171.21				360				348		4/20/2007	6/1/2007
	5590816				6.8625				904.54				360				348		4/20/2007	6/1/2007
	5590663				5.8625				1,510.83				360				348		4/26/2007	6/1/2007
	5590664				6.2375				2,773.33				360				348		4/26/2007	6/1/2007
	5590665				5.9875				6,123.31				360				348		4/23/2007	6/1/2007
	5590666				5.7375				1,467.36				360				348		5/1/2007	6/1/2007
	5590667				6.4875				3,262.50				360				348		4/30/2007	6/1/2007
	5590669				6.5975				1,298.96				360				348		4/20/2007	6/1/2007
	5590276				5.7375				1,075.00				360				348		4/20/2007	6/1/2007
	5590670				5.9875				3,229.17				360				348		4/24/2007	6/1/2007
	5590671				6.3625				1,947.75				360				348		4/30/2007	6/1/2007
	5590672				5.4875				1,895.10				360				349		5/3/2007	7/1/2007
	5590673				5.9875				1,191.67				360				348		4/25/2007	6/1/2007
	5590674				6.3625				1,598.83				360				348		4/30/2007	6/1/2007
	5590675				6.1125				2,889.58				360				348		4/13/2007	6/1/2007
	5590676				6.4875				1,505.23				360				348		5/1/2007	6/1/2007
	5590677				5.2375				2,200.00				360				348		4/27/2007	6/1/2007
	5590679				5.6125				2,300.50				360				348		4/16/2007	6/1/2007
	5590680				5.4875				2,875.00				360				348		4/27/2007	6/1/2007
	5590681				6.6125				907.5				360				348		4/23/2007	6/1/2007
	5590682				6.6125				615.66				360				348		4/30/2007	6/1/2007
	5590683				5.7375				4,739.68				360				348		4/24/2007	6/1/2007
	5590817				6.3625				1,539.21				360				348		4/25/2007	6/1/2007
	5590685				6.4875				2,773.13				360				348		4/23/2007	6/1/2007
	5590686				6.4875				1,252.41				360				349		5/1/2007	7/1/2007
	5590687				5.4875				1,495.00				360				348		4/23/2007	6/1/2007
	5590688				5.8625				2,971.64				360				348		5/1/2007	6/1/2007
	5590818				6.6125				2,863.76				360				348		4/24/2007	6/1/2007
	5590689				6.1125				1,763.68				360				348		4/19/2007	6/1/2007
	5590691				6.6125				2,588.75				360				348		4/25/2007	6/1/2007
	5590692				6.6125				1,170.18				360				348		4/30/2007	6/1/2007
	5590819				6.6125				2,837.28				360				348		4/30/2007	6/1/2007
	5590693				5.7375				3,360.00				360				348		4/30/2007	6/1/2007
	5590277				6.8625				1,195.81				360				348		4/18/2007	6/1/2007
	5590694				6.6125				1,457.49				360				348		4/13/2007	6/1/2007
	5590278				6.3625				1,866.04				360				348		4/24/2007	6/1/2007
	5590695				5.8625				2,202.27				360				348		4/30/2007	6/1/2007
	5590696				6.2375				2,166.67				360				348		4/25/2007	6/1/2007
	5590698				5.6125				1,092.36				360				348		4/27/2007	6/1/2007
	5590699				5.7375				909				360				348		4/27/2007	6/1/2007
	5590701				6.4875				2,677.50				360				348		4/19/2007	6/1/2007
	5590702				5.8625				1,505.93				360				348		5/1/2007	6/1/2007
	5590704				6.3625				4,035.68				360				348		4/24/2007	6/1/2007
	5590706				5.8625				1,542.73				360				348		4/26/2007	6/1/2007
	5590707				6.4875				1,430.39				360				348		4/19/2007	6/1/2007
	5590708				5.9875				2,700.73				360				348		4/25/2007	6/1/2007
	5590820				5.9875				995.83				360				348		5/3/2007	6/1/2007
	5590709				5.7375				4,215.87				360				348		4/24/2007	6/1/2007
	5590710				6.4875				3,321.56				360				348		4/25/2007	6/1/2007
	5590711				6.