Exhibit 4.1

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                      BANC OF AMERICA FUNDING CORPORATION,

                                  as Depositor,

                             WELLS FARGO BANK, N.A.,
                as Master Servicer and Securities Administrator,

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,

                                   as Trustee

                         POOLING AND SERVICING AGREEMENT

                             Dated January 31, 2006


                       Mortgage Pass-Through Certificates

                                  Series 2006-1


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                                          TABLE OF CONTENTS

                                                                                               Page
                                                                                               ----

                                             ARTICLE I
                                            DEFINITIONS

Section 1.01     Defined Terms....................................................................5
Section 1.02     Interest Calculations...........................................................42

                                            ARTICLE II
                  CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF CERTIFICATES

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................51
Section 2.04     Representations and Warranties of the Depositor as to the Mortgage Loans........52
Section 2.05     Designation of Interests in the REMICs..........................................53
Section 2.06     Designation of Start-up Day.....................................................53
Section 2.07     REMIC Certificate Maturity Date.................................................53
Section 2.08     Execution and Delivery of Certificates..........................................54

                                            ARTICLE III
                       ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS

Section 3.01     Master Servicing of the Mortgage Loans..........................................54
Section 3.02     Monitoring of Servicers.........................................................55
Section 3.03     Fidelity Bond; Errors and Omissions Insurance...................................57
Section 3.04     Access to Certain Documentation.................................................57
Section 3.05     Maintenance of Primary Mortgage Insurance Policy; Claims........................57
Section 3.06     Rights of the Depositor, the Securities Administrator and the Trustee
                     in Respect of the Master Servicer...........................................58
Section 3.07     Trustee to Act as Master Servicer...............................................58
Section 3.08     Servicer Custodial Accounts and Escrow Accounts.................................58
Section 3.09     Collection of Mortgage Loan Payments; Master Servicer Custodial
                     Account; Certificate Account and Reserve Fund...............................59
Section 3.10     Access to Certain Documentation and Information Regarding the
                     Mortgage Loans..............................................................63
Section 3.11     Permitted Withdrawals from the Certificate Account and the Master
                     Servicer Custodial Account..................................................63
Section 3.12     Maintenance of Hazard Insurance and Other Insurance.............................64
Section 3.13     Presentment of Claims and Collection of Proceeds................................65
Section 3.14     Enforcement of Due-On-Sale Clauses; Assumption Agreements.......................65
Section 3.15     Realization Upon Defaulted Mortgage Loans; REO Property.........................65
Section 3.16     Trustee to Cooperate; Release of Mortgage Files.................................67



                                               - i -





Section 3.17     Documents, Records and Funds in Possession of the Master Servicer to
                     be Held for the Trustee.....................................................68
Section 3.18     Master Servicer Compensation....................................................68
Section 3.19     Advances........................................................................69
Section 3.20     Annual Statement as to Compliance...............................................69
Section 3.21     Assessments of Compliance and Attestation Reports...............................70
Section 3.22     Reports to the Commission.......................................................72

                                            ARTICLE IV
                                   MASTER SERVICER'S CERTIFICATE

Section 4.01     Master Servicer's Certificate...................................................77

                                             ARTICLE V
                PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS; REMIC ADMINISTRATION

Section 5.01     Distributions...................................................................77
Section 5.02     Priorities of Distributions.....................................................78
Section 5.03     Allocation of Losses............................................................90
Section 5.04     Statements to Certificateholders................................................92
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 Related Covenants.........................................................97
Section 5.09     Determination of LIBOR..........................................................98
Section 5.10     Master Servicer, Securities Administrator and Trustee Indemnification...........99

                                            ARTICLE VI
                                         THE CERTIFICATES

Section 6.01     The Certificates................................................................99
Section 6.02     Registration of Transfer and Exchange of Certificates..........................100
Section 6.03     Mutilated, Destroyed, Lost or Stolen Certificates..............................104
Section 6.04     Persons Deemed Owners..........................................................105

                                            ARTICLE VII
                               THE DEPOSITOR AND THE MASTER SERVICER

Section 7.01     Respective Liabilities of the Depositor and the Master Servicer................105
Section 7.02     Merger or Consolidation of the Depositor or the Master Servicer................105
Section 7.03     Limitation on Liability of the Depositor, the Master Servicer and Others.......106
Section 7.04     Depositor and Master Servicer Not to Resign....................................107



                                              - ii -





                                           ARTICLE VIII
                                              DEFAULT

Section 8.01     Events of Default..............................................................107
Section 8.02     Remedies of Trustee............................................................109
Section 8.03     Directions by Certificateholders and Duties of Trustee During Event of Default.109
Section 8.04     Action upon Certain Failures of the Master Servicer and upon Event of Default..109
Section 8.05     Trustee to Act; Appointment of Successor.......................................110
Section 8.06     Notification to Certificateholders.............................................111

                                            ARTICLE IX
                           THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 9.01     Duties of Trustee and Securities Administrator.................................111
Section 9.02     Certain Matters Affecting the Trustee and the Securities Administrator.........114
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.................119
Section 9.09     Appointment of Co-Trustee or Separate Trustee..................................120
Section 9.10     Authenticating Agents..........................................................121
Section 9.11     Securities Administrator's Fees and Expenses and Trustee's Fees and Expenses...121
Section 9.12     Appointment of Custodian.......................................................122
Section 9.13     Paying Agents..................................................................123
Section 9.14     Limitation of Liability........................................................124
Section 9.15     Trustee or Securities Administrator May Enforce Claims Without
                     Possession of Certificates.................................................124
Section 9.16     Suits for Enforcement..........................................................124
Section 9.17     Waiver of Bond Requirement.....................................................124
Section 9.18     Waiver of Inventory, Accounting and Appraisal Requirement......................124

                                             ARTICLE X
                                            TERMINATION

Section 10.01    Termination upon Purchase or Liquidation of All Mortgage Loans.................124
Section 10.02    Additional Termination Requirements............................................127

                                            ARTICLE XI
                                     MISCELLANEOUS PROVISIONS

Section 11.01    Amendment......................................................................127



                                              - iii -





Section 11.02    Recordation of Agreement; Counterparts.........................................129
Section 11.03    Limitation on Rights of Certificateholders.....................................129
Section 11.04    Governing Law..................................................................130
Section 11.05    Notices........................................................................130
Section 11.06    Severability of Provisions.....................................................131
Section 11.07    Certificates Nonassessable and Fully Paid......................................131
Section 11.08    Access to List of Certificateholders...........................................131
Section 11.09    Recharacterization.............................................................132
Section 11.10    Regulation AB Compliance; Intent of the Parties; Reasonableness................132



                                              - iv -



                                    EXHIBITS

Exhibit 1-A-1    Form of Face of Class 1-A-1 Certificate
Exhibit 1-A-2    Form of Face of Class 1-A-2 Certificate
Exhibit 1-A-3    Form of Face of Class 1-A-3 Certificate
Exhibit 1-A-4    Form of Face of Class 1-A-4 Certificate
Exhibit 1-A-5    Form of Face of Class 1-A-5 Certificate
Exhibit 1-A-6    Form of Face of Class 1-A-6 Certificate
Exhibit 1-A-7    Form of Face of Class 1-A-7 Certificate
Exhibit 1-A-8    Form of Face of Class 1-A-8 Certificate
Exhibit 1-A-9    Form of Face of Class 1-A-9 Certificate
Exhibit 1-A-10   Form of Face of Class 1-A-10 Certificate
Exhibit 1-A-11   Form of Face of Class 1-A-11 Certificate
Exhibit 1-A-12   Form of Face of Class 1-A-12 Certificate
Exhibit 1-A-13   Form of Face of Class 1-A-13 Certificate
Exhibit 1-A-14   Form of Face of Class 1-A-14 Certificate
Exhibit 1-A-15   Form of Face of Class 1-A-15 Certificate
Exhibit 1-A-16   Form of Face of Class 1-A-16 Certificate
Exhibit 1-A-17   Form of Face of Class 1-A-17 Certificate
Exhibit 1-A-18   Form of Face of Class 1-A-18 Certificate
Exhibit 1-A-19   Form of Face of Class 1-A-19 Certificate
Exhibit 1-A-20   Form of Face of Class 1-A-20 Certificate
Exhibit 1-A-21   Form of Face of Class 1-A-21 Certificate
Exhibit 1-A-22   Form of Face of Class 1-A-22 Certificate
Exhibit 1-A-23   Form of Face of Class 1-A-23 Certificate
Exhibit 1-A-24   Form of Face of Class 1-A-24 Certificate
Exhibit 1-A-25   Form of Face of Class 1-A-25 Certificate
Exhibit 1-A-26   Form of Face of Class 1-A-26 Certificate
Exhibit 1-A-27   Form of Face of Class 1-A-27 Certificate
Exhibit 1-A-28   Form of Face of Class 1-A-28 Certificate
Exhibit 2-A-1    Form of Face of Class 2-A-1 Certificate
Exhibit 2-A-2    Form of Face of Class 2-A-2 Certificate
Exhibit 3-A-1    Form of Face of Class 3-A-1 Certificate
Exhibit 3-A-2    Form of Face of Class 3-A-2 Certificate
Exhibit 3-A-R    Form of Face of Class 3-A-R Certificate
Exhibit X-IO     Form of Face of Class X-IO Certificate
Exhibit X-PO     Form of Face of Class X-PO Certificate
Exhibit B-1      Form of Face of Class B-1 Certificate
Exhibit B-2      Form of Face of Class B-2 Certificate
Exhibit B-3      Form of Face of Class B-3 Certificate
Exhibit B-4      Form of Face of Class B-4 Certificate
Exhibit B-5      Form of Face of Class B-5 Certificate
Exhibit B-6      Form of Face of Class B-6 Certificate
Exhibit X-B-1    Form of Face of Class X-B-1 Certificate
Exhibit X-B-2    Form of Face of Class X-B-2 Certificate
Exhibit X-B-3    Form of Face of Class X-B-3 Certificate
Exhibit X-B-4    Form of Face of Class X-B-4 Certificate


                                      - v -



Exhibit X-B-5    Form of Face of Class X-B-5 Certificate
Exhibit X-B-6    Form of Face of Class X-B-6 Certificate
Exhibit C        Form of Reverse of all Certificates
Exhibit D-1      Loan Group 1 Mortgage Loan Schedule
Exhibit D-2      Loan Group 2 Mortgage Loan Schedule
Exhibit D-3      Loan Group 3 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-2A     Form 1 of Transferee's Certificate
Exhibit G-2B     Form 2 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 Sarbanes-Oxley Certification
Exhibit N        Form of Securities Administrator's Certification
Exhibit O        Principal Balance Schedules
Exhibit P        Form of Yield Maintenance Agreement
Exhibit Q        Relevant Servicing Criteria
Exhibit R        Additional Form 10-D Disclosure
Exhibit S        Additional Form 10-K Disclosure
Exhibit T        Form 8-K Disclosure
Exhibit U        Form of Back-up Certification


                                     - vi -



                         POOLING AND SERVICING AGREEMENT

      THIS POOLING AND SERVICING AGREEMENT, dated January 31, 2006, is hereby
executed by and among BANC OF AMERICA FUNDING CORPORATION, as depositor
(together with its permitted successors and assigns, the "Depositor"), WELLS
FARGO BANK, N.A., as master servicer (together with its permitted successors and
assigns, in such capacity, the "Master Servicer") and as securities
administrator (together with its permitted successors and assigns, in such
capacity, the "Securities Administrator"), and 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

      In exchange for the Certificates, the Depositor hereby conveys the Trust
Estate to the Trustee to create the Trust. The Trust Estate for federal income
tax purposes shall be treated as three real estate mortgage investment conduits
(the "Upper-Tier REMIC," the "Intermediate Lower-Tier REMIC" and the "Lower-Tier
REMIC," respectively, and each a "REMIC"). The Uncertificated Lower-Tier
Interests will represent the "regular interests" and the Class LR Interest shall
be the "residual interest" in the Lower-Tier REMIC for purposes of the REMIC
Provisions. The Uncertificated Lower-Tier Interests shall constitute the assets
of the Intermediate Lower-Tier REMIC. The Uncertificated Intermediate Lower-Tier
Interests shall constitute the "regular interests" and the Class ILR Interest
shall be the "residual interest" in the Intermediate Lower-Tier REMIC. The
Uncertificated Intermediate Lower-Tier Interests shall constitute the assets of
the Upper-Tier REMIC. The Senior Certificates (other than the Class 3-A-R
Certificate, the Class X-IO Certificates and the Class X-PO Certificates), the
Components, the Class B Certificates and the Class X-B Certificates are referred
to collectively as the "Regular Certificates" and shall constitute "regular
interests" in the Upper-Tier REMIC for purposes of the REMIC Provisions. The
Class UR Interest shall be the "residual interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions. The Class 3-A-R Certificate shall represent
beneficial ownership of the Class LR Interest, the Class ILR Interest and the
Class UR Interest. The "latest possible maturity date" for federal income tax
purposes of all interests created hereby will be the REMIC Certificate Maturity
Date.

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




                                                                    INTEGRAL
                    INITIAL CLASS        PASS-                    MULTIPLES IN
                 CERTIFICATE BALANCE    THROUGH       MINIMUM       EXCESS OF
CLASSES           OR NOTIONAL AMOUNT     RATE      DENOMINATION      MINIMUM
Class 1-A-1        $ 12,759,000.00       5.750%     $    1,000         $1
Class 1-A-2        $  3,320,000.00       5.750%     $    1,000         $1
Class 1-A-3        $    579,000.00       5.750%     $    1,000         $1
Class 1-A-4        $  4,342,000.00       5.750%     $    1,000         $1
Class 1-A-5        $  2,000,000.00       5.500%     $    1,000         $1
Class 1-A-6        $  2,000,000.00       6.000%     $    1,000         $1
Class 1-A-7        $    118,000.00       5.750%     $    1,000         $1
Class 1-A-8        $  1,057,000.00       5.750%     $    1,000         $1
Class 1-A-9        $  1,000,000.00       5.750%     $    1,000         $1
Class 1-A-10       $ 18,759,000.00       5.750%     $    1,000         $1
Class 1-A-11       $  1,524,000.00       5.750%     $    1,000         $1
Class 1-A-12       $  3,701,000.00       5.750%     $    1,000         $1
Class 1-A-13       $  1,008,000.00       5.250%     $    1,000         $1
Class 1-A-14       $  1,008,000.00       6.250%     $    1,000         $1
Class 1-A-15       $    775,000.00       5.750%     $    1,000         $1
Class 1-A-16       $    775,000.00       5.750%     $    1,000         $1
Class 1-A-17       $    775,000.00       5.750%     $    1,000         $1
Class 1-A-18       $  3,000,000.00       5.500%     $    1,000         $1
Class 1-A-19       $  3,000,000.00       6.000%     $    1,000         $1
Class 1-A-20       $ 28,000,000.00        (1)       $    1,000         $1
Class 1-A-21              (2)             (3)       $1,000,000        N/A
Class 1-A-22       $  2,621,000.00       5.750%     $    1,000         $1
Class 1-A-23       $ 50,178,000.00       5.750%     $    1,000         $1
Class 1-A-24       $  6,023,000.00       5.750%     $    1,000         $1
Class 1-A-25       $ 41,542,000.00       5.750%     $    1,000         $1
Class 1-A-26              (4)            5.750%     $1,000,000        N/A
Class 1-A-27       $ 27,041,000.00       5.500%     $    1,000         $1
Class 1-A-28       $ 35,000,000.00       5.300%     $    1,000         $1
Class 2-A-1        $105,137,000.00       5.500%     $    1,000         $1
Class 2-A-2        $  4,324,000.00       5.500%     $    1,000         $1
Class 3-A-1        $ 92,989,000.00       5.500%     $    1,000         $1
Class 3-A-2        $  3,373,000.00       5.500%     $    1,000         $1
Class 3-A-R        $        100.00       5.500%     $      100        N/A
Class B-1          $  2,923,000.00       5.500%     $   25,000         $1
Class B-2          $    687,000.00       5.500%     $   25,000         $1
Class B-3          $    344,000.00       5.500%     $   25,000         $1
Class B-4          $    229,000.00       5.500%     $   25,000         $1
Class B-5          $    172,000.00       5.500%     $   25,000         $1
Class B-6          $    172,580.00       5.500%     $   25,000         $1
Class X-IO                (5)             (5)       $1,000,000         $1
Class X-PO                (6)             (6)       $   25,000         $1


                                      - 2 -



                                                                    INTEGRAL
                    INITIAL CLASS        PASS-                    MULTIPLES IN
                 CERTIFICATE BALANCE    THROUGH       MINIMUM       EXCESS OF
CLASSES           OR NOTIONAL AMOUNT     RATE      DENOMINATION      MINIMUM
Class X-B-1        $  7,535,000.00        (7)       $   25,000         $1
Class X-B-2        $  2,021,000.00        (7)       $   25,000         $1
Class X-B-3        $  1,287,000.00        (7)       $   25,000         $1
Class X-B-4        $    735,000.00        (7)       $   25,000         $1
Class X-B-5        $    551,000.00        (7)       $   25,000         $1
Class X-B-6        $    735,601.00        (7)       $   25,000         $1

                  INITIAL COMPONENT                                 INTEGRAL
                      BALANCE OR         PASS-                    MULTIPLES IN
                  COMPONENT NOTIONAL    THROUGH      MINIMUM       EXCESS OF
COMPONENTS              AMOUNT           RATE      DENOMINATION     MINIMUM
Class 1-X-IO             (8)             5.500%        N/A            N/A
Class 2-X-IO             (8)             5.500%        N/A            N/A
Class 3-X-IO             (8)             5.500%        N/A            N/A
Class 1-X-PO       $  6,067,117.00        (9)          N/A            N/A
Class 2-X-PO       $    614,964.00        (9)          N/A            N/A
Class 3-X-PO       $    341,832.00        (9)          N/A            N/A
_______________________

(1)  During the initial Interest Accrual Period, interest will accrue on the
     Class 1-A-20 Certificates at the rate of 5.390% per annum. During each
     Interest Accrual Period thereafter, interest will accrue on the Class
     1-A-20 Certificates at a per annum rate equal to (i) 0.900% plus (ii)
     LIBOR, subject to a minimum rate of 0.900% and a maximum rate of 5.750%. In
     addition, the Class 1-A-20 Certificates will be entitled to amounts
     received under a yield maintenance agreement.

(2)  The Class 1-A-21 Certificates are Interest Only Certificates, have no class
     balance and will bear interest on their notional amount (initially
     approximately $28,000,000).

(3)  During the initial Interest Accrual Period, interest will accrue on the
     Class 1-A-21 Certificates at the rate of 0.360% per annum. During each
     Interest Accrual Period thereafter, interest will accrue on the Class
     1-A-21 Certificates at a per annum rate equal to (i) 4.850% minus (ii)
     LIBOR, subject to a minimum rate of 0.000% and a maximum rate of 4.850%.

(4)  The Class 1-A-26 Certificates are Interest Only Certificates, have no class
     balance and will bear interest on their notional amount (initially
     approximately $3,914,825).

(5)  The Class X-IO Certificates are Interest Only Certificates and will be
     deemed for purposes of distributions of interest to consist of three
     Components: the Class 1-X-IO, Class 2-X-IO and Class 3-X-IO Components. The
     Components of a class are not severable. The initial notional amount of the
     Class X-IO Certificates will be approximately $9,635,484.

(6)  The Class X-PO Certificates are Principal Only Certificates and will be
     deemed for purposes of distributions of principal to consist of three
     Components: the Class 1-X-PO, Class 2-X-PO and Class 3-X-PO Components. The
     Components of a class are not severable. The initial class balance of the
     Class X-PO Certificates will be approximately $7,023,913.

(7)  Interest will accrue on the Class X-B Certificates for each Distribution
     Date at a per annum rate equal to the weighted average (based on the Group
     Subordinate Amount for Loan Group 1 and Loan Group 3) of (i) with respect
     to Loan Group 1, 5.750% and (ii) with respect to Loan Group 3, 5.500%. For
     the initial Distribution Date in February 2006, this rate is expected to
     approximately 5.68183% per annum.


                                      - 3 -



(8)  The Class 1-X-IO, Class 2-X-IO and Class 3-X-IO Components are Interest
     Only Components, have no component balance and will bear interest on their
     notional amounts (initially approximately $3,484,085, $3,237,156 and
     $2,914,243, respectively).

(9)  The Class 1-X-PO, Class 2-X-PO and Class 3-X-PO Components are Principal
     Only Components and will not be entitled to distributions in respect of
     interest.


                                      - 4 -



                                    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.

      Accretion Termination Date: The earlier to occur of (i) the Distribution
Date following the Distribution Date on which the Class Certificate Balance of
the Class 1-A-20 Certificates has been reduced to zero or (ii) the related
Senior Credit Support Depletion Date.

      Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class (other than the Class X-IO Certificates), one month's
interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the applicable Class Certificate Balance or Notional
Amount. For any Distribution Date and the Class X-IO Certificates, the sum of
the Accrued Component Interest for each Class IO Component.

      Accrued Component Interest: For any Distribution Date and each
interest-bearing Component, one month's interest accrued during the related
Interest Accrual Period at the applicable Pass-Through Rate on the related
Notional Amount.

      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 the criteria in Item 1108(a)(2)(i) though (iii) of
Regulation AB.

      Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-off Date Pool Principal Balance of the Mortgage Loans of such
Loan Group minus the sum of (i) all amounts in respect of principal received in
respect of the Mortgage Loans in such Loan Group (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Principal Prepayments,
Liquidation Proceeds and Substitution Adjustment Amounts) and distributed to
Holders of the Certificates of the Related Group on such Distribution Date and
all prior Distribution Dates and (ii) the principal portion of all Realized
Losses (other than Debt Service Reductions) incurred on the Mortgage Loans in
such Loan Group from the Cut-off Date through the end of the month preceding
such Distribution Date.

      Adjusted Pool Amount (Non-PO Portion): With respect to any Distribution
Date and Loan Group, the difference between the Adjusted Pool Amount and the
Adjusted Pool Amount (PO Portion) for such Loan Group.


                                      - 5 -



      Adjusted Pool Amount (PO Portion): With respect to any Distribution Date
and Loan Group, the sum of the amount, calculated as follows, with respect to
each Outstanding Mortgage Loan in such Loan Group: the product of (i) the PO
Percentage for such Mortgage Loan and (ii) the remainder of (A) the Cut-off Date
Principal Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in
respect of principal received in respect of such Mortgage Loan (including,
without limitation, amounts received as Monthly Payments, Periodic Advances,
Principal Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts)
and distributed to Holders of the Certificates of the Related Group on such
Distribution Date and all prior Distribution Dates and (y) the principal portion
of any Realized Loss (other than a Debt Service Reduction) incurred on such
Mortgage Loan from the Cut-off Date through the end of the month preceding such
Distribution Date.

      Advance: A Periodic Advance or a Servicing Advance.

      Advance Date: As to any Distribution Date and each Mortgage Loan, the
Business Day preceding the related Remittance Date.

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

      Appraised Value: With respect to any Mortgaged Property, either (i) the
lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such Mortgage Loan or, in certain cases, an
automated valuation model (if applicable) or tax assessed value and (b) the
sales price for such property, except that, in the case of Mortgage Loans the
proceeds of which were used to refinance an existing mortgage loan, the
Appraised Value of the related Mortgaged Property is the appraised value thereof
determined in an appraisal obtained at the time of refinancing or, in certain
cases, an automated valuation model (if applicable) or tax assessed value, or
(ii) the appraised value determined in an appraisal made at the request of a
Mortgagor subsequent to origination in order to eliminate the Mortgagor's
obligation to keep a Primary Mortgage Insurance Policy in force.

      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.

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

      BAFC: Banc of America Funding Corporation.

      BAMCC: Banc of America Mortgage Capital Corporation.


                                      - 6 -



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

      BANA Servicing Agreement: The Servicing Agreement, dated January 31, 2006,
by and between BAFC, as depositor, and BANA, as servicer.

      Book-Entry Certificate: All Classes of Certificates other than the
Physical Certificates.

      Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the 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.

      Buy-Down Account: The separate Eligible Account or Accounts created and
maintained by a Servicer pursuant to Section 3.08.

      Buy-Down Agreement: An agreement governing the application of Buy-Down
Funds with respect to a Buy-Down Mortgage Loan.

      Buy-Down Funds: Money advanced by a builder, seller or other interested
party to reduce a Mortgagor's monthly payment during the initial years of a
Buy-Down Mortgage Loan.

      Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to
a Buy-Down Agreement, the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
from Buy-Down Funds.

      Calculated Principal Distribution: As defined in Section 5.03(d).

      Certificate: Any of the Banc of America Funding Corporation Mortgage
Pass-Through Certificates, Series 2006-1 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 "Wells Fargo Bank, N.A., 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 2006-1." The Certificate Account shall be deemed to consist
of four sub-accounts; one for Loan Groups 1 and 3 and one for Loan Group 2, a
third sub-account referred to herein as the Intermediate Lower-Tier Certificate
Sub-Account and a fourth sub-account referred to herein as the Upper-Tier
Certificate Sub-Account. Funds in the Certificate Account shall be held in trust
for the Holders of the Certificates for the uses and purposes set forth in this
Agreement.

      Certificate Balance: With respect to any Certificate (other than the Class
1-A-21, 1-A-26 and Class X-IO Certificates) at any date, the maximum dollar
amount of principal to which the Holder thereof is then entitled hereunder, such
amount being equal to the product of the


                                      - 7 -



Percentage Interest of such Certificate and the Class Certificate Balance of the
Class of Certificates of which such Certificate is a part. The Class 1-A-21,
1-A-26 and Class X-IO Certificates have no Certificate Balance.

      Certificate Custodian: Initially, Wells Fargo Bank, N.A.; thereafter any
other Certificate Custodian acceptable to the Depository and selected by the
Securities Administrator.

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

      Certificate Register: The register maintained pursuant to Section 6.02.

      Certificate Registrar: The registrar appointed pursuant to Section 6.02.

      Certificateholder: The Person in whose name a Certificate is registered in
the Certificate Register, except that, solely for the purpose of giving any
consent pursuant to this Agreement, any Certificate registered in the name of
the Depositor, the Master Servicer or any affiliate thereof shall be deemed not
to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, unless such entity is the
registered owner of the entire Class of Certificates, provided that the
Securities Administrator shall not be responsible for knowing that any
Certificate is registered in the name of an affiliate of the Depositor or the
Master Servicer unless one of its Responsible Officers has actual knowledge
thereof.

      Class: As to the Certificates, the Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9,
Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class
1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20,
Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class
1-A-26, Class 1-A-27, Class 1-A-28, Class 2-A-1, Class 2-A-2, Class 3-A-1, Class
3-A-2, Class 3-A-R, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class
B-6, Class X-B-1, Class X-B-2, Class X-B-3, Class X-B-4, Class X-B-5, Class
X-B-6, Class X-IO and Class X-PO Certificates, as the case may be.

      Class 1-A-21 Notional Amount: As to any Distribution Date and the Class
1-A-21 Certificates, the Class Certificate Balance of the Class 1-A-20
Certificates.

      Class 1-A-22 Accrual Distribution Amount: As to any Distribution Date, an
amount equal to the amounts allocated but not currently distributable to the
Class 1-A-22 Certificates in respect of interest in respect of Section
5.02(a)(i).

      Class 1-A-26 Notional Amount: As to any Distribution Date and the Class
1-A-26 Certificates, the sum of approximately 7.8260857143% of the Class
Certificate Balance of the Class 1-A-28 Certificates and approximately
4.3478236752% of the Class Certificate Balance of the Class 1-A-27 Certificates.


                                      - 8 -



      Class 1-X-IO Notional Amount: With respect to each Distribution Date and
the Class 1-X-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 1 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 1 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 1 Premium Mortgage Loans as of the due
date in the month preceding the month of such Distribution Date) minus 5.750%
and (b) the denominator of which is equal to 5.500%.

      Class 2-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class 2-A-1 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e).

      Class 2-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 2-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 2-A-2 Loss Allocation
Amount and (b) the Class 2-A-1 Loss Amount with respect to such Distribution
Date.

      Class 2-X-IO Notional Amount: With respect to each Distribution Date and
the Class 2-X-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 2 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 2 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 2 Premium Mortgage Loans as of the due
date in the month preceding the month of such Distribution Date) minus 5.500%
and (b) the denominator of which is equal to 5.500%.

      Class 3-A-1 Loss Amount: With respect to any Distribution Date after the
Senior Credit Support Depletion Date, the amount, if any, by which the Class
Certificate Balance of the Class 3-A-1 Certificates would be reduced as a result
of the allocation of any reduction pursuant to Section 5.03(b) to such Class,
without regard to the operation of Section 5.03(e).

      Class 3-A-2 Loss Allocation Amount: With respect to any Distribution Date
after the Senior Credit Support Depletion Date, the lesser of (a) the Class
Certificate Balance of the Class 3-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 3-A-2 Loss Allocation
Amount and (b) the Class 3-A-2 Loss Amount with respect to such Distribution
Date.

      Class 3-X-IO Notional Amount: With respect to each Distribution Date and
the Class 3-X-IO Component, an amount equal to the product of (i) the aggregate
of the Stated Principal Balances of the Group 3 Premium Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date and (ii) a
fraction, (a) the numerator of which is equal to the weighted average of the Net
Mortgage Interest Rates of the Group 3 Premium Mortgage Loans (based on the
Stated Principal Balances of the Group 3 Premium Mortgage Loans as of the due


                                      - 9 -



date in the month preceding the month of such Distribution Date) minus 5.500%
and (b) the denominator of which is equal to 5.500%.

      Class X-IO Notional Amount: With respect to any Distribution Date, an
amount equal to the sum of the Class 1-X-IO Notional Amount, the Class 2-X-IO
Notional Amount and the Class 3-X-IO Notional Amount for such Distribution Date.

      Class B Certificates: The Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates.

      Class Certificate Balance: With respect to any Class of Certificates
(other than the Class 1-A-21, Class 1-A-26, Class X-IO and Class X-PO
Certificates) and any date of determination, and subject to Section 5.03(f), the
Initial Class Certificate Balance of such Class minus (A) the sum of (i) all
distributions of principal made with respect thereto (including in the case of a
Class of Class B Certificates, any principal otherwise payable to such Class of
Class B Certificates used to pay any Class PO Deferred Amounts), (ii) all
reductions in Class Certificate Balance previously allocated thereto pursuant to
Section 5.03(b) and (iii) in the case of the Class 2-A-2 and Class 3-A-2
Certificates, any reduction allocated thereto pursuant to Section 5.03(e) plus
(B) the sum of (i) all increases in Class Certificate Balance previously
allocated thereto pursuant to Section 5.03(b) and (ii) in the case of the Class
2-A-2 and Class 3-A-2 Certificates, any increases allocated thereto pursuant to
Section 5.03(e). The Class Certificate Balance of the Class X-PO Certificates as
of any date of determination shall equal the sum of the Component Balances of
the Class PO Components. The Class 1-A-21, Class 1-A-26 and Class X-IO
Certificates are Interest Only Certificates and have no Class Certificate
Balance.

      Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class (other than the Class X-IO Certificates), the amount by
which Accrued Certificate Interest for such Class (as reduced pursuant to
Section 5.02(c)) exceeds the amount of interest actually distributed on such
Class on such Distribution Date pursuant to clause (i) of the definition of
"Interest Distribution Amount." As to any Distribution Date and the Class X-IO
Certificates, the sum of the Component Interest Shortfalls for the Class IO
Components.

      Class IO Component: Any of the Class 1-X-IO Component, the Class 2-X-IO
Component or the Class 3-X-IO Component.

      Class PO Component: Any of the Class 1-X-PO Component, the Class 2-X-PO
Component or the Class 3-X-PO Component.

      Class PO Deferred Amount: As to any Distribution Date and each Class PO
Component, the sum of the amounts by which the Component Balance of such Class
PO Component will be reduced on such Distribution Date or has been reduced on
prior Distribution Dates as a result of Section 5.03(b) less the sum of (a) the
Class PO Recoveries with respect to the Related Loan Group for prior
Distribution Dates and (b) the amounts distributed to such Class PO Component
pursuant to Section 5.02(a)(iii) on prior Distribution Dates.

      Class PO Recovery: As to any Distribution Date and Loan Group, the lesser
of (a) (i) in the case of Group 1, the Class PO Deferred Amount for the Class
1-X-PO Component for such Distribution Date, (ii) in the case of Group 2, the
Class PO Deferred Amount for the Class 2-X-


                                     - 10 -



PO Component for such Distribution Date and (iii) in the case of Group 3, the
Class PO Deferred Amount for the Class 3-X-PO Component for such Distribution
Date and (b) an amount equal to the sum, as to each Mortgage Loan in such Loan
Group as to which there has been a Recovery received during the calendar month
preceding the month of such Distribution Date, of the product of (x) the PO
Percentage with respect to such Mortgage Loan and (y) the amount of the Recovery
received during the calendar month preceding the month of such Distribution Date
with respect to such Mortgage Loan.

      Class Unpaid Interest Shortfall: As to any Distribution Date and each
interest-bearing Class (other than the Class X-IO Certificates), the amount by
which the aggregate Class Interest Shortfalls for such Class on prior
Distribution Dates exceeds the amount of interest actually distributed on such
Class on such prior Distribution Dates pursuant to clause (ii) of the definition
of "Interest Distribution Amount." As to any Distribution Date and the Class
X-IO Certificates, the sum of the Component Unpaid Interest Shortfalls for the
Class IO Components.

      Class X-B Certificates: The Class X-B-1, Class X-B-2, Class X-B-3, Class
X-B-4, Class X-B-5 and Class X-B-6 Certificates.

      Closing Date: January 31, 2006.

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

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

      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
calendar month preceding the month of such Distribution Date; provided, however,
that Compensating Interest for any Distribution Date payable by RFC will be
capped at 1/12th of 0.125% of the aggregate Stated Principal Balance of the
Mortgage Loans serviced by RFC (calculated as of the Remittance Date relating to
such Distribution Date).

      Compliance Statement: As defined in Section 3.20.

      Component: Any of the Class IO Components or Class PO Components.

      Component Balance: With respect to any Class PO Component and any date of
determination, the Initial Component Balance of such Component minus the sum of
(i) all distributions of principal made with respect thereto and (ii) all
reductions in the related Component Balance previously allocated thereto
pursuant to Section 5.03(b). The Class IO Components are interest only
Components and have no Component Balance.

      Component Interest Distribution Amount: For any Distribution Date and any
Class IO Component, the sum of (i) the Accrued Component Interest for such
Component and (ii) any Component Unpaid Interest Shortfall for such Component.
The Class PO Components are principal only Components and are not entitled to
distributions of interest.


                                     - 11 -



      Component Interest Shortfall: For any Distribution Date and any Class IO
Component, the amount by which Accrued Component Interest for such Component
exceeds the amount of interest actually distributed on such Component on such
Distribution Date pursuant to clause (i) of the definition of "Component
Interest Distribution Amount."

      Component Notional Amount: As of any Distribution Date, any of the Class
1-X-IO Notional Amount, Class 2-X-IO Notional Amount or Class 3-X-IO Notional
Amount.

      Component Unpaid Interest Shortfall: As to any Distribution Date and any
Class IO Component, the amount by which the aggregate Component Interest
Shortfall for such Component on prior Distribution Dates exceeds the amount of
interest actually distributed on such Component on such prior Distribution Dates
pursuant to clause (ii) of the definition of "Component Interest Distribution
Amount."

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

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

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

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

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

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

      Corporate Trust Office: With respect to the Trustee, the office of the
Trustee, which office at the date of the execution of this instrument is located
at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention:
Corporate Trust Services, BAFC, Series 2006-1, 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


                                     - 12 -



Agreement is conducted, which office at the date of the execution of this
instrument is located at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951,
Attention: Corporate Trust Services - BAFC 2006-1, and for certificate transfer
purposes is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479, Attention: Corporate Trust Services - BAFC 2006-1, 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 Upper-Tier Class, Classes or Component: As to the following
Uncertificated Intermediate Lower-Tier Interests, the Corresponding Upper-Tier
Class, Classes or Component, as follows:



-----------------------------------------------------------------------------------------------------------
UNCERTIFICATED                                             CORRESPONDING UPPER-TIER
INTERMEDIATE LOWER-TIER INTEREST                         CLASS, CLASSES OR COMPONENT
-----------------------------------------------------------------------------------------------------------

Class 1-A-IT1 Interest               Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5,
                                     Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-10,
                                     Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14,
                                     Class 1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19,
                                     Class 1-A-22, Class 1-A-23, Class 1-A-24 and Class 4-A-25
                                     Certificates
-----------------------------------------------------------------------------------------------------------
Class 1-A-IT2 Interest               Class 1-A-20 and Class 1-A-21 Certificates
-----------------------------------------------------------------------------------------------------------
Class 1-A-IT3 Interest               Class 1-A-26, Class 1-A-27 and Class 1-A-28 Certificates
-----------------------------------------------------------------------------------------------------------
Class 1-ITIO Interest                Class 1-IO Component
-----------------------------------------------------------------------------------------------------------
Class 1-ITPO Interest                Class 1-PO Component
-----------------------------------------------------------------------------------------------------------
Class 2-A-IT1 Interest               Class 2-A-1 and Class 2-A-2 Certificates
-----------------------------------------------------------------------------------------------------------
Class 2-ITIO Interest                Class 2-IO Component
-----------------------------------------------------------------------------------------------------------
Class 2-ITPO Interest                Class 2-PO Component
-----------------------------------------------------------------------------------------------------------
Class 3-IT1 Interest                 Class 3-A-1 and Class 3-A-2 Certificates
-----------------------------------------------------------------------------------------------------------
Class 3-ITIO Interest                Class 3-IO Component
-----------------------------------------------------------------------------------------------------------
Class 3-ITPO Interest                Class 3-PO Component
-----------------------------------------------------------------------------------------------------------
Class 3-A-ITR Interest               Class 3-A-R Certificate
-----------------------------------------------------------------------------------------------------------
Class B-IT1 Interest                 Class B-1 Certificates
-----------------------------------------------------------------------------------------------------------



                                     - 13 -





-----------------------------------------------------------------------------------------------------------
UNCERTIFICATED                                             CORRESPONDING UPPER-TIER
INTERMEDIATE LOWER-TIER INTEREST                         CLASS, CLASSES OR COMPONENT
-----------------------------------------------------------------------------------------------------------

Class B-IT2 Interest                 Class B-2 Certificates
-----------------------------------------------------------------------------------------------------------
Class B-IT3 Interest                 Class B-3 Certificates
-----------------------------------------------------------------------------------------------------------
Class B-IT4 Interest                 Class B-4 Certificates
-----------------------------------------------------------------------------------------------------------
Class B-IT5 Interest                 Class B-5 Certificates
-----------------------------------------------------------------------------------------------------------
Class B-IT6 Interest                 Class B-6 Certificates
-----------------------------------------------------------------------------------------------------------
Class X-B-IT1 Interest               Class X-B-1 Certificates
-----------------------------------------------------------------------------------------------------------
Class X-B-IT2 Interest               Class X-B-2 Certificates
-----------------------------------------------------------------------------------------------------------
Class X-B-IT3 Interest               Class X-B-3 Certificates
-----------------------------------------------------------------------------------------------------------
Class X-B-IT4 Interest               Class X-B-4 Certificates
-----------------------------------------------------------------------------------------------------------
Class X-B-IT5 Interest               Class X-B-5 Certificates
-----------------------------------------------------------------------------------------------------------
Class X-B-IT6 Interest               Class X-B-6 Certificates
-----------------------------------------------------------------------------------------------------------


      Counterparty: BANA.

      Crossed Groups: Loan Group 1 and Loan Group 3.

      Crossed Group Aggregate Subordinate Percentage: As to any Distribution
Date, the aggregate Class Certificate Balance of the X-B Certificates divided by
the aggregate Pool Stated Principal Balance (Non-PO Portion) for Loan Group 1
and Loan Group 3.

      Crossed Group Total Senior Percentage: With respect to any Distribution
Date, the percentage, carried six places rounded up, obtained by dividing (x)
the aggregate Class Certificate Balance of the Group 1 Senior Certificates and
the Group 3 Senior Certificates by (y) the aggregate Pool Stated Principal
Balance (Non-PO Portion) for Loan Group 1 and Loan Group 3 with respect to such
Distribution Date.

      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.


                                     - 14 -



      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: January 1, 2006.

      Cut-off Date Pool Principal Balance: For each Loan Group, the aggregate of
the Cut-off Date Principal Balances of the Mortgage Loans in such Loan Group
which is $267,328,659 for Loan Group 1, $114,603,544 for Loan Group 2 and
$100,211,992 for Loan Group 3.

      Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.

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

      Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became the
subject of a Debt Service Reduction.

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

      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


                                     - 15 -



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.

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

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

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

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

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

      Discount Mortgage Loan: Any Group 1 Discount Mortgage Loan, Group 2
Discount Mortgage Loan or Group 3 Discount Mortgage Loan.

      Distribution Date: The 25th day of each month beginning in February 2006
(or, if such day is not a Business Day, the next Business Day).

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

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

      EDGAR: 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 of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee, the Securities Administrator and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that


                                     - 16 -



is superior to claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained, or (iii) a
trust account or accounts maintained with the trust department of a federal or
state chartered depository institution or trust company (including the Trustee
and the Securities Administrator), acting in its fiduciary capacity or (iv) any
other account acceptable to each Rating Agency. Eligible Accounts may bear
interest and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee or the Securities Administrator.

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

      ERISA Restricted Certificates: Any of the Class 3-A-R, Class B-4, Class
B-5, Class B-6, Class X-B-4, Class X-B-5 and Class X-B-6 Certificates.

      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 Funds: With respect to the Reserve Fund and for any Distribution
Date, the amount by which (a) the Yield Maintenance Agreement Payments for prior
Distribution Dates and any other amounts deposited in the Reserve Fund exceed
(b) the amount actually paid from the Reserve Fund with respect to (i) Yield
Maintenance Amounts for such prior Distribution Dates and (ii) Yield Maintenance
Amount Shortfalls for such prior Distribution Dates.

      Excess Proceeds: With respect to any Liquidated Mortgage Loan, the amount,
if any, by which the sum of any Liquidation Proceeds of such Mortgage Loan
received in the calendar month in which such Mortgage Loan became a Liquidated
Mortgage Loan, net of any amounts previously reimbursed to the applicable
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iv), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which 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.

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

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


                                     - 17 -



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

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

      Fitch: Fitch Ratings, or any successor thereto.

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

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

      GMACM: GMAC Mortgage Corporation, in its capacity as Servicer under the
GMACM Servicing Agreement.

      GMACM Servicing Agreement: Collectively, the Master Flow Sale and
Servicing Agreement, dated as of August 1, 2003, by and between BANA and GMACM,
as amended by (i) that certain Global Amendment to Sale and Servicing
Agreements, dated as of September 1, 2005, by and among GMACM, BAMCC and BANA,
(ii) that certain Regulation AB Compliance Addendum to the Master Flow Sale and
Servicing Agreement, dated as of January 1, 2006, by and between GMACM and BANA
and (iii) the Assignment, Assumption and Recognition Agreement, dated January
31, 2006, by and among BANA, the Depositor, the Trustee, the Master Servicer and
GMACM.

      Group: Any of Group 1, Group 2 or Group 3.

      Group 1: The Group 1 Senior Certificates, the Class 1-X-IO Component and
the Class 1-X-PO Component.

      Group 1 Discount Mortgage Loan: Any Group 1 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 5.750% per
annum.

      Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-1 hereto.

      Group 1 Premium Mortgage Loan: Any Group 1 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
5.750% per annum.

      Group 1 Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9,
Class 1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class
1-A-15, Class 1-A-16, Class 1-A-17, Class 1-A-18, Class 1-A-19, Class 1-A-20,
Class 1-A-21, Class 1-A-22, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class
1-A-26, Class 1-A-27 and Class 1-A-28 Certificates.

      Group 2: The Group 2 Senior Certificates, the Class 2-X-IO Component and
the Class 2-X-PO Component.


                                     - 18 -



      Group 2 Discount Mortgage Loan: Any Group 2 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 5.500% per
annum.

      Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-2 hereto.

      Group 2 Premium Mortgage Loan: Any Group 2 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
5.500% per annum.

      Group 2 Senior Certificates: The Class 2-A-1 and Class 2-A-2 Certificates.

      Group 2 Total Senior Percentage: With respect to any Distribution Date,
the percentage, carried six places rounded up, obtained by dividing (x) the
aggregate Class Certificate Balance of the Group 2 Senior Certificates by (y)
the aggregate Pool Stated Principal Balance (Non-PO Portion) for Loan Group 2
with respect to such Distribution Date.

      Group 3: The Group 3 Senior Certificates, the Class 3-X-IO Component and
the Class 3-X-PO Component.

      Group 3 Discount Mortgage Loan: Any Group 3 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is less than 5.500% per
annum.

      Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit D-3 hereto.

      Group 3 Premium Mortgage Loan: Any Group 3 Mortgage Loan with a Net
Mortgage Interest Rate as of the Cut-off Date that is greater than or equal to
5.500% per annum.

      Group Subordinate Amount: For any Distribution Date and any Loan Group is
equal to the excess of the Pool Principal Balance (Non-PO Portion) for such Loan
Group over the aggregate class balance of the Senior Certificates of such Group
immediately prior to such date.

      Holder: A Certificateholder.

      Independent: When used with respect to any specified Person means such a
Person who (i) is in fact independent of the Depositor, the 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.

      Initial Class Certificate Balance: As to each Class of Certificates (other
than the Class 1-A-21, Class 1-A-26 and Class X-IO Certificates), the Class
Certificate Balance set forth in the Preliminary Statement. The Class 1-A-21,
Class 1-A-26 and Class X-IO Certificates are Interest Only Certificates and have
no Initial Class Certificate Balance.

      Initial Component Balance: As to each Class PO Component, the Component
Balance set forth in the Preliminary Statement.


                                     - 19 -



      Initial Notional Amount: As to each Class of Interest Only Certificates,
the Notional Amount set forth in the Preliminary Statement.

      Insurance Policy: With respect to any Mortgage Loan included in the Trust
Estate, any Primary Mortgage Insurance Policy or any other insurance policy
(including any policy covering any Mortgage Loan or Mortgaged Property,
including without limitation, any hazard insurance policy required pursuant to
Section 3.12, any title insurance policy described in Section 2.01 and any
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 each Class of
interest-bearing Certificates (other than the Class X-IO Certificates) and each
Class IO Component, the period from and including the first day of the calendar
month preceding the calendar month of such Distribution Date to but not
including the first day of the calendar month of such Distribution Date.

      Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class (other than the Class X-IO Certificates) and each Class
IO Component, the sum of (i) the Accrued Certificate Interest or Accrued
Component Interest, subject to reduction pursuant to Section 5.02(c) and (ii)
any Class Unpaid Interest Shortfall for such Class or Component Unpaid Interest
Shortfall for such Component.

      Interest Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class 1-A-21,
Class 1-A-26 and Class X-IO Certificates are the only Classes of Interest Only
Certificates.

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

      Intermediate Lower-Tier Distribution Amount: As defined in Section
5.02(a).

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

      LIBOR: As to any Distribution Date, the arithmetic mean of the London
Interbank offered rate quotations for one-month U.S. Dollar deposits, as
determined by the Securities Administrator in accordance with Section 5.09.


                                     - 20 -



      LIBOR Business Day: Any Business Day on which banks are open for dealing
in foreign currency and exchange in London, England and the City of New York.

      LIBOR Certificates: Any of the Class 1-A-20 or Class 1-A-21 Certificates.

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

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

      Loan Group: Any of Loan Group 1, Loan Group 2 or Loan Group 3.

      Loan Group 1: The Group 1 Mortgage Loans.

      Loan Group 2: The Group 2 Mortgage Loans.

      Loan Group 3: The Group 3 Mortgage Loans.

      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(a).

      Lower-Tier Distribution Amount: As defined in Section 5.02(a).

      Lower-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Mortgage Loans, such amounts as shall from time to time be
held in the Certificate Account (other than amounts held in respect of the
Intermediate Lower-Tier Certificate Sub-Account or the Upper-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.

      Lower-Tier REMICs: The Lower-Tier REMIC and the Intermediate Lower-Tier
REMIC.

      Master Servicer: Wells Fargo Bank, N.A., and its successors-in-interest
and, if a successor master servicer is appointed hereunder, such successor, as
master servicer.


                                     - 21 -



      Master Servicer Custodial Account: The Eligible Account created and
maintained by the Master Servicer pursuant to Section 3.09 in the name of the
Master Servicer for the benefit of the Certificateholders and designated "Wells
Fargo Bank, N.A., as Master Servicer, in trust for the registered holders of
Banc of America Funding Corporation Mortgage Pass-Through Certificates, Series
2006-1."

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

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

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

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

      Monthly Payment: The scheduled monthly payment on a Mortgage Loan due on
any Due Date allocable to principal and/or interest on such Mortgage Loan which,
unless otherwise specified herein, shall give effect to any related Debt Service
Reduction and any Deficient Valuation that affects the amount of the monthly
payment due on such Mortgage Loan.

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

      Moody's: Moody's Investors Service, Inc., or any successor thereto.

      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 Mortgage Loan, the per annum rate of
interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note.


                                     - 22 -



      Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated January 31, 2006, 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 to reflect the addition of Substitute Mortgage
Loans and the deletion of Defective Mortgage Loans pursuant to the provisions of
this Agreement) transferred to the Trustee as part of the Trust Estate and from
time to time subject to this Agreement, attached hereto as Exhibit D-1, Exhibit
D-2 and Exhibit D-3, setting forth the following information with respect to
each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) a code
indicating whether the Mortgaged Property is owner-occupied; (iii) the property
type for each Mortgaged Property; (iv) the original months to maturity or the
remaining months to maturity from the Cut-off Date; (v) the Loan-to-Value Ratio
at origination; (vi) the Mortgage Interest Rate; (vii) the date on which the
first Monthly Payment was due on the Mortgage Loan, and, if such date is not the
Due Date currently in effect, such Due Date; (viii) the stated maturity date;
(ix) the amount of the Monthly Payment as of the Cut-off Date; (x) the
paid-through date; (xi) the original principal amount of the Mortgage Loan;
(xii) the principal balance of the Mortgage Loan as of the close of business on
the Cut-off Date, after application of payments of principal due on or before
the Cut-off Date, whether or not collected, and after deduction of any payments
collected of scheduled principal due after the Cut-off Date; (xiii) a code
indicating the purpose of the Mortgage Loan; (xiv) a code indicating the
documentation style; (xv) a code indicating the initial Servicer; (xvi) the
Appraised Value; (xvii) the closing date of the Mortgage Loan; and (xviii) a
code indicating whether the Mortgage Loan has a prepayment premium. 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.

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

      Mortgagor: The obligor on a Mortgage Note.

      National City Mortgage: National City Mortgage Co.

      National City Mortgage Servicing Agreement: Collectively, the Master
Sponsor's Warranties and Servicing Agreement, dated as of September 1, 2003, by
and between BANA (as successor in interest to BAMCC) and National City Mortgage,
as amended by (i) Amendment No. 1, dated as of July 1, 2004, by and among BAMCC,
National City Mortgage and BANA,


                                     - 23 -



(ii) the Master Assignment, Assumption and Recognition Agreement, dated as of
July 1, 2004, by and among BAMCC, National City Mortgage, BANA and Wachovia
Bank, National Association, (iii) Amendment No. 2, dated as of October 1, 2004,
by and between National City Mortgage and BANA, (iv) Amendment No. 3, dated as
of August 11, 2005, by and between National City Mortgage and BANA, (v) that
certain Regulation AB Compliance Addendum to the Master Sponsor's Warranties and
Servicing Agreement, dated as of January 1, 2006, by and between National City
Mortgage and BANA, (vi) those certain Assignment and Conveyance Agreements,
dated October 5, 2005, October 20, 2005 and December 20, 2005 and (vii) the
Assignment Assumption and Recognition Agreement, dated January 31, 2006, by and
among BANA, the Depositor, the Trustee and National City Mortgage.

      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
Servicing Fee Rate for such Mortgage Loan.

      Non-PO Percentage: As to any Discount Mortgage Loan, a fraction (expressed
as a percentage), the numerator of which is the Net Mortgage Interest Rate as of
the Cut-off Date of such Discount Mortgage Loan and the denominator of which is
5.750% for each Group 1 Discount Mortgage Loan, 5.500% for each Group 2 Mortgage
Loan and 5.500% for each Group 3 Mortgage Loan. As to any Mortgage Loan that is
not a Discount Mortgage Loan, 100%.

      Non-PO Principal Amount: As to any Distribution Date and Loan Group, the
sum of (i) the sum of the applicable Non-PO Percentage of (a) the principal
portion of each Monthly Payment due on each Mortgage Loan in such Loan Group on
the related Due Date (net of unreimbursed Advances and other amounts as to which
the related Servicer is entitled to be reimbursed pursuant to the applicable
Servicing Agreement), (b) the Stated Principal Balance, as of the date of
repurchase, of (i) each Mortgage Loan in such Loan Group that was repurchased by
a Servicer pursuant to the applicable Servicing Agreement as of such
Distribution Date, (ii) each Mortgage Loan in such Loan Group repurchased by the
Sponsor pursuant to the Mortgage Loan Purchase Agreement or a Purchase
Obligation as of such Distribution Date, (iii) each Mortgage Loan in such Loan
Group repurchased by the Depositor pursuant to Section 2.04 or (iv) each
Mortgage Loan in such Loan Group purchased by the Master Servicer pursuant to
Section 10.01, (c) any Substitution Adjustment Amount (net of unreimbursed
Advances and other amounts as to which the related Servicer is entitled to be
reimbursed pursuant to the applicable Servicing Agreement) in connection with a
Defective Mortgage Loan in such Loan Group received during the calendar month
preceding the month of such Distribution Date, (d) any Liquidation Proceeds
allocable to recoveries of principal of Mortgage Loans in such Loan Group that
are not yet Liquidated Mortgage Loans received by a Servicer during the calendar
month preceding the month of such Distribution Date, (e) with respect to each
Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during
the calendar month preceding the month of such Distribution Date, the amount of
Liquidation Proceeds (excluding Excess Proceeds) allocable to principal received
by a Servicer with respect to such Mortgage Loan during such period and (f) with
respect to each Mortgage Loan, all Principal Prepayments on the Mortgage Loans
in such Loan Group received by a Servicer during the calendar month preceding
the month of such Distribution Date; and (ii) the Non-PO Recovery with respect
to such Loan Group for such Distribution Date.


                                     - 24 -



      Non-PO Recovery: As to any Distribution Date and Loan Group, the amount of
all Recoveries received with respect to such Loan Group during the calendar
month preceding the month of such Distribution Date less the Class PO Recovery
with respect to such Loan Group for such Distribution Date.

      Non-Supported Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls exceeds
the aggregate Compensating Interest for such Distribution Date.

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

      Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the applicable Servicer will
not or, in the case of a proposed Advance, would not be ultimately recoverable
from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or
other recoveries in respect of the related Mortgage Loan.

      Notional Amount: With respect to (a) the Class 1-A-21 Certificates and any
date of determination, the Class 1-A-21 Notional Amount, (b) the Class 1-A-26
Certificates and any date of determination, the Class 1-A-26 Notional Amount and
(c) the Class X-IO Certificates and any date of determination, the Class X-IO
Notional Amount.

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

      Offered Certificates: The Senior, Class B-1, Class B-2, Class B-3, Class
X-B-1, Class X-B-2 and Class X-B-3 Certificates.

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

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

      Original Fractional Interest: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:

                     Class B-1                 1.41%

                     Class B-2                 0.80%


                                     - 25 -



                     Class B-3                 0.50%

                     Class B-4                 0.30%

                     Class B-5                 0.15%

                     Class B-6                 0.00%

                     Class X-B-1               1.48%

                     Class X-B-2               0.92%

                     Class X-B-3               0.56%

                     Class X-B-4               0.36%

                     Class X-B-5               0.20%

                     Class X-B-6               0.00%

      Original Subordinate Certificate Balance: $17,392,181.

      OTS: The Office of Thrift Supervision.

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

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

      PAC Certificates: The Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-13,
Class 1-A-14, Class 1-A-23, Class 1-A-24, Class 1-A-25, Class 1-A-27 and Class
1-A-28 Certificates.

      PAC Group I: The Class 1-A-23, Class 1-A-24, Class 1-A-25, Class 1-A-27
and Class 1-A-28 Certificates.

      PAC Group I Principal Amount: As to any Distribution Date and PAC Group I,
the amount, if any, that would reduce the aggregate Class Certificate Balance of
PAC Group I to the applicable balance shown in the applicable table set forth in
Exhibit O with respect to such Distribution Date.

      PAC Group II: The Class 1-A-7, Class 1-A-8, Class 1-A-9, Class 1-A-13,
Class 1-A-14 Certificates.


                                     - 26 -



      PAC Group II Principal Amount: As to any Distribution Date and PAC Group
II, the amount, if any, that would reduce the aggregate Class Certificate
Balance of PAC Group II to the applicable balance shown in the applicable table
set forth in Exhibit O with respect to such Distribution Date.

      Pass-Through Rate: As to each Class of interest-bearing Certificates and
each interest-bearing Component, the per annum rate set forth or described in
the Preliminary Statement.

      Payahead Amount: As to any Distribution Date and Mortgage Loan, early
prepayments of scheduled installments of principal and interest made by a
Mortgagor during the calendar month preceding the month of such Distribution
Date that are intended by such Mortgagor to be applied on subsequent Due Dates.

      Paying Agent: As defined in Section 9.13.

      Percentage Interest: As to any Certificate, the percentage obtained by
dividing the initial Certificate Balance of such Certificate (or the initial
notional amount for the Class 1-A-21, Class 1-A-26 and Class X-IO Certificates)
by the Initial Class Certificate Balance or Initial Notional Amount, as
applicable, of the Class of which such Certificate is a part.

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

      Permitted Investments: One or more of the following:

            (i)     obligations of or guaranteed as to principal and interest by
      the United States, Freddie Mac, Fannie Mae 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 Freddie Mac or Fannie Mae 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 "F1" 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 "F1" by Fitch and "A-1+" by S&P;


                                     - 27 -



            (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 "F1" 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 (if rated by Fitch) and "AAAm
      G" by S&P or otherwise approved in writing by each Rating Agency; and

            (vi)    other obligations or securities that are acceptable to each
      Rating Agency and, as evidenced by an Opinion of Counsel obtained by the
      Master Servicer or Securities Administrator, as the case may be, will not
      affect the qualification of the Trust Estate as three separate REMICs;

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

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

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

      PHH: PHH Mortgage Corporation, or its successor in interest.

      PHH Servicing Agreement: Collectively, the Mortgage Loan Flow Purchase,
Sale and Servicing Agreement, dated as of August 1, 2005, by and among BANA, as
purchaser, PHH, as a seller and servicer, and Bishop's Gate Residential Mortgage
Trust, as a seller, (ii) Amendment No. 1, dated as of October 17, 2005, by and
among BANA, PHH and Bishop's Gate Residential Mortgage Trust, (iii) that certain
Regulation AB Compliance Addendum, dated as of January 1,


                                     - 28 -



2006, by and between BANA and PHH, (iv) the related Warranty Bill of Sale, dated
August 31, 2005, and (v) the Assignment, Assumption and Recognition Agreement,
dated January 31, 2006, among BANA, the Depositor, the Master Servicer, the
Trustee, PHH and Bishop's Gate Residential Mortgage Trust.

      Physical Certificates: The Class 3-A-R, Class B-4, Class B-5, Class B-6,
Class X-B-4, Class X-B-5 and Class X-B-6 Certificates.

      Plan: As defined in Section 6.02(e).

      Pool Distribution Amount: As to any Distribution Date and Loan Group, the
excess of (a) the sum of (i) the aggregate of (A) the interest portion of any
Monthly Payment on a Mortgage Loan in such Loan Group and the principal portion
of any Monthly Payment on a Mortgage Loan in such Loan Group due on the Due Date
in the month in which such Distribution Date occurs and which is received prior
to the related Determination Date and (B) all Periodic Advances made by a
Servicer (or the Master Servicer or the Trustee, as applicable) in respect of
such Loan Group and payments of Compensating Interest allocable to such Loan
Group made by the applicable Servicer in respect of such Loan Group and such
Distribution Date deposited to the Master Servicer Custodial Account pursuant to
Section 3.09(e)(iii); (ii) all Liquidation Proceeds (other than Excess Proceeds)
received on the Mortgage Loans in such Loan Group during the calendar month
preceding the month of such Distribution Date and deposited to the Master
Servicer Custodial Account pursuant to Section 3.09(e)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans in such Loan Group during the
calendar month preceding the month of such Distribution Date and deposited to
the Master Servicer Custodial Account pursuant to Section 3.09(e)(i) during such
period; (iv) in connection with any Mortgage Loans that are Defective Mortgage
Loans in such Loan Group, the aggregate of the Purchase Prices and Substitution
Adjustment Amounts remitted on the related Remittance Date pursuant to Section
3.09(e)(vii); (v) any other amounts in the Master Servicer Custodial Account
deposited therein pursuant to Section 3.09(e)(iv), (v), (viii), (ix), and (x) in
respect of such Distribution Date and such Loan Group; (vi) any Reimbursement
Amount required to be included pursuant to Section 5.02(a); and (vii) any Non-PO
Recovery with respect to such Distribution Date and Loan Group over (b) any
amounts permitted to be withdrawn from the Master Servicer Custodial Account
pursuant to clauses (i) through (viii), inclusive, of Section 3.11(a) in respect
of such Loan Group.

      Pool Stated Principal Balance: As to any Distribution Date and Loan Group,
the aggregate Stated Principal Balance of all Mortgage Loans in such Loan Group
that were Outstanding Mortgage Loans immediately following the Due Date in the
month preceding the month in which such Distribution Date occurs.

      Pool Stated Principal Balance (Non-PO Portion): As to any Distribution
Date and Loan Group, the sum of the product, for each Mortgage Loan of such Loan
Group, of (a) the Non-PO Percentage of such Mortgage Loan multiplied by (b) the
Stated Principal Balance of such Mortgage Loan that was an Outstanding Mortgage
Loan immediately following the Due Date in the month preceding the month in
which such Distribution Date occurs.


                                     - 29 -



      PO Percentage: As to any Discount Mortgage Loan, 100% minus the Non-PO
Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.

      PO Principal Amount: As to any Distribution Date and Loan Group, (i) the
sum of the applicable PO Percentage of (a) the principal portion of each Monthly
Payment (net of unreimbursed Advances and other amounts as to which the related
Servicer is entitled to be reimbursed pursuant to the applicable Servicing
Agreement) due on each Mortgage Loan in such Loan Group on the related Due Date;
(b) the Stated Principal Balance, as of the date of repurchase, of (i) each
Mortgage Loan in such Loan Group that was repurchased by a Servicer pursuant to
the applicable Servicing Agreement as of such Distribution Date, (ii) each
Mortgage Loan in such Loan Group repurchased by the Sponsor pursuant to the
Mortgage Loan Purchase Agreement or a Purchase Obligation as of such
Distribution Date, (iii) each Mortgage Loan in such Loan Group repurchased by
the Depositor pursuant to Section 2.04, or (iv) each Mortgage Loan in each Loan
Group purchased by the Master Servicer pursuant to Section 10.01; (c) any
Substitution Adjustment Amount (net of unreimbursed Advances and other amounts
as to which the related Servicer is entitled to be reimbursed pursuant to the
applicable Servicing Agreement)in connection with any Defective Mortgage Loan in
such Loan Group received with respect to such Distribution Date; (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans in
such Loan Group that are not yet Liquidated Mortgage Loans received by a
Servicer during the calendar month preceding the month of such Distribution
Date; (e) with respect to each Mortgage Loan in such Loan Group that became a
Liquidated Mortgage Loan during the calendar month preceding the month of such
Distribution Date, the amount of Liquidation Proceeds (excluding Excess
Proceeds) allocable to principal received by a Servicer with respect to such
Mortgage Loan during such period; and (f) all Principal Prepayments on the
Mortgage Loans in such Loan Group received by a Servicer during the calendar
month preceding the month of such Distribution Date; and (ii) the Class PO
Recovery with respect to such Loan Group for such Distribution Date.

      Premium Mortgage Loan: Any Group 1 Premium Mortgage Loan, Group 2 Premium
Mortgage Loan and Group 3 Premium Mortgage Loan.

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

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

      Principal Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class X-PO
Certificates are the only Principal Only Certificates.


                                     - 30 -



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

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

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

      Pro Rata Share: As to any Distribution Date and any Class of Subordinate
Certificates that is not a Restricted Class, the portion of the Subordinate
Principal Distribution Amounts allocable to such Class, equal to the product of
the Subordinate Principal Distribution Amounts for such Distribution Date and a
fraction, the numerator of which is the related Class Certificate Balance
thereof and the denominator of which is the aggregate Class Certificate Balance
of the Subordinate Certificates that are not Restricted Classes. The Pro Rata
Share of a Restricted Class shall be 0%.

      Purchase Obligation: An obligation of the 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 Section 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
Servicing Fee for such Mortgage Loan.

      Rate Determination Date: As to any Class of LIBOR Certificates, the second
LIBOR Business Day prior to the beginning of the applicable Interest Accrual
Period for such Class and such Distribution Date.

      Rating Agency: Each of Fitch and Moody's. If either 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


                                     - 31 -



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

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

      Record Date: The last day of the month (or, if such day is not a Business
Day, the preceding Business Day) preceding the month of the related Distribution
Date.

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

      Regular Certificates: As defined in the Preliminary Statement hereto.

      Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. ss.ss.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 Red. Reg. 1,506, 1,531 (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.

      Related Group: For Loan Group 1, Group 1, for Loan Group 2, Group 2 and
for Loan Group 3, Group 3.

      Related Loan Group: For Group 1, Loan Group 1, for Group 2, Loan Group 2
and for Group 3, Loan Group 3.

      Relevant Servicing Criteria: The Servicing Criteria applicable to the
various parties, as set forth on Exhibit Q attached hereto. 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


                                     - 32 -



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

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

      REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code. The Reserve Fund and the Yield Maintenance Agreement
will not be assets of any REMIC created hereunder.

      REMIC Certificate Maturity Date: The "latest possible maturity date" of
the Regular Certificates as that term is defined in Section 2.07.

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

      Remittance Date: The 18th day of each month beginning in February 2006
(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 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, as the case may be, substantially in the
form attached hereto as Exhibit E.

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


                                     - 33 -



      Reserve Fund: The Eligible Account created and maintained by the
Securities Administrator pursuant to Section 3.09(d) in the name of the
Securities Administrator, on behalf of the Trustee, for the benefit of the
Holders of the Class 1-A-20 Certificates and designated "Wells Fargo Bank, N.A.,
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 2006-1." Amounts on deposit in the Reserve
Fund shall not be invested. The Reserve Fund shall not be an asset of any REMIC
formed under this Agreement.

      Residual Certificate: The Class 3-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 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.

      Restricted Classes: As defined in Section 5.02(d).

      RFC: Residential Funding Corporation, in its capacity as Servicer under
the RFC Servicing Agreement.

      RFC Servicing Agreement: Collectively, (i) the Standard Terms and
Provisions of Sale and Servicing Agreement, dated as of November 1, 2004, by and
between BANA and RFC, (ii) that certain Reference Agreement, dated July 1, 2005,
by and between RFC and BANA, (iii) that certain Reference Agreement, dated July
1, 2005, by and between RFC and BANA, (iv) that certain Reference Agreement
(WH25A), dated September 1, 2005, by and between RFC and BANA, (v) that certain
Reference Agreement (WH25B), dated as of September 1, 2005, by and between RFC
and BANA, (vi) that certain Reference Agreement, dated October 1, 2005, by and
between RFC and BANA, (vii) that certain Regulation AB Compliance Addendum,
dated as of January 1, 2006, by and between RFC and BANA and (viii) the
Assignment, Assumption and Recognition Agreement, dated January 31, 2006, by and
among BANA, the Depositor, the Trustee, the Master Servicer and RFC.

      Sarbanes-Oxley Certification: As defined in Section 3.22(e).

      Securities Administrator: Wells Fargo Bank, N.A., and its
successors-in-interest and, if a successor securities administrator is appointed
hereunder, such successor, as securities administrator.

      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 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-A-9, Class
1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-13, Class 1-A-14, Class 1-A-15,
Class 1-A-16, Class 1-A-17, Class 1-A-18,


                                     - 34 -



Class 1-A-19, Class 1-A-20, Class 1-A-21, Class 1-A-22, Class 1-A-23, Class
1-A-24, Class 1-A-25, Class 1-A-26, Class 1-A-27, Class 1-A-28, Class 2-A-1,
Class 2-A-2, Class 3-A-1, Class 3-A-2, Class 3-A-R, Class X-IO and Class X-PO
Certificates.

      Senior Credit Support Depletion Date: The date on which (i) with respect
to the Group 1 Senior Certificates and the Group 3 Senior Certificates, the
aggregate Class Certificate Balance of the Class X-B Certificates has been
reduced to zero and (ii) with respect to the Group 2 Senior Certificates, the
aggregate Class Certificate Balance of the Class B Certificates has been reduced
to zero.

      Senior Percentage: With respect to any Distribution Date and Loan Group,
the percentage, carried to six places rounded up, obtained by dividing (i) the
sum of the aggregate Class Certificate Balance of the Senior Certificates of the
Related Group immediately prior to such Distribution Date, by (ii) the Pool
Stated Principal Balance (Non-PO Portion) of such Loan Group for such
Distribution Date.

      Senior Prepayment Percentage: For any Distribution Date and Loan Group
during the five (5) years beginning on the first Distribution Date, 100%. The
Senior Prepayment Percentage for any Loan Group and for any Distribution Date
occurring on or after the fifth anniversary of the first Distribution Date will,
except as provided herein, be as follows: for any Distribution Date in the first
(1st) year thereafter, the Senior Percentage for such Loan Group plus 70% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the second (2nd) year thereafter, the Senior Percentage for
such Loan Group plus 60% of the Subordinate Percentage for such Loan Group for
such Distribution Date; for any Distribution Date in the third (3rd) year
thereafter, the Senior Percentage for such Loan Group plus 40% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the fourth (4th) year thereafter, the Senior Percentage for
such Loan Group plus 20% of the Subordinate Percentage for such Loan Group for
such Distribution Date; and for any Distribution Date in the fifth (5th) or
later years thereafter, the Senior Percentage for such Loan Group for such
Distribution Date (unless on any of the foregoing Distribution Dates, the
applicable Total Senior Percentage exceeds the initial Total Senior Percentage
applicable for each Loan Group, in which case the Senior Prepayment Percentage
for each Loan Group for such Distribution Date will once again equal 100%).
Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage
for a Loan Group will occur unless both of the Senior Step Down Conditions are
satisfied.

      Senior Principal Distribution Amount: As to any Distribution Date and Loan
Group, the sum of (i) the Senior Percentage for such Loan Group of the
applicable Non-PO Percentage of the amounts described in clauses (i)(a) through
(d) of the definition of "Non-PO Principal Amount" for such Distribution Date
and Loan Group and (ii) the Senior Prepayment Percentage for such Loan Group of
(1) the applicable Non-PO Percentage of the amounts described in clauses (i)(e)
and (f) and (2) the amount described in clause (ii) of the definition of "Non-PO
Principal Amount" for such Distribution Date and Loan Group.

      Senior Step Down Conditions: As of any Distribution Date and as to which
any decrease in the Senior Prepayment Percentage for a Loan Group applies, (i)
the outstanding principal balance of, in the case of Loan Group 1 and Loan Group
3, all Group 1 Mortgage Loans and


                                     - 35 -



Group 3 Mortgage Loans, and in the case of Loan Group 2, all Group 2 Mortgage
Loans (including, for this purpose, any Mortgage Loans in foreclosure, any REO
Property and any Mortgage Loan for which the Mortgagor has filed for bankruptcy
after the Closing Date) delinquent 60 days or more (averaged over the preceding
six month period), as a percentage of the aggregate Class Certificate Balance
of, in the case of Loan Group 1 and Loan Group 3, the Class X-B Certificates
and, in the case of the Loan Group 2, the Class B Certificates, is not equal to
or greater than 50% or (ii) cumulative Realized Losses with respect to such
Mortgage Loans as of the applicable Distribution Date do not exceed the
percentages of the Original Subordinate Certificate Balance set forth below:

                                                        PERCENTAGE OF
                                                     ORIGINAL SUBORDINATE
      DISTRIBUTION DATE OCCURRING                    CERTIFICATE BALANCE
      ---------------------------------------     ------------------------

      February 2011 through January 2012                     30%

      February 2012 through January 2013                     35%

      February 2013 through January 2014                     40%

      February 2014 through January 2015                     45%

      February 2015 and thereafter                           50%

      Servicer: Any of BANA, GMACM, National City Mortgage, PHH, RFC, SunTrust,
Washington Mutual or Wells Fargo Bank, each in their capacity as a servicer of
the Mortgage Loans, or any successor servicer appointed as herein provided.

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

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

      Servicing Agreements: Any of the BANA Servicing Agreement, GMACM Servicing
Agreement, the National City Mortgage Servicing Agreement, the PHH Servicing
Agreement, the RFC Servicing Agreement, the SunTrust Servicing Agreement, the
Washington Mutual Servicing Agreement and the Wells Fargo 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.


                                     - 36 -



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

      Servicing Function Participant: Any Subcontractor utilized by the Master
Servicer, the Securities Administrator or the Custodian that is "participating
in the servicing function" 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).

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

      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, the unpaid
principal balance of such Mortgage Loan as of such date as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any moratorium or similar waiver or
grace period) after giving effect to any previous partial Principal Prepayments
and Liquidation Proceeds allocable to principal (other than with respect to any
Liquidated Mortgage Loan) and to the payment of principal due on such Due Date
and irrespective of any delinquency in payment by the related Mortgagor, and
after giving effect to any Deficient Valuation.

      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.

      Subordinate Balance Ratio: As of any date of determination, the ratio
among the principal balances of the Class 1-LS Interest and the Class 3-LS
Interest to the ratio of the Group Subordinate Amounts of Loan Group 1 and Loan
Group 3.

      Subordinate Certificates: The Class B and Class X-B Certificates.


                                     - 37 -



      Subordinate Percentage: As of any Distribution Date and Loan Group, 100%
minus the Senior Percentage for such Loan Group for such Distribution Date.

      Subordinate Prepayment Percentage: As to any Distribution Date and Loan
Group, 100% minus the Senior Prepayment Percentage for such Loan Group and such
Distribution Date.

      Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the sum of (i) the
Subordinate Percentage for such Loan Group of the applicable Non-PO Percentage
of the amounts described in clauses (i)(a) through (d) of the definition of
"Non-PO Principal Amount" for such Distribution Date and Loan Group and (ii) the
Subordinate Prepayment Percentage for such Loan Group of the applicable Non-PO
Percentage of the amounts described in clauses (i)(e)and (f) and (2) the amount
described in clause (ii) of the definition of "Non-PO Principal Amount" for such
Distribution Date and Loan Group.

      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 a remaining term to maturity not greater than (and not more than one
(1) year less than) that of the Defective Mortgage Loan; (viii) have the same
lien priority as the Defective Mortgage Loan; and (ix) comply with each Mortgage
Loan representation and warranty set forth in the Mortgage Loan Purchase
Agreement, the Servicing Agreements and this Agreement. More than one Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if such
Substitute Mortgage Loans meet the foregoing attributes in the aggregate.

      Substitution Adjustment Amount: As defined in Section 2.02.

      SunTrust: SunTrust Mortgage, Inc.

      SunTrust Servicing Agreement: Collectively, the Flow Sale and Servicing
Agreement, dated as of February 1, 2004, by and between BANA (as successor to
BAMCC) and SunTrust, as amended by (i) Amendment No. 1, dated as of June 1,
2004, and Amendment No. 2, dated as of November 1, 2004, by and between BANA and
SunTrust, (ii) the Master Assignment, Assumption and Recognition Agreement,
dated September 1, 2004, by and between BANA (as successor to BAMCC) and
SunTrust, (iii) 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, (iv) that certain Memorandum of Sale, dated as of November 22, 2005
and (v) the Assignment, Assumption and Recognition Agreement, dated January 31,
2006, among BANA, BAFC, the Trustee, the Master Servicer and SunTrust.

      TAC Certificates: The Class 1-A-20 Certificates.

      TAC Principal Amount: As to any Distribution Date and the TAC
Certificates, the amount, if any, that would reduce the Class Certificate
Balance of the TAC Certificates to the


                                     - 38 -



applicable balance shown in the applicable table set forth in Exhibit O with
respect to such 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
ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.

      Total Senior Percentage: Either the Crossed Group Total Senior Percentage
or the Group 2 Total Senior Percentage.

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

      Trust: The trust created by this Agreement, which shall be named the "Banc
of America Funding 2006-1 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 three REMIC elections are to be made, such entire Trust
Estate consisting of: (i) such Mortgage Loans as from time to time are subject
to this Agreement, together with the Mortgage Files relating thereto, and
together with all collections thereon and proceeds thereof, (ii) 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 right to receive amounts, if any, payable on behalf of any Mortgagor
from the Buy-Down Account relating to any Buy-Down Mortgage Loan, (v) the
Depositor's rights under the Servicing Agreements and the Mortgage Loan Purchase
Agreement (including any security interest created thereby) and (vi) the
Servicer Custodial Accounts, the Master Servicer Custodial Account, the Reserve
Fund and the Certificate Account and such assets that are deposited therein from
time to time and any investments thereof, together with any and all income,
proceeds and payments with respect thereto. The Buy-Down Account shall not be
part of the Trust Estate.

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

      Uncertificated Lower-Tier Interest: A regular interest in the Lower-Tier
REMIC which is held as an asset of the Intermediate Lower-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class 1-L Interest, Class 1-LS Interest, Class 1-LPO Interest, Class 1-LIO
Interest, Class 2-L Interest, Class 2-LPO Interest, Class 2-LIO Interest, Class
3-L Interest, Class 3-LS Interest, Class 3-LPO Interest and Class 3-LIO Interest
are Uncertificated Lower-Tier Interests.

      Uncertificated Intermediate Lower-Tier Interest: A regular interest in the
Intermediate 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(a) hereof.
Any of the Class 1-A-IT1 Interest, Class 1-A-IT2 Interest, Class 1-A-IT3
Interest, Class 1-ITIO Interest, Class 1-ITPO Interest, Class 2-A-IT1 Interest,
Class 2-ITIO Interest, Class 2-ITPO Interest, Class 3-A-IT1 Interest, Class
3-ITIO Interest, Class 3-ITPO Interest, Class 3-A-ITR Interest, Class B-IT1
Interest , Class


                                     - 39 -



B-IT2 Interest, Class B-IT3 Interest, Class B-IT4 Interest, Class B-IT5
Interest, Class B-IT6 Interest, Class X-B-IT1 Interest, Class X-B-IT2 Interest,
Class X-B-IT3 Interest, Class X-B-IT4 Interest, Class X-B-IT5 Interest and Class
X-B-IT6 Interest are Uncertificated Intermediate Lower-Tier Interests.

      Undercollateralized Amount: As defined in Section 5.02.

      Undercollateralized Group: As defined in Section 5.02.

      Uninsured Cause: Any cause of damage to a Mortgaged Property, the cost of
the complete restoration of which is not fully reimbursable under the hazard
insurance policies required to be maintained pursuant to Section 3.12.

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

      Upper-Tier REMIC: As defined in the Preliminary Statement, the assets of
which consist of the Uncertificated Intermediate Lower-Tier Interests and such
amounts as shall from time to time be deemed to be 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) 1%
of all Voting Rights shall be allocated to the Holder of the Residual
Certificate, (b) 1% of all Voting Rights shall be allocated to the Holders of
the Class 1-A-21 Certificates, (c) 1% of all Voting Rights shall be allocated to
the Holders of the Class 1-A-26 Certificates, (d) 1% of all Voting Rights shall
be allocated to the Holders of the Class X-IO Certificates and (d) the remaining
Voting Rights shall be allocated among Holders of the remaining Classes of
Certificates in proportion to the Certificate Balances of their respective
Certificates on such date.

      Washington Mutual: Washington Mutual Bank.

      Washington Mutual Servicing Agreement: Collectively, the Mortgage Loan
Purchase and Sale Agreement (Amended and Restated), dated as of July 1, 2003, by
and between Washington Mutual Bank and BANA, as amended by that Mortgage Loan
Purchase and Sale Agreement (Amended and Restated), dated as of July 1, 2003, by
and between Washington Mutual and BANA (as successor in interest to BAMCC), as
amended by (i) the Master Assignment, Assumption and Recognition Agreement,
dated as of July 1, 2004 (the "Master


                                     - 40 -



AAR"), by and between BANA (as successor in interest to BAMCC) and Washington
Mutual, (ii) that certain Regulation AB Amendment to the Mortgage Loan Purchase
and Sale Agreement, dated as of December 1, 2005, by and among Washington
Mutual, Washington Mutual Bank fsb and BANA, (iii) the Servicing Agreement
(Amended and Restated), dated as of July 1, 2003, by and between BANA (as
successor in interest to BAMCC) and Washington Mutual, as amended by the Master
AAR and that certain Regulation AB Amendment to the Servicing Agreement, dated
as of December 1, 2005, by and between Washington Mutual and BANA, (iv) those
certain Term Sheets, dated as of November 22, 2005 and December 22, 2005, each
by and between Washington Mutual and BANA, and (v) the Assignment, Assumption
and Recognition Agreement, dated January 31, 2006, by and among BANA, the
Depositor, the Trustee, the Master Servicer and Washington Mutual.

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

      Wells Fargo Servicing Agreement: Collectively, the Mortgage Loan Purchase
Agreement, dated as of March 1, 2005, by and between BANA and Wells Fargo Bank,
the Master Sponsor's Warranties and Servicing Agreement, dated as of March 1,
2005, by and between BANA and Wells Fargo Bank, as seller and servicer, the
Amended and Restated Mortgage Loan Purchase Agreement, dated as of December 1,
2005, by and between BANA and Wells Fargo Bank, the Amended and Restated Master
Sponsor's Warranties and Servicing Agreement, dated as of December 1, 2005, by
and between BANA and Wells Fargo Bank, as seller and servicer, those certain
Assignment and Conveyance Agreements, dated as of October 26, 2005 and December
15, 2005, each by and between Wells Fargo Bank and BANA, and the Assignment,
Assumption and Recognition Agreement, dated January 31, 2006, by and among BANA,
the Depositor, the Trustee, the Master Servicer and Wells Fargo Bank.

      Yield Maintenance Agreement: The yield maintenance agreement between the
Securities Administrator, on behalf of the Trust, and the Counterparty, which
will be primarily for the benefit of the Class 1-A-20 Certificates,
substantially in the form attached hereto as Exhibit P. The Yield Maintenance
Agreement shall not be an asset of any REMIC formed under this Agreement.

      Yield Maintenance Agreement Payment: For any Distribution Date prior to
and including the Distribution Date in May 2011, the amount, if any, required to
be paid by the Counterparty to the Securities Administrator under the Yield
Maintenance Agreement.

      Yield Maintenance Amount: For any Distribution Date (other than the
Distribution Date in February 2006) prior to and including the Distribution Date
in May 2011, an amount equal to the product of (a) the Class Certificate Balance
of the Class 1-A-20 Certificates immediately prior to such Distribution Date,
(b) the excess of (i) the lesser of 8.600% and LIBOR over (ii) 4.850% and (c)
one-twelfth.

      Yield Maintenance Amount Shortfall: For any Distribution Date, the amount,
if any, by which the Yield Maintenance Amount for such Distribution Date exceeds
the sum of the Yield Maintenance Agreement Payment for such Distribution Date
and any Excess Funds in the Reserve Fund.


                                     - 41 -



      Section 1.02 Interest Calculations. All calculations of interest will be
made on a 360-day year consisting of twelve (12) 30-day months. All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded down.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS
                        ORIGINAL ISSUANCE OF CERTIFICATES

      Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor, concurrently
with the execution and delivery hereof, hereby sells, transfers, assigns, sets
over and otherwise conveys to the Trustee on behalf of the Trust for the benefit
of the Certificateholders, without recourse, all the right, title and interest
of the Depositor in and to the Mortgage Loans and the related Mortgage Files,
including all interest and principal received on or with respect to the Mortgage
Loans (other than payments of principal and interest due and payable on the
Mortgage Loans on or before the Cut-off Date) 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. The foregoing sale, transfer, assignment and set over does not and
is not intended to result in a creation of an assumption by the Trustee of any
obligation of the Depositor or any other Person in connection with the Mortgage
Loans or any agreement or instrument relating thereto, except as specifically
set forth herein. 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 2006-1, 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 Wells 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


                                     - 42 -



      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 2006-1" (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 Wells 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 Mortgage (each such assignment, when duly and
      validly completed, to be in recordable form and sufficient to effect the
      assignment of and transfer to the assignee thereof, under the Mortgage to
      which the assignment relates); provided that, if the related Mortgage has
      not been returned from the applicable public recording office, such
      Assignment of Mortgage may exclude the information to be provided by the
      recording office; and provided, further, if the related Mortgage has been
      recorded in the name of Mortgage Electronic Registration Systems, Inc.
      ("MERS") or its designee, no Assignment of Mortgage in favor of the
      Trustee will be required to be prepared or delivered and instead, the
      Master Servicer shall enforce the obligations of the applicable Servicer
      to take all actions as are necessary to cause the Trust to be shown as the
      owner of the related Mortgage Loan on the records of MERS for purposes of
      the system of recording transfers of beneficial ownership of mortgages
      maintained by MERS;

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

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

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

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


                                     - 43 -



            (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 Wells 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;

                    (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


                                     - 44 -



recording indicated thereon upon receipt thereof from the public recording
office, but in no event shall any such delivery of any such documents or
instruments be made later than one (1) year following the Closing Date, unless,
in the case of clause (ii), (iii) or (iv) above, there has been a continuing
delay at the applicable recording office or, in the case of clause (v), there
has been a continuing delay at the applicable insurer and the Depositor has
delivered an Officer's Certificate to such effect to the Trustee. The Depositor
shall forward or cause to be forwarded to the Trustee or a Custodian, on behalf
of the Trustee, as the case may be, (1) from time to time additional original
documents evidencing an assumption or modification of a Mortgage Loan and (2)
any other documents required to be delivered by the Depositor, or the applicable
Servicer to the Trustee or a Custodian on the Trustee's behalf, as the case may
be. In the event that the original Mortgage is not delivered and in connection
with the payment in full of the related Mortgage Loan the public recording
office requires the presentation of a "lost instruments affidavit and indemnity"
or any equivalent document, because only a copy of the Mortgage can be delivered
with the instrument of satisfaction or reconveyance, the Depositor shall
prepare, execute and deliver or cause to be prepared, executed and delivered, on
behalf of the Trust, such a document to the public recording office.

      Upon discovery by the Depositor or notice from Wells Fargo Bank, the
Master Servicer, the Securities Administrator or Trustee that a Document
Transfer Event has occurred, the Depositor shall, with respect to Mortgage Loans
purchased by the Sponsor from Wells 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:

            (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 Wells 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


                                     - 45 -



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

                  (A)    The Cooperative Stock Certificate;

                  (B)    The stock power executed in blank;

                  (C)    The executed Cooperative Lease;

                  (D)    The executed Recognition Agreement;

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

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

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

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

      No recording of an Assignment of Mortgage will be required in a state if
either (i) the Depositor furnishes to the Trustee and the Securities
Administrator an unqualified Opinion of Counsel reasonably acceptable to the
Trustee and the Securities Administrator to the effect that recordation of such
assignment is not necessary under applicable state law to preserve the Trustee's
interest in the related Mortgage Loan against the claim of any subsequent
transferee of such Mortgage Loan or any successor to, or creditor of, the
Depositor or the originator of such Mortgage Loan or (ii) the recordation of an
Assignment of Mortgage in such state is not required by 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.


                                     - 46 -



      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 Certificateholders. Upon
execution and delivery of this document, the Trustee shall deliver or cause a
Custodian to deliver to the Depositor and the Master Servicer a certification in
the form attached hereto as Exhibit K (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 and the Master Servicer a certification in the form attached hereto as
Exhibit L (the "Final Certification") to the effect that, as to each Mortgage
Loan 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, 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 or the Securities Administrator
discovers a breach by a Servicer or the Sponsor of any representation, warranty
or covenant under the Servicing Agreements or the Mortgage Loan Purchase
Agreement in respect of any Mortgage Loan and such breach materially adversely
affects the interest of the Certificateholders in the related Mortgage Loan
(provided that any such breach that causes the Mortgage Loan not to be a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall
be deemed to materially and adversely affect the interests of the
Certificateholders), then such party shall promptly so notify the Master
Servicer, the Sponsor, such Servicer, the Securities Administrator, the Trustee
and the Depositor of such failure to meet the requirements of Section 2.01 or of
such breach and request that the applicable Servicer or the Sponsor, 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 Sponsor or the applicable Servicer, as applicable, 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 or Sponsor's obligation, as the case may be,
under the applicable Servicing Agreement or the Mortgage Loan Purchase
Agreement, as applicable, and cause the applicable


                                     - 47 -



Servicer or Sponsor, as applicable, to either (a) other than in the case of RFC,
PHH and Washington Mutual, 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 defect will cause the
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 Securities Administrator an Opinion of
Counsel, which Opinion of Counsel shall not be at the expense of either 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 related Servicer or the Sponsor, the Trustee, on behalf of the
Trust, shall enforce the rights of the Trust under the Servicing Agreements and
the Mortgage Loan Purchase 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 the Mortgage Loans set forth in a Servicing 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 (o) of paragraph 3 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 (o) of paragraph 3 of the Mortgage
Loan Purchase Agreement, only to the extent the applicable Servicer does not so
reimburse the Trust. It is understood and agreed that, except for


                                     - 48 -



any indemnification provided in the Servicing Agreements and the payment of any
Reimbursement Amount, the obligation of a Servicer or the Sponsor to cure or to
repurchase (or, other than in the case of RFC, PHH and Washington Mutual, to
substitute for) any Mortgage Loan as to which a document is missing, a material
defect in a constituent document exists or as to which such a breach has
occurred and is continuing shall constitute the sole remedy against a Servicer
or the Sponsor 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 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 with respect to the
applicable Mortgage Loans in the related Servicing Agreement, which have been
assigned to the Trustee hereunder, were made as of the date specified in such
Servicing Agreement. To the extent that any fact, condition or event with
respect to a Mortgage Loan constitutes a breach of both (i) a representation or
warranty of a Servicer under the related Servicing Agreement and (ii) a
representation or warranty of the 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 the applicable Servicer 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, without regard to
whether such Servicer 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.


                                     - 49 -



      With respect to each Substitute Mortgage Loan the Sponsor shall deliver to
the Trustee (or a Custodian on behalf of the Trustee), for the benefit of the
Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of
Mortgage (except for any Mortgage which has been recorded in the name of MERS or
its designee), and such other documents and agreements as are otherwise required
by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as
required by Section 2.01. No substitution is permitted to be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to any such Substitute Mortgage Loan in the month of substitution
shall not be part of the Trust Estate. For the month of substitution,
distributions to Certificateholders will include the Monthly Payment due for
such month on any Defective Mortgage Loan for which the Sponsor or a Servicer
(other than RFC, PHH and Washington Mutual) has substituted a Substitute
Mortgage Loan.

      The Master Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each Mortgage Loan that has
become a Defective Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan
Schedule to the Securities Administrator, the Trustee and any Custodian. Upon
such substitution of a Mortgage Loan by the Sponsor or a Servicer (other than
RFC, PHH and Washington Mutual), each Substitute Mortgage Loan shall be subject
to the terms of this Agreement in all respects, the Sponsor 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
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. Upon any
such substitution and the deposit to the Master Servicer Custodial Account of
any required Substitution Adjustment Amount (as described in the next paragraph)
and receipt by the Trustee of a Request for Release, the Trustee shall release,
or shall direct a Custodian to release, the Mortgage File relating to such
Defective Mortgage Loan to 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 Sponsor or a Servicer (other than RFC, PHH and
Washington Mutual) 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 in a Loan Group as of the date of substitution is less than the aggregate
Stated Principal Balance of all such Defective Mortgage Loans in a Loan Group
substituted by such Person (after application of the principal portion of the
Monthly Payments due in the month of substitution) (the "Substitution Adjustment
Amount" for such Loan Group) plus an amount equal to the aggregate of any
unreimbursed Advances 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.


                                     - 50 -



      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 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 and the Trustee, as of
the Closing Date:

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

            (ii)    No consent, approval, authorization or order is required for
      the transactions contemplated by this Agreement from any court,
      governmental agency or body, or federal or state regulatory authority
      having jurisdiction over the Master Servicer


                                     - 51 -



      is required or, if required, such consent, approval, authorization or
      order has been or will, prior to the Closing Date, be obtained.

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

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

      The representations and warranties made pursuant to this Section 2.03
shall survive delivery of the respective Mortgage Files to the Trustee for the
benefit of the Certificateholders.

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

      The Depositor hereby represents and warrants to the Trustee 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.


                                     - 52 -



      It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the related Custodian and shall inure to the benefit of
the Trustee, notwithstanding any restrictive or qualified endorsement or
assignment.

      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
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. 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 would cause the Mortgage Loan to be
other than 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 Classes of Senior Certificates (other than the Class 3-A-R, Class
X-IO and Class X-PO Certificates), the Components and the Classes of Subordinate
Certificates as "regular interests" and the Class UR Interest as the single
class of "residual interest" in the Upper-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby further
designates (i) the Uncertificated Intermediate Lower-Tier Interests as classes
of "regular interests" and the Class ILR Interest as the single class of
"residual interest" in the Intermediate Lower-Tier REMIC and (ii) the
Uncertificated Lower-Tier Interests as classes of "regular interests" and the
Class LR Interest as the single class of "residual interest" in the Lower-Tier
REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.

      Section 2.06 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of each of the Upper-Tier REMIC, the
Intermediate Lower-Tier REMIC and Lower-Tier REMIC within the meaning of Section
860G(a)(9) of the Code.

      Section 2.07 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the Upper-Tier REMIC, the
Intermediate Lower-Tier REMIC and the Lower-Tier REMIC is February 25, 2036.


                                     - 53 -



      Section 2.08 Execution and Delivery of Certificates. The Securities
Administrator (i) acknowledges the issuance of and hereby declares that it holds
the Uncertificated Lower-Tier Interests on behalf of the Intermediate Lower-Tier
REMIC and the Certificateholders and that it holds the Uncertificated
Intermediate Lower-Tier 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, Uncertificated Lower-Tier
Interests and Uncertificated Intermediate 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 Intermediate Lower-Tier Interests and the Uncertificated
Lower-Tier Interests, evidence ownership of the entire Trust Estate.

                                   ARTICLE III

                       ADMINISTRATION AND MASTER SERVICING
                                OF MORTGAGE LOANS

      Section 3.01 Master Servicing of the Mortgage Loans. For and on behalf of
the Certificateholders, the Master Servicer shall supervise, monitor and oversee
the obligations of the Servicers to service and administer their respective
Mortgage Loans in accordance with the terms of the applicable Servicing
Agreement and shall have full power and authority to do any and all things which
it may deem necessary or desirable in connection with such master servicing and
administration. In performing its obligations hereunder, the Master Servicer
shall act in a manner consistent with this Agreement, subject to the prior
sentence, and with Customary Servicing Procedures. Furthermore, the Master
Servicer shall oversee and consult with each Servicer as necessary from
time-to-time to carry out the Master Servicer's obligations hereunder, shall
receive, review and evaluate all reports, information and other data provided to
the Master Servicer by each Servicer and shall cause each Servicer to perform
and observe the covenants, obligations and conditions to be performed or
observed by such Servicer under the applicable Servicing Agreement. The Master
Servicer shall independently and separately monitor each Servicer's servicing
activities with respect to each related Mortgage Loan, reconcile the results of
such monitoring with such information provided in the previous sentence on a
monthly basis and coordinate corrective adjustments to the Servicers' and the
Master Servicer's records, and based on such reconciled and corrected
information, prepare the Master Servicer's Certificate and any other information
and statements required hereunder. The Master Servicer shall reconcile the
results of its Mortgage Loan monitoring with the actual remittances of the
Servicers to the Master Servicer Custodial Account pursuant to the applicable
Servicing Agreements.

      Continuously from the date hereof until the 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.


                                     - 54 -



      Section 3.02 Monitoring of Servicers. (a) The Master Servicer shall be
responsible for reporting to the Trustee, the Securities Administrator and the
Depositor the compliance by each Servicer with its duties under the related
Servicing Agreement. In the review of each Servicer's activities, the Master
Servicer may rely upon an officer's certificate of the Servicer with regard to
such Servicer's compliance with the terms of its Servicing Agreement. In the
event that the Master Servicer, in its judgment, determines that a Servicer
should be terminated in accordance with its Servicing Agreement, or that a
notice should be sent pursuant to such Servicing Agreement with respect to the
occurrence of an event that, unless cured, would constitute grounds for such
termination, the Master Servicer shall notify the Depositor, the Securities
Administrator and the Trustee thereof and the Master Servicer shall issue such
notice or take such other action as it deems appropriate.

      (b)   The Master Servicer, for the benefit of the 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 (except that, in the case of the
termination of Wells Fargo Bank as a Servicer under the Wells Fargo Servicing
Agreement, the Trustee shall, subject to the preceding paragraph, terminate the
rights and obligations of Wells Fargo Bank thereunder, including as provided in
Section 3.19, and either act as successor Servicer of the related Mortgage Loans
under the Wells Fargo Servicing Agreement or appoint a successor Servicer of the
related Mortgage Loans under the Wells Fargo Servicing Agreement, and the
Trustee shall be entitled to comparable rights and protections as the Trustee
would be provided under Section 3.07 and Section 8.05 if it acted as successor
Master Servicer) or cause the Trustee to enter in to a new Servicing Agreement
with a successor Servicer selected by the Master Servicer (except, in the case
of the Wells Fargo Servicing Agreement, the Trustee shall select the successor
Servicer); provided, however, it is understood and acknowledged by the parties
hereto that there will be a period of transition (not to exceed 90 days) before
the actual servicing functions can be fully transferred to such successor
Servicer. Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Servicing Agreements and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Master
Servicer 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.

      (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


                                     - 55 -



termination of the Servicer as a result of an Event of Default by such Servicer
and (ii) all costs and expenses associated with the complete transfer of
servicing, including all servicing files and all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the successor Servicer to correct any errors or insufficiencies in the
servicing data or otherwise to enable the successor Servicer to service the
Mortgage Loans in accordance with the related Servicing Agreement) are not fully
and timely reimbursed by the terminated Servicer, the Master Servicer (except in
the case of the termination of Wells Fargo Bank as a Servicer) or the Trustee,
as applicable, shall be entitled to reimbursement of such costs and expenses
from the Master Servicer Custodial Account; provided that if such servicing
transfer costs are ultimately reimbursed by the terminated Servicer, then the
Master Servicer or the Trustee, as applicable, shall remit such amounts that are
reimbursed by the terminated Servicer to the Master Servicer Custodial Account.

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

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

      (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 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, 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.


                                     - 56 -



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

      Section 3.05 Maintenance of Primary Mortgage Insurance Policy; Claims. (a)
The Master Servicer shall not take, or permit any Servicer (to the extent such
action is prohibited under the applicable Servicing Agreement) to take, any
action that would result in noncoverage under any applicable Primary Mortgage
Insurance Policy of any loss which, but for the actions of 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 the extent required
under the related Servicing Agreement) to keep in force and effect (to the
extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not permit
any Servicer (to the extent required under the related Servicing Agreement) to,
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in
effect at the date of the initial issuance of the Mortgage Note and is required
to be kept in force hereunder except in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable.


                                     - 57 -



      (b)   The Master Servicer agrees to present, or to cause each Servicer (to
the extent required under the related Servicing Agreement) to present, on behalf
of the 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
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


                                     - 58 -



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)   The Master Servicer shall also enforce the obligation of each
Servicer to establish and maintain a Buy-Down Account in accordance with the
applicable Servicing Agreement, with records to be kept with respect thereto on
a Mortgage Loan by Mortgage Loan basis, into which accounts any Buy-Down Funds
shall be deposited within 48 hours (or as of such other time specified in the
related Servicing Agreement) of receipt thereof. The Master Servicer is hereby
authorized to make withdrawals from and deposits to the related Buy-Down Account
for purposes required or permitted by this Agreement. In addition, the Master
Servicer shall enforce the obligation of each Servicer to withdraw from the
Buy-Down Account and deposit in immediately available funds in the Servicer
Custodial Account an amount which, when added to such Mortgagor's payment, will
equal the full monthly payment due under the related Mortgage Note.

      (c)   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 Reserve Fund.

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

      (b)   The Securities Administrator shall establish and maintain the
Certificate Account, which shall be deemed to consist of four 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 and which may be deemed to
be a sub-account of the Certificate Account for so long as the Master Servicer
and the Securities Administrator are


                                     - 59 -



the same Person. The Master Servicer shall, promptly upon receipt, deposit in
the Master Servicer Custodial Account and retain therein any amounts which are
required to be deposited in the Master Servicer Custodial Account by the Master
Servicer.

      (d)   The Securities Administrator shall establish and maintain the
Reserve Fund, held in trust for the benefit of the Holders of the Class 1-A-20
Certificates and Banc of America Securities LLC. The Securities Administrator
shall deposit in the Reserve Fund on the date received by it, any Yield
Maintenance Agreement Payment received from the Counterparty for the related
Distribution Date and any amount required to be deposited therein pursuant to
Section 9.01(c). Funds on deposit in the Reserve Fund shall remain uninvested.
On each Distribution Date, the Securities Administrator shall withdraw from the
Reserve Fund any Yield Maintenance Agreement Payment received in respect of such
Distribution Date and any Excess Funds in the Reserve Fund and shall distribute
such amounts to the Class 1-A-20 Certificates in an amount up to the sum of the
Yield Maintenance Amount for such Distribution Date and any Yield Maintenance
Amount Shortfalls for prior Distribution Dates. Any amounts remaining in the
Reserve Fund on the date on which the Class Certificate Balance of the Class
1-A-20 Certificates is reduced to zero (after payment of the Yield Maintenance
Amount for such date and the amount of any Yield Maintenance Amount Shortfalls
from previous Distribution Dates not yet paid) shall be distributed by the
Securities Administrator to Banc of America Securities LLC.

            (i)     The Securities Administrator shall account for each of the
      Reserve Fund and the Yield Maintenance Agreement and the rights with
      respect thereto as an "outside reserve fund" within the meaning of
      Treasury Regulations Section 1.860G-2(h) and not as assets of any REMIC
      created pursuant to this Agreement. The beneficial owner of the Yield
      Maintenance Agreement and the Reserve Fund is Banc of America Securities
      LLC.

            (ii)    Any amounts in the Reserve Fund paid by the Securities
      Administrator pursuant to this Section 3.08(d) to the Class 1-A-20
      Certificates shall be accounted for by the Securities Administrator as
      amounts paid to the Class 1-A-20 Certificates from the Grantor Trust. In
      addition, the Securities Administrator shall account for the rights of the
      Class 1-A-20 Certificates to receive amounts from the Reserve Fund as
      rights in a limited recourse interest rate cap contract written by Banc of
      America Securities LLC in favor of the Class 1-A-20 Certificates.

            (iii)   For federal tax return and information reporting purposes,
      the right of the Holders of the Class 1-A-20 Certificates to receive
      payments under the Yield Maintenance Agreement shall be assigned a value
      of zero as of the Closing Date.

      (e)   On a daily basis within one (1) Business Day of receipt (except as
otherwise specifically provided herein), the Master Servicer shall deposit or
cause to be deposited the following payments and collections remitted to the
Master Servicer by each Servicer from its respective Servicer Custodial Account
pursuant to the related Servicing Agreement or otherwise or received by the
Master Servicer in respect of the Mortgage Loans subsequent to the Cut-off Date
(other than in respect of principal and interest due on the Mortgage Loans on or
before the Cut-off Date) and the following amounts required to be deposited
hereunder:


                                     - 60 -



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

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

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

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

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

            (vi)    Periodic Advances made by the applicable Servicer pursuant
      to the related Servicing Agreement (or, if applicable, by the Master
      Servicer or the Trustee pursuant to Section 3.19 or 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 Reimbursement Amounts to the extent received by the Servicer;

            (viii)  any Recoveries;

            (ix)    any Buy-Down Funds required to be deposited pursuant to
      Section 3.08; 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 accordance with this Agreement or withdrawn in accordance with Section 3.11.

      (f)   Each institution at which the Master Servicer Custodial Account is
maintained shall invest the funds therein as directed in writing by the Master
Servicer in Permitted Investments, which shall mature not later than the
Business Day next preceding the Distribution Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than such Distribution Date)
and, in each case, shall not be sold or disposed of prior to its maturity. All
such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All Master Servicer Custodial Account
Reinvestment Income shall be for the benefit of the


                                     - 61 -



Master Servicer as part of its master servicing compensation and shall be
remitted to the Master Servicer monthly as provided herein. The amount of any
losses realized in the Master Servicer Custodial Account incurred in any such
account in respect of any such investments shall promptly be deposited by the
Master Servicer from its own funds in the Master Servicer Custodial Account.

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

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

      (i)   The Securities Administrator shall designate each of the
Intermediate 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, from funds available on deposit
in the Certificate Account, be deemed to deposit into the Intermediate
Lower-Tier Certificate Sub-Account, the Lower-Tier Distribution Amount. The
Securities Administrator shall then immediately, from funds available in the
Intermediate Lower-Tier Certificate Sub-Account, be deemed to deposit into the
Upper-Tier Certificate Sub-Account, the Intermediate Lower-Tier Distribution
Amount.


                                     - 62 -



      Section 3.10 Access to Certain Documentation and Information Regarding the
Mortgage Loans. The Master Servicer shall afford and shall enforce the
obligation of the Servicers to afford the Securities Administrator and the
Trustee reasonable access to all records and documentation regarding the
Mortgage Loans and all accounts, insurance information and other matters
relating to this Agreement, such access being afforded without charge, but only
upon reasonable request and during normal business hours at the office
designated by the Master Servicer or the applicable Servicer.

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

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

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

            (ii)    to pay to the Securities Administrator and the Trustee any
      amounts due to the Securities Administrator and the Trustee under this
      Agreement (including, but not limited to, all amounts provided for under
      Section 3.02, Section 3.07, 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, itself or the
      Trustee) for unreimbursed Advances made pursuant to the related Servicing
      Agreement (or in the case of itself or the Trustee, pursuant to Section
      3.19 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 the related Loan Group in
      respect of which any such Advance was made and then limited to amounts
      received on all the Mortgage Loans serviced by such Servicer (or, if
      applicable, the Master Servicer or the Trustee) in respect of which any
      such Advance was made;

            (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 the same Loan Group as the Mortgage
      Loan(s) in respect of which such Nonrecoverable Advance was made and then
      limited to amounts received on all the Mortgage Loans serviced by such
      Servicer (of, if applicable, the Master Servicer or the Trustee);

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

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


                                     - 63 -



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

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

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

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

      (b)   On each Distribution Date, funds on deposit in the Certificate
Account and deemed to be on deposit in the Upper-Tier Certificate Sub-Account
shall be used to make payments on the Regular Certificates and the Class 3-A-R
Certificate (in respect of the Class UR Interest) 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.

      (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.


                                     - 64 -



      Section 3.13 Presentment of Claims and Collection of Proceeds.

      The Master Servicer shall (to the extent provided in the applicable
Servicing Agreement) cause the related Servicer to, prepare and present on
behalf of the 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 cause the Servicers to enforce such clauses in accordance with
the applicable Servicing Agreement. If applicable law prohibits the enforcement
of a due-on-sale clause or such clause is otherwise not enforced in accordance
with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
is assumed, the original Mortgagor may be released from liability in accordance
with the applicable Servicing Agreement.

      Section 3.15 Realization Upon Defaulted Mortgage Loans; REO Property.

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

      (b)   With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trust for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Master Servicer shall enforce the obligation of the Servicers, to the extent
provided in the applicable Servicing Agreement, to (i) cause the name of the
Trust to be placed on the title to such REO Property and (ii) ensure that the
title to such REO Property references this Agreement. The Master Servicer shall,
to the extent provided in the applicable Servicing Agreement, cause the
applicable Servicer to sell any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall cause the applicable Servicer to protect and conserve such
REO Property in the manner and to the extent required by the applicable
Servicing Agreement, subject to the REMIC Provisions. In the event that the
Trust Estate acquires any Mortgaged Property as aforesaid or otherwise in
connection with a default or imminent default on a Mortgage Loan, the Master
Servicer shall enforce the obligation of the related Servicer to dispose of such
Mortgaged Property within the time period specified in the applicable Servicing
Agreement, but in any event within three years


                                     - 65 -



after the acquisition by the Servicer for the Trust (such period, the "REO
Disposition Period") unless (i) the Servicer provides to the Trustee, the Master
Servicer and the Securities Administrator an Opinion of Counsel to the effect
that the holding by the Trust of such Mortgaged Property subsequent to three
years after its acquisition will not result in the imposition of taxes on
"prohibited transactions" of the Trust as defined in Section 860F of the Code or
under the law of any state in which real property securing a Mortgage Loan owned
by the Trust is located or cause any 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 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, cause 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 and other unreimbursed advances as well as any unpaid Servicing Fees
from Liquidation Proceeds received in connection with the final disposition of
such REO Property; provided that any such unreimbursed Advances as well as any
unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to
final disposition, out of any net rental income or other net amounts derived
from such REO Property.

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

      Notwithstanding any other provision of this Agreement, the Master Servicer
shall not permit any Mortgaged Property acquired by the Trust to be rented (or
allowed to continue to be rented) or otherwise used for the production of income
by or on behalf of the Trust in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code, (ii) result in
the receipt by any REMIC 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 Master Servicer
and the Securities Administrator, as applicable, shall comply with all federal
withholding requirements with respect to payments to Certificateholders of
interest or original issue discount that the


                                     - 66 -



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

      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 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


                                     - 67 -



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

      Section 3.18 Master Servicer Compensation. As compensation for its
services hereunder, the Master Servicer shall be entitled to a fee in an amount
agreed upon between the Master Servicer and the Securities Administrator,
payable by the Securities Administrator out of its own funds and not out of any
funds of the Trust Estate. The Master Servicer shall also be entitled to
additional compensation in the form of the Master Servicer Custodial Account
Reinvestment Income. The Master Servicer shall be required to pay all expenses
incurred by it


                                     - 68 -



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 of its own funds made
pursuant to the related Servicing Agreement. Based upon information set forth in
the servicer reports, the Master Servicer shall inform the Securities
Administrator of the amount of the Periodic Advance to be made by a Servicer on
each applicable Advance Date no later than the related Remittance Date. If a
Servicer fails to make any required Periodic Advance pursuant to the related
Servicing Agreement, the Master Servicer shall (i) unless the Master Servicer
determines that such Periodic Advance would not be recoverable in its good faith
business judgment, make such Periodic Advance not later than the Business Day
preceding the related Distribution Date and (ii) to the extent such failure
leads to the termination of the Servicer and until such time as a successor
Servicer is appointed, continue to make Periodic Advances required pursuant to
the related Servicing Agreement for any Distribution Date, within the same time
frame set forth in (i) above, unless the Master Servicer determines (to the
extent provided in the related Servicing Agreement) that such Periodic Advance
would not be recoverable; provided that if the Servicer that fails to make such
Periodic Advance is Wells Fargo Bank and such Periodic Advance has not been made
by 5:00 P.M. New York time on the last Business Day preceding the related
Distribution Date, so long as such failure 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 failure 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 Wells Fargo Bank, 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 Wells Fargo Bank and the Depositor, terminate
all of the rights and obligations of Wells Fargo Bank under its Servicing
Agreement. If the Master Servicer is unable to make a Periodic Advance required
to be made by it in accordance with this Section 3.19 or Wells Fargo Bank as a
Servicer fails to make a Periodic Advance required to be made by it in
accordance with the related Servicing Agreement, 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, or
otherwise make available to the Depositor and the Securities Administrator (and
the Securities Administrator will forward to the Trustee and each Rating
Agency), no later than March 15th of each calendar year beginning in 2007, an
Officers' 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 or
portion thereof and of performance of such party under this Agreement has been
made under such officers' supervision and (b) to the best of such officers'
knowledge, based on such review, such party has fulfilled all of its obligations
under this Agreement in all material respects throughout such year, or, if there
has been a failure to fulfill


                                     - 69 -



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 its use. The obligations of the
Master Servicer and the Securities Administrator under this Section apply to
each entity that acted as Master Servicer or Securities Administrator, as
applicable, during the applicable period, whether or not such entity is acting
as Master Servicer or Securities Administrator at the time such Compliance
Statement is required to be delivered.

      (b)   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, or otherwise make
available to the Depositor and the Securities Administrator on or before March
15th of each calendar year beginning in 2007, 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"), reasonably satisfactory to the
Depositor and the Securities Administrator, 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.

      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 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 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.

      Promptly after receipt of such Assessments of Compliance, the Securities
Administrator shall confirm that the Assessments of Compliance, taken as a
whole, address all of the Servicing Criteria and taken individually address the
Relevant Servicing Criteria for each party as set forth


                                     - 70 -



on Exhibit Q 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 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.

      (b)   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
Securities Administrator on or before March 15th of each calendar year beginning
in 2007, shall cause 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.

      Promptly after 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 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.

      (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


                                     - 71 -



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.

      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 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 and file via EDGAR 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 prepared by the party
responsible for preparing such disclosure 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 the next paragraph.

      As set forth on Exhibit R hereto, within 5 calendar days after the related
Distribution Date, (i) certain parties to this Agreement shall be required to
provide to the Securities Administrator (at cts.sec.notifications@wellsfargo.com
with a copy by facsimile to 410-715-2380) and the Depositor, to the extent known
by such applicable parties, in EDGAR-compatible form, or in such other form as
otherwise agreed upon by the Securities Administrator and such party, any
Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor will
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 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 draft copy of the Form 10-D to the Master Servicer for review
and, only if Additional Form 10-D Disclosure is contained therein, the
Securities Administrator shall forward such Form 10-D to the Depositor for
review. No later than 2 Business Days prior to the 15th calendar day after the
related Distribution Date, a senior officer of the Master Servicer in charge of
the master servicing function shall sign the Form 10-D and return an electronic
or fax copy of such signed Form 10-D (with an original executed hard copy to
immediately follow) to the Securities Administrator. If a Form 10-D cannot be
filed on time or if a previously filed Form 10-D needs to be amended, the


                                     - 72 -



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 10-D. 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 Securities
Administrator of its duties under this Section 3.22(b) related to the timely
preparation 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). The Securities Administrator shall have no liability for any
loss, expense, damage, claim arising out of or with respect to any failure to
properly prepare and/or timely file such Form 10-D, 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 needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.

      (c)   On or within 90 days 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 2007, 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, 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;

            (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 Sarbanes-Oxley 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 prepared by the party responsible for preparing such disclosure
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 the next paragraph.


                                     - 73 -



      As set forth on Exhibit S hereto, no later than March 1 of each year that
the Trust is subject to the Exchange Act reporting requirements, commencing in
2007, (i) certain parties to this Agreement shall be required to provide to the
Securities Administrator (at cts.sec.notifications@wellsfargo.com with a copy by
facsimile to 410-715-2380) and the Depositor, to the extent known by such
applicable parties, in EDGAR-compatible form, or in such other form as otherwise
agreed upon by the Securities Administrator and such party, any Additional Form
10-K Disclosure, if applicable, and (ii) the Depositor will approve, as to form
and substance, 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
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 draft copy of the Form 10-K to the Master Servicer for review.
No later than 5:00 p.m. New York City time on the 4th Business Day prior to the
10-K Filing Deadline, a senior officer of the Master Servicer in charge of the
master servicing function shall sign the Form 10-K and return an electronic or
fax copy of such signed Form 10-K (with an original executed hard copy to
immediately follow) to the Securities Administrator. 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). 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. 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(c) related to the timely
preparation and filing of Form 10-K is contingent upon such parties (and any
Servicing Function Participant) 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. The Securities Administrator shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare 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 needed
to prepare, arrange for execution or file such Form 10-K, not resulting from its
own negligence, bad faith or willful misconduct.

      (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-K 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 ("Form
8-K Disclosure Information") shall be prepared by the party responsible for
preparing such disclosure 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 the next paragraph.


                                     - 74 -



      As set forth on Exhibit T hereto, for so long as the Trust is subject to
the Exchange Act reporting requirements, no later than the end of business on
the 2nd Business Day after the occurrence of a Reportable Event (i) certain
parties shall be required to provide to the Securities Administrator (at
cts.sec.notifications@wellsfargo.com with a copy by facsimile to 410-715-2380)
and the Depositor, to the extent known by such applicable parties, in
EDGAR-compatible form, or in such other form as otherwise agreed upon by the
Securities Administrator and such party, any Form 8-K Disclosure Information, if
applicable, and (ii) the Depositor will 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 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 draft copy of the Form 8-K to the Master Servicer for review.
No later than Noon New York City time on the 4th Business Day after the
Reportable Event, a senior officer of the Master Servicer in charge of the
master servicing function shall sign the Form 8-K and return an electronic or
fax copy of such signed Form 8-K (with an original executed hard copy to
immediately follow) to the Securities Administrator. 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. 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 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). The Securities Administrator shall have no liability for any
loss, expense, damage, claim arising out of or with respect to any failure to
properly prepare 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 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 "Sarbanes-Oxley
Certification"), exactly as set forth in Exhibit M attached hereto, required to
be included therewith pursuant to the Sarbanes-Oxley 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 Sarbanes-Oxley
Certification (the "Certifying Person"), by March 15th 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. Such officer of the Certifying Person can be contacted


                                     - 75 -



at the address specified in Section 11.05. 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.

      (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 promptly deliver or
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 (g) of
      this Section shall only apply with respect to periods for which reports
      are required to be filed with respect to the 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 any time 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,
      10-D and 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 (g) 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, 10-D or 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 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 10-K, the parties to this
      Agreement will cooperate to prepare and file a Form 12b-25 and a 10-DA and
      10-KA 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 succeeding Form 10-D to be filed for the Trust. In the event that any
      previously filed Form 8-K, 10-D or 10-K needs to be amended, the
      Securities Administrator will notify the Master Servicer and, only if such
      filings include any Form 8-K Disclosure, Additional Form 10-D Disclosure
      or Additional Form 10-K Disclosure, as the case may be, the Depositor, and
      such parties will cooperate to prepare any necessary 8-KA, 10-DA or 10-KA.
      Any Form


                                     - 76 -



      15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed
      by a senior officer of the Master Servicer in charge of the master
      servicing function. The parties to this Agreement acknowledge that the
      performance by the Securities Administrator of its duties under this
      Section 3.22(h) related to the timely preparation and filing of Form 15, a
      Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon
      each such party performing its duties under this Section 3.22(h). The
      Securities Administrator shall have no liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly
      prepare and/or timely file any such Form 15, Form 12b-25 or any amendments
      to Forms 8-K, 10-D or 10-K, where such failure results from the Securities
      Administrator's inability or failure to obtain or receive, on a timely
      basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 15, Form 12b-25 or any amendments
      to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad
      faith or willful misconduct.

                                   ARTICLE IV

                          MASTER SERVICER'S CERTIFICATE

      Section 4.01 Master Servicer's Certificate. Each month, not later than
12:00 noon Eastern time on the 18th calendar day of such month (or if such day
is not a Business Day, the following Business Day), the Master Servicer shall
deliver to the Securities Administrator, a Master Servicer's Certificate based
solely on the information provided by the Servicers (in substance and format
mutually acceptable to the Master Servicer and the Securities Administrator)
certified by a Master Servicing Officer setting forth the information necessary
in order for the Securities Administrator to perform its obligations under this
Agreement. The Securities Administrator may conclusively rely upon the
information contained in a Master Servicer's Certificate delivered by the Master
Servicer for all purposes hereunder and shall have no duty to verify or
re-compute any of the information contained therein.

                                    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 out of the
Certificate Account, the Intermediate 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)
(a) by check mailed to such Certificateholder entitled to receive a distribution
on such Distribution Date at the address appearing in the Certificate Register,
or (b) upon written request by the Holder of a Certificate (other than a
Residual Certificate), by wire transfer or by such other means of payment as
such Certificateholder and the Securities Administrator shall agree upon, such
Certificateholder's Percentage Interest in the amount to which the related Class
of Certificates is entitled in accordance with the priorities set forth below in
Section 5.02.


                                     - 77 -



      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. (a) On each Distribution Date,
the Securities Administrator shall withdraw from the Certificate Account (to the
extent funds are available therein) (1) to the extent not previously paid, the
amounts payable to the Master Servicer, the Securities Administrator and the
Trustee pursuant to Section 3.09(g) and Section 3.11(a) and shall pay such funds
to itself, the Master Servicer and the Trustee, as applicable, and (2) based
solely on the information contained in the Master Servicer's Certificate, the
Pool Distribution Amount (after the payment of the Servicing Fees for such
Mortgage Loans and expenses and indemnities reimbursable pursuant to this
Agreement, in each case to the extent not previously retained by or distributed
to a Servicer, the Securities Administrator, the Master Servicer or the Trustee)
for each Loan Group, and shall apply such funds to the Certificates in the
following order of priority and to the extent of such funds, paying Group 1
solely from the Pool Distribution Amount for Loan Group 1, paying Group 2 solely
from the Pool Distribution Amount for Loan Group 2, paying Group 3 solely from
the Pool Distribution Amount for Loan Group 3, paying the Class B Certificates
solely from the Pool Distribution Amount for Loan Group 2 and paying the Class
X-B Certificates solely from the Pool Distribution Amount for Loan Group 1 and
Loan Group 3, in the following order of priority and to the extent of such
funds:

            (i)     to each Class of Senior Certificates (other than the Class
      1-A-21, Class 1-A-26 and Class X-IO Certificates) and the Component of
      such Group, an amount allocable to interest equal to the Interest
      Distribution Amount for such Class or Component Interest Distribution
      Amount for such Component and any shortfall being allocated among such
      Classes or Component in proportion to the amount of the Interest
      Distribution Amount or Component Interest Distribution Amount, as the case
      may be, that would have been distributed in the absence of such shortfall;
      provided, however, until the applicable Accretion Termination Date, the
      Class 1-A-22 Accrual Distribution Amount will be distributed instead as
      principal to the Class 1-A-20 Certificates pursuant to Section 5.02(b);

            (ii)    concurrently, to each Class of Senior Certificates (other
      than the Class 1-A-21 and Class 1-A-26 Certificates) and the Class PO
      Component of such Group, pro rata, based on their Senior Principal
      Distribution Amount and PO Principal Amount, respectively, (A) to the
      Senior Certificates, in an aggregate amount up to the Senior Principal
      Distribution Amount for such Group, such distribution to be allocated
      among such Classes in accordance with Section 5.02(b) and (B) to the Class
      PO Component of such Group in an aggregate amount up to the applicable PO
      Principal Amount for such Group;

            (iii)   to the applicable Class PO Component of such Group, any
      applicable Class PO Deferred Amount (after giving effect to the
      distribution to such Class PO


                                     - 78 -



Component of the Class PO Recovery for the Related Loan Group), up to the
Subordinate Principal Distribution Amounts for the related Loan Group or Loan
Groups from amounts otherwise distributable, (A) in the case of the 1-X-PO
Component and 3-X-PO Component, first to the Class X-B-6 Certificates pursuant
to clause (iv)(B)(12) below, second to the Class X-B-5 Certificates, pursuant to
clause (iv)(B)(10) below, third to the Class X-B-4 Certificates, pursuant to
clause (iv)(B)(8) below, fourth to the Class X-B-3 Certificates, pursuant to
clause (iv)(B)(6) below, fifth to the Class X-B-2 Certificates, pursuant to
clause (iv)(B)(4) below and finally to the Class X-B-1 Certificates, pursuant to
clause (iv)(B)(2) below, and (B) in the case of the 2-X-PO Component, first to
the Class B-6 Certificates pursuant to clause (iv)(A)(12) below, second to the
Class B-5 Certificates, pursuant to clause (iv)(A)(10) below, third to the Class
B-4 Certificates, pursuant to clause (iv)(A)(8) below, fourth to the Class B-3
Certificates, pursuant to clause (iv)(A)(6) below, fifth to the Class B-2
Certificates, pursuant to clause (iv)(A)(4) below and finally to the Class B-1
Certificates, pursuant to clause (iv)(A)(2) below;

            (iv)    to each Class of Subordinate Certificates, subject to
      paragraph (d) below, in the following order of priority:

                    (A) in the case of Loan Group 2:

                          (1)   to the Class B-1 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date;

                          (2)   to the Class B-1 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amount pursuant to clause (iii) above
                    until the Class Certificate Balance thereof has been reduced
                    to zero;

                          (3)   to the Class B-2 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date;

                          (4)   to the Class B-2 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amount pursuant to clause (iii) above
                    until the Class Certificate Balance thereof has been reduced
                    to zero;

                          (5)   to the Class B-3 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date;

                          (6)   to the Class B-3 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amount pursuant to


                                     - 79 -



                    clause (iii) above until the Class Certificate Balance
                    thereof has been reduced to zero;

                          (7)   to the Class B-4 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date;

                          (8)   to the Class B-4 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amount pursuant to clause (iii) above
                    until the Class Certificate Balance thereof has been reduced
                    to zero;

                          (9)   to the Class B-5 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date;

                          (10)  to the Class B-5 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amount pursuant to clause (iii) above
                    until the Class Certificate Balance thereof has been reduced
                    to zero;

                          (11)  to the Class B-6 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date; and

                          (12)  to the Class B-6 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amount pursuant to clause (iii) above
                    until the Class Certificate Balance thereof has been reduced
                    to zero; and

                    (B) in the case of Loan Group 1 and Loan Group 3:

                          (1)   to the Class X-B-1 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date;

                          (2)   to the Class X-B-1 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amounts pursuant to clause (iii) above
                    until the Class Certificate Balance thereof has been reduced
                    to zero;

                          (3)   to the Class X-B-2 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date;


                                     - 80 -



                          (4)   to the Class X-B-2 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amounts pursuant to clause (iii) above
                    until the Class Certificate Balance thereof has been reduced
                    to zero;

                          (5)   to the Class X-B-3 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date;

                          (6)   to the Class X-B-3 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amounts pursuant to clause (iii) above
                    until the Class Certificate Balance thereof has been reduced
                    to zero;

                          (7)   to the Class X-B-4 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date;

                          (8)   to the Class X-B-4 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amounts pursuant to clause (iii) above
                    until the Class Certificate Balance thereof has been reduced
                    to zero;

                          (9)   to the Class X-B-5 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date;

                          (10)  to the Class X-B-5 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amounts pursuant to clause (iii) above
                    until the Class Certificate Balance thereof has been reduced
                    to zero;

                          (11)  to the Class X-B-6 Certificates, an amount
                    allocable to interest equal to the Interest Distribution
                    Amount for such Class for such Distribution Date; and

                          (12)  to the Class X-B-6 Certificates, an amount
                    allocable to principal equal to its Pro Rata Share for such
                    Distribution Date less any amount used to pay the applicable
                    Class PO Deferred Amounts pursuant to clause (iii) above
                    until the Class Certificate Balance thereof has been reduced
                    to zero; and


                                     - 81 -



            (v)     to the Holder of the Class 3-A-R Certificate, any amounts
      remaining in the Upper-Tier Certificate Sub-Account and the Intermediate
      Lower-Tier Certificate Sub-Account and any remaining Pool Distribution
      Amounts.

      No Class of Certificates or Component will be entitled to any
distributions with respect to the amount payable pursuant to clause (ii) of the
definition of "Interest Distribution Amount" or "Component Interest Distribution
Amount" after its Class Certificate Balance or Notional Amount, as the case may
be, has been reduced to zero.

      For any Group and on any Distribution Date, amounts distributed in respect
of the Class PO Deferred Amounts (including the distribution of the Class PO
Recoveries) will not reduce the Component Balance of the applicable Class PO
Component.

      All distributions in respect of the Interest Distribution Amount for a
Class or the Component Interest Distribution Amount for a Component will be
applied first with respect to the amount payable pursuant to clause (i) of the
definition of "Interest Distribution Amount" or "Component Interest Distribution
Amount" as applicable, and second with respect to the amount payable pursuant to
clause (ii) of such definitions.

      On each Distribution Date, the Securities Administrator shall distribute
any Reimbursement Amount sequentially to each Class of Certificates then
outstanding which bore the loss to which such Reimbursement Amount relates,
beginning with the most senior of such Classes of Certificates, up to, with
respect to each Class, the amount of loss borne by such Class. Any Reimbursement
Amount remaining after the application described in the preceding sentence shall
be included in the Pool Distribution Amount for the applicable Loan Group.

            (vi)    Distributions on the Uncertificated Lower-Tier Interests. On
      each Distribution Date, interest shall be distributed in respect of the
      Uncertificated Lower-Tier Interests (other than the Class 1-LPO Interest,
      the Class 2-LPO Interest and the Class 3-LPO Interest) at the pass-through
      rate thereon, as described in the next to last paragraph of this Section
      5.02(a)(vi). All distributions of principal shall be made first to the
      Class 1-LPO Interest, the Class 2-LPO Interest and the Class 3-LPO
      Interest, so as to keep the principal balances thereof at all times equal
      to the Component Balances of the Class 1-PO Component, the Class 2-PO
      Component and the Class 3-PO Component, respectively; second, to the Class
      1-LS Interest and the Class 3-LS Interest, so as to keep the principal
      balances thereof (computed to eight decimal places) equal to 0.100% of the
      Group Subordinate Amount for Loan Group 1 and Loan Group 3, respectively
      (except that if any such amount is greater than on the preceding
      Distribution Date, the least amount of principal shall be distributed to
      the Class 1-LS Interest and the Class 3-LS Interest, such that the
      Subordinate Balance Ratio is maintained), and third, any remaining
      principal to the Class 1-L Interest, the Class 2-L Interest and the Class
      3-L Interest. Any distributions of principal made to the Uncertificated
      Lower-Tier Interests pursuant to this paragraph shall be made from the
      Group 1 Mortgage Loans to the Uncertificated Lower-Tier Interests
      beginning with the numeral "1," from the Group 2 Mortgage Loans to the
      Uncertificated Lower-Tier Interests beginning with the numeral "2," and
      from the Group 3 Mortgage Loans to the Uncertificated Lower-Tier Interests
      beginning with the numeral "3."


                                     - 82 -



      Realized Losses shall be applied after all distributions have been made on
each Distribution Date first, to the Class 1-LPO Interest, the Class 2-LPO
Interest and the Class 3-LPO Interest, so as to keep their principal balances
equal to the Component Balances of the Class 1-PO Component, the Class 2-PO
Component and the Class 3-PO Component, respectively; second, to the Class 1-LS
Interest and the Class 3-LS Interest, so as to keep the principal balances
thereof (computed to eight decimal places) equal to 0.100% of the Group
Subordinate Amount for Loan Group 1 and Loan Group 3, respectively (except that
if any such amount is greater than on the preceding Distribution Date, the least
amount of Realized Losses shall be allocated to the Class 1-LS Interest and the
Class 3-LS Interest such that the Subordinate Balance Ratio is maintained); and
third, the remaining Realized Losses shall be allocated to the Class 1-L
Interest, the Class 2-L Interest and the Class 3-L Interest. Any Realized Losses
allocated to the Uncertificated Lower-Tier Interests pursuant to this paragraph
shall be (a) from Realized Losses allocated to Loan Group 1 in the case of
Uncertificated Lower-Tier Interests beginning with the numeral "1," (b) from
Realized Losses allocated to Loan Group 2 in the case of Uncertificated
Lower-Tier Interests beginning with the numeral "2," and (c) from Realized
Losses allocated to Loan Group 3 in the case of Uncertificated Lower-Tier
Interests beginning with the numeral "3."

      As of any date, the aggregate principal balance of the Class 1-L Interest
and the Class 1-LS Interest shall equal the aggregate Pool Stated Principal
Balance (Non-PO Portion) of Loan Group 1. As of any date, the aggregate
principal balance of the Class 2-L Interest shall equal the aggregate Pool
Stated Principal Balance (Non-PO Portion) of Loan Group 2. As of any date, the
aggregate principal balance of the Class 3-L Interest and the Class 3-LS
Interest shall equal the aggregate Pool Stated Principal Balance (Non-PO
Portion) of Loan Group 3. As of any date, (i) the principal balance of the Class
1-LPO Interest will be equal to the Component Balance of the Class 1-PO
Component, (ii) the principal balance of the Class 2-LPO Interest will be equal
to the Component Balance of the Class 2-PO Component, and (iii) the principal
balance of the Class 3-LPO Interest will be equal to the Component Balance of
the Class 3-PO Component. As of any date, (i) the notional amount of the Class
1-LIO Interest will be equal to the Class 1-IO Notional Amount, (ii) the
notional amount of the Class 2-LIO Interest will be equal to the Class 2-IO
Notional Amount, and (iii) the notional amount of the Class 3-LIO Interest will
be equal to the Class 3-IO Notional Amount.

      The pass-through rate with respect to the Class 1-L Interest and the Class
1-LS Interest shall be 5.750% per annum. The pass-through rate with respect to
the Class 2-L Interest shall be 5.500% per annum. The pass-through rate with
respect to the Class 3-L Interest and the Class 3-LS Interest shall be 5.500%
per annum. The pass-through rate with respect to the Class 1-LIO Interest, the
Class 2-LIO Interest and the Class 3-LIO shall be the same as the Pass-Through
Rate for the Class 1-IO Component, the Class 2-IO Component and the Class 3-IO
Component, respectively, as each such rate is described in the Preliminary
Statement. The Class 1-LPO Interest, the Class 2-LPO Interest and Class 3-LPO
are principal-only interests and are not entitled to distributions of interest.

      Any Non-Supported Interest Shortfalls and Relief Act Reductions will be
allocated to each Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
Amounts distributed to the Uncertificated Lower-Tier


                                     - 83 -



Interests in respect of principal and interest with respect to any Distribution
Date are referred to herein collectively as the "Lower-Tier Distribution
Amount."

            (vii)   Distributions on the Uncertificated Intermediate Lower-Tier
      Interests. On each Distribution Date, each Uncertificated Intermediate
      Lower-Tier Interest (other than the Class 1-ITIO Interest, the Class
      2-ITIO Interest and the Class 3-ITIO Interest) shall receive distributions
      in respect of principal in an amount equal to the amount of principal
      distributed to its respective Corresponding Upper-Tier Class, Classes or
      Component, as provided herein. On each Distribution Date, each
      Uncertificated Intermediate Lower-Tier Interest (other than the Class
      1-ITPO Interest, the Class 2-ITPO Interest and the Class 3-ITPO Interest)
      shall receive distributions in respect of interest in an amount equal to
      the Interest Accrual Amounts and Unpaid Interest Shortfalls, as the case
      may be, in respect of its Corresponding Upper-Tier Class, Classes or
      Component, in each case to the extent actually distributed thereon. Such
      amounts distributed to the Uncertificated Intermediate Lower-Tier
      Interests in respect of principal and interest with respect to any
      Distribution Date are referred to herein collectively as the "Intermediate
      Lower-Tier Distribution Amount."

      As of any date, the principal balance or notional amount of each
Uncertificated Intermediate Lower-Tier Interest equals the aggregate of the
Class Certificate Balances, Component Balance or Notional Amounts of the
respective Corresponding Upper-Tier Class, Classes or Component or, in the case
of the Class 1-A-IT2 Interest, the Class Certificate Balance of the Class 1-A-20
Certificates, and in the case of the Class 1-A-IT3 Interest, the aggregate of
the Class Certificate Balances of the Class 1-A-27 Certificates and the Class
1-A-28 Certificates. The initial principal balance or notional amount of each
Uncertificated Intermediate Lower-Tier Interest equals the aggregate of the
Initial Class Certificate Balances, Component Balance or Initial Notional
Amounts of the respective Corresponding Upper-Tier Class, Classes or Component
or, in the case of the Class 1-A-IT2 Interest, the Class Certificate Balance of
the Class 1-A-20 Certificates, and in the case of the Class 1-A-IT3 Interest,
the aggregate of the Class Certificate Balances of the Class 1-A-27 Certificates
and the Class 1-A-28 Certificates.

      The pass-through rate with respect to the Class 1-A-IT1 Interest shall be
5.500% per annum. The pass-through rate with respect to the Class 2-A-IT1
Interest shall be 5.750% per annum. The pass-through rate with respect to the
Class 3-A-IT1 Interest and the Class 3-A-ITR Interest shall be 5.500% per annum.
The pass-through rate with respect to the Class B-IT1 Interest, Class B-IT2
Interest, Class B-IT3 Interest, Class B-IT4 Interest, Class B-IT5 Interest and
Class B-IT6 Interest shall be the weighted average of the Class 2-L Interest.
The pass-Through Rate with respect to the Class X-B-IT1 Interest, Class X-B-IT2
Interest, Class X-B-IT3 Interest, Class X-B-IT4 Interest, Class X-B-IT5 Interest
and Class X-B-IT6 Interests shall be the weighted average of the Class 1-LS
Interest and the Class 3-LS Interest. The pass-through rate with respect to the
Class 1-ITIO Interest shall be a per annum rate equal to the Pass-Through Rate
of the Class 1-IO Component. The pass-through rate with respect to the Class
2-ITIO Interest shall be a per annum rate equal to the Pass-Through Rate of the
Class 2-IO Component. The pass-through rate with respect to the Class 3-ITIO
Interest shall be a per annum rate equal to the Pass-Through Rate of the Class
3-IO Component. The Class 1-ITPO Interest, the Class 2-ITPO Interest and the
Class 3-ITPO Interest are principal-only interests and are not entitled to
distributions of interest.


                                     - 84 -



      (b)   (i) On each Distribution Date occurring prior to the Accretion
Termination Date for the Class 1-A-22 Certificates, the Class 1-A-22 Accrual
Distribution Amount will be allocated sequentially, as follows:

      first, up to the TAC Principal Amount for such Distribution Date, to the
Class 1-A-20 Certificates, until their Class Certificate Balance has been
reduced to zero; and

      second, to the Class 1-A-22 Certificates, until their Class Certificate
Balance has been reduced to zero.

            (ii)    On each Distribution Date prior to the related Senior Credit
      Support Depletion Date, the amount distributable to the Group 1 Senior
      Certificates pursuant to Section 5.02(a)(ii) for such Distribution Date,
      will be distributed, sequentially, as follows:

      first, up to the PAC Group I Principal Amount for such Distribution Date,
sequentially, as follows:

                    (A)   concurrently, until the Class Certificate Balance of
            the Class 1-A-25 Certificates has been reduced to zero, as follows:

                          (1)   70.3600826530% to the Class 1-A-25 Certificates,
                    until their Class Certificate Balance has been reduced to
                    zero; and

                          (2)   29.6399173469% to the Class 1-A-28 Certificates,
                    until their Class Certificate Balance has been reduced to
                    zero.

                    (B) concurrently, as follows:

                          (1)   60.7103567499% to the Class 1-A-27 Certificates,
                    until their Class Certificate Balance has been reduced to
                    zero; and

                          (2)   39.2896432500% to the Class 1-A-28 Certificates,
                    until their Class Certificate Balance has been reduced to
                    zero.

                    (C)   sequentially, to the Class 1-A-23 and Class 1-A-24
            Certificates, in that order, until their respective Class
            Certificate Balances have been reduced to zero;

      second, concurrently, as follows:

                    (A)   39.6218017607%, sequentially, as follows:

                          (1)   up to the PAC Group II Principal Amount for such
                    Distribution Date, sequentially, as follows:


                                     - 85 -



                                (A)   concurrently, to the Class 1-A-13, Class
                          1-A-14 and Class 1-A-7 Certificates, pro rata, until
                          their Class Certificate Balances have been reduced to
                          zero; and

                                (B)   sequentially, to the Class 1-A-8 and Class
                          1-A-9 Certificates, in that order, until their
                          respective Class Certificate Balances have been
                          reduced to zero; and

                          (2)   concurrently, as follows:

                                (A)   8.5844040762%, sequentially, to the Class
                          1-A-15, Class 1-A-16 and Class 1-A-17 Certificates, in
                          that order, until their respective Class Certificate
                          Balances have been reduced to zero;

                                (B)   91.4155959238%, concurrently, to the Class
                          1-A-18, Class 1-A-19 and Class 1-A-10 Certificates,
                          pro rata, until their Class Certificate Balances have
                          been reduced to zero; and

                          (3)   sequentially, to the Class 1-A-11 Certificates
                    and the Class 1-A-12 Certificates, in that order, until
                    their respective Class Certificate Balances have been
                    reduced to zero; and

                          (4)   concurrently, to the Class 1-A-13, Class 1-A-14
                    and Class 1-A-7 Certificates, pro rata, until their Class
                    Certificate Balances have been reduced to zero; and

                          (5)   sequentially, to the Class 1-A-8 Certificates
                    and the Class 1-A-9 Certificates, in that order, until their
                    respective Class Certificate Balances have been reduced to
                    zero;

                    (B)   27.1382203841%, sequentially, as follows:

                          (1)   sequentially, to the Class 1-A-1 Certificates
                    and the Class 1-A-2 Certificates, in that order, until their
                    respective Class Certificate Balances have been reduced to
                    zero;

                          (2)   concurrently, to the Class 1-A-3, Class 1-A-5
                    and Class 1-A-6 Certificates, pro rata, until their Class
                    Certificate Balances have been reduced to zero; and

                          (3)   to the Class 1-A-4 Certificates, until their
                    Class Certificate Balances has been reduced to zero; and

                    (C)   33.2399778552%, sequentially, as follows:


                                     - 86 -



                          (1)   to the Class 1-A-20 Certificates, up to the TAC
                    Principal Amount for such Distribution Date, to the extent
                    not previously distributed on such Distribution Date;

                          (2)   to the Class 1-A-22 Certificates, until their
                    Class Certificate Balance has been reduced to zero; and

                          (3)   to the Class 1-A-20 Certificates, until their
                    Class Certificate Balance has been reduced to zero; and

      third, sequentially, as follows:

                    (A)   concurrently, until the Class Certificate Balance of
            the Class 1-A-25 Certificates has been reduced to zero as follows:

                          (1)   70.3600826530% to the Class 1-A-25 Certificates,
                    until their Class Certificate Balance has been reduced to
                    zero; and

                          (2)   29.6399173469% to the Class 1-A-28 Certificates,
                    until their Class Certificate Balance has been reduced to
                    zero;

                    (B)   concurrently, as follows:

                          (1)   60.7103567499% to the Class 1-A-27 Certificates,
                    until their Class Certificate Balance has been reduced to
                    zero; and

                          (2)   39.2896432500% to the Class 1-A-28 Certificates,
                    until their Class Certificate Balance has been reduced to
                    zero; and

                    (C)   sequentially, to the Class 1-A-23 Certificates and the
            Class 1-A-24 Certificates, in that order, until their respective
            Class Certificate Balances have been reduced to zero.

            (iii)   With respect to the Group 2 Senior Certificates:

      On each Distribution Date prior to the related Senior Credit Support
Depletion Date, the amount distributable to the Group 2 Senior Certificates
pursuant to Section 5.02(a)(ii) for such Distribution Date, will be distributed,
concurrently, to the Class 2-A-1 and Class 2-A-2 Certificates, pro rata, until
their Class Certificate Balances have been reduced to zero;

            (iv)    With respect to the Group 3 Senior Certificates:

      On each Distribution Date prior to the related Senior Credit Support
Depletion Date, the amount distributable to the Group 3 Senior Certificates
pursuant to Section 5.02(a)(ii) for such Distribution Date, will be distributed,
sequentially, as follows:

      first, to the Class 3-A-R Certificates, until their Class Certificate
Balance has been reduced to zero; and


                                     - 87 -



      second, concurrently, to the Class 3-A-1 and Class 3-A-2 Certificates, pro
rata, until their Class Certificate Balances have been reduced to zero.

      With respect to any of the preceding distribution priorities, if two or
more Classes of Certificates are paying concurrently but only until the Class
Certificate Balances of fewer than all of the Classes are reduced to zero, the
amount distributable in accordance with any such priority will equal the lesser
of (a) the remaining Senior Principal Distribution Amount available to pay such
Classes in accordance with such priority and (b) the remaining Senior Principal
Distribution Amount, which when distributed in accordance with such priority,
will result in the Class Certificate Balance of designated Class or Classes
being reduced to zero.

      On each Distribution Date on or after a Senior Credit Support Depletion
Date, notwithstanding the allocation and priority set forth above, the portion
of the Pool Distribution Amount with respect to the related Loan Group available
to be distributed as principal of the Senior Certificates of the Related Group
shall be distributed, concurrently, as principal of such Classes of Senior
Certificates, pro rata, on the basis of their respective Class Certificate
Balances immediately prior to that Distribution Date, until the Class
Certificate Balances thereof are reduced to zero.

      The Class 1-A-21, Class 1-A-26 and Class X-IO Certificates are Interest
Only Certificates and are not entitled to distributions in respect of principal.

            (v)     Notwithstanding the foregoing, on each Distribution Date
      prior to the Senior Credit Support Depletion Date for Loan Group 1 and
      Loan Group 3 but on or after the date on which the aggregate Class
      Certificate Balance of the Group 1 Senior Certificates or the Group 3
      Senior Certificates have been reduced to zero, amounts otherwise
      distributable as principal payments with respect to the related Loan Group
      on the Class X-B Certificates will be paid as principal to the remaining
      Classes of Senior Certificates of the other such Group together with the
      applicable Senior Principal Distribution Amount in accordance with the
      priorities set forth for the applicable Group in (b)(ii), (iii) or (iv)
      above, provided that on such Distribution Date (a) the Crossed Group
      Aggregate Subordinate Percentage for such Distribution Date is less than
      twice the initial Crossed Group Aggregate Subordinate Percentage or (b)
      the outstanding principal balance of the Group 1 Mortgage Loans and the
      Group 3 Mortgage Loans (including, for this purpose, any Mortgage Loans in
      foreclosure, any REO Property and any Mortgage Loan for which the
      Mortgagor has filed for bankruptcy after the Closing Date) delinquent 60
      days or more (averaged over the preceding six month period), as a
      percentage of the aggregate Class Certificate Balance of the Class X-B
      Certificates, is equal to or greater than 50%. In addition, after giving
      effect to the previous sentence, if on any Distribution Date the aggregate
      Class Certificate Balance of the Group 1 Senior Certificates or the Group
      3 Senior Certificates is greater than the Adjusted Pool Amount (Non-PO
      Portion) of related Loan Group (any such Group, the "Undercollateralized
      Group" and any such excess, the "Undercollateralized Amount"), all amounts
      otherwise distributable as principal on the Class X-B Certificates
      pursuant to 5.02(a)(iv)(B)(12), (10), (8), (6), (4) and (2), in that
      order, will be paid as principal to the Senior Certificates of the
      Undercollateralized Group together with the applicable Senior Principal
      Distribution Amount in accordance with the priorities set forth for the
      applicable Group above under


                                     - 88 -



      (b)(ii), (iii) or (iv) until the aggregate Class Certificate Balance of
      the Senior Certificates of the Undercollateralized Group equals the
      Adjusted Pool Amount (Non-PO Portion) of the Related Loan Group. Also, the
      amount of any Class Unpaid Interest Shortfalls and Component Unpaid
      Interest Shortfalls with respect to the Undercollateralized Group
      (including any Class Unpaid Interest Shortfalls or Component Unpaid
      Interest Shortfalls for such Distribution Date) will be paid to the
      Undercollateralized Group pursuant to Section 5.02(a)(i) prior to the
      payment of any Undercollateralized Amount from amounts otherwise
      distributable as principal on the Class X-B Certificates pursuant to
      Section 5.02(a)(iv)(B)(12), (10), (8), (6), (4) and (2), in that order:
      such amount will be paid to the Senior Certificates and Components (other
      than the Class PO Component) of such Undercollateralized Group in
      accordance with the priorities set forth in Section 5.02(a)(i) up to their
      Interest Distribution Amounts or Component Interest Distribution Amounts
      for such Distribution Date.

      The Class PO Deferred Amounts for the Class 1-X-PO Component and 3-X-PO
Component and the Class PO Deferred Amount for the Class 2-X-PO Component will
be paid from amounts otherwise distributable as principal on the Class X-B and
the Class B Certificates, respectively, before any payments are made pursuant to
the preceding paragraph.

      (c)   On each Distribution Date, Accrued Certificate Interest for each
Class of Certificates (other than the Class X-PO Certificates) and Accrued
Component Interest for each Class IO Component for such Distribution Date shall
be reduced by such Class' or Component's pro rata share, based on such Class'
Interest Distribution Amount or Component's Component Interest Distribution
Amount for such Distribution Date, without taking into account the allocation
made by this Section 5.02(c), of an amount equal to the sum of (A) Non-Supported
Interest Shortfalls incurred on any Mortgage Loans during the calendar month
preceding the month of such Distribution Date, (B) on and after the Senior
Credit Support Depletion Date, any Realized Loss on the Mortgage Loans in the
related Loan Group or related Loan Groups allocable to interest and (C) Relief
Act Reductions incurred on any Mortgage Loans during the calendar month
preceding the month of such Distribution Date.

      (d)   Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), if with respect to each Class of X-B and Class B Certificates on
any Distribution Date, (i) the aggregate of the Class Certificate Balances of
the Class X-B and Class B Certificates, respectively, immediately prior to such
Distribution Date of the Class X-B and Class B Certificates, respectively, that
have higher numerical Class designations than such Class, divided by (ii) the
aggregate Pool Principal Balance (Non-PO Portion) for, in the case of the Class
X-B Certificates, Loan Group 1 and Loan Group 3, and, in the case of the Class B
Certificates, Loan Group 2, immediately prior to such Distribution Date (for
each Class, the "Fractional Interest") is less than the Original Fractional
Interest for such Class, no distribution of principal will be made to any Class
of Class X-B or Class B Certificates, respectively, junior to such Class (the
"Restricted Classes"), and the Class Certificate Balances of the Restricted
Classes of applicable Subordinate Certificates will not be used in determining
the Pro Rata Share for the applicable Subordinate Certificates that are not
Restricted Classes. If the aggregate Class Certificate Balances of the
applicable Subordinate Certificates that are not Restricted Classes are reduced
to zero, notwithstanding the previous sentence, any funds remaining will be
distributed sequentially to the applicable Subordinate Certificates that are
Restricted Classes in order of their respective


                                     - 89 -



numerical Class designations (beginning with the Class of applicable Subordinate
Certificates that is a Restricted Class then outstanding with the lowest
numerical Class designation).

      Section 5.03 Allocation of Losses.

      (a)   No later than five (5) Business Days prior to the related
Distribution Date, the Master Servicer shall inform the Securities
Administrator in writing 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
in each Loan Group. Based on such information, the Securities Administrator
shall determine the total amount of Realized Losses on the Mortgage Loans in
each Loan Group 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 the operation of Section 5.03(b).

      (b)   The Component Balance of the Class PO Component of a Group shall be
reduced on each Distribution Date by the amount, if any, by which the Component
Balance of such Class PO Component (after giving effect to the amounts to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) exceeds the Adjusted Pool Amount (PO Portion) for
such Loan Group for such Distribution Date.

      The Class Certificate Balance of the Class X-B Certificates and Class B
Certificates then outstanding with the highest numerical Class designation shall
be reduced or increased on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of, in the
case of the Class X-B Certificates, all outstanding Classes of Group 1 Senior
Certificates, Group 3 Senior Certificates and Class X-B Certificates and, in the
case of the Class B Certificates, all outstanding Classes of Group 2 Senior
Certificates and Class B Certificates (after giving effect to the amounts to be
distributed as distributions of principal and the allocation of the Class PO
Deferred Amounts on such Distribution Date) equals the sum of the aggregate
Adjusted Pool Amount (Non-PO Portion) of Loan Group 1 and Loan Group 3 and the
Adjusted Pool Amount (Non-PO Portion) of Loan Group 2 for such Distribution
Date.

      After a Senior Credit Support Depletion Date, the Class Certificate
Balances of the Senior Certificates of each related Group in the aggregate shall
be reduced or increased on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of all
outstanding Classes of Senior Certificates of such Group (after giving effect to
the amounts to be distributed as distributions of principal on such Distribution
Date) equals the Adjusted Pool Amount (Non-PO Portion) for the Related Loan
Group for such Distribution Date.

      Any such reduction or increase shall be allocated among the Senior
Certificates of the related Group, pro rata, based on their Class Certificate
Balances immediately prior to such Distribution Date or, in the case of the
Class 1-A-22 Certificates, their initial Class Certificate Balance if lower,
until the Class Certificate Balances thereof have been reduced to zero.


                                     - 90 -



      (c)   Any reduction or increase in the Class Certificate Balance of a
Class of Certificates pursuant to Section 5.03(b) above shall be allocated among
the Certificates of such Class in proportion to their respective Percentage
Interests.

      (d)   The calculation of the amount to be distributed as principal to any
Class of Subordinate Certificates with respect to a Distribution Date (the
"Calculated Principal Distribution") shall be made prior to the allocation of
any Realized Losses for such Distribution Date; provided, however, the actual
payment of principal to the Classes of Certificates shall be made subsequent to
the allocation of Realized Losses for such Distribution Date. In the event that
after the allocation of Realized Losses for a Distribution Date, the Calculated
Principal Distribution for a Class of Subordinate Certificates is greater than
the Class Certificate Balance of such Class, the excess shall be distributed
first, sequentially, to the related Classes of Subordinate Certificates then
outstanding (beginning with the Class of related Subordinate Certificates then
outstanding with the lowest numerical designation) until the respective Class
Certificate Balance of each such Class is reduced to zero and then to the Senior
Certificates of the related Group or Groups, pro rata, in accordance with the
priorities set forth in Section 5.02(b)(ii), (iii) and (iv).

      (e)   After the applicable Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 2-A-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 2-A-2 Certificates will be
reduced by the Class 2-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balance of the Class 2-A-1 Certificates will not
be reduced by the Class 2-A-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 2-A-1 Loss Amount exceeds
the Class Certificate Balance of the Class 2-A-2 Certificates prior to any
reduction for the Class 2-A-2 Loss Allocation Amount, such excess will be
distributed in reduction of the Class Certificate Balance of the Class 2-A-1
Certificates. After the applicable Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 3-A-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 3-A-2 Certificates will be
reduced by the Class 3-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balance of the Class 3-A-1 Certificates will not
be reduced by the Class 3-A-2 Loss Allocation Amount. Notwithstanding the
foregoing, on any Distribution Date in which the Class 3-A-1 Loss Amount exceeds
the Class Certificate Balance of the Class 3-A-2 Certificates prior to any
reduction for the Class 3-A-1 Loss Allocation Amount, such excess will be
distributed in reduction of the Class Certificate Balance of the Class 3-A-1
Certificates.

      Any increase allocated to the Class 2-A-1 Certificates pursuant to Section
5.03(b) will instead increase the Class Certificate Balance of the Class 2-A-2
Certificates and any increase allocated to the Class 3-A-1 Certificates pursuant
to Section 5.03(b) will instead increase the Class Certificate Balance of the
Class 3-A-2 Certificates.

      (f)   Notwithstanding any other provision of this Section 5.03, no Class
Certificate Balance of a Class will be increased on any Distribution Date such
that the Class Certificate Balance of a Class exceeds its Initial Class
Certificate Balance less all distributions of principal previously distributed
in respect of such Class on prior Distribution Dates (excluding in the case of
any Class of Subordinate Certificates any principal otherwise payable to such
Class of Subordinate Certificates but used to pay any related Class PO Deferred
Amount).


                                     - 91 -



      (g)   With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest as described in Section 5.02(a) and to each Uncertificated
Intermediate Lower-Tier Interest in an amount equal to the Realized Losses
allocated to such Uncertificated Intermediate Lower-Tier Interest's
Corresponding Upper-Tier Class, Classes or Component.

      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 such Distribution Date:

            (i)     the actual Distribution Date, the related Record Date, the
      Rate Determination Date and the Interest Accrual Period for each Class for
      such Distribution Date;

            (ii)    for each Loan Group, the related Pool Distribution Amount;

            (iii)   for each Loan Group, the amount of the Pool Distribution
      Amount allocable to principal, separately identifying the aggregate amount
      of any Principal Prepayments, Liquidation Proceeds and other components
      included therein;

            (iv)    for each Loan Group, the amount of the Pool Distribution
      Amount allocable to interest, any Class Unpaid Interest Shortfall and
      Component Unpaid Interest Shortfall included in such distribution and any
      remaining Class Unpaid Interest Shortfall and Component Unpaid Interest
      Shortfall after giving effect to such distribution;

            (v)     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;

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

            (vii)   for each Loan Group, the Pool Stated Principal Balance for
      the preceding Distribution Date and the related Distribution Date;

            (viii)  for each Loan Group, (A) the Senior Percentage, the Senior
      Prepayment Percentage, the Subordinate Percentage and the Subordinate
      Prepayment Percentage for such Distribution Date and (B) the Senior
      Percentage, the Senior Prepayment Percentage, the Subordinate Percentage
      and the Subordinate Prepayment Percentage for the following Distribution
      Date;

            (ix)    the amount of the Servicing Fee paid to or retained by each
      Servicer with respect to each Loan Group and such Distribution Date;


                                     - 92 -



            (x)     the Pass-Through Rate for each such Class of Certificates
      with respect to such Distribution Date;

            (xi)    for each Loan Group, the amount of Advances included in the
      distribution on such Distribution Date and the aggregate amount of
      Advances outstanding as of the close of business on the Determination Date
      immediately preceding such Distribution Date;

            (xii)   for each Loan Group, the number and aggregate principal
      amounts of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
      foreclosure or bankruptcy) 1 to 30 days, 31 to 60 days, 61 to 90 days, 91
      to 120 days, and for each additional 30-day period thereafter (e.g. 121 to
      150 days, 151 to 180 days, etc.) up to foreclosure, (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;

            (xiii)  for each Loan Group, 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;

            (xiv)   for each Loan Group, 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;

            (xv)    for each Loan Group, the aggregate amount of Realized Losses
      incurred during the preceding calendar month and for each Group or any
      Class PO Deferred Amounts for such Distribution Date;

            (xvi)   the Notional Amount for each Class of Interest Only
      Certificates and the notional amount for each interest only Component for
      such Distribution Date;

            (xvii)  for each Loan Group, the Reimbursement Amount;

            (xviii) for each Loan Group, the amount of Recoveries, the Class PO
      Recovery and the Non-PO Recovery;

            (xix)   the Yield Maintenance Agreement Payment received from the
      Counterparty and Yield Maintenance Amounts and Yield Maintenance Amount
      Shortfalls paid to the Class 1-A-20 Certificates;

            (xx)    for each Loan Group, the number of Mortgage Loans at the
      beginning and end of the applicable reporting period, and the Net WAC and
      weighted average remaining term;

            (xxi)   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


                                     - 93 -



      to include such information in the statement, material breaches of
      Mortgage Loan representations and warranties of which the Securities
      Administrator has knowledge or has received written notice; and

            (xxii)  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.

      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 Scheduled Payment due on a Due Date if such Scheduled Payment is
not made by the close of business on the Mortgage Loan's next succeeding Due
Date, and a Mortgage Loan would be more than 30-days Delinquent with respect to
such Scheduled Payment if such Scheduled Payment were not made by the close of
business on the 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 statement setting forth the information set forth in Section
5.04(a).

      In the case of information furnished pursuant to clauses (iii) and (iv) of
Section 5.04(a), the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination.

      On each Distribution Date, the Securities Administrator shall prepare and
furnish to 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 statement described
in Section 5.04(a) for such Distribution Date (a "Monthly Statement").

      The Securities Administrator will make the Monthly Statement to
Certificateholders (and, at its option, any additional files containing the same
information in an alternative format) available each month to Certificateholders
and other parties to this Agreement via the Securities Administrator's Internet
website. The Securities Administrator's Internet website shall initially be
located at "www.ctslink.com." Assistance in using the website can be obtained by
calling the Securities Administrator's customer service desk at (301) 815-6600.
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.


                                     - 94 -



      Within a reasonable period of time after the end of each calendar year,
the Securities Administrator shall furnish to 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 (iv) of Section 5.04(a), in each case 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
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 cause to be timely signed by the Trustee, and shall file or cause to be
filed with the Internal Revenue Service and applicable state or local tax
authorities income tax 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


                                     - 95 -



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 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 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 or 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 of each REMIC created
hereunder for its short taxable year ending December 31, 2006, 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 3-A-R Certificate is hereby designated as the Tax Matters Person
for the Upper-Tier REMIC, Intermediate Lower-Tier REMIC and the Lower-Tier
REMIC. By its acceptance of the Class 3-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, Intermediate Lower-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


                                     - 96 -



obligated to supervise the performance of the Securities Administrator under
this Agreement or otherwise.

      Section 5.08 REMIC 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 avoid the imposition of
tax on any REMIC 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 Regular Certificates, the Residual Certificate, the Uncertificated
Intermediate Lower-Tier Interests and the Uncertificated Lower-Tier Interests.

      (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)   The Securities Administrator, on behalf of the Trust Estate of the
Trustee, shall not 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.

      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


                                     - 97 -



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 Rate, defer
or forgive the payment thereof of any principal or interest payments, reduce the
Scheduled 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
fail to qualify as a REMIC under the Code or the imposition of any tax on
"prohibited transactions" or "contributions" after the Startup Day under the
REMIC Provisions.

      Section 5.09 Determination of LIBOR. On each Rate Determination Date for a
Class of LIBOR Certificates, the Securities Administrator shall determine LIBOR
for the applicable Distribution Date on the basis of the British Bankers'
Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S.
Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate
Determination Date. As used herein, "Telerate page 3750" means the display
designated as page 3750 on the Reuters Telerate Service.

      If on any Rate Determination Date for a Class of LIBOR Certificates, the
Securities Administrator is unable to determine LIBOR on the basis of the method
set forth in the preceding paragraph, LIBOR for the applicable Distribution Date
will be whichever is higher of (x) LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the
Securities Administrator determines to be either (A) the arithmetic mean
(rounding such arithmetic mean upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month U.S. Dollar lending rates that New York City
banks selected by the Securities Administrator are quoting, on the relevant Rate
Determination Date, to the principal London offices of at least two leading
banks in the London interbank market or (B) in the event that the Securities
Administrator can determine no such arithmetic mean, the lowest one-month U.S.
Dollar lending rate that the New York City banks selected by the Securities
Administrator are quoting on such Rate Determination Date to leading European
banks.

      If on any Rate Determination Date for a Class of LIBOR Certificates, the
Securities Administrator is required but is unable to determine the Reserve
Interest Rate in the manner provided in the preceding paragraph, LIBOR for the
applicable Distribution Date will be LIBOR as determined on the previous Rate
Determination Date for such Class of LIBOR Certificates, or, in the case of the
first Rate Determination Date for which the Securities Administrator is required
to determine LIBOR, 4.4900%.

      The establishment of LIBOR by the Securities Administrator and the
Securities Administrator's subsequent calculation of the rates of interest
applicable to each of the LIBOR Certificates in the absence of manifest error,
will be final and binding. After a Rate


                                     - 98 -



Determination Date, the Securities Administrator shall provide the Pass-Through
Rates of the LIBOR Certificates for the related Distribution Date to Beneficial
Owners or Holders of LIBOR Certificates who place a telephone call to the
Securities Administrator at (301) 815-6600 and make a request therefor.

      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.

                                   ARTICLE VI

                                THE CERTIFICATES

      Section 6.01 The Certificates. The Classes of Senior Certificates and the
Subordinate Certificates shall be substantially in the forms attached hereto as
Exhibits 1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6, 1-A-7, 1-A-8, 1-A-9, 1-A-10,
1-A-11, 1-A-12, 1-A-13, 1-A-14, 1-A-15, 1-A-16, 1-A-17, 1-A-18, 1-A-19, 1-A-20,
1-A-21, 1-A-22, 1-A-23, 1-A-24, 1-A-25, 1-A-26, 1-A-27, 1-A-28, 2-A-1, 2-A-2,
3-A-1, 3-A-2, 3-A-R, B-1, B-2, B-3, B-4, B-5, B-6, X-B-1, X-B-2, X-B-3, X-B-4,
X-B-5, X-B-6, X-IO and X-PO and C (reverse of all Certificates) and shall, on
original issue, be executed by the Securities Administrator and shall be
authenticated and


                                     - 99 -



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 shall be available to investors in minimum denominations
of initial Certificate Balance (or initial notional amount) and integral
multiples in excess thereof set forth in the Preliminary Statement. The Senior
Certificates (other than the Class 3-A-R Certificate) and the Class B-1, Class
B-2, Class B-3, Class X-B-1, Class X-B-2 and Class X-B-3 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.

      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 of a like Class,
tenor and 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 which
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:


                                     - 100 -



(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 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, (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,


                                     - 101 -



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 either as Exhibit G-2A or as Exhibit G-2B, 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.

      (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 3-A-R Certificate) presented for registration in the name of an
employee benefit plan or arrangement, including an individual retirement
account, subject to ERISA, the Code, or any federal, state or local law
("Similar Law") which is similar to ERISA or the Code (collectively, a "Plan"),
or a trustee or custodian of any of the foregoing, 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 by or on behalf of
such Plan will not constitute or result in a non-exempt prohibited transaction
within the meaning of ERISA, Section 4975 of the Code or Similar Law 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 Securities
Administrator, the Trustee or the Master Servicer. Any transferee of an ERISA
Restricted Certificate that does not comply with either clause (i) or (ii) of
the preceding sentence will be deemed to have made one of the representations
set forth in Exhibit H. For purposes of clause (i) of the second preceding
sentence, such representation shall be deemed to have been made to the
Certificate Registrar 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 Certificate Registrar shall have received from the
transferee an alternative representation or Opinion of Counsel acceptable in
form and substance to the Depositor. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA Restricted Certificate to or
on behalf of a Plan without the delivery to the Securities Administrator of 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


                                     - 102 -



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 Exhibit I from
      the proposed transferee.

            (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.


                                     - 103 -



            (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 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 or any Person acting on behalf of 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


                                     - 104 -



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 or any agent of the
Depositor, the Master Servicer, the Trustee, the Securities Administrator or the
Certificate Registrar shall be affected by notice to the contrary.

                                   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,


                                     - 105 -



however, that the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of Fannie Mae or Freddie 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 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).

      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 in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and 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 Mortgage Loans on deposit
in the Master Servicer Custodial Account as provided by Section 3.11.


                                     - 106 -



      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 Securities Administrator or
a successor Master Servicer shall have assumed such Master Servicer's
responsibilities and obligations in accordance with Section 8.05 hereof.

                                  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
or the Depositor, or to the Master Servicer, the Depositor, the Securities
Administrator 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


                                     - 107 -



      (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 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(a), 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


                                     - 108 -



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 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 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 such Master
Servicer's failure to remedy the same after notice, the Trustee 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.


                                     - 109 -



      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 be the 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


                                     - 110 -



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 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.

      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 and the Securities Administrator, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, each 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 their exercise as a reasonably prudent
investor would exercise or use under the circumstances in the conduct of such
investor's own affairs. In case an Event of Default has occurred of which a
Responsible Officer of the Securities Administrator shall have actual knowledge
(which has not been cured or waived), the Securities Administrator shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a reasonably prudent
investor would exercise or use under the circumstances in the conduct of such
investor's own affairs.

      The Trustee and the Securities Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee


                                     - 111 -



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)     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, 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)    The Trustee shall not be personally liable for an error
      of judgment made in good faith by a Responsible Officer or Responsible
      Officers of the Trustee, unless it shall be proved that the Trustee 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 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 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


                                     - 112 -



      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 or security
      satisfactory to it against such risk or liability is not reasonably
      assured to it and none of the provisions contained in this Agreement shall
      in any event require the Securities Administrator to perform, or be
      responsible for the manner of performance of, any of the obligations of
      the Master Servicer under this Agreement.

      (c)   The Securities Administrator is hereby directed to execute and
deliver, on behalf of the Trust, the Yield Maintenance Agreement on the Closing
Date and to enforce the obligations of the Counterparty under the Yield
Maintenance Agreement thereafter, including by exercising any right that the
Securities Administrator may have to designate an "early termination date" under
the Yield Maintenance Agreement upon the occurrence of an "event of default" or
a "termination event" thereunder. Upon the occurrence of an "early termination
date" under the Yield Maintenance Agreement, and at the direction of the
Depositor the Securities Administrator shall use reasonable efforts to replace
the Yield Maintenance Agreement with one that is furnished by a replacement for
the Counterparty acceptable to each Rating Agency, and the Securities
Administrator shall hold in trust any amount that is paid to it by the
Counterparty in respect of any such "early termination date" and apply such
amount to the purchase of the related replacement. If any portion of such amount
cannot be so used (either because a replacement for the Yield Maintenance
Agreement is not available or such amount exceeds the amount necessary to
purchase such replacement), the Securities Administrator shall deposit such
portion in the Reserve Fund. If such amount is insufficient to purchase a
replacement for the Yield Maintenance Agreement, the Securities Administrator
shall apply such amount to replace so much of the Yield Maintenance Agreement as
it is possible to replace with such amount. If the Counterparty transfers its
rights and obligations under the Yield Maintenance Agreement to another party in
accordance therewith or the Securities Administrator replaces the Yield
Maintenance Agreement the with one that is furnished by a replacement for the
Counterparty acceptable to each Rating Agency in accordance with this Agreement,
then the Securities Administrator shall execute and deliver the related
replacement for or novation of the Yield Maintenance Agreement.

      In addition, upon its receipt from the Counterparty of each "significance
estimate" of the Yield Maintenance Agreement pursuant thereto, the Securities
Administrator shall, on the basis of such "significance estimate" calculate the
Yield Maintenance Agreement's "significance percentage" of the Class Certificate
Balance of the Class 1-A-20 Certificates as of the date of such "significance
estimate" in accordance with Item 1115 of Regulation AB. For the avoidance of
doubt, such "significance percentage" shall be a fraction, expressed as a
percentage, the numerator of which is such "significance estimate" and the
denominator of which is such Class Certificate Balance. Further, the Securities
Administrator shall determine as of such date whether such "significance
percentage" would require disclosure of financial information with respect to
the Counterparty in any report required to be filed with the Commission pursuant
to Section 3.22, and if it does, the Securities Administrator shall make a
written request of the Counterparty for such information in accordance with the
Yield Maintenance Agreement not later than the third Business Day after it
receives the related "significance estimate". Upon its receipt of such
information, the Securities Administrator shall furnish such information to the
Depositor and, if such information is approved by the Depositor, shall include
such information in the related report as provided in Section 3.22.


                                     - 113 -



      (d)   Subject to the conditions set forth in this Section 9.01(d), 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 3.20 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 3.20, 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 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).

      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


                                     - 114 -



      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)     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, neither the Trustee 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 applicable, 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; and

            (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.


                                     - 115 -



      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 on 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 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


                                     - 116 -



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 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
Fitch and S&P 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 rated at least "F1" by Fitch and "A-1" by S&P
(or such other rating acceptable to Fitch and S&P pursuant to a ratings
confirmation). 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


                                     - 117 -



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 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
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 may petition
any court of competent jurisdiction for the appointment of a successor Trustee
or Securities Administrator.

      If at any time the Trustee or 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 may remove the Trustee or the Securities Administrator, as the case may
be, and appoint a successor trustee or securities administrator 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 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 their 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
and appointment of a successor Trustee 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.


                                     - 118 -



      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
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; provided,
however, that if the predecessor Trustee or Securities Administrator has been
removed pursuant to the third paragraph of Section 9.06, all reasonable expenses
of the predecessor Trustee or Securities Administrator incurred in complying
with this Section 9.07 shall be reimbursed by the Trust.

      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 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.

      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


                                     - 119 -



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 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.


                                     - 120 -



      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") which shall
be authorized to act on behalf of the Securities Administrator in authenticating
or countersigning Certificates. Initially, the Authenticating Agent shall be
Wells Fargo Bank, N.A. 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
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


                                     - 121 -



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 from 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 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
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 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 costs, fees and
expenses that any of them may sustain in any way related to the failure of the
Custodian Administrator to perform any of its obligations under Section 3.21(a).


                                     - 122 -



      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
Wells Fargo Bank, N.A. Whenever reference is made in this Agreement to a
distribution by the Securities Administrator or the furnishing of a statement 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.

      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.


                                     - 123 -



      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 preceding
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, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of
which such judgment has been recovered.

      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


                                     - 124 -



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 of all the Mortgage Loans and all REO
Property remaining in the Trust Estate by the Master Servicer at a price equal
to the sum of (i) 100% of the Stated 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 (ii) below) and (ii) the
fair market value of such REO Property, plus any Class Unpaid Interest Shortfall
for any Class of Certificates as well as any accrued and unpaid interest through
the last day of the month of such purchase at the related Mortgage Interest Rate
on the Stated Principal Balance of each Mortgage Loan (including any Mortgage
Loan as to which REO Property has been acquired) or (b) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Estate and the disposition of all REO Property.

      The Master Servicer may not exercise its purchase option for the Mortgage
Loans until all Reimbursement Amounts for the Mortgage Loans have been paid. The
Securities Administrator shall notify the Sponsor, upon notice of Master
Servicer's intent to exercise its purchase option of any 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 Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof.

      The right of the Master Servicer to purchase the Mortgage Loans is
conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans
being less than 1% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans. In addition, the right of the Master Servicer to purchase the
Mortgage Loans is conditioned on the sum of clause (a)(i) and (ii) of the first
paragraph of this Section 10.01 being less than or equal to the aggregate fair
market value of the Mortgage Loans being purchased (other than any Mortgage Loan
as to which REO Property has been acquired) and the REO Properties; provided,
however, that this sentence shall not apply to any purchase by the Master
Servicer if, at the time of 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 the purposes of the previous
sentence and the first paragraph of this Section 10.01 will be determined by the
Master Servicer exercising its purchase right as of the close of business on the
third (3rd) Business Day next preceding the date upon which such notice of the
exercise of any purchase right is furnished to Certificateholders pursuant to
the sixth paragraph of this Section 10.01.

      If such right is exercised by the Master Servicer, the Trustee shall,
promptly following payment of the purchase price, release to the Master Servicer
or its respective designees, the Mortgage Files pertaining to such Mortgage
Loans being purchased. The Master Servicer's right, title and interest 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.


                                     - 125 -



      Notice of the exercise of any purchase option by the Master Servicer and
notice of any termination of the Trust or any portion of the Trust, specifying
the Final Distribution Date or the applicable 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 or the applicable 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
applicable Certificates at the office or agency of the Securities Administrator
therein specified. Upon the exercise of its purchase option, the Master Servicer
shall remit to the Securities Administrator for deposit to the Certificate
Account on or before the Final Distribution Date or the applicable 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 or any portion of the Trust
Estate computed as above provided together with a statement as to the amount to
be distributed on each applicable Class of Certificates pursuant to the next
succeeding paragraph.

      Upon presentation and surrender of the applicable 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 or the applicable Distribution Date, and in proportion to
their respective Percentage Interests, with respect to Certificateholders of the
same Class, an amount equal to (I) as to each such Class of Certificates, the
Class Certificate Balance thereof plus (a) accrued interest thereon in the case
of an interest-bearing Certificate and (b) the applicable Class PO Deferred
Amount with respect to the Class PO Components and (II) as to the Class 3-A-R
Certificate, the amounts, if any, which remain on deposit (or are deemed to
remain on deposit) in the Upper-Tier Certificate Sub-Account, the Intermediate
Lower-Tier Certificate Sub-Account and the Certificate Account, respectively
(other than the amounts retained to meet claims) after application pursuant to
clause (I) above. An amount shall be distributed in respect of interest and
principal to the Uncertificated Lower-Tier Interests and the Uncertificated
Intermediate Lower-Tier Interests in the same manner as principal and interest
are distributed to the Uncertificated Lower-Tier Interests and the
Uncertificated Intermediate Lower-Tier Interests, respectively, as provided in
Section 5.02.

      If the applicable 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 funds in the Certificate
Account not distributed in final distribution to such Certificateholders of such
Group 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 applicable
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
applicable Certificateholders concerning


                                     - 126 -



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 the Master Servicer exercises its purchase option as provided in
Section 10.01, the Trust 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 (i) result in the
imposition of taxes on "prohibited transactions" or "prohibited contributions"
in respect of any REMIC created hereunder as defined in the REMIC Provisions, or
(ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time
that any related Certificates are outstanding:

            (i)     The Securities Administrator shall specify the first day
      in the 90-day liquidation period in a statement attached to each REMIC's
      final tax return pursuant to Treasury Regulation Section 1.860F-1 and
      shall satisfy all requirements of a qualified liquidation under Section
      860F of the Code and any regulations thereunder;

            (ii)    During such 90-day liquidation period, and at or prior to
      the time of making of the final payment on the Certificates, the
      Securities Administrator shall sell all of the assets of the Trust Estate
      to the Master Servicer for cash; and

            (iii)   At the time of the making of the final payment on the
      Certificates, the Securities Administrator shall distribute or credit, or
      cause to be distributed or credited to the Holder of the Residual
      Certificate all cash on hand in the Trust Estate (other than cash retained
      to meet claims), and the Trust shall terminate at that time.

      (b)   By its acceptance of the Residual Certificate, the Holder thereof
hereby agree to take such other action in connection with such plan of complete
liquidation as may be reasonably requested by the Depositor, the Trustee or the
Securities Administrator.

                                   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, 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 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
pursuant to the Code 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


                                     - 127 -



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 Senior Certificates, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5, Class X-B-1, Class X-B-2, Class
X-B-3, Class X-B-4 or Class X-B-5 Certificates as evidenced by a letter from
each Rating Agency rating such Certificates to such effect and (v) 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 (v) above unless it shall have first received an
Opinion of Counsel to the effect that such amendment shall not cause the
imposition of any tax on any REMIC created hereunder or the Certificateholders
or cause any REMIC created hereunder to fail to qualify as a REMIC 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 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 and the Securities Administrator with an Opinion of Counsel stating
whether such amendment would adversely affect the qualification of any REMIC
created hereunder as a REMIC and notice of the conclusion expressed in such
Opinion of Counsel shall be included with any such solicitation.

      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 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


                                     - 128 -



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.

      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


                                     - 129 -



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 CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

      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 deemed effective upon receipt) to (a) in the case of the
Depositor, Banc of America Funding Corporation, 214 North Tryon Street,
Charlotte, North Carolina 28255, Attention: General Counsel and Chief Financial
Officer, (b) in the case of the Master Servicer, Wells Fargo Bank, N.A., 9062
Old Annapolis Road, Columbia, Maryland 21045, Attention: BAFC 2006-1, (c) in the
case of the Securities Administrator, Wells Fargo Bank, N.A., P.O. Box 98,
Columbia, Maryland 21046, Attention: BAFC, Series 2006-1, and for overnight
delivery purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, Attention: BAFC, Series 2006-1, with a copy to Wells Fargo
Bank, N.A., Sixth and Marquette Avenue, Minneapolis, Minnesota, 55479,
Attention: BAFC, Series 2006-1, (d) in the case of the Trustee, U.S. Bank
National Association, 209 South LaSalle Street, Suite 300, Chicago, Illinois
60604, Attention: Corporate Trust Services, BAFC, Series 2006-1, Attention:
Structured Finance Services, BAFC 2006-1, (e) in the case of Fitch, Fitch
Ratings, One State Street Plaza, New York, New York 10004, Attention:
Residential Mortgage Surveillance Group; and (f) in the case of Moody's, Moody's
Investors Service, Inc., 99 Church


                                     - 130 -



Street, New York, New York 10004, Attn: Residential Mortgage Surveillance
Manager 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 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.

      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.


                                     - 131 -



      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 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.


                                     - 132 -



      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/ Scott Evans
                                        ---------------------------------------
                                     Name:  Scott Evans
                                     Title: Senior Vice President


                                     WELLS FARGO BANK, N.A., as Master Servicer

                                     By:    /s/ Graham M. Oglesby
                                        ---------------------------------------
                                     Name:  Graham Oglesby
                                     Title: Assistant Vice President


                                     WELLS FARGO BANK, N.A., as Securities
                                     Administrator

                                     By:    /s/ Graham M. Oglesby
                                        ---------------------------------------
                                     Name:  Graham Oglesby
                                     Title: Assistant Vice President


                                     U.S. BANK NATIONAL ASSOCIATION, as Trustee

                                     By:    /s/ Melissa A. Rosal
                                        ---------------------------------------
                                     Name:  Melissa A. Rosal
                                     Title: Vice President


             [Signature Page to the Pooling and Servicing Agreement]


                                     - 133 -



STATE OF NORTH CAROLINA   )
                          )     ss.:
COUNTY OF MECKLENBURG           )
                          )

      On the 31st day of January, 2006, before me, a notary public in and for
the State of North Carolina, personally appeared Scott Evans, 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/ Billie K. Davis
                                     -------------------------------------
                                     Notary Public
[Notarial Seal]

My commission expires October 31, 2009.


              [Notary Page to the Pooling and Servicing Agreement]


                                     - 134 -



STATE OF MARYLAND      )
                       )     ss.:
COUNTY OF BALTIMORE    )
                       )

      On the 31st day of January, 2006, before me, a notary public in and for
the State of Maryland, personally appeared Graham M. Oglesby, known to me who,
being by me duly sworn, did depose and say that he is an Assistant Vice
President of Wells Fargo Bank, N.A., a national banking association, 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 association.

                                            /s/ Darron C. Woodus
                                     -------------------------------------
                                     Notary Public
[Notarial Seal]

My commission expires December 6, 2008.


              [Notary Page to the Pooling and Servicing Agreement]


                                     - 135 -



STATE OF MARYLAND      )
                       )     ss.:
COUNTY OF BALTIMORE    )
                       )

      On the 31st day of January, 2006, before me, a notary public in and for
the State of Maryland, personally appeared Graham M. Oglesby, known to me who,
being by me duly sworn, did depose and say that he is an Assistant Vice
President of Wells Fargo Bank, N.A., a national banking association, 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 association.

                                            /s/ Darron C. Woodus
                                     -------------------------------------
                                     Notary Public
[Notarial Seal]

My commission expires December 6, 2008.


              [Notary Page to the Pooling and Servicing Agreement]


                                     - 136 -



STATE OF ILLINOIS      )
                       )     ss.:
COUNTY OF COOK         )
                       )

      On the 31st day of January, 2006, before me, a notary public in and for
the State of Illinois, personally appeared Melissa A. Rosal, known to me who,
being by me duly sworn, did depose and say that he/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 he/she signed his/her
name thereto by order of the Board of Directors of such association.

                                            /s/ Patricia M. Child
                                     -------------------------------------
                                     Notary Public
[Notarial Seal]

My commission expires October 20, 2007.


              [Notary Page to the Pooling and Servicing Agreement]


                                     - 137 -



                                 EXHIBIT A-1-A-1

                    [FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-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 IS 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").

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-1-A-1-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-1

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $12,759,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AA 7

ISIN No.:                                   US05949TAA79

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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-1-A-1-2



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.

      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-1-A-1-3



                                 EXHIBIT A-1-A-2

                    [FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-2

[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 IS 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").

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-1-A-2-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-2

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $3,320,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AB 5

ISIN No.:                                   US05949TAB2

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-1-A-2-2



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.

      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-1-A-2-3



                                 EXHIBIT A-1-A-3

                    [FORM OF FACE OF CLASS 1-A-3 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-3

[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 IS 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").

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-1-A-3-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-3

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $579,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AC 3

ISIN No.:                                   US05949TAC36

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-1-A-3-2



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.

      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-1-A-3-3



                                 EXHIBIT A-1-A-4

                    [FORM OF FACE OF CLASS 1-A-4 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-4

[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 IS 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").

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-1-A-4-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-4

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $4,342,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AD 1

ISIN No.:                                   US05949TAD19

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-1-A-4-2



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.

      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-1-A-4-3



                                 EXHIBIT A-1-A-5

                    [FORM OF FACE OF CLASS 1-A-5 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-5

[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 IS 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").

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-1-A-5-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-5

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $2,000,000.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T AE 9

ISIN No.:                                   US05949TAE91

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-1-A-5-2



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.

      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-1-A-5-3



                                 EXHIBIT A-1-A-6

                    [FORM OF FACE OF CLASS 1-A-6 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-6

[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 IS 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").

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-1-A-6-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-6

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $2,000,000.00

Pass-Through Rate:                          6.000%

CUSIP No.:                                  05949T AF 6

ISIN No.:                                   US05949TAF66

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-1-A-6-2



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.

      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-1-A-6-3



                                 EXHIBIT A-1-A-7

                    [FORM OF FACE OF CLASS 1-A-7 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-7

[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 IS 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").

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-1-A-7-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-7

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $118,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AG 4

ISIN No.:                                   US05949TAG40

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-1-A-7-2



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.

      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-1-A-7-3



                                 EXHIBIT A-1-A-8

                    [FORM OF FACE OF CLASS 1-A-8 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-8

[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 IS 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").

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-1-A-8-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-8

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $1,057,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AH 2

ISIN No.:                                   US05949TAH23

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-1-A-8-2



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.

      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-1-A-8-3



                                 EXHIBIT A-1-A-9

                    [FORM OF FACE OF CLASS 1-A-9 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-9

[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 IS 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").

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-1-A-9-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 1-A-9

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $1,000,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AJ 8

ISIN No.:                                   US05949TTAJ88

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-1-A-9-2



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.

      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-1-A-9-3



                                EXHIBIT A-1-A-10

                   [FORM OF FACE OF CLASS 1-A-10 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-10

[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 IS 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").

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-1-A-10-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-10

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $18,759,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AK 5

ISIN No.:                                   US05949TAK51

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-10-2



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.

      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-1-A-10-3



                                EXHIBIT A-1-A-11

                   [FORM OF FACE OF CLASS 1-A-11 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-11

[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 IS 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").

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-1-A-11-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-11

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $1,524,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AL 3

ISIN No.:                                   US05949TAL35

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-11-2



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.

      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-1-A-11-3



                                EXHIBIT A-1-A-12

                   [FORM OF FACE OF CLASS 1-A-12 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-12

[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 IS 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").

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-1-A-12-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-12

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $3,701,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AM 1

ISIN No.:                                   US05949TAM18

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-12-2



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.

      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-1-A-12-3



                                EXHIBIT A-1-A-13

                   [FORM OF FACE OF CLASS 1-A-13 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-13

[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 IS 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").

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-1-A-13-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-13

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $1,008,000.00

Pass-Through Rate:                          5.250%

CUSIP No.:                                  05949T AN 9

ISIN No.:                                   US05949TAN90

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-13-2



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.

      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-1-A-13-3



                                EXHIBIT A-1-A-14

                   [FORM OF FACE OF CLASS 1-A-14 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-14

[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 IS 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").

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-1-A-14-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-14

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $1,008,000.00

Pass-Through Rate:                          6.250%

CUSIP No.:                                  05949T AP 4

ISIN No.:                                   US05949TAP49

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-14-2



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.

      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-1-A-14-3



                                EXHIBIT A-1-A-15

                   [FORM OF FACE OF CLASS 1-A-15 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-15

[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 IS 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").

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-1-A-15-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-15

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $775,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AQ 2

ISIN No.:                                   US05949TAQ22

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-15-2



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.

      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-1-A-15-3



                                EXHIBIT A-1-A-16

                   [FORM OF FACE OF CLASS 1-A-16 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-16

[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 IS 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").

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-1-A-16-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-16

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $775,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AR 0

ISIN No.:                                   US05949TAR05

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-16-2



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.

      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-1-A-16-3



                                EXHIBIT A-1-A-17

                   [FORM OF FACE OF CLASS 1-A-17 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-17

[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 IS 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").

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-1-A-17-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-17

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $775,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T BY 4

ISIN No.:                                   US05949TBY47

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-17-2



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.

      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-1-A-17-3



                                EXHIBIT A-1-A-18

                   [FORM OF FACE OF CLASS 1-A-18 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-18

[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 IS 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").

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-1-A-18-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-18

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $3,000,000.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T AS 8

ISIN No.:                                   US05949TAS87

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-18-2



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.

      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-1-A-18-3



                                EXHIBIT A-1-A-19

                   [FORM OF FACE OF CLASS 1-A-19 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-19

[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 IS 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").

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-1-A-19-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-19

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $3,000,000.00

Pass-Through Rate:                          6.000%

CUSIP No.:                                  05949T AT 6

ISIN No.:                                   US05949TAT60

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-19-2



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.

      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-1-A-19-3



                                EXHIBIT A-1-A-20

                   [FORM OF FACE OF CLASS 1-A-20 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-20

[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 IS 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").

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-1-A-20-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-20

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $28,000,000.00

Pass-Through Rate:                          Floating

CUSIP No.:                                  05949T AU 3

ISIN No.:                                   US05949TAU34

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-20-2



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.

      Interest will accrue on these Certificates 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-1-A-20-3



                                EXHIBIT A-1-A-21

                   [FORM OF FACE OF CLASS 1-A-21 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-21

[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 IS 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").

REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.


                                   A-1-A-21-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-21

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Notional Amount
of this Certificate
("Denomination"):                           $

Initial Notional
Amount of this Class:                       $28,000,000.00

Pass-Through Rate:                          Inverse Floating

CUSIP No.:                                  05949T AV 1

ISIN No.:                                   US05949TAV17

      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 Notional Amount 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 January 31, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master servicer
(the "Master Servicer") and 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.

      This Class 1-A-21 Certificate is not entitled to any distributions with
respect to principal.

      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


                                   A-1-A-21-2



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 these Certificates 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-1-A-21-3



                                EXHIBIT A-1-A-22

                   [FORM OF FACE OF CLASS 1-A-22 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-22

[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 IS 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").

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-1-A-22-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-22

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $2,621,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AW 9

ISIN No.:                                   US05949TAW99

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-22-2



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.

      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-1-A-22-3



                                EXHIBIT A-1-A-23

                   [FORM OF FACE OF CLASS 1-A-23 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-23

[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 IS 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").

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-1-A-23-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-23

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $50,178,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AX 7

ISIN No.:                                   US05949TAX72

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-23-2



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.

      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-1-A-23-3



                                EXHIBIT A-1-A-24

                   [FORM OF FACE OF CLASS 1-A-24 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-24

[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 IS 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").

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-1-A-24-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-24

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $6,023,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AY 5

ISIN No.:                                   US05949TAY55

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-24-2



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.

      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-1-A-24-3



                                EXHIBIT A-1-A-25

                   [FORM OF FACE OF CLASS 1-A-25 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-25

[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 IS 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").

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-1-A-25-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-25

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $41,542,000.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T AZ 2

ISIN No.:                                   US05949TAZ21

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-25-2



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.

      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-1-A-25-3



                                EXHIBIT A-1-A-26

                   [FORM OF FACE OF CLASS 1-A-26 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-26

[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 IS 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").

REDUCTIONS OF THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN THE AMOUNT
SET FORTH BELOW.


                                   A-1-A-26-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-26

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Notional Amount
of this Certificate
("Denomination"):                           $

Initial Notional
Amount of this Class:                       $3,914,825.00

Pass-Through Rate:                          5.750%

CUSIP No.:                                  05949T BA 6

ISIN No.:                                   US05949TBA60

      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 Notional Amount 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 January 31, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master servicer
(the "Master Servicer") and 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.

      This Class 1-A-26 Certificate is not entitled to any distributions with
respect to principal.

      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


                                   A-1-A-26-2



any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

      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-1-A-26-3



                                EXHIBIT A-1-A-27

                   [FORM OF FACE OF CLASS 1-A-27 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-27

[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 IS 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").

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-1-A-27-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-27

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $27,041,000.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T BB 4

ISIN No.:                                   US05949TBB44

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-27-2



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.

      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-1-A-27-3



                                EXHIBIT A-1-A-28

                   [FORM OF FACE OF CLASS 1-A-28 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-28

[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 IS 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").

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-1-A-28-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                  Class 1-A-28

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $35,000,000.00

Pass-Through Rate:                          5.300%

CUSIP No.:                                  05949T BC 2

ISIN No.:                                   US05949TBC27

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                   A-1-A-28-2



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.

      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-1-A-28-3



                                 EXHIBIT A-2-A-1

                    [FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 2-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 IS 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").

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-2-A-1-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 2-A-1

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $105,137,000.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T BD 0

ISIN No.:                                   US05949TBD00

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-2-A-1-2



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.

      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-2-A-1-3



                                 EXHIBIT A-2-A-2

                    [FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 2-A-2

[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 IS 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").

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.

AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE GROUP 2 SENIOR
CERTIFICATES, THE PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE CLASS
2-A-1 CERTIFICATES WILL BE BORNE BY THE CLASS 2-A-2 CERTIFICATES AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                    A-2-A-2-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 2-A-2

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $4,324,000.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T BE 8

ISIN No.:                                   US05949TBE82

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-2-A-2-2



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.

      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-2-A-2-3



                                 EXHIBIT A-3-A-1

                    [FORM OF FACE OF CLASS 3-A-1 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 3-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 IS 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").

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-3-A-1-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 3-A-1

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $92,989,000.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T BF 5

ISIN No.:                                   US05949TBF57

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-3-A-1-2



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.

      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-3-A-1-3



                                 EXHIBIT A-3-A-2

                    [FORM OF FACE OF CLASS 3-A-2 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 3-A-2

[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 IS 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").

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.

AFTER THE SENIOR CREDIT SUPPORT DEPLETION DATE FOR THE GROUP 1 AND GROUP 3
SENIOR CERTIFICATES, THE PRINCIPAL PORTION OF REALIZED LOSSES ALLOCATED TO THE
CLASS 3-A-1 CERTIFICATES WILL BE BORNE BY THE CLASS 3-A-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                    A-3-A-2-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 3-A-2

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $3,373,000.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T BG 3

ISIN No.:                                   US05949TBG31

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    A-3-A-2-2



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.

      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-3-A-2-3



                                 EXHIBIT A-3-A-R

                    [FORM OF FACE OF CLASS 3-A-R CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 3-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 3-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.

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 3-A-R CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.


                                    A-3-A-R-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class 3-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 three loan groups of adjustable interest 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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $100.00

Initial Class Certificate
Balance of this Class:                      $100.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T BH 1

ISIN No.:                                   US05949TBH14

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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-3-A-R-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
subaccount of the Certificate Account will be made only upon presentment and
surrender of this Class 3-A-R Certificate at the Corporate Trust Office.

      Each Person who has or who acquires this Class 3-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
3-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 3-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 3-A-R Certificate unless such
ownership interest is a pro rata undivided interest; (iii) in connection with
any proposed transfer of this Class 3-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; (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 3-A-R
Certificate to such proposed transferee shall be effected; (v) this Class 3-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 3-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 3-A-R
Certificate will not be disregarded for federal income tax purposes; (vi) any
attempted or purported transfer of this Class 3-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 3-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.

      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-3-A-R-3



                                 EXHIBIT A-X-IO

                    [FORM OF FACE OF CLASS X-IO CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-IO

[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, EACH COMPONENT OF THIS CERTIFICATE
IS 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"). REDUCTIONS OR INCREASES OF THE
NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE MADE MONTHLY AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS OR MORE THAN THE AMOUNT SET
FORTH BELOW.


                                    A-X-IO-4



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-IO

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Notional
Amount of this
Certificate
("Denomination"):                           $

Initial Notional
Amount of this Class:                       $9,635,484.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T BJ 7

ISIN No.:                                   US05949TBJ79

      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 Notional Amount 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 January 31, 2006 (the "Pooling and Servicing
Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master servicer
(the "Master Servicer") and 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.

      This Class X-IO Certificate is not entitled to any distributions with
respect to principal.

      For the purposes of determining distributions of interest, the Class X-IO
will be deemed to consist of three components (each, a "Component"). The amount
of interest which accrues on


                                    A-X-IO-5



the Class X-IO Certificates in any month will equal the sum of the interest
which accrues on the Components. The Components are not severable.

      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.

      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-X-IO-6



                                 EXHIBIT A-X-PO

                    [FORM OF FACE OF CLASS X-PO CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-PO

[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, EACH COMPONENT OF THIS CERTIFICATE
IS 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").

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-X-PO-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-PO

evidencing an interest in a Trust consisting primarily of four loan groups (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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $7,023,913.00

CUSIP No.:                                  05949T BK 4

ISIN No.:                                   US05949TBK43

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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.

      This Class X-PO Certificate represents the right to receive principal
only.

      For the purposes of determining distributions of principal in reduction of
Class Certificate Balance, the Class X-PO Certificates will be deemed to consist
of three components (each, a "Component"). The Components are not severable.


                                    A-X-PO-2



      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.

      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-X-PO-3



                                   EXHIBIT B-1

                     [FORM OF FACE OF CLASS B-1 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-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 IS 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").

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 GROUP 2 SENIOR
CERTIFICATES AND COMPONENTS AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.


                                      B-1-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-1

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $2,923,000.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T BL 2

ISIN No.:                                   US05949TBL26

         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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                      B-1-2



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.

      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-1-3



                                   EXHIBIT B-2

                     [FORM OF FACE OF CLASS B-2 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-2

[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 IS 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").

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 GROUP 2 SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT.


                                      B-2-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-2

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $687,000.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T BM 0

ISIN No.:                                   US05949TBM09

         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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                      B-2-2



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.

      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-2-3



                                   EXHIBIT B-3

                     [FORM OF FACE OF CLASS B-3 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-3

[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 IS 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").

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 GROUP 2 SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS B-1 AND CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.


                                      B-3-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-3

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $344,000.00

Pass-Through Rate:                          5.500%

CUSIP No.:                                  05949T BN 8

ISIN No.:                                   US05949TBN81

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                      B-3-2



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.

      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-3-3



                                   EXHIBIT B-4

                     [FORM OF FACE OF CLASS B-4 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-4

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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").

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 GROUP 2 SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS B-1, CLASS B-2 AND CLASS B-3
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. 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.

UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12,
1995)), THERE IS NO


                                      B-4-4



PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND
LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER
PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN
SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10%
OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH
AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF
ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE
PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE
DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO
ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.


                                      B-4-5



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-4

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: December                      January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate

Balance of this Class:                      $229,000.00

Pass-Through Rate                           5.500%

CUSIP No.:                                  05949T BS7

ISIN No.:                                   US05949TBS78

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                      B-4-6



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.

      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 either as Exhibit G-2A or as
Exhibit G-2B, 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 Seller, 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.

      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-4-7



                                   EXHIBIT B-5

                     [FORM OF FACE OF CLASS B-5 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-5

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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").

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 GROUP 2 SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS B-1, CLASS B-2, CLASS B-3 AND CLASS
B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

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.

UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH


                                      B-5-1



TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL
BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.


                                      B-5-2



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-5

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: December                      January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate

Balance of this Class:                      $172,000.00

Pass-Through Rate                           5.500%

CUSIP No.:                                  05949T BT 5

ISIN No.:                                   US05949TBT51

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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.


                                      B-5-3



      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.

      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 either as Exhibit G-2A or as
Exhibit G-2B, 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 Seller, 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.

      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-5-4



                                   EXHIBIT B-6

                     [FORM OF FACE OF CLASS B-6 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-6

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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").

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 GROUP 2 SENIOR
CERTIFICATES AND COMPONENTS AND THE CLASS B-1, CLASS B-2, CLASS B-3, CLASS B-4
AND CLASS B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

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.

UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS


                                      B-6-5



EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO
PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND
LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER
PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN
SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10%
OF THE TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH
AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF
ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE
PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE
DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO
ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING
AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF
THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.


                                      B-6-6



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                    Class B-6

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: December                      January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate

Balance of this Class:                      $172,580.00

Pass-Through Rate                           5.500%

CUSIP No.:                                  05949T BU 2

ISIN No.:                                   US05949TBU25

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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.


                                      B-6-7



      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.

      Interest will accrue on this Certificate at a per annum rate equal to the
weighted average (based on the Group Subordinate Amount for each Loan Group) of
(i) with respect to Loan Group 1, [__%], (ii) with respect to Loan Group 2,
[__%] and (iii) with respect to Loan Group 3, [__%].

      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 either as Exhibit G-2A or as
Exhibit G-2B, 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 Seller, 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.

      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-6-8



                                 EXHIBIT B-X-B-1

                    [FORM OF FACE OF CLASS X-B-1 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-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 IS 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").

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 GROUP 1 AND GROUP 3
SENIOR CERTIFICATES AND COMPONENTS AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.


                                    B-X-B-1-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-1

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $7,535,000.00

Pass-Through Rate:                          Variable

CUSIP No.:                                  05949T BP 3

ISIN No.:                                   US05949TBP30

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    B-X-B-1-2



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.

      Interest will accrue on these Certificates 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.

                                      * * *


                                    B-X-B-1-3



                                 EXHIBIT B-X-B-2

                    [FORM OF FACE OF CLASS X-B-2 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-2

[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 IS 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").

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 GROUP 1 AND GROUP 3
SENIOR CERTIFICATES AND COMPONENTS AND THE CLASS X-B-1 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT.


                                    B-X-B-2-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-2

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $2,021,000.00

Pass-Through Rate:                          Variable

CUSIP No.:                                  05949T BQ 1

ISIN No.:                                   US05949TBQ13

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    B-X-B-2-2



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.

      Interest will accrue on these Certificates 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.

                                      * * *


                                    B-X-B-2-3



                                 EXHIBIT B-X-B-3

                    [FORM OF FACE OF CLASS X-B-3 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-3

[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 IS 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").

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 GROUP 1 AND GROUP 3
SENIOR CERTIFICATES AND COMPONENTS AND THE CLASS X-B-1 AND CLASS X-B-2
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.


                                    B-X-B-3-1



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-3

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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:                               January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate
Balance of this Class:                      $1,287,000.00

Pass-Through Rate:                          Variable

CUSIP No.:                                  05949T BR 9

ISIN No.:                                   US05949TBR95

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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


                                    B-X-B-3-2



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.

      Interest will accrue on these Certificates 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.

                                      * * *


                                    B-X-B-3-3



                                 EXHIBIT B-X-B-4

                    [FORM OF FACE OF CLASS X-B-4 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-4

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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").

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 GROUP 1 AND GROUP 3
SENIOR CERTIFICATES AND COMPONENTS AND THE CLASS X-B-1, CLASS X-B-2 AND CLASS
X-B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

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.

UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH


                                    B-X-B-4-1



TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL
BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.


                                    B-X-B-4-2



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-4

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: December                      January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate

Balance of this Class:                      $735,000.00

Pass-Through Rate                           Variable

CUSIP No.:                                  05949T BV 0

ISIN No.:                                   US05949TBV08

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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.


                                    B-X-B-4-3



      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.

      Interest will accrue on these Certificates 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 either as Exhibit G-2A or as
Exhibit G-2B, 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 Seller, 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.

      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-X-B-4-4



                                 EXHIBIT B-X-B-5

                    [FORM OF FACE OF CLASS X-B-5 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-5

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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").

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 GROUP 1 AND GROUP 3
SENIOR CERTIFICATES AND COMPONENTS AND THE CLASS X-B-1, CLASS X-B-2, CLASS X-B-3
AND CLASS X-B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT.

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.

UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS


                                    B-X-B-6-1



CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED
IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"),
60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE
AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S)
HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME
EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY
THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN
INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II)
AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES
ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY
OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR
SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE
SECURITIES ADMINISTRATOR OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS
CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL
BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.


                                    B-X-B-6-2



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-5

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: December                      January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate

Balance of this Class:                      $551,000.00

Pass-Through Rate                           Variable

CUSIP No.:                                  05949T BW 8

ISIN No.:                                   US05949TBW80

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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.


                                    B-X-B-6-3



      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.

      Interest will accrue on these Certificates 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 either as Exhibit G-2A or as
Exhibit G-2B, 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 Seller, 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.

      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-X-B-6-4



                                 EXHIBIT B-X-B-6

                    [FORM OF FACE OF CLASS X-B-6 CERTIFICATE]

                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-6

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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").

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 GROUP 1 AND GROUP 3
SENIOR CERTIFICATES AND COMPONENTS AND THE CLASS X-B-1, CLASS X-B-2, CLASS
X-B-3, CLASS X-B-4 AND CLASS X-B-5 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT.

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.

UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF
OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), MAY RESULT IN
"PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF ERISA, THE CODE OR SIMILAR LAW.
TRANSFER OF THIS CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO
THE SECURITIES ADMINISTRATOR EITHER (I) A REPRESENTATION LETTER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS
NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE
SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS SUCH


                                    B-X-B-6-1



TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO PLAN WITH
RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES
FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS
MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE THEREOF AS DEFINED IN SECTION
V(A)(1) OF PTE 95-60) OR BY THE SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE
TOTAL OF ALL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS
ARE DETERMINED UNDER SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND
ALL PLANS THAT HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE
95-60 APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF
THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION
LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY
ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL
BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.


                                    B-X-B-6-2



                       BANC OF AMERICA FUNDING CORPORATION
                Mortgage Pass-Through Certificates, Series 2006-1
                                   Class X-B-6

evidencing an interest in a Trust consisting primarily of three loan groups of
fixed-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: December                      January 1, 2006

First Distribution Date:                    February 27, 2006

Initial Certificate
Balance of this
Certificate
("Denomination"):                           $

Initial Class Certificate

Balance of this Class:                      $735,601.00

Pass-Through Rate                           Variable

CUSIP No.:                                  05949T BX 6

ISIN No.:                                   US05949TBX63

      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 January 31, 2006 (the "Pooling and
Servicing Agreement"), among the Depositor, Wells Fargo Bank, N.A., as master
servicer (the "Master Servicer") and 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.


                                    B-X-B-6-3



      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.

      Interest will accrue on these Certificates 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 either as Exhibit G-2A or as
Exhibit G-2B, 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 Seller, 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.

      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-X-B-6-4



                                    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
Section 5.02 of the Pooling and Servicing Agreement; provided, however, that in
the case of a Class of the Special Retail Certificates, distributions of
principal to which such Class is entitled will be made to the Holders of such
Class as described in Section 5.11 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.


                                       C-1



      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 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. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.

      No service charge will be made for any such registration of transfer or
exchange, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

      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 1% of the aggregate Cut-off Date Pool
Principal Balance of such Mortgage Loans, the Master Servicer has the option to
purchase the Mortgage Loans under the conditions set forth in Section 10.01 of
the Pooling and Servicing Agreement. In the event that no such termination
occurs, the obligations and responsibilities created by the Pooling and
Servicing Agreement will terminate upon the later of the maturity or other
liquidation (or any


                                       C-2



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 Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, 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-3



      IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                            WELLS FARGO BANK, N.A.,
                                            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.


                                            WELLS FARGO BANK, N.A.,
                                            as Securities Administrator


                                            By _________________________________
                                                   Authorized Signatory


                                       C-4



                                   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-5



                                   EXHIBIT D-1

                       LOAN GROUP 1 MORTGAGE LOAN SCHEDULE


                                      D-1-1






LOANID      OCC        PROPTYPE      OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI     PTDATE
----------  ---------  ------------  -----  -------  -----  -----  ---------  --------  ---------  --------  ---------

 601333696  Primary    SFR             360      355  69.16  5.875   9/1/2005  1/1/2006   8/1/2035  1,628.60  12/1/2005
 601334783  Primary    SFR             360      355  77.73      6   9/1/2005  2/1/2006   8/1/2035  1,457.50   1/1/2006
 601335758  Primary    SFR             360      355     80  6.125   9/1/2005  1/1/2006   8/1/2035  1,653.75  12/1/2005
  10072129  Primary    SFR             360      356  68.56   5.75  10/1/2005  1/1/2006   9/1/2035  2,217.34  12/1/2005
  10072885  Primary    SFR             360      355  57.06   5.75   9/1/2005  1/1/2006   8/1/2035  2,323.96  12/1/2005
  10080307  Primary    PUD Detached    360      356  60.24  5.875  10/1/2005  1/1/2006   9/1/2035  2,447.92  12/1/2005
  10109245  Primary    SFR             360      356  56.33  5.875  10/1/2005  1/1/2006   9/1/2035  4,136.98  12/1/2005
  10110491  Primary    SFR             360      356   54.9   5.75  10/1/2005  1/1/2006   9/1/2035  1,341.67  12/1/2005
  10110957  Primary    PUD Detached    360      355     80   5.99   9/1/2005  1/1/2006   8/1/2035  1,925.59  12/1/2005
  10113691  Primary    SFR             360      356     70  5.875  10/1/2005  1/1/2006   9/1/2035  2,570.31  12/1/2005
   9950212  Primary    PUD Attached    360      356     80  5.875  10/1/2005  1/1/2006   9/1/2035  1,684.17  12/1/2005
  10116929  Primary    SFR             360      356     75   6.25  10/1/2005  1/1/2006   9/1/2035  1,523.44  12/1/2005
   3380835  Primary    SFR             360      356     75   6.25  10/1/2005  1/1/2006   9/1/2035  2,031.87  12/1/2005
   4139264  Primary    SFR             360      356     80  5.875  10/1/2005  1/1/2006   9/1/2035  5,915.38  12/1/2005
   4162984  Primary    SFR             360      354     75  6.625   8/1/2005  1/1/2006   7/1/2035  1,128.55  12/1/2005
   4226539  Primary    SFR             360      355  74.91   6.25   9/1/2005  2/1/2006   8/1/2035  1,268.38   1/1/2006
   4245296  Primary    SFR             360      356     75      6  10/1/2005  1/1/2006   9/1/2035  8,543.60  12/1/2005
   4273029  Primary    SFR             360      356     64    6.5  10/1/2005  1/1/2006   9/1/2035  1,011.31  12/1/2005
   2963263  Primary    SFR             360      355  68.97   6.25   9/1/2005  2/1/2006   8/1/2035  6,157.18   1/1/2006
   4104032  Primary    SFR             312      308  78.66  6.125  10/1/2005  1/1/2006   9/1/2031  4,036.47  12/1/2005
   4232331  Primary    SFR             360      355     90  6.875   9/1/2005  1/1/2006   8/1/2035  3,074.43  12/1/2005
   4242713  Primary    PUD             360      356     80   5.75  10/1/2005  1/1/2006   9/1/2035  2,637.75  12/1/2005
   4243762  Secondary  SFR             360      356     80      6  10/1/2005  1/1/2006   9/1/2035  3,477.40  12/1/2005
   4245353  Primary    SFR             360      356     80   5.75  10/1/2005  1/1/2006   9/1/2035  3,186.31  12/1/2005
   4248543  Primary    SFR             360      356     80      6  10/1/2005  1/1/2006   9/1/2035  3,213.60  12/1/2005
   4260894  Primary    PUD             360      356     80  5.875  10/1/2005  1/1/2006   9/1/2035  2,744.74  12/1/2005
  47458559  Primary    SFR             360      356  67.34    5.5  10/1/2005  1/1/2006   9/1/2035  5,677.89  12/1/2005
 694440470  Primary    SFR             360      357  66.67  5.875  11/1/2005  1/1/2006  10/1/2035  8,281.53  12/1/2005
 704466184  Primary    SFR             360      357  63.43      6  11/1/2005  1/1/2006  10/1/2035  5,324.01  12/1/2005
3060166752  Primary    SFR             360      357  66.89    5.5  11/1/2005  2/1/2006  10/1/2035  5,677.89   1/1/2006
3051174641  Primary    SFR             360      356     50    5.5  10/1/2005  2/1/2006   9/1/2035  8,516.84   1/1/2006
3072810389  Primary    SFR             360      357  71.28  5.875  11/1/2005  2/1/2006  10/1/2035  5,915.38   1/1/2006
 641920954  Primary    SFR             360      357  82.08  5.875  11/1/2005  1/1/2006  10/1/2035  2,257.60  12/1/2005
  58849738  Primary    SFR             360      356  59.24   6.25  10/1/2005  1/1/2006   9/1/2035  2,370.76  12/1/2005
 145755476  Secondary  SFR             360      356     80  5.875  10/1/2005  2/1/2006   9/1/2035  2,650.09   1/1/2006
 145867883  Primary    SFR             360      356     80   5.75  10/1/2005  2/1/2006   9/1/2035  3,057.93   1/1/2006
 146037593  Primary    SFR             360      356  76.84  5.625  10/1/2005  1/1/2006   9/1/2035  3,529.69  12/1/2005
 146170097  Primary    SFR             360      356     80  5.875  10/1/2005  2/1/2006   9/1/2035  3,217.97   1/1/2006
 146177092  Primary    SFR             360      356  63.51   5.75  10/1/2005  2/1/2006   9/1/2035  3,698.04   1/1/2006
 146279229  Primary    SFR             360      356     80      6  10/1/2005  1/1/2006   9/1/2035  2,566.08  12/1/2005
 146320213  Primary    SFR             360      356  78.87   5.75  10/1/2005  2/1/2006   9/1/2035  2,656.02   1/1/2006
 146320858  Primary    SFR             360      356  57.48      6  10/1/2005  1/1/2006   9/1/2035  2,791.51  12/1/2005
 146383328  Primary    SFR             360      356  79.71   5.75  10/1/2005  1/1/2006   9/1/2035  2,790.94  12/1/2005
 146402086  Primary    SFR             360      355     75   5.75   9/1/2005  2/1/2006   8/1/2035  2,892.97   1/1/2006
 146496039  Secondary  SFR             360      356  76.35   5.75  10/1/2005  1/1/2006   9/1/2035  2,976.23  12/1/2005
 146594213  Secondary  SFR             360      356     80  5.625  10/1/2005  2/1/2006   9/1/2035  2,279.60   1/1/2006
 146749031  Primary    SFR             360      356     80   5.75  10/1/2005  1/1/2006   9/1/2035  3,011.24  12/1/2005
 146827191  Primary    SFR             360      356     80   5.75  10/1/2005  1/1/2006   9/1/2035  2,310.95  12/1/2005
 146839451  Secondary  SFR             360      357  56.26  5.875  11/1/2005  1/1/2006  10/1/2035  2,661.92  12/1/2005
 146941273  Primary    SFR             360      356     75   5.75  10/1/2005  2/1/2006   9/1/2035  2,254.06   1/1/2006
 146964317  Primary    SFR             360      356  60.14  5.875  10/1/2005  2/1/2006   9/1/2035  2,632.35   1/1/2006
 146987714  Primary    SFR             360      357     40  5.875  11/1/2005  2/1/2006  10/1/2035  2,957.69   1/1/2006
 147351076  Secondary  SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  2,981.36  12/1/2005
 147423503  Primary    SFR             360      357     80      6  11/1/2005  1/1/2006  10/1/2035  2,386.22  12/1/2005
 147717144  Primary    Condo - Low     360      357  44.72  6.125  11/1/2005  3/1/2006  10/1/2035  2,703.87   2/1/2006
   9971194  Primary    PUD Attached    360      356     80  5.875  10/1/2005  1/1/2006   9/1/2035  2,757.33  12/1/2005
   9984336  Primary    PUD Detached    360      357  62.76  5.875  11/1/2005  1/1/2006  10/1/2035  2,335.31  12/1/2005
  10020992  Primary    SFR             360      357     75      6  11/1/2005  1/1/2006  10/1/2035  3,600.00  12/1/2005
  10144397  Primary    SFR             360      356   64.5   5.75  10/1/2005  1/1/2006   9/1/2035  1,236.25  12/1/2005
  10144407  Primary    SFR             360      357  64.94      6  11/1/2005  1/1/2006  10/1/2035  4,075.00  12/1/2005
  10155019  Primary    SFR             360      357  88.39   6.25  11/1/2005  1/1/2006  10/1/2035  1,031.25  12/1/2005
  10156689  Primary    PUD Detached    360      357   78.5  5.875  11/1/2005  1/1/2006  10/1/2035  2,690.26  12/1/2005
  10160583  Primary    Condo - Low     360      357     80   6.25  11/1/2005  1/1/2006  10/1/2035  1,812.50  12/1/2005
  10162087  Primary    SFR             360      357  58.33  5.625  11/1/2005  1/1/2006  10/1/2035  4,101.56  12/1/2005
  10163495  Primary    SFR             360      357  72.74  6.125  11/1/2005  1/1/2006  10/1/2035  2,301.95  12/1/2005
  10164955  Primary    SFR             360      357  33.33   5.75  11/1/2005  1/1/2006  10/1/2035  3,833.33  12/1/2005
  10165277  Primary    SFR             360      357     80      6  11/1/2005  2/1/2006  10/1/2035  1,323.60   1/1/2006
  10170663  Primary    Condo - Mid     360      357  69.84  6.625  11/1/2005  1/1/2006  10/1/2035  2,467.81  12/1/2005
  10174437  Primary    PUD Detached    360      357  52.02      6  11/1/2005  2/1/2006  10/1/2035  3,225.00   1/1/2006
  10174451  Primary    SFR             360      357   72.8  6.125  11/1/2005  2/1/2006  10/1/2035  2,322.40   1/1/2006
  10181181  Primary    SFR             360      357     80   5.75  11/1/2005  1/1/2006  10/1/2035  2,510.83  12/1/2005
  10181365  Primary    PUD Detached    360      357     80  6.125  11/1/2005  1/1/2006  10/1/2035    967.75  12/1/2005
  10181419  Primary    SFR             360      357   67.6  5.875  11/1/2005  1/1/2006  10/1/2035     827.4  12/1/2005






LOANID      OBAL          COBAL         PURPOSE        DOC             SERVICER     OAPPVAL       ODATE      PPEN  SVCFEE
----------  ------------  ------------  -------------  --------------  -----------  ------------  ---------  ----  ------

 601333696    332,650.00    332,650.00  C/O Refi       Standard        GMAC           481,000.00   7/5/2005  N       0.25
 601334783    291,500.00    291,500.00  R/T Refi       Standard        GMAC           375,000.00  6/30/2005  N       0.25
 601335758    324,000.00    324,000.00  C/O Refi       Standard        GMAC           405,000.00   7/1/2005  N       0.25
  10072129    462,750.00    462,750.00  R/T Refi       Limited         RFC            675,000.00   8/2/2005  N       0.33
  10072885    485,000.00    485,000.00  R/T Refi       Limited         RFC            850,000.00   7/6/2005  N       0.33
  10080307    500,000.00    500,000.00  Purchase       Limited         RFC            830,000.00   8/4/2005  N       0.33
  10109245    845,000.00    845,000.00  C/O Refi       Limited         RFC          1,500,000.00   8/5/2005  N       0.33
  10110491    280,000.00    280,000.00  C/O Refi       Limited         RFC            510,000.00   8/5/2005  N       0.33
  10110957    385,760.00    385,459.19  Purchase       Limited         RFC            482,200.00   8/4/2005  N       0.33
  10113691    525,000.00    525,000.00  C/O Refi       Limited         RFC            750,000.00  8/15/2005  N       0.33
   9950212    344,000.00    344,000.00  Purchase       Limited         RFC            430,000.00  8/25/2005  N       0.33
  10116929    292,500.00    292,500.00  C/O Refi       Full            RFC            390,000.00  8/17/2005  N       0.33
   3380835    330,000.00    328,737.70  R/T Refi       Stated Inc/Voa  NatCity        440,000.00  8/10/2005  N       0.25
   4139264  1,000,000.00    995,591.62  Purchase       Full/Alt        NatCity      1,250,000.00   8/8/2005  N       0.25
   4162984    176,250.00    175,304.02  C/O Refi       Stated Inc/Voa  NatCity        235,000.00  6/21/2005  N       0.25
   4226539    206,000.00    204,604.22  C/O Refi       Stated Inc/Voa  NatCity        275,000.00  7/26/2005  N       0.25
   4245296  1,425,000.00  1,419,282.90  Purchase       Full/Alt        NatCity      1,950,000.00  8/16/2005  N       0.25
   4273029    160,000.00    159,416.71  Purchase       Stated Inc/Voa  NatCity        254,000.00  8/12/2005  N       0.25
   2963263  1,000,000.00    995,206.08  Purchase       Full/Alt        NatCity      1,750,000.00   7/7/2005  N       0.25
   4104032    629,300.00    625,976.98  R/T Refi       Full/Alt        NatCity        800,000.00  8/20/2005  N       0.25
   4232331    468,000.00    466,011.44  Purchase       Full/Alt        NatCity        520,000.00  7/18/2005  N       0.25
   4242713    452,000.00    450,098.72  Purchase       Full/Alt        NatCity        565,000.00  8/26/2005  N       0.25
   4243762    580,000.00    577,169.26  Purchase       Full/Alt        NatCity        735,000.00   8/4/2005  N       0.25
   4245353    546,000.00    543,703.32  Purchase       Full/Alt        NatCity        700,000.00  8/22/2005  N       0.25
   4248543    536,000.00    533,849.54  Purchase       Full/Alt        NatCity        690,000.00  8/29/2005  N       0.25
   4260894    464,000.00    462,092.98  Purchase       Full/Alt        NatCity        640,000.00  8/26/2005  N       0.25
  47458559  1,000,000.00    995,591.58  R/T Refi       Full            WAMU         1,485,000.00  8/29/2005  N       0.25
 694440470  1,400,000.00  1,395,696.92  Purchase       Low             WAMU         2,100,000.00  9/28/2005  N       0.25
 704466184    888,000.00    885,334.69  C/O Refi       Low             WAMU         1,400,000.00  9/26/2005  N       0.25
3060166752  1,000,000.00    996,701.26  R/T Refi       Full            WAMU         1,495,000.00  9/21/2005  N       0.25
3051174641  1,500,000.00  1,493,387.34  R/T Refi       Full            WAMU         3,000,000.00  8/10/2005  N       0.25
3072810389  1,000,000.00    996,926.36  Purchase       Full            WAMU         1,403,000.00  9/27/2005  N       0.25
 641920954    381,650.00    380,476.96  R/T Refi       Low             WAMU           465,000.00  9/27/2005  N       0.25
  58849738    385,041.00    383,568.19  R/T Refi       AUS             Wells Fargo    650,000.00  8/31/2005  N       0.25
 145755476    448,000.00    446,159.51  Purchase       AUS             Wells Fargo    580,000.00  8/19/2005  N       0.25
 145867883    524,000.00    521,795.83  Purchase       AUS             Wells Fargo    660,000.00  8/25/2005  N       0.25
 146037593    753,000.00    753,000.00  R/T Refi       Asset Only      Wells Fargo    980,000.00   8/2/2005  N       0.25
 146170097    544,000.00    541,765.11  Purchase       AUS             Wells Fargo    700,000.00  8/26/2005  N       0.25
 146177092    778,000.00    769,179.31  R/T Refi       Asset Only      Wells Fargo  1,225,000.00  8/11/2005  N       0.25
 146279229    428,000.00    426,282.06  R/T Refi       AUS             Wells Fargo    535,000.00  8/29/2005  N       0.25
 146320213    560,000.00    554,300.00  C/O Refi       Asset Only      Wells Fargo    710,000.00  8/10/2005  N       0.25
 146320858    465,600.00    463,732.00  C/O Refi       AUS             Wells Fargo    810,000.00  8/19/2005  N       0.25
 146383328    478,250.00    475,954.38  R/T Refi       Asset Only      Wells Fargo    600,000.00  8/11/2005  N       0.25
 146402086    603,750.00    603,750.00  C/O Refi - HI  Asset Only      Wells Fargo    805,000.00  7/29/2005  N       0.25
 146496039    510,000.00    507,704.49  Purchase       AUS             Wells Fargo    700,000.00  8/11/2005  N       0.25
 146594213    396,000.00    394,093.04  Purchase       AUS             Wells Fargo    500,000.00  8/29/2005  N       0.25
 146749031    516,000.00    513,829.50  Purchase       AUS             Wells Fargo    645,000.00  8/29/2005  N       0.25
 146827191    396,000.00    394,334.28  Purchase       AUS             Wells Fargo    495,000.00  8/30/2005  N       0.25
 146839451    450,000.00    448,616.86  Purchase       AUS             Wells Fargo    830,000.00   9/7/2005  N       0.25
 146941273    386,250.00    384,566.92  Purchase       AUS             Wells Fargo    515,000.00  8/26/2005  N       0.25
 146964317    445,000.00    443,171.81  C/O Refi       AUS             Wells Fargo    740,000.00  8/29/2005  N       0.25
 146987714    500,000.00    498,463.18  C/O Refi - HI  AUS             Wells Fargo  1,250,000.00  9/15/2005  N       0.25
 147351076    504,000.00    502,450.86  Purchase       AUS             Wells Fargo    675,000.00  9/19/2005  N       0.25
 147423503    398,000.00    396,805.39  Purchase       AUS             Wells Fargo    505,000.00  9/14/2005  N       0.25
 147717144    445,000.00    443,695.82  Purchase       Asset Only      Wells Fargo    995,000.00  9/19/2005  N       0.25
   9971194    563,200.00    563,200.00  Purchase       Full            RFC            704,000.00  8/31/2005  N       0.33
   9984336    477,000.00    476,500.00  C/O Refi       Limited         RFC            760,000.00   9/7/2005  N       0.33
  10020992    720,000.00    720,000.00  R/T Refi       Full            RFC            960,000.00  9/26/2005  N       0.33
  10144397    258,000.00    258,000.00  R/T Refi       Limited         RFC            400,000.00  8/31/2005  N       0.33
  10144407    815,000.00    815,000.00  Purchase       Limited         RFC          1,255,000.00   9/2/2005  N       0.33
  10155019    198,000.00    198,000.00  R/T Refi       Full            RFC            224,000.00   9/7/2005  N       0.33
  10156689    549,500.00    549,500.00  R/T Refi       Limited         RFC            700,000.00   9/7/2005  N       0.33
  10160583    348,000.00    348,000.00  Purchase       Limited         RFC            435,000.00   9/7/2005  N       0.33
  10162087    875,000.00    875,000.00  C/O Refi       Limited         RFC          1,500,000.00   9/8/2005  N       0.33
  10163495    450,995.00    450,995.00  R/T Refi       Limited         RFC            620,000.00  9/12/2005  N       0.33
  10164955    800,000.00    800,000.00  R/T Refi       Limited         RFC          2,400,000.00  9/15/2005  N       0.33
  10165277    264,720.00    264,720.00  Purchase       Limited         RFC            330,900.00   9/9/2005  N       0.33
  10170663    447,000.00    447,000.00  R/T Refi       Limited         RFC            640,000.00  9/13/2005  N       0.33
  10174437    645,000.00    644,170.87  R/T Refi       Limited         RFC          1,240,000.00  9/16/2005  N       0.33
  10174451    455,000.00    453,997.45  R/T Refi       Limited         RFC            625,000.00  9/12/2005  N       0.33
  10181181    524,000.00    524,000.00  Purchase       Limited         RFC            655,000.00  9/21/2005  N       0.33
  10181365    189,600.00    189,600.00  Purchase       Limited         RFC            237,000.00  9/22/2005  N       0.33
  10181419    169,000.00    169,000.00  C/O Refi       Limited         RFC            250,000.00  9/20/2005  N       0.33






LOANID      OCC        PROPTYPE      OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI     PTDATE
----------  ---------  ------------  -----  -------  -----  -----  ---------  --------  ---------  --------  ---------

  10183789  Primary    Condo - Low     360      357     70  6.125  11/1/2005  1/1/2006  10/1/2035  1,607.81  12/1/2005
  10188195  Primary    PUD Detached    360      357     80    6.5  11/1/2005  1/1/2006  10/1/2035  2,513.33  12/1/2005
  10193073  Primary    SFR             360      357  59.25  6.125  11/1/2005  1/1/2006  10/1/2035  2,419.38  12/1/2005
7100191977  Primary    SFR             360      355  44.32   5.89   9/1/2005  1/1/2006   8/1/2035  2,012.42  12/1/2005
 702409095  Primary    SFR             360      358     80   5.75  12/1/2005  1/1/2006  11/1/2035  3,501.44  12/1/2005
 702410127  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,863.04  12/1/2005
 702889098  Primary    SFR             360      358  55.46  6.125  12/1/2005  1/1/2006  11/1/2035  3,782.38  12/1/2005
 703425777  Primary    SFR             360      358  56.26      6  12/1/2005  1/1/2006  11/1/2035  3,879.09  12/1/2005
 704070804  Primary    SFR             360      358     75  5.875  12/1/2005  1/1/2006  11/1/2035  2,395.73  12/1/2005
 704181783  Primary    SFR             360      358  64.29  5.875  12/1/2005  1/1/2006  11/1/2035  2,661.92  12/1/2005
 705361186  Primary    SFR             360      358     74  5.875  12/1/2005  2/1/2006  11/1/2035  2,954.73   1/1/2006
 705704476  Primary    SFR             360      358  54.14  5.875  12/1/2005  2/1/2006  11/1/2035  2,454.88   1/1/2006
 706025921  Primary    SFR             360      358  76.47   5.25  12/1/2005  1/1/2006  11/1/2035  2,871.46  12/1/2005
 707606539  Primary    SFR             360      358  65.75      6  12/1/2005  1/1/2006  11/1/2035  7,194.61  12/1/2005
 641678271  Primary    SFR             360      357  58.62   5.75  11/1/2005  1/1/2006  10/1/2035  2,480.18  12/1/2005
3050708118  Primary    SFR             360      358  74.07      5  12/1/2005  1/1/2006  11/1/2035  5,368.22  12/1/2005
3060017955  Primary    SFR             360      358   74.1    5.5  12/1/2005  1/1/2006  11/1/2035  6,416.02  12/1/2005
3060018102  Primary    SFR             360      358     50  5.875  12/1/2005  1/1/2006  11/1/2035  5,915.38  12/1/2005
3060021403  Primary    SFR             360      358  61.12  5.625  12/1/2005  1/1/2006  11/1/2035  5,981.07  12/1/2005
3060562372  Primary    SFR             360      357  53.49  5.375  11/1/2005  1/1/2006  10/1/2035  6,439.67  12/1/2005
3060571324  Primary    SFR             360      358     70   5.75  12/1/2005  2/1/2006  11/1/2035  8,578.52   1/1/2006
3060649278  Primary    SFR             360      358     65  5.625  12/1/2005  1/1/2006  11/1/2035  6,660.35  12/1/2005
3060651803  Primary    Condo           360      358     40      6  12/1/2005  2/1/2006  11/1/2035  5,995.51   1/1/2006
3060672577  Primary    SFR             360      358  54.17    6.5  12/1/2005  1/1/2006  11/1/2035  8,216.89  12/1/2005
3060777608  Secondary  SFR             360      358     70   6.25  12/1/2005  1/1/2006  11/1/2035  6,831.38  12/1/2005
 619993991  Primary    SFR             360      358  51.19   5.75  12/1/2005  2/1/2006  11/1/2035  4,376.80   1/1/2006
3060654237  Primary    Cooperative     360      359  39.49  5.875   1/1/2006  1/1/2006  12/1/2035  6,891.42   1/1/2006
  60038346  Primary    SFR             360      358  60.24  6.125  12/1/2005  1/1/2006  11/1/2035  2,675.09  12/1/2005
  60227527  Primary    SFR             360      358  49.34  5.875  12/1/2005  1/1/2006  11/1/2035  2,290.93  12/1/2005
  60261047  Secondary  SFR             360      358  35.82   6.25  12/1/2005  2/1/2006  11/1/2035  2,602.38   1/1/2006
  60501863  Primary    SFR             360      359  55.88      6   1/1/2006  1/1/2006  12/1/2035  1,708.72   1/1/2006
  60814761  Secondary  SFR             360      358  50.53  6.125  12/1/2005  1/1/2006  11/1/2035  2,456.13  12/1/2005
 140642778  Primary    SFR             240      227  20.53      6   1/1/2005  2/1/2006  12/1/2024    608.97   1/1/2006
 145402277  Primary    SFR             360      358  65.29  5.875  12/1/2005  2/1/2006  11/1/2035  2,394.60   1/1/2006
 146294772  Primary    SFR             360      357  70.56  5.875  11/1/2005  1/1/2006  10/1/2035  6,506.92  12/1/2005
 146547567  Primary    SFR             360      357   56.7      6  11/1/2005  1/1/2006  10/1/2035  2,991.76  12/1/2005
 146616974  Primary    SFR             360      356  63.24  5.875  10/1/2005  1/1/2006   9/1/2035  2,543.61  12/1/2005
 146628722  Primary    SFR             360      357  63.58  5.875  11/1/2005  1/1/2006  10/1/2035  2,839.39  12/1/2005
 146697552  Primary    SFR             360      356     80  5.875  10/1/2005  2/1/2006   9/1/2035  2,377.99   1/1/2006
 146699293  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,990.82  12/1/2005
 146739123  Primary    SFR             360      357     80      6  11/1/2005  2/1/2006  10/1/2035  3,112.87   1/1/2006
 146761937  Primary    SFR             360      356  75.65  5.875  10/1/2005  2/1/2006   9/1/2035  2,756.57   1/1/2006
 146784541  Primary    SFR             360      357  76.29   5.75  11/1/2005  2/1/2006  10/1/2035  5,069.50   1/1/2006
 146812409  Primary    SFR             360      356  66.85  6.125  10/1/2005  1/1/2006   9/1/2035  2,904.38  12/1/2005
 146821384  Primary    SFR             360      356     80  5.875  10/1/2005  1/1/2006   9/1/2035  2,673.76  12/1/2005
 146855648  Primary    SFR             360      358  20.93  6.125  12/1/2005  2/1/2006  11/1/2035  2,734.25   1/1/2006
 146881248  Primary    SFR             360      357     80      6  11/1/2005  3/1/2006  10/1/2035  2,997.76   2/1/2006
 146899026  Primary    Cooperative     360      357     70      6  11/1/2005  1/1/2006  10/1/2035  3,147.65  12/1/2005
 146919766  Primary    SFR             360      357  62.89  5.875  11/1/2005  1/1/2006  10/1/2035  3,608.39  12/1/2005
 146931951  Primary    SFR             360      357  73.33  5.875  11/1/2005  1/1/2006  10/1/2035  2,863.05  12/1/2005
 146940549  Primary    SFR             240      238  59.75  6.125  12/1/2005  1/1/2006  11/1/2025  3,350.96  12/1/2005
 146948112  Primary    SFR             360      358     80      6  12/1/2005  2/1/2006  11/1/2035  2,422.19   1/1/2006
 146975636  Primary    SFR             360      357  66.67  6.125  11/1/2005  2/1/2006  10/1/2035  6,076.11   1/1/2006
 146984851  Primary    SFR             360      357     68  5.875  11/1/2005  2/1/2006  10/1/2035  3,016.85   1/1/2006
 146998554  Secondary  Condo - Low     360      357     80  5.875  11/1/2005  2/1/2006  10/1/2035  3,123.32   1/1/2006
 147038517  Primary    SFR             360      357     70  5.875  11/1/2005  2/1/2006  10/1/2035  2,691.50   1/1/2006
 147039408  Primary    SFR             360      357  66.92   5.75  11/1/2005  2/1/2006  10/1/2035  2,538.55   1/1/2006
 147053813  Primary    SFR             360      355  79.57   5.75   9/1/2005  1/1/2006   8/1/2035  4,318.44  12/1/2005
 147086367  Primary    SFR             360      358     80  6.125  12/1/2005  2/1/2006  11/1/2035  2,600.58   1/1/2006
 147094544  Primary    SFR             360      357   71.6      6  11/1/2005  1/1/2006  10/1/2035  2,554.09  12/1/2005
 147097729  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  2,555.45  12/1/2005
 147116693  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  3,071.27  12/1/2005
 147118657  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  2,645.36  12/1/2005
 147165641  Primary    SFR             360      357  66.38    5.5  11/1/2005  1/1/2006  10/1/2035  3,014.96  12/1/2005
 147174387  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035  2,743.55  12/1/2005
 147179824  Primary    SFR             360      358     50      6  12/1/2005  1/1/2006  11/1/2035  2,847.87  12/1/2005
 147195374  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  3,170.65  12/1/2005
 147205678  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,702.15  12/1/2005
 147234991  Primary    SFR             360      358  73.23  6.125  12/1/2005  1/1/2006  11/1/2035  2,825.39  12/1/2005
 147239156  Primary    SFR             360      358     80  6.125  12/1/2005  2/1/2006  11/1/2035  2,673.49   1/1/2006
 147302392  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  3,099.66  12/1/2005
 147321905  Primary    SFR             360      358  69.17  5.875  12/1/2005  1/1/2006  11/1/2035  2,454.89  12/1/2005
 147324446  Primary    SFR             360      357  55.63  5.625  11/1/2005  1/1/2006  10/1/2035  2,360.20  12/1/2005






LOANID      OBAL          COBAL         PURPOSE   DOC          SERVICER     OAPPVAL       ODATE       PPEN  SVCFEE
----------  ------------  ------------  --------  -----------  -----------  ------------  ----------  ----  ------

  10183789    315,000.00    315,000.00  C/O Refi  Limited      RFC            450,000.00   9/22/2005  N       0.33
  10188195    464,000.00    464,000.00  R/T Refi  Limited      RFC            580,000.00   9/19/2005  N       0.33
  10193073    474,000.00    474,000.00  C/O Refi  Limited      RFC            800,000.00   9/28/2005  N       0.33
7100191977    410,000.00    410,000.00  R/T Refi  Full         PHH/Cendant    925,000.00   7/22/2005  N       0.25
 702409095    600,000.00    598,744.12  Purchase  Low          WAMU           750,000.00  10/31/2005  N       0.25
 702410127    484,000.00    483,010.67  Purchase  Streamline   WAMU           615,000.00   10/6/2005  N       0.25
 702889098    622,500.00    621,286.84  Purchase  Streamline   WAMU         1,150,000.00  10/24/2005  N       0.25
 703425777    647,000.00    645,708.60  C/O Refi  Low          WAMU         1,150,000.00  10/26/2005  N       0.25
 704070804    405,000.00    404,172.14  R/T Refi  Streamline   WAMU           540,000.00  10/31/2005  N       0.25
 704181783    450,000.00    449,080.16  Purchase  Streamline   WAMU           700,000.00  10/11/2005  N       0.25
 705361186    499,500.00    496,474.09  Purchase  Streamline   WAMU           675,000.00  10/24/2005  N       0.25
 705704476    415,000.00    414,151.71  Purchase  Low          WAMU           770,000.00  10/25/2005  N       0.25
 706025921    520,000.00    518,804.47  Purchase  Streamline   WAMU           682,000.00   10/7/2005  N       0.25
 707606539  1,200,000.00  1,197,604.81  Purchase  Full         WAMU         1,825,000.00  10/26/2005  N       0.25
 641678271    425,000.00    423,662.45  Purchase  Low          WAMU           975,000.00   9/22/2005  N       0.25
3050708118  1,000,000.00    997,591.89  C/O Refi  Full         WAMU         1,350,000.00  10/18/2005  N       0.25
3060017955  1,130,000.00  1,127,520.63  R/T Refi  Full         WAMU         1,525,000.00  10/31/2005  N       0.25
3060018102  1,000,000.00    997,955.91  Purchase  Full         WAMU         2,000,000.00   9/30/2005  N       0.25
3060021403  1,039,000.00  1,036,773.28  R/T Refi  Full         WAMU         1,700,000.00  10/11/2005  N       0.25
3060562372  1,150,000.00  1,146,116.77  R/T Refi  Full         WAMU         2,150,000.00   9/30/2005  N       0.25
3060571324  1,470,000.00  1,466,651.88  Purchase  Full         WAMU         2,200,000.00  10/19/2005  N       0.25
3060649278  1,157,000.00  1,154,520.38  C/O Refi  Low          WAMU         1,780,000.00  10/11/2005  N       0.25
3060651803  1,000,000.00    998,004.00  R/T Refi  Full         WAMU         2,500,000.00  10/26/2005  N       0.25
3060672577  1,300,000.00  1,297,643.19  Purchase  Low          WAMU         2,430,000.00  10/27/2005  N       0.25
3060777608  1,109,500.00  1,097,336.97  Purchase  Full         WAMU         1,585,000.00  10/24/2005  N       0.25
 619993991    750,000.00    748,430.15  Purchase  Full         WAMU         1,465,000.00  10/28/2005  N       0.25
3060654237  1,165,000.00  1,163,812.23  R/T Refi  Full         WAMU         2,950,000.00   11/7/2005  N       0.25
  60038346    524,100.00    523,582.60  R/T Refi  Asset Only   Wells Fargo    870,000.00  10/20/2005  N       0.25
  60227527    387,283.00    386,491.35  R/T Refi  AUS          Wells Fargo    785,000.00  10/31/2005  N       0.25
  60261047    422,658.00    421,853.83  R/T Refi  AUS          Wells Fargo  1,180,000.00  10/31/2005  N       0.25
  60501863    285,000.00    284,716.28  C/O Refi  Asset Only   Wells Fargo    510,000.00  10/28/2005  N       0.25
  60814761    404,228.00    403,440.23  R/T Refi  AUS          Wells Fargo    800,000.00  10/31/2005  N       0.25
 140642778     85,000.00     80,170.81  C/O Refi  Asset Only   Wells Fargo    414,000.00   11/4/2004  N       0.25
 145402277    404,808.00    403,980.52  C/O Refi  Asset Only   Wells Fargo    620,000.00  10/26/2005  N       0.25
 146294772  1,100,000.00  1,096,619.00  Purchase  Full         Wells Fargo  1,565,000.00    9/1/2005  N       0.25
 146547567    499,000.00    497,502.26  Purchase  AUS          Wells Fargo    880,000.00   9/19/2005  N       0.25
 146616974    430,000.00    428,233.47  C/O Refi  Income Only  Wells Fargo    680,000.00   8/24/2005  N       0.25
 146628722    480,000.00    478,524.63  C/O Refi  AUS          Wells Fargo    755,000.00   9/26/2005  N       0.25
 146697552    402,000.00    400,348.44  Purchase  AUS          Wells Fargo    502,500.00    9/1/2005  N       0.25
 146699293    505,600.00    504,566.50  Purchase  AUS          Wells Fargo    633,000.00  10/21/2005  N       0.25
 146739123    519,200.00    517,641.63  Purchase  AUS          Wells Fargo    650,000.00   9/22/2005  N       0.25
 146761937    466,000.00    463,127.48  R/T Refi  Asset Only   Wells Fargo    616,000.00   8/30/2005  N       0.25
 146784541    868,700.00    865,966.01  Purchase  Full         Wells Fargo  1,175,000.00    9/1/2005  N       0.25
 146812409    478,000.00    475,981.42  R/T Refi  Full         Wells Fargo    715,000.00   8/26/2005  N       0.25
 146821384    452,000.00    450,143.04  Purchase  AUS          Wells Fargo    570,000.00   8/25/2005  N       0.25
 146855648    450,000.00    449,123.02  C/O Refi  AUS          Wells Fargo  2,150,000.00  10/14/2005  N       0.25
 146881248    500,000.00    498,499.24  Purchase  AUS          Wells Fargo    625,000.00   9/23/2005  N       0.25
 146899026    525,000.00    523,424.20  Purchase  AUS          Wells Fargo    775,000.00   9/15/2005  N       0.25
 146919766    610,000.00    608,125.05  C/O Refi  Asset Only   Wells Fargo    970,000.00   9/19/2005  N       0.25
 146931951    484,000.00    482,512.34  R/T Refi  AUS          Wells Fargo    660,000.00   9/20/2005  N       0.25
 146940549    463,056.00    461,076.08  C/O Refi  AUS          Wells Fargo    775,000.00  10/18/2005  N       0.25
 146948112    404,000.00    403,193.61  Purchase  AUS          Wells Fargo    505,000.00  10/25/2005  N       0.25
 146975636  1,000,000.00    997,069.27  C/O Refi  Full         Wells Fargo  1,500,000.00    9/8/2005  N       0.25
 146984851    510,000.00    508,432.42  R/T Refi  AUS          Wells Fargo    750,000.00   9/20/2005  N       0.25
 146998554    528,000.00    526,377.12  Purchase  AUS          Wells Fargo    660,000.00   9/23/2005  N       0.25
 147038517    455,000.00    453,601.48  Purchase  AUS          Wells Fargo    650,000.00   9/22/2005  N       0.25
 147039408    435,000.00    433,630.94  C/O Refi  AUS          Wells Fargo    650,000.00   9/12/2005  N       0.25
 147053813    740,000.00    736,099.77  R/T Refi  Income Only  Wells Fargo    930,000.00   7/21/2005  N       0.25
 147086367    428,000.00    427,113.07  Purchase  AUS          Wells Fargo  5,530,000.00   10/3/2005  N       0.25
 147094544    426,000.00    424,721.36  C/O Refi  AUS          Wells Fargo    595,000.00   9/21/2005  N       0.25
 147097729    432,000.00    430,543.15  Purchase  AUS          Wells Fargo    550,000.00   9/30/2005  N       0.25
 147116693    519,200.00    518,138.09  Purchase  Full         Wells Fargo    655,000.00  10/14/2005  N       0.25
 147118657    447,200.00    445,825.46  Purchase  Full         Wells Fargo    559,000.00    9/7/2005  N       0.25
 147165641    531,000.00    529,248.37  C/O Refi  AUS          Wells Fargo    800,000.00   9/12/2005  N       0.25
 147174387    457,600.00    456,629.89  Purchase  AUS          Wells Fargo    573,000.00  10/12/2005  N       0.25
 147179824    475,000.00    474,051.90  Purchase  AUS          Wells Fargo  1,000,000.00  10/17/2005  N       0.25
 147195374    536,000.00    534,352.51  C/O Refi  AUS          Wells Fargo    670,000.00   9/19/2005  N       0.25
 147205678    456,800.00    455,866.26  Purchase  AUS          Wells Fargo    575,000.00  10/19/2005  N       0.25
 147234991    465,000.00    464,093.79  Purchase  AUS          Wells Fargo    635,000.00  10/20/2005  N       0.25
 147239156    440,000.00    439,142.50  Purchase  AUS          Wells Fargo    550,000.00  10/12/2005  N       0.25
 147302392    524,000.00    522,232.91  Purchase  AUS          Wells Fargo    680,000.00   9/29/2005  N       0.25
 147321905    415,000.00    414,151.69  Purchase  AUS          Wells Fargo    610,000.00   9/21/2005  N       0.25
 147324446    410,000.00    408,678.86  C/O Refi  AUS          Wells Fargo    737,000.00   9/19/2005  N       0.25






LOANID     OCC        PROPTYPE      OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI     PTDATE
---------  ---------  ------------  -----  -------  -----  -----  ---------  --------  ---------  --------  ---------

147325419  Primary    SFR             360      358  78.27  5.875  12/1/2005  1/1/2006  11/1/2035  2,407.56  12/1/2005
147334452  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  2,536.05  12/1/2005
147337406  Primary    SFR             360      358     80      6  12/1/2005  2/1/2006  11/1/2035  2,997.76   1/1/2006
147339352  Primary    SFR             360      358  66.25      6  12/1/2005  2/1/2006  11/1/2035  2,859.86   1/1/2006
147339725  Primary    SFR             360      358  76.41  5.875  12/1/2005  1/1/2006  11/1/2035  2,892.62  12/1/2005
147341382  Primary    Cooperative     360      357     80   6.25  11/1/2005  2/1/2006  10/1/2035  2,640.20   1/1/2006
147350284  Primary    SFR             360      357  87.62  5.875  11/1/2005  1/1/2006  10/1/2035  2,721.08  12/1/2005
147358337  Secondary  SFR             360      357  79.99      6  11/1/2005  2/1/2006  10/1/2035  2,657.21   1/1/2006
147363378  Primary    SFR             360      357  74.39  6.375  11/1/2005  1/1/2006  10/1/2035  2,854.20  12/1/2005
147366652  Primary    Condo - Low     360      357  67.48  5.875  11/1/2005  2/1/2006  10/1/2035  2,454.89   1/1/2006
147377055  Secondary  SFR             360      358  78.85   6.25  12/1/2005  2/1/2006  11/1/2035  2,524.45   1/1/2006
147379432  Primary    SFR             360      357  63.87      6  11/1/2005  1/1/2006  10/1/2035  2,967.78  12/1/2005
147381271  Primary    SFR             360      357  76.06      6  11/1/2005  1/1/2006  10/1/2035  3,009.75  12/1/2005
147386452  Primary    SFR             360      357     80  5.875  11/1/2005  2/1/2006  10/1/2035  2,437.14   1/1/2006
147390462  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  3,643.58  12/1/2005
147435929  Primary    SFR             360      357   68.8      6  11/1/2005  2/1/2006  10/1/2035  2,578.07   1/1/2006
147449243  Primary    SFR             360      358  63.95  5.625  12/1/2005  2/1/2006  11/1/2035  3,166.12   1/1/2006
147451165  Primary    SFR             360      357   72.8   5.75  11/1/2005  1/1/2006  10/1/2035  2,655.26  12/1/2005
147453344  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  2,839.39  12/1/2005
147453773  Primary    Condo - Low     360      358  79.92  6.125  12/1/2005  1/1/2006  11/1/2035  2,564.12  12/1/2005
147457683  Primary    SFR             360      358     80  5.875  12/1/2005  2/1/2006  11/1/2035  2,673.76   1/1/2006
147458384  Secondary  Condo - Low     360      357     80  5.875  11/1/2005  2/1/2006  10/1/2035  2,555.45   1/1/2006
147458772  Primary    SFR             360      355  70.29  5.875   9/1/2005  1/1/2006   8/1/2035  7,068.88  12/1/2005
147458988  Primary    SFR             360      358  69.88  5.875  12/1/2005  2/1/2006  11/1/2035  3,430.92   1/1/2006
147460604  Primary    SFR             360      357  79.44  5.875  11/1/2005  1/1/2006  10/1/2035  2,543.62  12/1/2005
147471262  Primary    Condo - Low     360      358  79.85      6  12/1/2005  3/1/2006  11/1/2035  2,614.05   2/1/2006
147473128  Primary    SFR             360      358  79.34      6  12/1/2005  1/1/2006  11/1/2035  2,877.85  12/1/2005
147473482  Primary    SFR             360      358  66.81      6  12/1/2005  1/1/2006  11/1/2035  2,804.10  12/1/2005
147474381  Primary    SFR             360      357     80   6.25  11/1/2005  2/1/2006  10/1/2035  2,512.13   1/1/2006
147478325  Primary    SFR             360      357     80  5.625  11/1/2005  1/1/2006  10/1/2035  2,532.89  12/1/2005
147480743  Primary    SFR             360      358  79.32  5.875  12/1/2005  1/1/2006  11/1/2035  2,768.40  12/1/2005
147486674  Primary    Condo - Low     360      357     80  6.125  11/1/2005  1/1/2006  10/1/2035  3,038.06  12/1/2005
147493456  Primary    SFR             360      357     80  6.125  11/1/2005  1/1/2006  10/1/2035  2,785.29  12/1/2005
147495022  Primary    Cooperative     360      358  79.37  5.875  12/1/2005  1/1/2006  11/1/2035  2,957.69  12/1/2005
147503668  Primary    SFR             360      357     80  5.625  11/1/2005  2/1/2006  10/1/2035  2,532.89   1/1/2006
147504294  Primary    SFR             360      357  72.96   5.75  11/1/2005  2/1/2006  10/1/2035  3,022.91   1/1/2006
147509723  Primary    SFR             360      357  64.52  5.875  11/1/2005  1/1/2006  10/1/2035  2,957.69  12/1/2005
147518211  Primary    Condo - High    360      358     80      6  12/1/2005  1/1/2006  11/1/2035  3,266.36  12/1/2005
147521405  Primary    SFR             360      357     80    6.5  11/1/2005  1/1/2006  10/1/2035  3,033.93  12/1/2005
147521488  Primary    SFR             360      358     75  5.875  12/1/2005  1/1/2006  11/1/2035  2,373.55  12/1/2005
147525687  Primary    SFR             360      357   62.5  5.875  11/1/2005  1/1/2006  10/1/2035  2,957.69  12/1/2005
147544902  Primary    SFR             360      357  54.17   5.75  11/1/2005  1/1/2006  10/1/2035  3,034.58  12/1/2005
147545131  Primary    SFR             360      357  62.05   5.75  11/1/2005  2/1/2006  10/1/2035  2,824.50   1/1/2006
147548713  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  3,549.23  12/1/2005
147551725  Primary    Condo - Low     360      358     80      6  12/1/2005  1/1/2006  11/1/2035  3,597.31  12/1/2005
147554745  Primary    SFR             360      358  77.01      6  12/1/2005  2/1/2006  11/1/2035  2,666.51   1/1/2006
147576706  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  2,626.43  12/1/2005
147577183  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  3,549.23  12/1/2005
147581037  Primary    SFR             360      357     80      6  11/1/2005  1/1/2006  10/1/2035  2,743.55  12/1/2005
147583884  Primary    SFR             360      357  64.29  5.625  11/1/2005  1/1/2006  10/1/2035  2,849.50  12/1/2005
147595912  Primary    SFR             360      357  64.51  5.875  11/1/2005  1/1/2006  10/1/2035  2,919.24  12/1/2005
147606313  Primary    SFR             360      358     65  5.875  12/1/2005  1/1/2006  11/1/2035  2,422.35  12/1/2005
147609143  Primary    SFR             360      357  79.66  5.875  11/1/2005  2/1/2006  10/1/2035  2,732.91   1/1/2006
147615538  Primary    SFR             360      358  61.65  6.125  12/1/2005  1/1/2006  11/1/2035  2,659.82  12/1/2005
147618672  Primary    SFR             360      358  60.56  5.875  12/1/2005  1/1/2006  11/1/2035  3,179.52  12/1/2005
147620587  Primary    SFR             360      357   53.6      6  11/1/2005  1/1/2006  10/1/2035  4,016.99  12/1/2005
147624761  Primary    SFR             360      357  71.55  6.125  11/1/2005  1/1/2006  10/1/2035  2,612.73  12/1/2005
147628937  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,602.77  12/1/2005
147635189  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035  2,695.58  12/1/2005
147636922  Primary    SFR             360      357  57.14  5.625  11/1/2005  1/1/2006  10/1/2035  2,878.29  12/1/2005
147641047  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035  2,440.00  12/1/2005
147648554  Primary    SFR             360      357   46.7    5.5  11/1/2005  1/1/2006  10/1/2035  2,413.11  12/1/2005
147653265  Primary    SFR             360      358  36.67   5.75  12/1/2005  2/1/2006  11/1/2035  2,100.71   1/1/2006
147656524  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  3,854.22  12/1/2005
147659502  Primary    SFR             360      357  63.58  6.125  11/1/2005  1/1/2006  10/1/2035  3,129.20  12/1/2005
147661516  Primary    SFR             360      357  70.82  5.875  11/1/2005  1/1/2006  10/1/2035  2,555.45  12/1/2005
147671036  Primary    SFR             360      357  56.52   5.75  11/1/2005  2/1/2006  10/1/2035  3,034.00   1/1/2006
147679492  Primary    SFR             360      358  71.76      6  12/1/2005  1/1/2006  11/1/2035  3,261.04  12/1/2005
147679674  Primary    SFR             360      357     75  6.375  11/1/2005  1/1/2006  10/1/2035  2,620.26  12/1/2005
147679682  Primary    SFR             360      357     80  5.625  11/1/2005  1/1/2006  10/1/2035  2,752.98  12/1/2005
147680433  Primary    SFR             360      357     80  5.625  11/1/2005  2/1/2006  10/1/2035  3,311.18   1/1/2006
147680979  Primary    SFR             360      357  54.19  5.875  11/1/2005  1/1/2006  10/1/2035  2,372.07  12/1/2005
147681043  Primary    SFR             360      358  74.07  5.875  12/1/2005  2/1/2006  11/1/2035  2,957.69   1/1/2006






LOANID     OBAL          COBAL         PURPOSE   DOC          SERVICER     OAPPVAL       ODATE       PPEN  SVCFEE
---------  ------------  ------------  --------  -----------  -----------  ------------  ----------  ----  ------

147325419    407,000.00    406,050.02  C/O Refi  AUS          Wells Fargo    520,000.00   10/4/2005  N       0.25
147334452    428,720.00    427,402.24  Purchase  AUS          Wells Fargo    538,000.00   9/26/2005  N       0.25
147337406    500,000.00    498,999.75  Purchase  AUS          Wells Fargo    640,000.00  10/12/2005  N       0.25
147339352    477,000.00    476,036.83  C/O Refi  AUS          Wells Fargo    720,000.00   10/5/2005  N       0.25
147339725    489,000.00    488,000.44  C/O Refi  AUS          Wells Fargo    640,000.00   10/5/2005  N       0.25
147341382    428,800.00    427,573.02  Purchase  AUS          Wells Fargo    536,000.00   9/12/2005  N       0.25
147350284    460,000.00    458,586.11  Purchase  Full         Wells Fargo    525,000.00   9/28/2005  N       0.25
147358337    443,200.00    441,869.74  Purchase  AUS          Wells Fargo    554,052.00   9/23/2005  N       0.25
147363378    457,500.00    456,222.04  C/O Refi  Income Only  Wells Fargo    615,000.00   9/21/2005  N       0.25
147366652    415,000.00    413,673.92  Purchase  AUS          Wells Fargo    615,000.00   9/28/2005  N       0.25
147377055    410,000.00    409,219.91  Purchase  AUS          Wells Fargo    520,000.00   10/7/2005  N       0.25
147379432    495,000.00    493,514.26  C/O Refi  Income Only  Wells Fargo    775,000.00   9/30/2005  N       0.25
147381271    502,000.00    500,493.24  R/T Refi  Asset Only   Wells Fargo    660,000.00   9/19/2005  N       0.25
147386452    412,000.00    410,733.65  Purchase  Asset Only   Wells Fargo    519,000.00   9/23/2005  N       0.25
147390462    615,950.00    614,056.78  Purchase  AUS          Wells Fargo    770,000.00   9/14/2005  N       0.25
147435929    430,000.00    428,709.36  C/O Refi  AUS          Wells Fargo    625,000.00   9/22/2005  N       0.25
147449243    550,000.00    548,821.26  C/O Refi  AUS          Wells Fargo    860,000.00   10/4/2005  N       0.25
147451165    455,000.00    453,568.00  Purchase  AUS          Wells Fargo    625,000.00   9/23/2005  N       0.25
147453344    480,000.00    478,524.63  Purchase  Asset Only   Wells Fargo    775,000.00   9/27/2005  N       0.25
147453773    422,000.00    421,177.58  R/T Refi  Full         Wells Fargo    528,000.00  10/19/2005  N       0.25
147457683    452,000.00    450,875.57  Purchase  AUS          Wells Fargo    570,000.00  10/14/2005  N       0.25
147458384    432,000.00    430,672.15  Purchase  AUS          Wells Fargo    560,000.00   10/3/2005  N       0.25
147458772  1,195,000.00  1,188,848.27  Purchase  Full         Wells Fargo  1,725,000.00   7/11/2005  N       0.25
147458988    580,000.00    578,814.43  Purchase  AUS          Wells Fargo    830,000.00  10/19/2005  N       0.25
147460604    430,000.00    428,524.74  C/O Refi  Asset Only   Wells Fargo    541,300.00   9/26/2005  N       0.25
147471262    436,000.00    435,129.73  Purchase  AUS          Wells Fargo    550,000.00  10/20/2005  N       0.25
147473128    480,000.00    479,041.91  R/T Refi  AUS          Wells Fargo    605,000.00   10/7/2005  N       0.25
147473482    467,700.00    466,698.82  R/T Refi  AUS          Wells Fargo    700,000.00   10/5/2005  N       0.25
147474381    408,000.00    406,832.55  C/O Refi  AUS          Wells Fargo    510,000.00   9/22/2005  N       0.25
147478325    440,000.00    438,582.21  C/O Refi  AUS          Wells Fargo    550,000.00   9/28/2005  N       0.25
147480743    468,000.00    466,987.72  C/O Refi  AUS          Wells Fargo    590,000.00  10/19/2005  N       0.25
147486674    500,000.00    498,534.61  C/O Refi  Asset Only   Wells Fargo    625,000.00   9/19/2005  N       0.25
147493456    458,400.00    457,056.55  Purchase  AUS          Wells Fargo    574,000.00   9/30/2005  N       0.25
147495022    500,000.00    498,977.96  C/O Refi  AUS          Wells Fargo    630,000.00   10/7/2005  N       0.25
147503668    440,000.00    438,582.21  C/O Refi  AUS          Wells Fargo    550,000.00   9/27/2005  N       0.25
147504294    518,000.00    515,936.87  R/T Refi  AUS          Wells Fargo    710,000.00   9/15/2005  N       0.25
147509723    500,000.00    498,463.18  Purchase  AUS          Wells Fargo    800,000.00   9/29/2005  N       0.25
147518211    544,800.00    543,712.57  Purchase  AUS          Wells Fargo    681,000.00  10/19/2005  N       0.25
147521405    480,000.00    478,031.82  C/O Refi  AUS          Wells Fargo    600,000.00   9/26/2005  N       0.25
147521488    401,250.00    400,429.80  C/O Refi  Asset Only   Wells Fargo    535,000.00  10/13/2005  N       0.25
147525687    500,000.00    498,313.86  C/O Refi  AUS          Wells Fargo    800,000.00   9/28/2005  N       0.25
147544902    520,000.00    508,267.39  C/O Refi  AUS          Wells Fargo    960,000.00   9/21/2005  N       0.25
147545131    484,000.00    482,476.73  R/T Refi  AUS          Wells Fargo    780,000.00   9/16/2005  N       0.25
147548713    600,000.00    598,773.54  Purchase  Asset Only   Wells Fargo    750,000.00  10/21/2005  N       0.25
147551725    600,000.00    598,802.39  R/T Refi  Full         Wells Fargo    750,000.00  10/14/2005  N       0.25
147554745    444,750.00    443,862.27  Purchase  AUS          Wells Fargo    580,000.00  10/13/2005  N       0.25
147576706    444,000.00    442,635.30  Purchase  AUS          Wells Fargo    555,000.00   10/3/2005  N       0.25
147577183    600,000.00    598,055.32  Purchase  Asset Only   Wells Fargo    750,000.00   9/23/2005  N       0.25
147581037    457,600.00    456,226.50  Purchase  AUS          Wells Fargo    580,000.00   9/23/2005  N       0.25
147583884    495,000.00    493,404.98  C/O Refi  AUS          Wells Fargo    770,000.00   9/28/2005  N       0.25
147595912    493,500.00    491,983.15  C/O Refi  AUS          Wells Fargo    765,000.00   9/22/2005  N       0.25
147606313    409,500.00    408,662.94  C/O Refi  AUS          Wells Fargo    630,000.00   10/3/2005  N       0.25
147609143    462,000.00    459,977.03  C/O Refi  Asset Only   Wells Fargo    580,000.00   9/30/2005  N       0.25
147615538    437,750.00    436,896.89  R/T Refi  AUS          Wells Fargo    710,000.00  10/12/2005  N       0.25
147618672    537,500.00    536,401.30  Purchase  Asset Only   Wells Fargo    925,000.00   10/6/2005  N       0.25
147620587    670,000.00    667,989.01  R/T Refi  Asset Only   Wells Fargo  1,250,000.00   9/23/2005  N       0.25
147624761    430,000.00    428,739.77  C/O Refi  AUS          Wells Fargo    601,000.00   9/16/2005  N       0.25
147628937    440,000.00    439,100.60  Purchase  AUS          Wells Fargo    585,000.00  10/18/2005  N       0.25
147635189    449,600.00    448,702.60  C/O Refi  AUS          Wells Fargo    562,000.00   10/3/2005  N       0.25
147636922    500,000.00    498,388.85  C/O Refi  AUS          Wells Fargo    875,000.00   9/19/2005  N       0.25
147641047    488,000.00    488,000.00  Purchase  Asset Only   Wells Fargo    610,000.00  10/12/2005  N       0.25
147648554    425,000.00    423,598.01  R/T Refi  AUS          Wells Fargo    910,000.00   9/26/2005  N       0.25
147653265    440,000.00    436,809.04  R/T Refi  AUS          Wells Fargo  1,200,000.00  10/12/2005  N       0.25
147656524    787,246.00    787,246.00  Purchase  Asset Only   Wells Fargo    990,000.00  10/20/2005  N       0.25
147659502    515,000.00    513,490.66  C/O Refi  AUS          Wells Fargo    810,000.00   9/22/2005  N       0.25
147661516    432,000.00    430,672.17  C/O Refi  AUS          Wells Fargo    610,000.00   9/23/2005  N       0.25
147671036    519,900.00    518,263.75  Purchase  AUS          Wells Fargo    925,000.00   9/30/2005  N       0.25
147679492    543,914.00    542,828.35  C/O Refi  AUS          Wells Fargo    758,000.00   10/6/2005  N       0.25
147679674    420,000.00    418,771.73  C/O Refi  Income Only  Wells Fargo    560,000.00   9/10/2005  N       0.25
147679682    478,232.00    476,691.00  Purchase  AUS          Wells Fargo    598,000.00   9/20/2005  N       0.25
147680433    575,200.00    573,346.55  Purchase  AUS          Wells Fargo    719,000.00   9/27/2005  N       0.25
147680979    401,000.00    399,767.47  C/O Refi  AUS          Wells Fargo    740,000.00   9/26/2005  N       0.25
147681043    500,000.00    498,977.96  C/O Refi  AUS          Wells Fargo    675,000.00  10/11/2005  N       0.25






LOANID     OCC        PROPTYPE     OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI     PTDATE
---------  ---------  -----------  -----  -------  -----  -----  ---------  --------  ---------  --------  ---------

147683007  Primary    SFR            360      358  51.38      6  12/1/2005  1/1/2006  11/1/2035  1,396.50  12/1/2005
147690432  Primary    SFR            360      358     80      6  12/1/2005  1/1/2006  11/1/2035  2,968.98  12/1/2005
147691372  Primary    SFR            360      358  78.91  5.875  12/1/2005  2/1/2006  11/1/2035  2,567.28   1/1/2006
147694327  Primary    SFR            360      358  42.31  6.125  12/1/2005  2/1/2006  11/1/2035  2,491.21   1/1/2006
147703771  Primary    SFR            240      238  68.79  5.875  12/1/2005  1/1/2006  11/1/2025  4,219.97  12/1/2005
147706907  Primary    SFR            360      358     80  6.125  12/1/2005  2/1/2006  11/1/2035  2,867.93   1/1/2006
147716294  Primary    SFR            360      357  79.81  5.875  11/1/2005  1/1/2006  10/1/2035  2,525.87  12/1/2005
147717276  Primary    SFR            360      358  64.71  5.625  12/1/2005  2/1/2006  11/1/2035  2,734.37   1/1/2006
147718464  Primary    SFR            360      358     75      6  12/1/2005  1/1/2006  11/1/2035  2,423.69  12/1/2005
147721724  Primary    SFR            360      355     75  6.125   9/1/2005  1/1/2006   8/1/2035  7,678.68  12/1/2005
147724918  Primary    SFR            360      358  34.48  5.875  12/1/2005  1/1/2006  11/1/2035  2,447.92  12/1/2005
147751572  Primary    SFR            360      358  61.12   5.75  12/1/2005  1/1/2006  11/1/2035  3,209.66  12/1/2005
147755417  Primary    SFR            360      358  67.76      6  12/1/2005  1/1/2006  11/1/2035  5,078.20  12/1/2005
147760599  Secondary  Condo - Low    360      358  77.65  5.875  12/1/2005  2/1/2006  11/1/2035  2,661.92   1/1/2006
147764724  Primary    SFR            360      358  60.15  5.875  12/1/2005  1/1/2006  11/1/2035  2,839.39  12/1/2005
147765523  Secondary  Condo - Low    360      357  62.49  5.875  11/1/2005  1/1/2006  10/1/2035  2,521.35  12/1/2005
147772107  Primary    SFR            360      358  74.66      6  12/1/2005  1/1/2006  11/1/2035  3,267.56  12/1/2005
147777064  Secondary  SFR            360      357  55.87  6.125  11/1/2005  2/1/2006  10/1/2035  3,038.06   1/1/2006
147779607  Primary    SFR            360      358  79.83  5.875  12/1/2005  2/1/2006  11/1/2035  2,738.82   1/1/2006
147781207  Primary    SFR            360      358  72.46  5.875  12/1/2005  1/1/2006  11/1/2035  4,722.50  12/1/2005
147783336  Primary    SFR            360      358  74.82  5.875  12/1/2005  1/1/2006  11/1/2035  8,112.95  12/1/2005
147788285  Primary    SFR            360      358  50.48   5.75  12/1/2005  1/1/2006  11/1/2035  2,474.35  12/1/2005
147788939  Primary    SFR            360      358  58.82  5.875  12/1/2005  1/1/2006  11/1/2035  2,957.69  12/1/2005
147792006  Primary    SFR            360      358     75      6  12/1/2005  2/1/2006  11/1/2035  3,147.65   1/1/2006
147792675  Primary    SFR            360      358     75      6  12/1/2005  1/1/2006  11/1/2035  2,906.25  12/1/2005
147794135  Primary    SFR            360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,508.13  12/1/2005
147794721  Primary    SFR            360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  3,087.83  12/1/2005
147795629  Primary    SFR            360      358  75.07  5.875  12/1/2005  1/1/2006  11/1/2035  2,975.44  12/1/2005
147799548  Primary    SFR            360      358  63.09      6  12/1/2005  1/1/2006  11/1/2035  3,409.25  12/1/2005
147802326  Secondary  Condo - Low    360      358     65  6.125  12/1/2005  1/1/2006  11/1/2035  2,685.64  12/1/2005
147802359  Primary    SFR            360      358  32.14  5.625  12/1/2005  2/1/2006  11/1/2035  2,590.46   1/1/2006
147802722  Primary    SFR            360      358  57.65  5.875  12/1/2005  2/1/2006  11/1/2035  2,898.54   1/1/2006
147804694  Primary    SFR            360      358  62.07  5.875  12/1/2005  1/1/2006  11/1/2035  2,661.92  12/1/2005
147810048  Primary    SFR            360      357  79.09  5.875  11/1/2005  1/1/2006  10/1/2035  2,661.92  12/1/2005
147812127  Primary    SFR            360      358  76.57  5.625  12/1/2005  1/1/2006  11/1/2035  2,475.33  12/1/2005
147814438  Primary    Condo - Low    360      358  74.56  5.875  12/1/2005  2/1/2006  11/1/2035  2,883.65   1/1/2006
147814719  Primary    SFR            360      358  58.29   5.75  12/1/2005  1/1/2006  11/1/2035  2,976.23  12/1/2005
147816607  Primary    SFR            360      358  67.34      6  12/1/2005  2/1/2006  11/1/2035  2,705.18   1/1/2006
147816714  Primary    Condo - Low    360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,572.18  12/1/2005
147835177  Primary    SFR            360      358  50.68      6  12/1/2005  1/1/2006  11/1/2035  2,552.29  12/1/2005
147840276  Primary    SFR            360      358  47.62   5.75  12/1/2005  2/1/2006  11/1/2035  4,791.66   1/1/2006
147856611  Primary    SFR            360      358     80   5.75  12/1/2005  1/1/2006  11/1/2035  2,521.04  12/1/2005
147856843  Primary    SFR            360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  2,824.50   1/1/2006
147860985  Primary    Condo - Low    360      358  64.52  6.125  12/1/2005  1/1/2006  11/1/2035  4,593.75  12/1/2005
147878441  Primary    SFR            360      357     40  5.875  11/1/2005  1/1/2006  10/1/2035  2,401.64  12/1/2005
147883045  Primary    SFR            360      356  70.35   6.25  10/1/2005  1/1/2006   9/1/2035  3,032.10  12/1/2005
147891584  Primary    SFR            360      358  61.22      6  12/1/2005  1/1/2006  11/1/2035  2,697.98  12/1/2005
147894414  Primary    SFR            360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  2,185.00   1/1/2006
147896138  Primary    SFR            360      358     75   5.75  12/1/2005  1/1/2006  11/1/2035  5,965.63  12/1/2005
147896658  Primary    SFR            360      358  74.62   5.75  12/1/2005  2/1/2006  11/1/2035  2,544.91   1/1/2006
147904213  Primary    SFR            360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  2,457.17   1/1/2006
147913537  Primary    SFR            360      356     80  6.125  10/1/2005  1/1/2006   9/1/2035  2,673.49  12/1/2005
147918254  Primary    SFR            360      358  64.83  5.625  12/1/2005  1/1/2006  11/1/2035  2,843.75  12/1/2005
147920755  Primary    SFR            360      358  69.43  5.625  12/1/2005  2/1/2006  11/1/2035  2,993.42   1/1/2006
147924021  Primary    SFR            360      358     40   5.75  12/1/2005  2/1/2006  11/1/2035  2,917.87   1/1/2006
147924807  Primary    SFR            360      358  59.29      6  12/1/2005  2/1/2006  11/1/2035  4,496.63   1/1/2006
147929681  Primary    SFR            360      358  53.22   5.75  12/1/2005  2/1/2006  11/1/2035  2,655.26   1/1/2006
147930002  Primary    Condo - Low    360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,460.80  12/1/2005
147931125  Primary    SFR            360      358  77.77   5.75  12/1/2005  1/1/2006  11/1/2035  3,108.70  12/1/2005
147941504  Primary    SFR            360      358     76   5.75  12/1/2005  1/1/2006  11/1/2035  4,734.17  12/1/2005
147950091  Primary    SFR            360      358     80  5.875  12/1/2005  2/1/2006  11/1/2035  2,706.65   1/1/2006
147957864  Primary    SFR            360      358  74.85   5.75  12/1/2005  2/1/2006  11/1/2035  2,994.79   1/1/2006
147962989  Primary    SFR            360      358  32.09  6.125  12/1/2005  1/1/2006  11/1/2035  1,759.72  12/1/2005
147964696  Primary    SFR            360      358  61.29   5.75  12/1/2005  1/1/2006  11/1/2035  2,771.98  12/1/2005
147981997  Primary    SFR            360      358  77.04  5.875  12/1/2005  1/1/2006  11/1/2035  2,620.52  12/1/2005
147986046  Primary    SFR            360      358     80  6.125  12/1/2005  1/1/2006  11/1/2035  2,717.24  12/1/2005
147988489  Primary    SFR            360      358  64.53  5.875  12/1/2005  2/1/2006  11/1/2035  3,001.14   1/1/2006
147989396  Primary    SFR            360      358  56.76   5.75  12/1/2005  1/1/2006  11/1/2035  2,451.01  12/1/2005
147990865  Primary    SFR            360      358     80   5.75  12/1/2005  1/1/2006  11/1/2035  2,567.73  12/1/2005
147994784  Primary    SFR            360      358  71.51   5.75  12/1/2005  1/1/2006  11/1/2035  2,658.18  12/1/2005
147995161  Primary    SFR            240      238   52.5  5.875  12/1/2005  1/1/2006  11/1/2025  3,723.51  12/1/2005
148003437  Primary    SFR            360      358  79.47  5.875  12/1/2005  1/1/2006  11/1/2035  3,549.23  12/1/2005
148017007  Primary    SFR            360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  2,941.21   1/1/2006






LOANID     OBAL          COBAL         PURPOSE   DOC          SERVICER     OAPPVAL       ODATE       PPEN  SVCFEE
---------  ------------  ------------  --------  -----------  -----------  ------------  ----------  ----  ------

147683007    280,000.00    279,296.50  C/O Refi  AUS          Wells Fargo    545,000.00  10/19/2005  N        0.25
147690432    495,200.00    494,211.58  Purchase  AUS          Wells Fargo    620,000.00  10/14/2005  N        0.25
147691372    434,000.00    433,112.86  C/O Refi  AUS          Wells Fargo    550,000.00   10/3/2005  N        0.25
147694327    410,000.00    408,619.42  C/O Refi  Asset Only   Wells Fargo    969,000.00  10/13/2005  N        0.25
147703771    595,000.00    592,331.76  R/T Refi  AUS          Wells Fargo    865,000.00   10/7/2005  N        0.25
147706907    472,000.00    471,080.14  Purchase  AUS          Wells Fargo    590,000.00   10/3/2005  N        0.25
147716294    427,000.00    425,687.55  R/T Refi  AUS          Wells Fargo    535,000.00   9/29/2005  N        0.25
147717276    475,000.00    473,982.00  C/O Refi  AUS          Wells Fargo    734,000.00   10/4/2005  N        0.25
147718464    404,250.00    403,443.11  Purchase  AUS          Wells Fargo    540,000.00  10/27/2005  N        0.25
147721724  1,263,750.00  1,257,545.54  Purchase  Full         Wells Fargo  1,685,000.00   7/18/2005  N        0.25
147724918    500,000.00    500,000.00  C/O Refi  AUS          Wells Fargo  1,450,000.00  10/19/2005  N        0.25
147751572    550,000.00    548,757.99  Purchase  Full         Wells Fargo    910,000.00   10/3/2005  N        0.25
147755417    847,000.00    845,309.38  C/O Refi  Asset Only   Wells Fargo  1,250,000.00  10/24/2005  N        0.25
147760599    450,000.00    447,075.26  Purchase  Asset Only   Wells Fargo    580,000.00   10/5/2005  N        0.25
147764724    480,000.00    479,018.82  C/O Refi  AUS          Wells Fargo    798,000.00  10/12/2005  N        0.25
147765523    515,000.00    515,000.00  Purchase  AUS          Wells Fargo    830,000.00   9/28/2005  N        0.25
147772107    545,000.00    543,912.17  C/O Refi  AUS          Wells Fargo    730,000.00  10/12/2005  N        0.25
147777064    500,000.00    497,777.28  C/O Refi  AUS          Wells Fargo    895,000.00   9/23/2005  N        0.25
147779607    463,000.00    462,051.22  C/O Refi  AUS          Wells Fargo    580,000.00   10/7/2005  N        0.25
147781207    999,999.00    964,596.76  Purchase  Asset Only   Wells Fargo  1,380,000.00  10/19/2005  N        0.25
147783336  1,371,500.00  1,368,696.52  R/T Refi  Full         Wells Fargo  1,833,000.00  10/12/2005  N        0.25
147788285    424,000.00    423,111.86  C/O Refi  AUS          Wells Fargo    840,000.00   10/3/2005  N        0.25
147788939    500,000.00    498,977.96  C/O Refi  AUS          Wells Fargo    850,000.00   10/7/2005  N        0.25
147792006    525,000.00    523,952.09  C/O Refi  AUS          Wells Fargo    700,000.00   10/7/2005  N        0.25
147792675    581,250.00    581,250.00  C/O Refi  Full         Wells Fargo    775,000.00  10/25/2005  N        0.25
147794135    424,000.00    423,133.29  C/O Refi  AUS          Wells Fargo    530,000.00  10/18/2005  N        0.25
147794721    522,000.00    519,962.79  Purchase  AUS          Wells Fargo    665,000.00   9/23/2005  N        0.25
147795629    503,000.00    501,971.81  R/T Refi  AUS          Wells Fargo    670,000.00  10/13/2005  N        0.25
147799548    684,550.00    681,849.31  R/T Refi  Full         Wells Fargo  1,085,000.00  10/17/2005  N        0.25
147802326    442,000.00    441,138.61  C/O Refi  AUS          Wells Fargo    680,000.00   10/5/2005  N        0.25
147802359    450,000.00    449,035.58  C/O Refi  AUS          Wells Fargo  1,400,000.00   10/4/2005  N        0.25
147802722    490,000.00    488,995.47  C/O Refi  AUS          Wells Fargo    850,000.00  10/14/2005  N        0.25
147804694    450,000.00    449,080.16  C/O Refi  AUS          Wells Fargo    725,000.00  10/11/2005  N        0.25
147810048    450,000.00    448,616.86  Purchase  AUS          Wells Fargo    569,000.00   9/28/2005  N        0.25
147812127    430,000.00    429,078.44  Purchase  AUS          Wells Fargo    563,000.00  10/14/2005  N        0.25
147814438    589,000.00    589,000.00  R/T Refi  Full         Wells Fargo    790,000.00   10/4/2005  N        0.25
147814719    510,000.00    508,932.49  C/O Refi  AUS          Wells Fargo    875,000.00   9/28/2005  N        0.25
147816607    451,200.00    450,003.10  R/T Refi  Asset Only   Wells Fargo    670,000.00  10/10/2005  N        0.25
147816714    434,828.00    433,939.16  Purchase  AUS          Wells Fargo    567,000.00  10/11/2005  N        0.25
147835177    425,700.00    424,850.30  C/O Refi  AUS          Wells Fargo    840,000.00  10/10/2005  N        0.25
147840276    999,999.00    999,998.80  C/O Refi  Asset Only   Wells Fargo  2,100,000.00  10/19/2005  N        0.25
147856611    432,000.00    431,086.76  C/O Refi  AUS          Wells Fargo    540,000.00   10/7/2005  N        0.25
147856843    484,000.00    482,986.92  R/T Refi  AUS          Wells Fargo    605,000.00  10/11/2005  N        0.25
147860985    900,000.00    900,000.00  Purchase  Full         Wells Fargo  1,410,000.00  10/11/2005  N        0.25
147878441    406,000.00    404,752.12  C/O Refi  Asset Only   Wells Fargo  1,015,000.00   9/27/2005  N        0.25
147883045    492,450.00    490,063.72  R/T Refi  Full         Wells Fargo    700,000.00   8/25/2005  N        0.25
147891584    450,000.00    449,101.80  C/O Refi  AUS          Wells Fargo    735,000.00  10/14/2005  N        0.25
147894414    456,000.00    456,000.00  Purchase  Full         Wells Fargo    570,000.00  10/10/2005  N        0.25
147896138  1,245,000.00  1,245,000.00  R/T Refi  Full         Wells Fargo  1,660,000.00  10/13/2005  N        0.25
147896658    533,500.00    528,110.58  C/O Refi  AUS          Wells Fargo    715,000.00  10/13/2005  N        0.25
147904213    512,800.00    512,753.46  Purchase  Asset Only   Wells Fargo    641,000.00  10/19/2005  N        0.25
147913537    440,000.00    438,246.08  C/O Refi  Income Only  Wells Fargo    550,000.00   8/26/2005  N        0.25
147918254    494,000.00    492,941.28  Purchase  Full         Wells Fargo    762,000.00  10/17/2005  N        0.25
147920755    520,000.00    518,885.55  Purchase  AUS          Wells Fargo    750,000.00  10/11/2005  N        0.25
147924021    500,000.00    498,953.42  C/O Refi  AUS          Wells Fargo  1,250,000.00  10/10/2005  N        0.25
147924807    750,000.00    748,503.01  Purchase  Full         Wells Fargo  1,265,000.00   10/4/2005  N        0.25
147929681    455,000.00    454,047.62  Purchase  AUS          Wells Fargo    855,000.00   9/28/2005  N        0.25
147930002    416,000.00    415,149.66  Purchase  AUS          Wells Fargo    530,000.00   10/6/2005  N        0.25
147931125    532,700.00    531,539.37  C/O Refi  AUS          Wells Fargo    685,000.00  10/21/2005  N        0.25
147941504    988,000.00    988,000.00  Purchase  Asset Only   Wells Fargo  1,300,000.00  10/19/2005  N        0.25
147950091    457,560.00    456,624.69  Purchase  Asset Only   Wells Fargo    580,000.00  10/11/2005  N        0.25
147957864    625,000.00    625,000.00  C/O Refi  AUS          Wells Fargo    835,000.00  10/25/2005  N        0.25
147962989    345,000.00    344,760.94  C/O Refi  AUS          Wells Fargo  1,075,000.00  10/13/2005  N        0.25
147964696    475,000.00    474,005.75  C/O Refi  AUS          Wells Fargo    775,000.00  10/11/2005  N        0.25
147981997    443,000.00    442,094.45  R/T Refi  Asset Only   Wells Fargo    575,000.00  10/13/2005  N        0.25
147986046    447,200.00    446,328.46  Purchase  Full         Wells Fargo    559,000.00   10/5/2005  N        0.25
147988489    613,000.00    612,898.29  C/O Refi  Asset Only   Wells Fargo    950,000.00  10/11/2005  N        0.25
147989396    420,000.00    419,120.88  R/T Refi  AUS          Wells Fargo    740,000.00  10/12/2005  N        0.25
147990865    440,000.00    439,079.00  C/O Refi  AUS          Wells Fargo    550,000.00  10/18/2005  N        0.25
147994784    455,500.00    454,546.57  R/T Refi  Asset Only   Wells Fargo    637,000.00  10/13/2005  N        0.25
147995161    525,000.00    522,687.96  C/O Refi  AUS          Wells Fargo  1,000,000.00  10/17/2005  N        0.25
148003437    600,000.00    598,773.54  C/O Refi  AUS          Wells Fargo    755,000.00  10/19/2005  N        0.25
148017007    504,000.00    502,945.06  Purchase  Asset Only   Wells Fargo    630,000.00  10/25/2005  N        0.25






LOANID     OCC        PROPTYPE      OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI      PTDATE
---------  ---------  ------------  -----  -------  -----  -----  ---------  --------  ---------  ---------  ---------

148017908  Primary    Condo - High    360      358  45.83      6  12/1/2005  2/1/2006  11/1/2035   5,500.00   1/1/2006
148018047  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035   2,896.17  12/1/2005
148024482  Primary    SFR             360      358     60   5.75  12/1/2005  2/1/2006  11/1/2035   2,875.00   1/1/2006
148026172  Primary    SFR             360      358     48  5.875  12/1/2005  2/1/2006  11/1/2035   2,555.45   1/1/2006
148028038  Primary    SFR             360      358     80  5.875  12/1/2005  2/1/2006  11/1/2035   2,990.82   1/1/2006
148029507  Primary    SFR             360      358  37.06   5.75  12/1/2005  1/1/2006  11/1/2035   3,676.51  12/1/2005
148032527  Primary    Condo - High    360      358  22.73  5.875  12/1/2005  2/1/2006  11/1/2035   1,669.48   1/1/2006
148035603  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035   1,966.17  12/1/2005
148036064  Primary    Condo - Low     360      358     80  5.875  12/1/2005  2/1/2006  11/1/2035   2,679.38   1/1/2006
148036916  Primary    SFR             360      358  69.83  6.125  12/1/2005  1/1/2006  11/1/2035   3,038.06  12/1/2005
148046907  Primary    SFR             360      358  22.06      6  12/1/2005  3/1/2006  11/1/2035   2,997.76   2/1/2006
148057243  Primary    SFR             360      358  78.26   5.75  12/1/2005  1/1/2006  11/1/2035   2,626.08  12/1/2005
148060965  Primary    SFR             360      358  59.94      6  12/1/2005  2/1/2006  11/1/2035   3,036.73   1/1/2006
148064074  Primary    Condo - Low     360      358     80      6  12/1/2005  1/1/2006  11/1/2035   2,057.80  12/1/2005
148068158  Primary    SFR             360      358  72.25  5.875  12/1/2005  2/1/2006  11/1/2035   3,073.04   1/1/2006
148075906  Primary    SFR             360      358     50  6.375  12/1/2005  1/1/2006  11/1/2035   4,679.03  12/1/2005
148081946  Primary    SFR             360      358     70   5.75  12/1/2005  2/1/2006  11/1/2035   2,364.69   1/1/2006
148082332  Primary    SFR             360      357  74.77  5.875  11/1/2005  1/1/2006  10/1/2035   3,153.49  12/1/2005
148083579  Primary    SFR             360      358     80  5.625  12/1/2005  1/1/2006  11/1/2035   2,956.58  12/1/2005
148096274  Primary    SFR             360      358  78.72   5.75  12/1/2005  2/1/2006  11/1/2035   2,659.37   1/1/2006
148097397  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035   3,170.64  12/1/2005
148101769  Primary    SFR             360      358     80   6.25  12/1/2005  1/1/2006  11/1/2035   2,610.65  12/1/2005
148114606  Primary    2-Family        360      358  27.14  5.875  12/1/2005  1/1/2006  11/1/2035   1,760.54  12/1/2005
148114846  Primary    SFR             360      358  77.49  5.875  12/1/2005  1/1/2006  11/1/2035   2,681.45  12/1/2005
148117237  Secondary  Condo - High    360      358  45.45  6.125  12/1/2005  1/1/2006  11/1/2035   3,038.06  12/1/2005
148124399  Primary    SFR             360      358     80  6.125  12/1/2005  2/1/2006  11/1/2035   3,929.85   1/1/2006
148127095  Primary    SFR             360      358  74.05   6.25  12/1/2005  2/1/2006  11/1/2035   3,237.18   1/1/2006
148129174  Primary    SFR             360      358  52.63   6.25  12/1/2005  1/1/2006  11/1/2035   5,201.60  12/1/2005
148137581  Primary    SFR             360      358  58.82  6.125  12/1/2005  1/1/2006  11/1/2035   3,038.06  12/1/2005
148139595  Primary    SFR             360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035   3,851.79   1/1/2006
148143522  Primary    SFR             360      357  79.85  5.625  11/1/2005  1/1/2006  10/1/2035   2,475.90  12/1/2005
148158637  Primary    SFR             360      358     64   5.75  12/1/2005  1/1/2006  11/1/2035   2,801.15  12/1/2005
148159213  Primary    SFR             360      358  31.03      6  12/1/2005  1/1/2006  11/1/2035   1,350.00  12/1/2005
148164825  Primary    SFR             360      358     80  5.875  12/1/2005  2/1/2006  11/1/2035   2,686.83   1/1/2006
148174469  Primary    SFR             360      358  62.06   5.75  12/1/2005  1/1/2006  11/1/2035   2,022.08  12/1/2005
148176795  Primary    Condo - Low     360      358  57.67  5.875  12/1/2005  1/1/2006  11/1/2035   2,957.69  12/1/2005
148187248  Primary    SFR             360      358  75.52  5.875  12/1/2005  2/1/2006  11/1/2035   3,194.31   1/1/2006
148187594  Primary    SFR             360      358  61.48   5.75  12/1/2005  1/1/2006  11/1/2035   4,786.88  12/1/2005
148188022  Primary    SFR             360      358  79.39  5.875  12/1/2005  2/1/2006  11/1/2035   2,650.09   1/1/2006
148188238  Primary    SFR             360      358  62.93   6.25  12/1/2005  2/1/2006  11/1/2035   3,359.37   1/1/2006
148191554  Primary    SFR             360      357     75  5.875  11/1/2005  2/1/2006  10/1/2035   7,098.45   1/1/2006
148205362  Primary    SFR             360      357  58.33  5.875  11/1/2005  1/1/2006  10/1/2035   3,105.58  12/1/2005
148206071  Primary    SFR             360      358     80  5.875  12/1/2005  2/1/2006  11/1/2035   3,073.64   1/1/2006
148229008  Primary    SFR             360      358  77.81      6  12/1/2005  1/1/2006  11/1/2035   2,645.25  12/1/2005
148244791  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035   3,036.24  12/1/2005
148255623  Primary    SFR             360      358     70   5.75  12/1/2005  1/1/2006  11/1/2035   3,941.15  12/1/2005
148262363  Primary    SFR             360      358     75   5.75  12/1/2005  1/1/2006  11/1/2035   3,295.47  12/1/2005
148279912  Primary    SFR             360      358  29.41  6.375  12/1/2005  1/1/2006  11/1/2035   2,656.25  12/1/2005
148337769  Primary    SFR             360      357   67.8  5.875  11/1/2005  2/1/2006  10/1/2035   5,915.38   1/1/2006
148345572  Primary    SFR             360      358  74.83      6  12/1/2005  2/1/2006  11/1/2035   6,505.13   1/1/2006
148353873  Primary    SFR             360      358  58.79   5.75  12/1/2005  1/1/2006  11/1/2035   2,803.13  12/1/2005
148357791  Primary    SFR             360      358  37.76  5.875  12/1/2005  1/1/2006  11/1/2035   2,445.21  12/1/2005
148389877  Primary    Condo - Low     360      358     80      6  12/1/2005  2/1/2006  11/1/2035   2,291.20   1/1/2006
148462153  Primary    SFR             360      358     65      6  12/1/2005  1/1/2006  11/1/2035   2,405.00  12/1/2005
148466253  Primary    SFR             360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035   2,434.17   1/1/2006
148475064  Primary    SFR             360      356  60.59   6.25  10/1/2005  1/1/2006   9/1/2035   2,536.76  12/1/2005
148534993  Primary    SFR             360      358     65  5.875  12/1/2005  1/1/2006  11/1/2035     954.69  12/1/2005
148537129  Primary    Condo - Low     360      358  77.12  5.875  12/1/2005  1/1/2006  11/1/2035   2,691.50  12/1/2005
148701188  Primary    SFR             360      359  47.22   6.25   1/1/2006  1/1/2006  12/1/2035   4,427.08   1/1/2006
148886849  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035   4,014.58  12/1/2005
  3753049  Primary    SFR             360      357  79.16  6.375  11/1/2005  1/1/2006  10/1/2035   2,345.76  12/1/2005
  4139261  Primary    SFR             360      357  30.43  6.625  11/1/2005  1/1/2006  10/1/2035  22,410.89  12/1/2005
  4164128  Primary    SFR             360      358  71.43   6.25  12/1/2005  1/1/2006  11/1/2035   9,235.76  12/1/2005
  4220172  Primary    PUD             360      358     65  6.875  12/1/2005  1/1/2006  11/1/2035   5,124.05  12/1/2005
  4290413  Primary    PUD             360      358     70  6.125  12/1/2005  2/1/2006  11/1/2035   1,548.20   1/1/2006
  4301905  Secondary  SFR             360      357  29.43  5.875  11/1/2005  1/1/2006  10/1/2035   7,808.30  12/1/2005
  4304840  Primary    PUD             360      358  65.72      6  12/1/2005  2/1/2006  11/1/2035   5,995.51   1/1/2006
  4315039  Primary    PUD             353      351  78.85   5.75  12/1/2005  2/1/2006   4/1/2035   3,175.43   1/1/2006
  4318601  Primary    SFR             360      357  57.94  5.875  11/1/2005  2/1/2006  10/1/2035   1,610.76   1/1/2006
  4323805  Primary    SFR             360      358     74   6.25  12/1/2005  2/1/2006  11/1/2035   2,118.69   1/1/2006
  4325316  Primary    SFR             360      358  68.85  6.125  12/1/2005  1/1/2006  11/1/2035  12,759.83  12/1/2005
  4331180  Secondary  SFR             360      357  58.82      6  11/1/2005  1/1/2006  10/1/2035   5,995.51  12/1/2005
  4333309  Primary    SFR             360      357   59.7      6  11/1/2005  1/1/2006  10/1/2035   5,995.51  12/1/2005






LOANID     OBAL          COBAL         PURPOSE   DOC             SERVICER     OAPPVAL        ODATE       PPEN  SVCFEE
---------  ------------  ------------  --------  --------------  -----------  -------------  ----------  ----  ------

148017908  1,100,000.00  1,100,000.00  C/O Refi  Full            Wells Fargo   2,400,000.00  10/12/2005  N       0.25
148018047    489,600.00    488,599.22  C/O Refi  Asset Only      Wells Fargo     612,000.00  10/14/2005  N       0.25
148024482    600,000.00    600,000.00  C/O Refi  AUS             Wells Fargo   1,000,000.00  10/19/2005  N       0.25
148026172    432,000.00    431,098.94  C/O Refi  AUS             Wells Fargo     900,000.00  10/10/2005  N       0.25
148028038    505,600.00    504,566.50  Purchase  Asset Only      Wells Fargo     670,000.00   10/7/2005  N       0.25
148029507    630,000.00    628,681.33  C/O Refi  AUS             Wells Fargo   1,700,000.00  10/17/2005  N       0.25
148032527    341,000.00    341,000.00  R/T Refi  AUS             Wells Fargo   1,500,000.00  10/11/2005  N       0.25
148035603    401,600.00    401,600.00  Purchase  AUS             Wells Fargo     502,000.00   10/6/2005  N       0.25
148036064    452,950.00    452,024.12  Purchase  AUS             Wells Fargo     580,000.00  10/17/2005  N       0.25
148036916    500,000.00    499,025.56  C/O Refi  AUS             Wells Fargo     716,000.00  10/18/2005  N       0.25
148046907    500,000.00    499,001.99  Purchase  AUS             Wells Fargo   2,275,000.00   10/3/2005  N       0.25
148057243    450,000.00    449,058.09  Purchase  Asset Only      Wells Fargo     575,000.00  10/13/2005  N       0.25
148060965    506,500.00    505,489.02  R/T Refi  AUS             Wells Fargo     845,000.00  10/14/2005  N       0.25
148064074    412,000.00    411,560.00  Purchase  AUS             Wells Fargo     515,000.00  10/24/2005  N       0.25
148068158    519,500.00    517,938.09  Purchase  AUS             Wells Fargo     719,000.00   10/7/2005  N       0.25
148075906    750,000.00    748,204.88  C/O Refi  Asset Only      Wells Fargo   1,500,000.00   10/6/2005  N       0.25
148081946    493,500.00    493,500.00  C/O Refi  AUS             Wells Fargo     705,000.00  10/13/2005  N       0.25
148082332    533,100.00    531,459.71  C/O Refi  Income Only     Wells Fargo     713,000.00    9/9/2005  N       0.25
148083579    513,600.00    512,499.27  C/O Refi  AUS             Wells Fargo     642,000.00  10/13/2005  N       0.25
148096274    555,000.00    554,958.75  R/T Refi  Full            Wells Fargo     705,000.00  10/12/2005  N       0.25
148097397    536,000.00    534,352.54  Purchase  Full            Wells Fargo     670,000.00   8/31/2005  N       0.25
148101769    424,000.00    423,193.27  Purchase  AUS             Wells Fargo     530,000.00  10/27/2005  N       0.25
148114606    359,600.00    359,600.00  C/O Refi  Asset Only      Wells Fargo   1,325,000.00  10/19/2005  N       0.25
148114846    453,300.00    452,373.40  C/O Refi  AUS             Wells Fargo     585,000.00  10/20/2005  N       0.25
148117237    500,000.00    498,872.88  C/O Refi  AUS             Wells Fargo   1,100,000.00  10/25/2005  N       0.25
148124399    770,000.00    769,860.06  Purchase  Asset Only      Wells Fargo     965,000.00  10/19/2005  N       0.25
148127095    622,000.00    620,916.57  C/O Refi  Asset Only      Wells Fargo     840,000.00  10/14/2005  N       0.25
148129174    999,999.00    998,707.33  Purchase  Full            Wells Fargo   1,900,000.00   10/4/2005  N       0.25
148137581    500,000.00    499,025.56  C/O Refi  AUS             Wells Fargo     850,000.00   10/7/2005  N       0.25
148139595    804,000.00    803,704.29  Purchase  Asset Only      Wells Fargo   1,005,000.00  10/28/2005  N       0.25
148143522    430,100.00    428,653.23  Purchase  AUS             Wells Fargo     538,662.00   10/4/2005  N       0.25
148158637    480,000.00    478,995.30  C/O Refi  AUS             Wells Fargo     750,000.00  10/14/2005  N       0.25
148159213    270,000.00    270,000.00  R/T Refi  AUS             Wells Fargo     870,000.00  10/18/2005  N       0.25
148164825    548,800.00    548,800.00  Purchase  Asset Only      Wells Fargo     686,000.00  10/18/2005  N       0.25
148174469    422,000.00    422,000.00  C/O Refi  Full            Wells Fargo     680,000.00  10/18/2005  N       0.25
148176795    500,000.00    498,977.96  Purchase  Asset Only      Wells Fargo     867,000.00  10/18/2005  N       0.25
148187248    540,000.00    538,896.18  Purchase  AUS             Wells Fargo     715,000.00  10/13/2005  N       0.25
148187594    999,000.00    999,000.00  Purchase  Asset Only      Wells Fargo   1,625,000.00  10/19/2005  N       0.25
148188022    448,000.00    447,084.25  Purchase  AUS             Wells Fargo     565,000.00  10/12/2005  N       0.25
148188238    645,000.00    645,000.00  C/O Refi  Asset Only      Wells Fargo   1,025,000.00  10/18/2005  N       0.25
148191554  1,200,000.00  1,196,311.65  R/T Refi  Full            Wells Fargo   1,600,000.00   9/16/2005  N       0.25
148205362    525,000.00    523,386.33  C/O Refi  Income Only     Wells Fargo     900,000.00    9/1/2005  N       0.25
148206071    519,600.00    518,537.87  Purchase  AUS             Wells Fargo     650,000.00  10/27/2005  N       0.25
148229008    529,900.00    529,049.50  R/T Refi  AUS             Wells Fargo     681,000.00  10/21/2005  N       0.25
148244791    620,800.00    620,167.33  Purchase  Asset Only      Wells Fargo     776,000.00   10/7/2005  N       0.25
148255623    822,500.00    822,441.15  Purchase  Asset Only      Wells Fargo   1,175,000.00  10/21/2005  N       0.25
148262363    687,750.00    687,750.00  C/O Refi  Asset Only      Wells Fargo     917,000.00  10/25/2005  N       0.25
148279912    500,000.00    500,000.00  C/O Refi  AUS             Wells Fargo   1,700,000.00  10/26/2005  N       0.25
148337769  1,000,000.00    996,924.36  Purchase  Asset Only      Wells Fargo   1,525,000.00    9/8/2005  N       0.25
148345572  1,085,000.00  1,082,834.34  Purchase  Full            Wells Fargo   1,450,000.00  10/27/2005  N       0.25
148353873    585,000.00    585,000.00  C/O Refi  Asset Only      Wells Fargo     995,000.00  10/19/2005  N       0.25
148357791    500,000.00    499,447.92  C/O Refi  AUS             Wells Fargo   1,324,000.00  10/25/2005  N       0.25
148389877    458,240.00    458,231.20  Purchase  Asset Only      Wells Fargo     573,000.00  10/25/2005  N       0.25
148462153    481,000.00    481,000.00  Purchase  AUS             Wells Fargo     748,000.00  10/21/2005  N       0.25
148466253    508,000.00    507,934.17  Purchase  AUS             Wells Fargo     635,000.00  10/24/2005  N       0.25
148475064    412,000.00    408,911.00  Purchase  Full            Wells Fargo     690,000.00   8/29/2005  N       0.25
148534993    195,000.00    195,000.00  C/O Refi  AUS             Wells Fargo     300,000.00  10/24/2005  N       0.25
148537129    455,000.00    454,069.93  R/T Refi  Asset Only      Wells Fargo     590,000.00   10/7/2005  N       0.25
148701188    850,000.00    850,000.00  R/T Refi  Asset Only      Wells Fargo   1,800,000.00   11/2/2005  N       0.25
148886849    820,000.00    819,814.58  Purchase  Full            Wells Fargo   1,025,000.00  10/12/2005  N       0.25
  3753049    376,000.00    374,949.66  R/T Refi  Full/No Ratio   NatCity         475,000.00   9/12/2005  N       0.25
  4139261  3,500,000.00  3,490,684.80  R/T Refi  Full/Alt        NatCity      11,500,000.00   9/27/2005  N       0.25
  4164128  1,500,000.00  1,497,146.07  Purchase  Full/Alt        NatCity       2,100,000.00  10/21/2005  N       0.25
  4220172    780,000.00    778,685.65  C/O Refi  Stated Inc/Voa  NatCity       1,200,000.00  10/17/2005  N       0.25
  4290413    254,800.00    253,498.68  R/T Refi  Stated Inc/Voa  NatCity         364,000.00   10/4/2005  N       0.25
  4301905  1,320,000.00  1,315,942.80  R/T Refi  Stated Inc/Voa  NatCity       4,485,000.00   9/26/2005  N       0.25
  4304840  1,000,000.00    998,003.98  Purchase  Stated Inc/Voa  NatCity       1,600,000.00  10/21/2005  N       0.25
  4315039    540,100.00    538,922.28  R/T Refi  Full/No Ratio   NatCity         685,000.00   10/9/2005  N       0.25
  4318601    272,300.00    271,382.12  C/O Refi  Stated Inc/Voa  NatCity         470,000.00   9/14/2005  N       0.25
  4323805    344,100.00    343,445.30  C/O Refi  Stated Inc/Voa  NatCity         465,000.00  10/12/2005  N       0.25
  4325316  2,100,000.00  2,095,907.42  C/O Refi  Full/Alt        NatCity       3,050,000.00  10/14/2005  N       0.25
  4331180  1,000,000.00    996,998.51  Purchase  Stated Inc/Voa  NatCity       1,700,000.00   9/28/2005  N       0.25
  4333309  1,000,000.00    996,998.51  C/O Refi  Full/Alt        NatCity       1,675,000.00   9/28/2005  N       0.25






LOANID      OCC        PROPTYPE      OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI      PTDATE
----------  ---------  ------------  -----  -------  -----  -----  ---------  --------  ---------  ---------  ---------

   4334545  Primary    PUD             360      358  74.71  5.875  12/1/2005  1/1/2006  11/1/2035   5,915.38  12/1/2005
   4334945  Primary    SFR             360      358  66.67  6.125  12/1/2005  1/1/2006  11/1/2035   6,076.11  12/1/2005
   4340264  Primary    SFR             360      358  74.82  6.125  12/1/2005  1/1/2006  11/1/2035   7,273.71  12/1/2005
   4342314  Primary    SFR             360      357  69.76   6.25  11/1/2005  2/1/2006  10/1/2035   2,641.43   1/1/2006
   4347154  Primary    SFR             360      358  69.51  6.875  12/1/2005  1/1/2006  11/1/2035   4,102.08  12/1/2005
   4347910  Primary    SFR             360      358  59.11   6.25  12/1/2005  1/1/2006  11/1/2035   1,286.85  12/1/2005
   4353755  Primary    SFR             360      358  41.78   6.25  12/1/2005  2/1/2006  11/1/2035   1,157.55   1/1/2006
   4355341  Primary    SFR             360      357     70   6.25  11/1/2005  1/1/2006  10/1/2035   1,896.41  12/1/2005
   4359541  Primary    SFR             360      358     75  6.125  12/1/2005  1/1/2006  11/1/2035   1,549.41  12/1/2005
   4365143  Primary    SFR             324      322  69.31  6.125  12/1/2005  1/1/2006  11/1/2032   2,693.10  12/1/2005
   4366914  Primary    SFR             360      358  59.26    6.5  12/1/2005  1/1/2006  11/1/2035   2,166.67  12/1/2005
   4369243  Primary    SFR             360      358  54.49   6.25  12/1/2005  1/1/2006  11/1/2035  10,467.20  12/1/2005
   4370565  Primary    SFR             360      358     35  6.375  12/1/2005  1/1/2006  11/1/2035   2,183.55  12/1/2005
   4371622  Primary    SFR             360      358  56.16    6.5  12/1/2005  1/1/2006  11/1/2035   2,220.83  12/1/2005
   4373025  Primary    SFR             360      358   61.9   6.25  12/1/2005  2/1/2006  11/1/2035   1,600.87   1/1/2006
   4381910  Primary    SFR             360      358     75  6.625  12/1/2005  1/1/2006  11/1/2035   2,153.13  12/1/2005
   4382107  Primary    SFR             360      358     75   6.75  12/1/2005  1/1/2006  11/1/2035   2,214.84  12/1/2005
   4382581  Primary    SFR             360      358  65.04      7  12/1/2005  1/1/2006  11/1/2035   1,064.49  12/1/2005
   4386700  Primary    SFR             360      358     80  6.875  12/1/2005  2/1/2006  11/1/2035   3,478.75   1/1/2006
   4388292  Primary    SFR             360      358  66.67   6.25  12/1/2005  2/1/2006  11/1/2035   6,157.18   1/1/2006
   4391216  Primary    SFR             360      358  79.29    6.5  12/1/2005  1/1/2006  11/1/2035   5,411.25  12/1/2005
 699344446  Primary    SFR             360      356  65.22      6  10/1/2005  2/1/2006   9/1/2035   8,993.26   1/1/2006
 701254344  Primary    SFR             360      357  68.06  6.125  11/1/2005  1/1/2006  10/1/2035   6,410.29  12/1/2005
 702407545  Primary    Condo           240      236  35.71  5.875  10/1/2005  1/1/2006   9/1/2025   8,865.48  12/1/2005
 702499039  Primary    SFR             360      359  66.23  5.875   1/1/2006  1/1/2006  12/1/2035   5,915.38   1/1/2006
 702784570  Primary    SFR             360      358     70      6  12/1/2005  2/1/2006  11/1/2035   6,190.36   1/1/2006
 703452508  Primary    SFR             360      356  65.85  6.125  10/1/2005  2/1/2006   9/1/2035   6,501.43   1/1/2006
 705360121  Primary    SFR             360      359  52.63      6   1/1/2006  1/1/2006  12/1/2035   8,993.26   1/1/2006
 706754975  Primary    SFR             360      358  66.86   5.75  12/1/2005  2/1/2006  11/1/2035   3,355.54   1/1/2006
 707102661  Primary    Condo           360      359     80      6   1/1/2006  2/1/2006  12/1/2035   7,818.14   1/1/2006
 708422027  Primary    SFR             360      358  39.27   5.75  12/1/2005  2/1/2006  11/1/2035   2,521.03   1/1/2006
 708425376  Primary    SFR             360      359   64.1      6   1/1/2006  2/1/2006  12/1/2035   5,096.18   1/1/2006
 708552336  Primary    Condo           360      358  66.67  6.125  12/1/2005  2/1/2006  11/1/2035   9,114.16   1/1/2006
  47462148  Secondary  SFR             360      359  62.86  6.375   1/1/2006  1/1/2006  12/1/2035   6,862.57   1/1/2006
 620047670  Primary    SFR             360      359  74.91  5.625   1/1/2006  1/1/2006  12/1/2035   5,756.56   1/1/2006
 642023659  Primary    SFR             360      358     80  6.125  12/1/2005  1/1/2006  11/1/2035   2,795.01  12/1/2005
3060276528  Primary    SFR             360      359  65.53  5.875   1/1/2006  2/1/2006  12/1/2035   7,364.65   1/1/2006
3060377342  Primary    SFR             360      359  66.67  5.875   1/1/2006  1/1/2006  12/1/2035   5,915.38   1/1/2006
3060406414  Primary    SFR             360      359     70    6.5   1/1/2006  1/1/2006  12/1/2035   8,251.65   1/1/2006
3060564824  Primary    SFR             360      359     70      6   1/1/2006  1/1/2006  12/1/2035   6,714.97   1/1/2006
3060568007  Primary    Condo           360      359  55.88    6.5   1/1/2006  1/1/2006  12/1/2035   2,913.83   1/1/2006
3060568098  Primary    SFR             360      359  52.17    6.5   1/1/2006  1/1/2006  12/1/2035   7,584.82   1/1/2006
3060571357  Primary    SFR             360      359  64.18  6.125   1/1/2006  1/1/2006  12/1/2035   8,871.11   1/1/2006
3060593278  Primary    SFR             360      358  52.81      6  12/1/2005  1/1/2006  11/1/2035   7,794.16  12/1/2005
3060652421  Primary    Cooperative     360      359  54.55      6   1/1/2006  1/1/2006  12/1/2035   7,194.61   1/1/2006
3060655374  Primary    SFR             360      359  63.64   6.25   1/1/2006  1/1/2006  12/1/2035   8,620.04   1/1/2006
3060688623  Primary    SFR             360      359  53.28   6.25   1/1/2006  2/1/2006  12/1/2035   6,397.30   1/1/2006
3060728817  Primary    SFR             360      359  42.31   6.25   1/1/2006  1/1/2006  12/1/2035   6,772.89   1/1/2006
3060826256  Primary    SFR             360      359  64.31  5.875   1/1/2006  2/1/2006  12/1/2035   5,915.38   1/1/2006
3060914839  Primary    SFR             360      359  64.29  6.375   1/1/2006  2/1/2006  12/1/2035   4,111.30   1/1/2006
3060154816  Primary    SFR             360      356  50.85  5.125  10/1/2005  1/1/2006   9/1/2035   8,167.31  12/1/2005
 699660940  Primary    SFR             360      354  59.24   5.25   8/1/2005  1/1/2006   7/1/2035   8,178.14  12/1/2005
3060300435  Primary    SFR             360      357     70  5.375  11/1/2005  2/1/2006  10/1/2035   7,373.14   1/1/2006
6101805874  Primary    SFR             360      355     80  5.625   9/1/2005  1/1/2006   8/1/2035   2,887.50  12/1/2005
6114446138  Primary    SFR             360      354     80   5.75   8/1/2005  1/1/2006   7/1/2035   2,570.94  12/1/2005
6228424617  Primary    SFR             360      355   68.2  5.875   9/1/2005  1/1/2006   8/1/2035   2,638.26  12/1/2005
6262558353  Primary    PUD Detached    360      355   67.2   5.75   9/1/2005  2/1/2006   8/1/2035   3,408.07   1/1/2006
6493781303  Primary    SFR             360      355  79.97   5.75   9/1/2005  1/1/2006   8/1/2035   3,355.55  12/1/2005
6739152285  Primary    SFR             360      354     80  5.875   8/1/2005  1/1/2006   7/1/2035   2,697.42  12/1/2005
6798890593  Primary    SFR             360      354  38.21  5.625   8/1/2005  2/1/2006   7/1/2035   3,079.77   1/1/2006
6832525163  Primary    PUD Detached    360      354     80    5.5   8/1/2005  2/1/2006   7/1/2035   3,633.85   1/1/2006
6879996939  Primary    SFR             360      354  52.08   5.75   8/1/2005  1/1/2006   7/1/2035   2,917.87  12/1/2005
6899950312  Primary    PUD Detached    360      355     70   5.75   9/1/2005  1/1/2006   8/1/2035   2,777.81  12/1/2005
6908692830  Primary    PUD Detached    360      354     80  5.875   8/1/2005  1/1/2006   7/1/2035   2,484.46  12/1/2005
6942101772  Primary    SFR             360      352     80      6   6/1/2005  2/1/2006   5/1/2035   4,868.36   1/1/2006
3302580075  Primary    SFR             360      356  68.35   5.75  10/1/2005  1/1/2006   9/1/2035   4,786.25  12/1/2005
3302603984  Primary    SFR             360      355  77.26  5.625   9/1/2005  1/1/2006   8/1/2035   2,757.40  12/1/2005
6256833663  Primary    SFR             360      356  53.85      6  10/1/2005  1/1/2006   9/1/2035   4,196.86  12/1/2005
6261881418  Primary    SFR             360      356   61.5  5.875  10/1/2005  1/1/2006   9/1/2035   3,401.35  12/1/2005
6505811627  Primary    SFR             360      356  63.38   5.75  10/1/2005  2/1/2006   9/1/2035   2,626.08   1/1/2006
6509383896  Primary    SFR             360      356     75      6  10/1/2005  1/1/2006   9/1/2035   2,742.95  12/1/2005
6827778322  Primary    SFR             360      356  75.14  6.125  10/1/2005  1/1/2006   9/1/2035   3,949.47  12/1/2005
6982805332  Primary    PUD Detached    360      356  63.72  5.875  10/1/2005  2/1/2006   9/1/2035   6,802.69   1/1/2006






LOANID      OBAL          COBAL         PURPOSE   DOC             SERVICER         OAPPVAL       ODATE       PPEN  SVCFEE
----------  ------------  ------------  --------  --------------  ---------------  ------------  ----------  ----  ------

   4334545  1,000,000.00    997,955.91  Purchase  Full/Alt        NatCity          1,400,000.00  10/14/2005  N       0.25
   4334945  1,000,000.00    998,051.16  R/T Refi  Stated Inc/Voa  NatCity          1,500,000.00  10/20/2005  N       0.25
   4340264  1,197,100.00  1,194,767.04  R/T Refi  Full/Alt        NatCity          1,600,000.00  10/26/2005  N       0.25
   4342314    429,000.00    427,772.46  C/O Refi  Stated Inc/Voa  NatCity            615,000.00   9/20/2005  N       0.25
   4347154    716,000.00    716,000.00  R/T Refi  Stated Inc/Voa  NatCity          1,030,000.00  10/17/2005  N       0.25
   4347910    209,000.00    208,601.74  Purchase  Stated Inc/Voa  NatCity            354,000.00  10/14/2005  N       0.25
   4353755    188,000.00    187,642.31  C/O Refi  Stated Inc/Voa  NatCity            450,000.00  10/21/2005  N       0.25
   4355341    308,000.00    307,118.69  C/O Refi  Stated Inc/Voa  NatCity            440,000.00   9/29/2005  N       0.25
   4359541    255,000.00    254,503.04  C/O Refi  Stated Inc/Voa  NatCity            340,000.00  10/28/2005  N       0.25
   4365143    426,250.00    424,961.18  R/T Refi  Full/No Ratio   NatCity            615,000.00  10/25/2005  N       0.25
   4366914    400,000.00    399,999.56  C/O Refi  Stated Inc/Voa  NatCity            675,000.00  10/12/2005  N       0.25
   4369243  1,700,000.00  1,696,765.54  Purchase  Full/Alt        NatCity          3,300,000.00  10/25/2005  N       0.25
   4370565    350,000.00    349,349.93  C/O Refi  Stated Inc/Voa  NatCity          1,000,000.00  10/25/2005  N       0.25
   4371622    410,000.00    410,000.00  C/O Refi  Stated Inc/Voa  NatCity            730,000.00  10/10/2005  N       0.25
   4373025    260,000.00    259,505.31  C/O Refi  Stated Inc/Voa  NatCity            420,000.00  10/20/2005  N       0.25
   4381910    390,000.00    390,000.00  C/O Refi  Stated Inc/Voa  NatCity            520,000.00  10/25/2005  N       0.25
   4382107    393,750.00    393,700.00  C/O Refi  Full/Alt        NatCity            525,000.00   10/6/2005  N       0.25
   4382581    160,000.00    159,736.92  C/O Refi  Stated Inc/Voa  NatCity            246,000.00  10/21/2005  N       0.25
   4386700    607,200.00    607,200.00  Purchase  Stated Inc/Voa  NatCity            765,000.00  10/25/2005  N       0.25
   4388292  1,000,000.00    998,097.36  R/T Refi  Full/Alt        NatCity          1,500,000.00  10/26/2005  N       0.25
   4391216    999,000.00    999,000.00  Purchase  Full/Alt        NatCity          1,260,000.00  10/11/2005  N       0.25
 699344446  1,500,000.00  1,480,812.51  Purchase  Low             WAMU             2,300,000.00   8/19/2005  N       0.25
 701254344  1,055,000.00  1,051,908.09  R/T Refi  Streamline      WAMU             1,550,000.00   10/3/2005  N       0.25
 702407545  1,250,000.00  1,238,936.33  C/O Refi  Low             WAMU             3,500,000.00   8/22/2005  N       0.25
 702499039  1,000,000.00    998,980.45  Purchase  Low             WAMU             1,520,000.00   11/9/2005  N       0.25
 702784570  1,032,500.00  1,030,439.14  C/O Refi  Low             WAMU             1,475,000.00  10/31/2005  N       0.25
 703452508  1,070,000.00  1,065,296.14  C/O Refi  Full            WAMU             1,625,000.00    8/8/2005  N       0.25
 705360121  1,500,000.00  1,498,506.74  Purchase  Streamline      WAMU             2,860,000.00  11/10/2005  N       0.25
 706754975    575,000.00    573,796.46  C/O Refi  Full            WAMU               860,000.00  10/11/2005  N       0.25
 707102661  1,304,000.00  1,302,701.86  Purchase  Full            WAMU             1,630,000.00  11/22/2005  N       0.25
 708422027    432,000.00    431,095.78  C/O Refi  Full            WAMU             1,100,000.00  10/31/2005  N       0.25
 708425376    850,000.00    848,153.82  Purchase  Low             WAMU             1,326,000.00  11/14/2005  N       0.25
 708552336  1,500,000.00  1,497,076.74  Purchase  Full            WAMU             2,250,000.00  10/27/2005  N       0.25
  47462148  1,100,000.00  1,098,981.18  Purchase  Full            WAMU             1,750,000.00  11/14/2005  N       0.25
 620047670  1,000,000.00    998,930.94  Purchase  Full            WAMU             1,335,000.00  11/21/2005  N       0.25
 642023659    460,000.00    459,103.53  Purchase  Low             WAMU               575,000.00  10/19/2005  N       0.25
3060276528  1,245,000.00  1,243,730.66  C/O Refi  Full            WAMU             1,900,000.00  11/21/2005  N       0.25
3060377342  1,000,000.00    998,980.45  R/T Refi  Full            WAMU             1,500,000.00  11/23/2005  N       0.25
3060406414  1,305,500.00  1,304,319.81  Purchase  Full            WAMU             1,865,000.00  11/29/2005  N       0.25
3060564824  1,120,000.00  1,118,885.03  C/O Refi  Full            WAMU             1,600,000.00   11/7/2005  N       0.25
3060568007    461,000.00    460,583.25  C/O Refi  Low             WAMU               825,000.00  11/18/2005  N       0.25
3060568098  1,200,000.00  1,198,915.18  C/O Refi  Full            WAMU             2,300,000.00  11/18/2005  N       0.25
3060571357  1,460,000.00  1,458,580.97  R/T Refi  Full            WAMU             2,275,000.00  11/16/2005  N       0.25
3060593278  1,300,000.00  1,297,405.21  Purchase  Full            WAMU             2,550,000.00  10/11/2005  N       0.25
3060652421  1,200,000.00  1,198,805.39  C/O Refi  Full            WAMU             2,200,000.00  11/28/2005  N       0.25
3060655374  1,400,000.00  1,398,671.63  C/O Refi  Full            WAMU             2,200,000.00   11/9/2005  N       0.25
3060688623  1,039,000.00  1,038,014.16  R/T Refi  Full            WAMU             1,950,000.00  11/28/2005  N       0.25
3060728817  1,100,000.00  1,098,956.28  R/T Refi  Full            WAMU             2,600,000.00  11/14/2005  N       0.25
3060826256  1,000,000.00    998,980.45  R/T Refi  Full            WAMU             1,555,000.00  11/22/2005  N       0.25
3060914839    659,000.00    658,389.64  R/T Refi  Low             WAMU             1,025,000.00  11/21/2005  N       0.25
3060154816  1,500,000.00  1,492,910.20  R/T Refi  Full            WAMU             2,950,000.00   8/17/2005  N       0.25
 699660940  1,481,000.00  1,470,695.28  R/T Refi  Streamline      WAMU             2,500,000.00   6/29/2005  N       0.25
3060300435  1,316,700.00  1,312,253.88  Purchase  Full            WAMU             1,881,000.00   9/19/2005  N       0.25
6101805874    501,600.00    498,893.49  Purchase  Reduced         Bank of America    627,000.00   7/12/2005  N       0.25
6114446138    440,550.00    437,756.90  Purchase  Standard        Bank of America    551,000.00   6/21/2005  N       0.25
6228424617    446,000.00    442,825.30  R/T Refi  Standard        Bank of America    654,000.00   7/18/2005  N       0.25
6262558353    584,000.00    580,921.96  Purchase  Standard        Bank of America    870,000.00    7/8/2005  N       0.25
6493781303    575,000.00    570,754.94  R/T Refi  Standard        Bank of America    719,000.00   7/15/2005  N       0.25
6739152285    456,000.00    453,176.12  Purchase  Standard        Bank of America    570,000.00   6/25/2005  N       0.25
6798890593    535,000.00    531,527.78  R/T Refi  Standard        Bank of America  1,400,000.00   6/22/2005  N       0.25
6832525163    640,000.00    635,677.13  Purchase  Standard        Bank of America    800,000.00   6/13/2005  N       0.25
6879996939    500,000.00    496,830.02  R/T Refi  Standard        Bank of America    960,000.00   6/20/2005  N       0.25
6899950312    476,000.00    473,491.19  Purchase  Standard        Bank of America    680,000.00    7/5/2005  N       0.25
6908692830    420,000.00    417,399.08  Purchase  Standard        Bank of America    525,000.00   6/13/2005  N       0.25
6942101772    812,000.00    804,482.72  Purchase  Rapid           Bank of America  1,015,000.00   5/18/2005  N       0.25
3302580075    820,163.00    816,713.09  R/T Refi  Standard        Bank of America  1,200,000.00   8/19/2005  N       0.25
3302603984    479,000.00    476,415.44  Purchase  Standard        Bank of America    620,000.00   7/27/2005  N       0.25
6256833663    700,000.00    697,191.58  C/O Refi  Standard        Bank of America  1,300,000.00   8/17/2005  N       0.25
6261881418    575,000.00    572,637.73  C/O Refi  Standard        Bank of America    935,000.00    8/4/2005  N       0.25
6505811627    450,000.00    448,107.13  R/T Refi  Standard        Bank of America    710,000.00   7/28/2005  N       0.25
6509383896    457,500.00    455,664.48  Purchase  Standard        Bank of America    610,000.00    8/9/2005  N       0.25
6827778322    650,000.00    647,453.54  C/O Refi  Standard        Bank of America    865,000.00   8/15/2005  N       0.25
6982805332  1,150,000.00  1,145,275.52  Purchase  Standard        Bank of America  1,900,000.00   8/15/2005  N       0.25




                                   EXHIBIT D-2

                       LOAN GROUP 2 MORTGAGE LOAN SCHEDULE


                                      D-2-1






LOANID    OCC      PROPTYPE      OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI     PTDATE
--------  -------  ------------  -----  -------  -----  -----  ---------  --------  ---------  --------  ---------

 9978135  Primary  SFR             360      353     34  5.875   7/1/2005  1/1/2006   6/1/2035  2,113.89  12/1/2005
 9829476  Primary  Townhouse       360      354     80  5.875   8/1/2005  1/1/2006   7/1/2035  2,165.92  12/1/2005
 9843962  Primary  Condo - Low     360      354  79.99  5.875   8/1/2005  2/1/2006   7/1/2035  2,052.09   1/1/2006
 9843964  Primary  PUD Detached    360      354     80   5.75   8/1/2005  1/1/2006   7/1/2035  2,760.00  12/1/2005
 9900354  Primary  SFR             360      355  54.95   5.25   9/1/2005  2/1/2006   8/1/2035  4,375.00   1/1/2006
 9903554  Primary  SFR             360      355  66.67  5.875   9/1/2005  1/1/2006   8/1/2035  4,895.83  12/1/2005
 9929366  Primary  SFR             360      356  45.71   5.75  10/1/2005  1/1/2006   9/1/2035  1,916.67  12/1/2005
 9940338  Primary  SFR             360      356     80   5.75  10/1/2005  1/1/2006   9/1/2035  2,415.00  12/1/2005
 9940344  Primary  SFR             360      356     80   5.75  10/1/2005  1/1/2006   9/1/2035  2,679.50  12/1/2005
 9940364  Primary  PUD Detached    360      356     80   5.75  10/1/2005  1/1/2006   9/1/2035  2,970.83  12/1/2005
 9942526  Primary  SFR             360      355  62.18    5.5   9/1/2005  2/1/2006   8/1/2035  2,750.00   1/1/2006
 9942530  Primary  SFR             360      356     80    5.5  10/1/2005  1/1/2006   9/1/2035  4,381.67  12/1/2005
 9966932  Primary  PUD Detached    360      356     80   5.75  10/1/2005  1/1/2006   9/1/2035  3,833.33  12/1/2005
10076385  Primary  PUD Detached    360      355  77.12  5.875   9/1/2005  1/1/2006   8/1/2035  2,888.54  12/1/2005
10110807  Primary  SFR             360      356     80   5.99  10/1/2005  2/1/2006   9/1/2035  2,507.81   1/1/2006
10111289  Primary  SFR             360      356     80  5.875  10/1/2005  1/1/2006   9/1/2035    920.42  12/1/2005
10121477  Primary  SFR             360      356     80  5.875  10/1/2005  2/1/2006   9/1/2035  2,232.50   1/1/2006
10121695  Primary  SFR             360      356  72.57   5.75  10/1/2005  1/1/2006   9/1/2035  2,395.83  12/1/2005
10121753  Primary  SFR             360      356   42.5  5.875  10/1/2005  2/1/2006   9/1/2035  1,040.36   1/1/2006
10140767  Primary  SFR             360      355     75  5.875   9/1/2005  1/1/2006   8/1/2035  3,877.50  12/1/2005
 9814596  Primary  Townhouse       360      354     80  5.875   8/1/2005  2/1/2006   7/1/2035  2,075.83   1/1/2006
 9867726  Primary  Condo - Low     360      354     80  5.875   8/1/2005  1/1/2006   7/1/2035  1,742.92  12/1/2005
 9928042  Primary  PUD Attached    360      355  51.71  5.875   9/1/2005  1/1/2006   8/1/2035  2,240.33  12/1/2005
 9943980  Primary  Condo - Low     360      356     80  5.875  10/1/2005  1/1/2006   9/1/2035  1,018.33  12/1/2005
 9946752  Primary  SFR             360      356  37.04   5.75  10/1/2005  1/1/2006   9/1/2035  4,791.67  12/1/2005
 9950198  Primary  PUD Attached    360      356     80  5.875  10/1/2005  1/1/2006   9/1/2035  1,449.17  12/1/2005
 9961436  Primary  SFR             360      356  54.05  5.625  10/1/2005  1/1/2006   9/1/2035  4,687.50  12/1/2005
 9965168  Primary  PUD Detached    360      356  79.39  5.875  10/1/2005  2/1/2006   9/1/2035  1,904.48   1/1/2006
 9965172  Primary  SFR             360      356  54.17   5.75  10/1/2005  2/1/2006   9/1/2035  3,114.58   1/1/2006
 9966902  Primary  PUD Attached    360      356  78.09  5.875  10/1/2005  1/1/2006   9/1/2035  2,443.02  12/1/2005
 9966920  Primary  SFR             360      356     50  5.875  10/1/2005  1/1/2006   9/1/2035  4,895.83  12/1/2005
 9969900  Primary  PUD Detached    360      356   63.3   5.75  10/1/2005  1/1/2006   9/1/2035  1,653.13  12/1/2005
 9969910  Primary  SFR             360      356   62.5  5.875  10/1/2005  1/1/2006   9/1/2035  4,895.83  12/1/2005
 9971190  Primary  PUD Detached    360      356  66.73  5.875  10/1/2005  1/1/2006   9/1/2035  2,433.96  12/1/2005
 9972378  Primary  Townhouse       360      356     80    5.5  10/1/2005  1/1/2006   9/1/2035  1,576.67  12/1/2005
 9972380  Primary  PUD Detached    360      356     80  5.875  10/1/2005  1/1/2006   9/1/2035  2,984.50  12/1/2005
 9972390  Primary  SFR             360      356     70    5.5  10/1/2005  1/1/2006   9/1/2035  2,967.71  12/1/2005
 9977774  Primary  Townhouse       360      356  72.97      6  10/1/2005  1/1/2006   9/1/2035  2,025.00  12/1/2005
52766045  Primary  SFR             360      353     80  5.625   7/1/2005  1/1/2006   6/1/2035  1,945.96  12/1/2005
57278996  Primary  SFR             360      355     70  5.375   9/1/2005  1/1/2006   8/1/2035  1,771.51  12/1/2005
57391401  Primary  SFR             360      357  66.18  5.625  11/1/2005  1/1/2006  10/1/2035  4,218.75  12/1/2005
 9788936  Primary  PUD Attached    360      353     80  5.875   7/1/2005  1/1/2006   6/1/2035  1,958.33  12/1/2005
 9897385  Primary  PUD Detached    360      352  64.52  5.875   6/1/2005  2/1/2006   5/1/2035  4,435.21   1/1/2006
 9965170  Primary  Townhouse       360      356     80  5.875  10/1/2005  1/1/2006   9/1/2035  2,154.17  12/1/2005
 9966916  Primary  SFR             360      357  75.61  5.875  11/1/2005  2/1/2006  10/1/2035  3,035.42   1/1/2006
 9966940  Primary  PUD Attached    360      356     80  5.875  10/1/2005  2/1/2006   9/1/2035    998.75   1/1/2006
 9971200  Primary  SFR             360      357  66.67  5.875  11/1/2005  1/1/2006  10/1/2035  4,308.33  12/1/2005
 9977796  Primary  SFR             360      357  74.93      6  11/1/2005  1/1/2006  10/1/2035  2,660.00  12/1/2005
 9978736  Primary  PUD Detached    360      357  54.33  5.875  11/1/2005  2/1/2006  10/1/2035  1,689.06   1/1/2006
 9980686  Primary  SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  3,133.33  12/1/2005
 9983308  Primary  Condo - Low     360      357     75      6  11/1/2005  1/1/2006  10/1/2035  1,736.25  12/1/2005
 9983312  Primary  SFR             360      357  54.17  5.875  11/1/2005  1/1/2006  10/1/2035  4,773.44  12/1/2005
 9984318  Primary  PUD Detached    360      357  57.49  5.875  11/1/2005  1/1/2006  10/1/2035  2,462.60  12/1/2005
 9984740  Primary  SFR             360      357  65.15  5.875  11/1/2005  1/1/2006  10/1/2035  4,895.83  12/1/2005
 9987322  Primary  SFR             360      357  75.71      6  11/1/2005  2/1/2006  10/1/2035  3,350.00   1/1/2006
 9987338  Primary  SFR             360      356     50   5.75  10/1/2005  1/1/2006   9/1/2035  4,791.67  12/1/2005
 9992312  Primary  Condo - High    360      357  72.18   5.75  11/1/2005  1/1/2006  10/1/2035  2,300.00  12/1/2005
 9992326  Primary  SFR             360      357     80      6  11/1/2005  1/1/2006  10/1/2035  2,720.00  12/1/2005
 9994002  Primary  Condo - High    360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035    998.75  12/1/2005
10010780  Primary  Condo - High    360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  2,154.17  12/1/2005
10138651  Primary  SFR             360      357     80      6  11/1/2005  2/1/2006  10/1/2035  1,840.00   1/1/2006
10140361  Primary  SFR             360      357     80  6.375  11/1/2005  1/1/2006  10/1/2035  1,891.25  12/1/2005
10144483  Primary  SFR             360      357  45.97  5.875  11/1/2005  2/1/2006  10/1/2035    753.96   1/1/2006
10146037  Primary  SFR             360      356  56.82   5.99  10/1/2005  1/1/2006   9/1/2035  4,679.69  12/1/2005
10146137  Primary  SFR             360      356     80  6.125  10/1/2005  2/1/2006   9/1/2035  2,654.17   1/1/2006
10146183  Primary  PUD Detached    360      356     80      6  10/1/2005  1/1/2006   9/1/2035  2,554.54  12/1/2005
10146207  Primary  SFR             360      356   60.2  5.875  10/1/2005  2/1/2006   9/1/2035  4,406.25   1/1/2006
10146227  Primary  SFR             360      356     80   5.75  10/1/2005  2/1/2006   9/1/2035  2,530.00   1/1/2006
10146361  Primary  PUD Detached    360      356     80      6  10/1/2005  2/1/2006   9/1/2035  3,240.00   1/1/2006
10151899  Primary  SFR             360      357  71.88  5.875  11/1/2005  2/1/2006  10/1/2035  2,815.10   1/1/2006
10155759  Primary  PUD Detached    360      357  55.36  6.125  11/1/2005  1/1/2006  10/1/2035  3,955.73  12/1/2005
10160713  Primary  SFR             360      357  89.36  6.125  11/1/2005  1/1/2006  10/1/2035  1,071.88  12/1/2005
10162039  Primary  SFR             360      357  83.06      6  11/1/2005  1/1/2006  10/1/2035  1,765.00  12/1/2005
10162275  Primary  PUD Detached    360      357  65.51   5.75  11/1/2005  2/1/2006  10/1/2035  2,275.56   1/1/2006






LOANID    OBAL          COBAL         PURPOSE   DOC               SERVICER     OAPPVAL       ODATE      PPEN  SVCFEE
--------  ------------  ------------  --------  ----------------  -----------  ------------  ---------  ----  ------

 9978135    431,774.00    430,943.45  R/T Refi  Full              RFC          1,270,000.00   5/5/2005  N        0.3
 9829476    442,400.00    442,400.00  Purchase  Full              RFC            553,000.00   6/9/2005  N       0.33
 9843962    419,150.00    419,150.00  Purchase  Full              RFC            523,990.00  6/23/2005  N       0.33
 9843964    576,000.00    576,000.00  Purchase  Full              RFC            720,000.00  6/23/2005  N       0.33
 9900354  1,000,000.00    998,088.31  Purchase  Full              RFC          1,820,000.00  7/25/2005  N       0.33
 9903554  1,000,000.00    999,999.70  R/T Refi  Full              RFC          1,500,000.00  7/19/2005  N       0.33
 9929366    400,000.00    399,243.39  Purchase  Full              RFC            875,000.00   8/5/2005  N       0.33
 9940338    504,000.00    502,266.03  Purchase  Full              RFC            630,000.00  8/12/2005  N       0.33
 9940344    559,200.00    559,200.00  Purchase  Full              RFC            699,000.00  8/15/2005  N       0.33
 9940364    620,000.00    620,000.00  Purchase  Full              RFC            775,000.00  8/15/2005  N       0.33
 9942526    600,000.00    600,000.00  Purchase  Full              RFC            965,000.00   8/2/2005  N       0.33
 9942530    956,000.00    956,000.00  Purchase  Full              RFC          1,195,000.00  8/16/2005  N       0.33
 9966932    800,000.00    800,000.00  Purchase  Fast App. (Full)  RFC          1,000,000.00  8/30/2005  N       0.33
10076385    590,000.00    589,996.17  R/T Refi  Full              RFC            765,000.00   8/1/2005  N       0.33
10110807    502,400.00    502,400.00  C/O Refi  Full              RFC            628,000.00   8/4/2005  N       0.33
10111289    188,000.00    188,000.00  C/O Refi  Full              RFC            235,000.00  8/11/2005  N       0.33
10121477    456,000.00    456,000.00  C/O Refi  Full              RFC            570,000.00  8/18/2005  N       0.33
10121695    500,000.00    500,000.00  C/O Refi  Full              RFC            689,000.00  8/19/2005  N       0.33
10121753    212,500.00    212,495.66  C/O Refi  Full              RFC            500,000.00  8/16/2005  N       0.33
10140767    792,000.00    791,932.17  Purchase  Full              RFC          1,056,000.00   8/5/2005  N       0.33
 9814596    424,000.00    424,000.00  Purchase  Full              RFC            530,000.00   6/6/2005  N       0.33
 9867726    356,000.00    356,000.00  Purchase  Full              RFC            445,000.00   7/6/2005  N       0.33
 9928042    457,600.00    457,600.00  R/T Refi  Full              RFC            885,000.00   8/3/2005  N       0.33
 9943980    208,000.00    208,000.00  Purchase  Full              RFC            260,000.00  8/15/2005  N       0.33
 9946752  1,000,000.00    997,593.53  Purchase  Full              RFC          2,700,000.00  8/16/2005  N       0.33
 9950198    296,000.00    296,000.00  Purchase  Fast App. (Full)  RFC            370,000.00  8/24/2005  N       0.33
 9961436  1,000,000.00  1,000,000.00  Purchase  Full              RFC          1,850,000.00  8/31/2005  N       0.33
 9965168    389,000.00    389,000.00  Purchase  Fast App. (Full)  RFC            490,000.00  8/30/2005  N       0.33
 9965172    650,000.00    650,000.00  Purchase  Full              RFC          1,200,000.00  8/31/2005  N       0.33
 9966902    499,000.00    499,000.00  Purchase  Full              RFC            639,000.00  8/31/2005  N       0.33
 9966920  1,000,000.00    999,687.49  R/T Refi  Fast App. (Full)  RFC          2,000,000.00  8/31/2005  N       0.33
 9969900    345,000.00    345,000.00  Purchase  Full              RFC            545,000.00  8/29/2005  N       0.33
 9969910  1,000,000.00  1,000,000.00  C/O Refi  Full              RFC          1,600,000.00  8/29/2005  N       0.33
 9971190    497,150.00    497,150.00  Purchase  Full              RFC            745,000.00  8/12/2005  N       0.33
 9972378    344,000.00    344,000.00  Purchase  Full              RFC            430,000.00  8/30/2005  N       0.33
 9972380    609,600.00    609,600.00  C/O Refi  Full              RFC            762,000.00  8/30/2005  N       0.33
 9972390    647,500.00    645,500.00  Purchase  Fast App. (Full)  RFC            925,000.00   9/1/2005  N       0.33
 9977774    405,000.00    404,926.39  Purchase  Fast App. (Full)  RFC            555,000.00   9/1/2005  N       0.33
52766045    416,000.00    414,291.70  Purchase  Full              Wells Fargo    569,500.00  5/27/2005  N       0.25
57278996    395,500.00    395,500.00  Purchase  Full              Wells Fargo    575,000.00  7/29/2005  N       0.25
57391401    900,000.00    900,000.00  Purchase  Full              Wells Fargo  1,360,000.00   9/9/2005  N       0.25
 9788936    400,000.00    400,000.00  Purchase  Full              RFC            500,000.00  5/23/2005  N       0.33
 9897385  1,000,000.00    885,483.89  Purchase  Fast App. (Full)  RFC          1,550,000.00  4/15/2005  N       0.33
 9965170    440,000.00    440,000.00  Purchase  Full              RFC            550,000.00  8/31/2005  N       0.33
 9966916    620,000.00    620,000.00  Purchase  Full              RFC            820,000.00   9/1/2005  N       0.33
 9966940    204,000.00    204,000.00  Purchase  Full              RFC            255,000.00  8/26/2005  N       0.33
 9971200    880,000.00    880,000.00  C/O Refi  Full              RFC          1,320,000.00   9/2/2005  N       0.33
 9977796    532,000.00    532,000.00  Purchase  Full              RFC            710,000.00   9/8/2005  N       0.33
 9978736    345,000.00    345,000.00  Purchase  Full              RFC            635,000.00   9/7/2005  N       0.33
 9980686    640,000.00    639,398.86  R/T Refi  Full              RFC            800,000.00   9/7/2005  N       0.33
 9983308    347,250.00    347,250.00  Purchase  Full              RFC            463,000.00  9/14/2005  N       0.33
 9983312    975,000.00    975,000.00  C/O Refi  Full              RFC          1,800,000.00   9/8/2005  N       0.33
 9984318    503,000.00    503,000.00  Purchase  Fast App. (Full)  RFC            875,000.00  9/15/2005  N       0.33
 9984740  1,000,000.00    955,003.25  Purchase  Full              RFC          1,535,000.00  9/15/2005  N       0.33
 9987322    670,000.00    670,000.00  Purchase  Full              RFC            885,000.00  9/19/2005  N       0.33
 9987338  1,000,000.00  1,000,000.00  R/T Refi  Full              RFC          2,000,000.00   9/1/2005  N       0.33
 9992312    480,000.00    480,000.00  Purchase  Full              RFC            665,000.00  9/19/2005  N       0.33
 9992326    544,000.00    544,000.00  Purchase  Full              RFC            680,000.00  9/19/2005  N       0.33
 9994002    204,000.00    204,000.00  Purchase  Full              RFC            255,000.00  9/23/2005  N       0.33
10010780    440,000.00    437,486.20  Purchase  Full              RFC            550,000.00  9/29/2005  N       0.33
10138651    368,000.00    366,311.58  Purchase  Full              RFC            460,000.00   9/2/2005  N       0.33
10140361    356,000.00    356,000.00  R/T Refi  Full              RFC            445,000.00  8/30/2005  N       0.33
10144483    154,000.00    154,000.00  R/T Refi  Full              RFC            335,000.00   9/2/2005  N       0.33
10146037    937,500.00    937,500.00  C/O Refi  Full              RFC          1,650,000.00  8/31/2005  N       0.33
10146137    520,000.00    519,606.05  Purchase  Full              RFC            650,000.00  8/23/2005  N       0.33
10146183    510,907.00    510,907.00  Purchase  Full              RFC            638,645.00  8/15/2005  N       0.33
10146207    900,000.00    897,926.36  Purchase  Full              RFC          1,495,000.00  8/23/2005  N       0.33
10146227    528,000.00    528,000.00  Purchase  Full              RFC            660,000.00  8/23/2005  N       0.33
10146361    648,000.00    648,000.00  Purchase  Full              RFC            810,000.00  8/15/2005  N       0.33
10151899    575,000.00    572,932.93  Purchase  Full              RFC            800,000.00   9/8/2005  N       0.33
10155759    775,000.00    775,000.00  C/O Refi  Full              RFC          1,400,000.00   9/8/2005  N       0.33
10160713    210,000.00    210,000.00  C/O Refi  Full              RFC            235,000.00   9/8/2005  N       0.33
10162039    353,000.00    353,000.00  Purchase  Full              RFC            425,000.00  9/16/2005  N       0.33
10162275    474,900.00    474,900.00  Purchase  Full              RFC            724,900.00  9/16/2005  N       0.33






LOANID     OCC        PROPTYPE      OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI     PTDATE
---------  ---------  ------------  -----  -------  -----  -----  ---------  --------  ---------  --------  ---------

 10164773  Primary    PUD Detached    360      357     80      6  11/1/2005  1/1/2006  10/1/2035  2,580.00  12/1/2005
 10168657  Primary    SFR             360      356     95  6.125  10/1/2005  2/1/2006   9/1/2035     703.1   1/1/2006
 10169893  Primary    PUD Detached    360      357   79.7   6.25  11/1/2005  1/1/2006  10/1/2035  2,250.00  12/1/2005
 10170077  Primary    SFR             360      357     80      6  11/1/2005  1/1/2006  10/1/2035  3,400.00  12/1/2005
 10170113  Primary    SFR             360      357     80  6.125  11/1/2005  2/1/2006  10/1/2035  2,409.17   1/1/2006
 10170153  Primary    SFR             360      357     80      6  11/1/2005  2/1/2006  10/1/2035  2,480.00   1/1/2006
 10170465  Primary    SFR             360      357     80      6  11/1/2005  2/1/2006  10/1/2035  2,700.00   1/1/2006
 10171495  Primary    SFR             360      357  37.07  5.625  11/1/2005  1/1/2006  10/1/2035  2,910.94  12/1/2005
 10172157  Primary    SFR             360      357     80  6.375  11/1/2005  1/1/2006  10/1/2035  2,847.49  12/1/2005
 10172511  Primary    SFR             360      357  63.58   5.75  11/1/2005  1/1/2006  10/1/2035  3,656.04  12/1/2005
 10181711  Primary    SFR             360      357     40  6.125  11/1/2005  1/1/2006  10/1/2035  4,083.33  12/1/2005
 10181751  Primary    PUD Detached    360      357     80  6.125  11/1/2005  1/1/2006  10/1/2035  1,449.58  12/1/2005
 10185777  Primary    SFR             360      357     80   6.25  11/1/2005  1/1/2006  10/1/2035  2,395.83  12/1/2005
 10188025  Primary    SFR             360      357  66.87      6  11/1/2005  1/1/2006  10/1/2035  3,250.00  12/1/2005
 10188379  Primary    SFR             360      357  79.11   6.25  11/1/2005  1/1/2006  10/1/2035  3,255.21  12/1/2005
 10196983  Primary    PUD Detached    360      357     80  6.125  11/1/2005  1/1/2006  10/1/2035  3,062.50  12/1/2005
 59430108  Primary    2-Family        360      358     80  6.125  12/1/2005  1/1/2006  11/1/2035  2,211.12  12/1/2005
 59485029  Primary    SFR             360      358   37.3  5.875  12/1/2005  2/1/2006  11/1/2035    954.69   1/1/2006
 59501965  Primary    SFR             360      359  48.02   6.25   1/1/2006  2/1/2006  12/1/2035    630.21   1/1/2006
 60134491  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  1,762.50  12/1/2005
146679725  Primary    SFR             360      356  79.37   5.75  10/1/2005  1/1/2006   9/1/2035  4,791.67  12/1/2005
146955604  Primary    SFR             360      356     80  5.875  10/1/2005  1/1/2006   9/1/2035  2,718.17  12/1/2005
147384887  Primary    PUD Detached    360      357     80  5.875  11/1/2005  3/1/2006  10/1/2035  2,601.40   2/1/2006
147646814  Primary    SFR             360      358  78.82   5.75  12/1/2005  1/1/2006  11/1/2035  2,303.83  12/1/2005
147646855  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035    812.91  12/1/2005
147674246  Primary    SFR             360      358  79.82      6  12/1/2005  2/1/2006  11/1/2035       910   1/1/2006
147680052  Primary    SFR             360      357  77.53  5.875  11/1/2005  1/1/2006  10/1/2035    861.67  12/1/2005
147680482  Primary    SFR             360      357     75   5.75  11/1/2005  2/1/2006  10/1/2035  1,365.63   1/1/2006
147691356  Primary    SFR             360      358  69.95   5.75  12/1/2005  1/1/2006  11/1/2035  1,293.75  12/1/2005
147703037  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035       671  12/1/2005
147710701  Primary    Condo - Low     360      358     80  6.125  12/1/2005  2/1/2006  11/1/2035    851.38   1/1/2006
147714489  Primary    SFR             360      357  79.92  6.125  11/1/2005  2/1/2006  10/1/2035  2,773.95   1/1/2006
147715643  Primary    SFR             360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  2,397.27   1/1/2006
147721542  Primary    SFR             360      358  55.87  5.625  12/1/2005  1/1/2006  11/1/2035  2,342.08  12/1/2005
147722185  Primary    SFR             360      358     70   6.25  12/1/2005  3/1/2006  11/1/2035  3,098.15   2/1/2006
147738587  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035    811.01  12/1/2005
147742308  Secondary  Condo - Low     360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  2,134.69   1/1/2006
147749295  Primary    SFR             360      358  75.11   5.75  12/1/2005  2/1/2006  11/1/2035  2,334.18   1/1/2006
147751705  Primary    Condo - High    360      358     85  5.875  12/1/2005  1/1/2006  11/1/2035  1,997.50  12/1/2005
147755771  Primary    SFR             360      358  75.72  5.875  12/1/2005  2/1/2006  11/1/2035  2,279.99   1/1/2006
147756936  Primary    SFR             360      358  72.87  5.875  12/1/2005  1/1/2006  11/1/2035  1,591.15  12/1/2005
147769749  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  1,666.88  12/1/2005
147774244  Primary    SFR             360      358  65.08   5.75  12/1/2005  1/1/2006  11/1/2035  2,870.78  12/1/2005
147787899  Primary    SFR             360      357     80   5.75  11/1/2005  1/1/2006  10/1/2035  4,140.00  12/1/2005
147790877  Primary    SFR             360      357     80  5.875  11/1/2005  2/1/2006  10/1/2035  2,078.53   1/1/2006
147806723  Primary    SFR             360      358  53.73      6  12/1/2005  1/1/2006  11/1/2035  1,800.00  12/1/2005
147808075  Secondary  Condo - Low     360      358  55.04      6  12/1/2005  2/1/2006  11/1/2035  5,000.00   1/1/2006
147811046  Primary    SFR             360      357  79.41  5.875  11/1/2005  1/1/2006  10/1/2035  2,624.17  12/1/2005
147811129  Primary    SFR             360      358  74.38      6  12/1/2005  1/1/2006  11/1/2035  2,974.88  12/1/2005
147812499  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,135.73  12/1/2005
147814016  Primary    SFR             360      358  56.29   5.75  12/1/2005  2/1/2006  11/1/2035  2,036.46   1/1/2006
147816623  Primary    SFR             360      358  78.94      6  12/1/2005  1/1/2006  11/1/2035  3,157.50  12/1/2005
147826754  Primary    Condo - Low     360      357     80    5.5  11/1/2005  2/1/2006  10/1/2035    733.15   1/1/2006
147838684  Primary    SFR             360      358   69.4   5.75  12/1/2005  1/1/2006  11/1/2035  2,510.83  12/1/2005
147839393  Primary    SFR             360      359     80      6   1/1/2006  2/1/2006  12/1/2035  2,220.00   1/1/2006
147844641  Primary    SFR             360      358     80   5.75  12/1/2005  1/1/2006  11/1/2035  4,139.01  12/1/2005
147845465  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,621.55  12/1/2005
147846323  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035  4,095.00  12/1/2005
147849095  Primary    SFR             360      358  76.94  5.875  12/1/2005  1/1/2006  11/1/2035  3,126.48  12/1/2005
147854277  Primary    SFR             360      357  67.99  6.125  11/1/2005  2/1/2006  10/1/2035  2,894.07   1/1/2006
147860704  Primary    SFR             360      358     75  5.625  12/1/2005  1/1/2006  11/1/2035  5,326.17  12/1/2005
147870059  Primary    SFR             360      358     80      6  12/1/2005  2/1/2006  11/1/2035  2,889.64   1/1/2006
147873384  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  1,253.33  12/1/2005
147883896  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035    701.08  12/1/2005
147886857  Primary    SFR             360      358  73.53      6  12/1/2005  1/1/2006  11/1/2035  1,997.97  12/1/2005
147892079  Primary    SFR             360      358     80      6  12/1/2005  2/1/2006  11/1/2035       506   1/1/2006
147901383  Primary    SFR             360      358  55.96  5.875  12/1/2005  1/1/2006  11/1/2035  1,287.60  12/1/2005
147906531  Primary    SFR             360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  1,462.42   1/1/2006
147910269  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035  4,200.00  12/1/2005
147910988  Primary    SFR             360      358   73.4      6  12/1/2005  1/1/2006  11/1/2035  2,287.50  12/1/2005
147911671  Primary    SFR             360      358  67.26   5.75  12/1/2005  1/1/2006  11/1/2035  1,530.94  12/1/2005
147913024  Primary    SFR             360      358  64.34   6.25  12/1/2005  1/1/2006  11/1/2035    911.46  12/1/2005
147927206  Primary    SFR             360      357     80      6  11/1/2005  1/1/2006  10/1/2035  1,756.00  12/1/2005
147931646  Primary    SFR             360      357  64.62      6  11/1/2005  1/1/2006  10/1/2035  2,099.78  12/1/2005
147950133  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035  3,680.33  12/1/2005






LOANID     OBAL          COBAL         PURPOSE   DOC   SERVICER     OAPPVAL       ODATE       PPEN  SVCFEE
---------  ------------  ------------  --------  ----  -----------  ------------  ----------  ----  ------

 10164773    516,000.00    516,000.00  C/O Refi  Full  RFC            645,000.00    9/9/2005  N       0.33
 10168657    137,750.00    136,347.45  Purchase  Full  RFC            145,000.00   8/31/2005  N       0.33
 10169893    432,000.00    432,000.00  C/O Refi  Full  RFC            542,000.00   9/12/2005  N       0.33
 10170077    680,000.00    679,599.00  R/T Refi  Full  RFC            850,000.00   9/10/2005  N       0.33
 10170113    472,000.00    472,000.00  Purchase  Full  RFC            590,000.00    9/7/2005  N       0.33
 10170153    496,000.00    495,500.00  Purchase  Full  RFC            620,000.00   9/16/2005  N       0.33
 10170465    540,000.00    540,000.00  Purchase  Full  RFC            675,000.00    9/9/2005  N       0.33
 10171495    621,000.00    621,000.00  C/O Refi  Full  RFC          1,675,000.00    9/9/2005  N       0.33
 10172157    535,999.00    535,499.86  Purchase  Full  RFC            669,999.00   9/20/2005  N       0.33
 10172511    763,000.00    762,950.04  R/T Refi  Full  RFC          1,200,000.00   9/19/2005  N       0.33
 10181711    800,000.00    800,000.00  C/O Refi  Full  RFC          2,000,000.00   9/16/2005  N       0.33
 10181751    284,000.00    284,000.00  Purchase  Full  RFC            355,000.00   9/27/2005  N       0.33
 10185777    460,000.00    459,695.83  R/T Refi  Full  RFC            575,000.00   9/21/2005  N       0.33
 10188025    650,000.00    650,000.00  C/O Refi  Full  RFC            972,000.00   9/30/2005  N       0.33
 10188379    625,000.00    625,000.00  R/T Refi  Full  RFC            790,000.00   9/30/2005  N       0.33
 10196983    600,000.00    599,323.28  C/O Refi  Full  RFC            750,000.00   9/14/2005  N       0.33
 59430108    433,200.00    433,199.46  Purchase  Full  Wells Fargo    543,000.00  10/31/2005  N       0.25
 59485029    195,000.00    195,000.00  Purchase  Full  Wells Fargo    523,000.00   11/2/2005  N       0.25
 59501965    121,000.00    121,000.00  Purchase  Full  Wells Fargo    255,000.00   11/3/2005  N       0.25
 60134491    360,000.00    360,000.00  R/T Refi  Full  Wells Fargo    450,000.00   11/1/2005  N       0.25
146679725  1,000,000.00  1,000,000.00  Purchase  Full  Wells Fargo  1,260,000.00   8/25/2005  N       0.25
146955604    555,200.00    555,199.97  Purchase  Full  Wells Fargo    700,000.00   8/30/2005  N       0.25
147384887    542,400.00    411,350.00  Purchase  Full  Wells Fargo    680,000.00   9/27/2005  N       0.25
147646814    480,800.00    480,800.00  R/T Refi  Full  Wells Fargo    610,000.00   10/7/2005  N       0.25
147646855    166,042.00    166,042.00  Purchase  Full  Wells Fargo    214,000.00   9/26/2005  N       0.25
147674246    182,000.00    182,000.00  C/O Refi  Full  Wells Fargo    228,000.00   10/6/2005  N       0.25
147680052    176,000.00    176,000.00  C/O Refi  Full  Wells Fargo    227,000.00   9/22/2005  N       0.25
147680482    285,000.00    285,000.00  Purchase  Full  Wells Fargo    380,000.00   9/16/2005  N       0.25
147691356    270,000.00    270,000.00  C/O Refi  Full  Wells Fargo    386,000.00   10/4/2005  N       0.25
147703037    137,200.00    137,055.71  R/T Refi  Full  Wells Fargo    171,500.00  10/18/2005  N       0.25
147710701    166,800.00    166,800.00  Purchase  Full  Wells Fargo    210,000.00  10/10/2005  N       0.25
147714489    543,471.26    543,468.56  C/O Refi  Full  Wells Fargo    680,000.00   9/13/2005  N       0.25
147715643    500,800.00    500,300.00  Purchase  Full  Wells Fargo    650,000.00  10/14/2005  N       0.25
147721542    500,000.00    499,643.75  C/O Refi  Full  Wells Fargo    895,000.00  10/17/2005  N       0.25
147722185    595,000.00    594,845.05  C/O Refi  Full  Wells Fargo    850,000.00  10/12/2005  N       0.25
147738587    165,704.00    165,654.00  Purchase  Full  Wells Fargo    224,000.00   9/23/2005  N       0.25
147742308    445,500.00    445,500.00  Purchase  Full  Wells Fargo    560,000.00  10/14/2005  N       0.25
147749295    492,000.00    487,133.00  R/T Refi  Full  Wells Fargo    655,000.00   10/6/2005  N       0.25
147751705    408,000.00    408,000.00  R/T Refi  Full  Wells Fargo    480,000.00  10/13/2005  N       0.25
147755771    465,700.00    465,700.00  C/O Refi  Full  Wells Fargo    615,000.00  10/11/2005  N       0.25
147756936    325,000.00    325,000.00  C/O Refi  Full  Wells Fargo    446,000.00   10/1/2005  N       0.25
147769749    340,800.00    340,135.38  R/T Refi  Full  Wells Fargo    426,000.00   9/13/2005  N       0.25
147774244    600,000.00    599,119.36  C/O Refi  Full  Wells Fargo    922,000.00  10/13/2005  N       0.25
147787899    864,000.00    864,000.00  Purchase  Full  Wells Fargo  1,080,000.00   9/19/2005  N       0.25
147790877    424,550.00    424,549.99  Purchase  Full  Wells Fargo    531,000.00   9/26/2005  N       0.25
147806723    360,000.00    360,000.00  Purchase  Full  Wells Fargo    680,000.00  10/11/2005  N       0.25
147808075  1,000,000.00  1,000,000.00  Purchase  Full  Wells Fargo  1,817,000.00  10/20/2005  N       0.25
147811046    536,000.00    536,000.00  R/T Refi  Full  Wells Fargo    675,000.00   9/28/2005  N       0.25
147811129    595,000.00    594,975.00  R/T Refi  Full  Wells Fargo    800,000.00  10/11/2005  N       0.25
147812499    436,720.00    436,234.17  Purchase  Full  Wells Fargo    550,000.00  10/21/2005  N       0.25
147814016    425,000.00    425,000.00  R/T Refi  Full  Wells Fargo    755,000.00  10/25/2005  N       0.25
147816623    631,500.00    631,500.00  C/O Refi  Full  Wells Fargo    800,000.00  10/14/2005  N       0.25
147826754    159,960.00    159,960.00  Purchase  Full  Wells Fargo    204,000.00   9/28/2005  N       0.25
147838684    524,000.00    524,000.00  C/O Refi  Full  Wells Fargo    755,000.00   10/5/2005  N       0.25
147839393    444,000.00    444,000.00  Purchase  Full  Wells Fargo    575,000.00   11/7/2005  N       0.25
147844641    864,000.00    863,793.00  Purchase  Full  Wells Fargo  1,100,000.00  10/25/2005  N       0.25
147845465    536,000.00    535,465.36  Purchase  Full  Wells Fargo    670,000.00  10/28/2005  N       0.25
147846323    819,000.00    819,000.00  Purchase  Full  Wells Fargo  1,035,000.00  10/20/2005  N       0.25
147849095    638,600.00    638,600.00  R/T Refi  Full  Wells Fargo    830,000.00  10/11/2005  N       0.25
147854277    567,000.00    567,000.00  C/O Refi  Full  Wells Fargo    834,000.00   9/26/2005  N       0.25
147860704  1,136,250.00  1,136,250.00  Purchase  Full  Wells Fargo  1,555,000.00   10/3/2005  N       0.25
147870059    578,000.00    577,856.96  Purchase  Full  Wells Fargo    727,000.00  10/28/2005  N       0.25
147873384    256,000.00    256,000.00  Purchase  Full  Wells Fargo    320,000.00   9/23/2005  N       0.25
147883896    143,200.00    143,200.00  Purchase  Full  Wells Fargo    225,000.00  10/11/2005  N       0.25
147886857    400,000.00    399,593.71  Purchase  Full  Wells Fargo    544,000.00  10/25/2005  N       0.25
147892079    101,200.00    101,200.00  Purchase  Full  Wells Fargo    128,000.00  10/11/2005  N       0.25
147901383    263,000.00    263,000.00  C/O Refi  Full  Wells Fargo    470,000.00  10/18/2005  N       0.25
147906531    305,200.00    305,200.00  Purchase  Full  Wells Fargo    400,000.00  10/24/2005  N       0.25
147910269    840,000.00    840,000.00  Purchase  Full  Wells Fargo  1,050,000.00  10/17/2005  N       0.25
147910988    458,000.00    457,500.00  Purchase  Full  Wells Fargo    625,000.00  10/13/2005  N       0.25
147911671    319,500.00    319,500.00  R/T Refi  Full  Wells Fargo    475,000.00   10/3/2005  N       0.25
147913024    175,000.00    175,000.00  C/O Refi  Full  Wells Fargo    272,000.00   9/30/2005  N       0.25
147927206    351,200.00    351,199.46  Purchase  Full  Wells Fargo    445,000.00   9/28/2005  N       0.25
147931646    420,000.00    419,912.46  C/O Refi  Full  Wells Fargo    650,000.00   9/27/2005  N       0.25
147950133    736,800.00    736,066.51  Purchase  Full  Wells Fargo    925,000.00  10/24/2005  N       0.25






LOANID     OCC        PROPTYPE      OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI     PTDATE
---------  ---------  ------------  -----  -------  -----  -----  ---------  --------  ---------  --------  ---------

147958623  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035    484.26  12/1/2005
147960918  Primary    Condo - Low     360      357  78.16      6  11/1/2005  1/1/2006  10/1/2035  3,830.00  12/1/2005
147962336  Primary    SFR             360      358  50.26  5.875  12/1/2005  2/1/2006  11/1/2035  2,389.18   1/1/2006
147986657  Primary    SFR             360      358     80   5.75  12/1/2005  1/1/2006  11/1/2035  1,610.00  12/1/2005
148000649  Primary    PUD Detached    360      358  76.98  5.875  12/1/2005  2/1/2006  11/1/2035  2,423.44   1/1/2006
148006554  Primary    SFR             360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  2,089.17   1/1/2006
148008832  Primary    SFR             360      359  61.95  5.875   1/1/2006  1/1/2006  12/1/2035  1,713.54   1/1/2006
148022668  Primary    SFR             360      358     80   6.25  12/1/2005  1/1/2006  11/1/2035  1,625.00  12/1/2005
148028723  Primary    Condo - Low     360      358     80   5.75  12/1/2005  1/1/2006  11/1/2035    996.43  12/1/2005
148036171  Primary    SFR             360      358     65  6.125  12/1/2005  1/1/2006  11/1/2035  3,317.71  12/1/2005
148042021  Primary    SFR             360      358  78.53  6.125  12/1/2005  2/1/2006  11/1/2035  3,827.25   1/1/2006
148059082  Primary    SFR             360      357  79.99      6  11/1/2005  1/1/2006  10/1/2035  2,527.11  12/1/2005
148063902  Primary    SFR             360      357     80      6  11/1/2005  2/1/2006  10/1/2035  1,448.12   1/1/2006
148076789  Primary    SFR             360      357  43.83  6.125  11/1/2005  1/1/2006  10/1/2035    689.06  12/1/2005
148091267  Primary    SFR             360      358  66.84      6  12/1/2005  2/1/2006  11/1/2035  3,174.69   1/1/2006
148112782  Primary    SFR             360      358     25      6  12/1/2005  1/1/2006  11/1/2035  2,500.00  12/1/2005
148127111  Primary    SFR             360      358  79.99  5.875  12/1/2005  1/1/2006  11/1/2035    587.01  12/1/2005
148127327  Primary    Condo - Low     360      358  79.98  5.875  12/1/2005  2/1/2006  11/1/2035    685.42   1/1/2006
148137862  Primary    SFR             360      358  75.86  6.125  12/1/2005  1/1/2006  11/1/2035  1,122.92  12/1/2005
148140569  Primary    SFR             360      358  76.29  5.875  12/1/2005  2/1/2006  11/1/2035  2,237.40   1/1/2006
148141088  Primary    SFR             360      358     80  6.125  12/1/2005  1/1/2006  11/1/2035  3,082.92  12/1/2005
148148042  Primary    SFR             360      358     70   6.25  12/1/2005  1/1/2006  11/1/2035  1,276.04  12/1/2005
148152606  Primary    SFR             360      358   42.4  5.875  12/1/2005  1/1/2006  11/1/2035  2,594.79  12/1/2005
148163496  Primary    SFR             360      358     80  6.125  12/1/2005  2/1/2006  11/1/2035  2,444.31   1/1/2006
148163546  Primary    SFR             360      358     80    6.5  12/1/2005  2/1/2006  11/1/2035  1,077.91   1/1/2006
148166846  Primary    SFR             360      358     80  6.125  12/1/2005  1/1/2006  11/1/2035  4,022.08  12/1/2005
148173693  Primary    SFR             360      358     80   5.75  12/1/2005  1/1/2006  11/1/2035  1,330.17  12/1/2005
148190887  Primary    SFR             360      358  56.48  5.875  12/1/2005  1/1/2006  11/1/2035  6,119.79  12/1/2005
148194392  Primary    SFR             360      358     52  5.625  12/1/2005  1/1/2006  11/1/2035  2,437.50  12/1/2005
148212434  Primary    PUD Detached    360      358     80    6.5  12/1/2005  2/1/2006  11/1/2035  1,705.17   1/1/2006
148244718  Primary    Condo - Low     360      358     80  6.375  12/1/2005  2/1/2006  11/1/2035  1,247.38   1/1/2006
148249279  Primary    SFR             360      358  76.47      6  12/1/2005  1/1/2006  11/1/2035  3,250.00  12/1/2005
148249535  Primary    SFR             360      355     80      6   9/1/2005  1/1/2006   8/1/2035       560  12/1/2005
148284318  Primary    PUD Detached    360      358     80  6.125  12/1/2005  2/1/2006  11/1/2035  1,782.38   1/1/2006
148321433  Primary    SFR             360      357  23.86  5.875  11/1/2005  1/1/2006  10/1/2035  2,570.31  12/1/2005
148323082  Primary    SFR             360      357  57.26  6.375  11/1/2005  1/1/2006  10/1/2035  2,216.87  12/1/2005
148326242  Primary    SFR             360      357     80  5.875  11/1/2005  2/1/2006  10/1/2035  2,447.66   1/1/2006
148328719  Primary    SFR             360      357     43  5.625  11/1/2005  1/1/2006  10/1/2035  2,166.56  12/1/2005
148336472  Primary    SFR             360      357     80  5.875  11/1/2005  2/1/2006  10/1/2035  2,945.33   1/1/2006
148344294  Secondary  SFR             360      357  69.98   6.25  11/1/2005  2/1/2006  10/1/2035  2,278.12   1/1/2006
148362106  Primary    SFR             360      357  68.42   6.25  11/1/2005  1/1/2006  10/1/2035  3,385.42  12/1/2005
148387228  Primary    SFR             360      358     80   6.25  12/1/2005  1/1/2006  11/1/2035  1,083.33  12/1/2005
148393531  Primary    Condo - Low     360      358     80   6.25  12/1/2005  1/1/2006  11/1/2035  4,412.50  12/1/2005
148403066  Primary    SFR             360      357     70  6.125  11/1/2005  1/1/2006  10/1/2035  7,398.44  12/1/2005
148438922  Primary    PUD Detached    360      358     80      6  12/1/2005  1/1/2006  11/1/2035  1,507.50  12/1/2005
148438971  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,937.50  12/1/2005
148445281  Primary    Condo - Low     360      357     80      6  11/1/2005  1/1/2006  10/1/2035  1,100.00  12/1/2005
148461817  Primary    SFR             360      357  73.68  6.125  11/1/2005  1/1/2006  10/1/2035  2,613.33  12/1/2005
148508286  Primary    SFR             360      358     80   5.75  12/1/2005  1/1/2006  11/1/2035  3,857.29  12/1/2005
148508575  Primary    SFR             360      358  73.44  5.875  12/1/2005  1/1/2006  11/1/2035  2,070.94  12/1/2005
148534217  Primary    SFR             360      358     80  6.125  12/1/2005  1/1/2006  11/1/2035  1,833.42  12/1/2005
148534241  Primary    PUD Detached    360      357  65.71  5.875  11/1/2005  1/1/2006  10/1/2035  1,126.04  12/1/2005
148534407  Primary    SFR             360      357  33.73   5.75  11/1/2005  1/1/2006  10/1/2035    406.81  12/1/2005
148551609  Primary    SFR             360      358  53.07  6.125  12/1/2005  2/1/2006  11/1/2035  2,424.48   1/1/2006
148580145  Primary    SFR             360      358     80      6  12/1/2005  2/1/2006  11/1/2035  1,480.00   1/1/2006
148587413  Primary    SFR             360      357     80   6.25  11/1/2005  1/1/2006  10/1/2035  2,879.17  12/1/2005
148587751  Primary    SFR             360      358  78.04  5.875  12/1/2005  1/1/2006  11/1/2035  1,011.48  12/1/2005
148613995  Primary    SFR             360      358  79.53  5.875  12/1/2005  1/1/2006  11/1/2035  3,594.03  12/1/2005
148633654  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035  2,499.30  12/1/2005
148639271  Primary    SFR             360      356  79.31   5.75  10/1/2005  1/1/2006   9/1/2035  2,467.53  12/1/2005
148640485  Primary    SFR             360      358  79.61  5.875  12/1/2005  1/1/2006  11/1/2035  2,961.98  12/1/2005
148653298  Primary    SFR             360      358     80  5.875  12/1/2005  2/1/2006  11/1/2035  2,900.78   1/1/2006
148660962  Primary    SFR             360      358  70.54      6  12/1/2005  1/1/2006  11/1/2035  2,275.00  12/1/2005
148675275  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035  2,499.38  12/1/2005
148685688  Primary    SFR             360      358     75    5.5  12/1/2005  1/1/2006  11/1/2035  3,953.13  12/1/2005
148686389  Primary    SFR             360      358  65.22  5.875  12/1/2005  1/1/2006  11/1/2035  1,468.75  12/1/2005
148702459  Primary    SFR             360      358  50.83  6.125  12/1/2005  1/1/2006  11/1/2035  3,113.54  12/1/2005
148712615  Primary    SFR             360      357  74.38      6  11/1/2005  1/1/2006  10/1/2035       593  12/1/2005
148713571  Primary    SFR             360      357     80  6.125  11/1/2005  1/1/2006  10/1/2035    938.08  12/1/2005
148715089  Primary    PUD Detached    360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,271.67  12/1/2005
148715246  Primary    SFR             360      357     80   5.75  11/1/2005  1/1/2006  10/1/2035  1,437.50  12/1/2005
148716434  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035    975.25  12/1/2005
148716814  Primary    SFR             360      357     55      6  11/1/2005  2/1/2006  10/1/2035  2,750.00   1/1/2006
148720022  Primary    SFR             360      354  78.95   5.75   8/1/2005  1/1/2006   7/1/2035  2,875.00  12/1/2005
148733611  Primary    SFR             360      358     80  6.125  12/1/2005  1/1/2006  11/1/2035  2,041.67  12/1/2005
148735764  Primary    SFR             360      358     70   6.25  12/1/2005  2/1/2006  11/1/2035  3,463.54   1/1/2006
148757933  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035       612  12/1/2005
148766637  Primary    SFR             360      358  66.67  5.875  12/1/2005  1/1/2006  11/1/2035  3,178.29  12/1/2005
148793987  Primary    SFR             360      358  71.97   6.25  12/1/2005  1/1/2006  11/1/2035  2,473.96  12/1/2005
148806235  Primary    SFR             360      358  61.57      6  12/1/2005  1/1/2006  11/1/2035  1,077.50  12/1/2005
148860687  Primary    SFR             360      358     80  6.125  12/1/2005  1/1/2006  11/1/2035  1,619.04  12/1/2005
148886237  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  4,112.50  12/1/2005
148943251  Primary    Condo - Low     360      358     80      6  12/1/2005  1/1/2006  11/1/2035  1,319.98  12/1/2005






LOANID     OBAL          COBAL         PURPOSE   DOC   SERVICER     OAPPVAL       ODATE       PPEN  SVCFEE
---------  ------------  ------------  --------  ----  -----------  ------------  ----------  ----  ------

147958623     96,852.00     96,852.00  Purchase  Full  Wells Fargo    124,000.00   10/3/2005  N       0.25
147960918    766,000.00    766,000.00  C/O Refi  Full  Wells Fargo    980,000.00    9/8/2005  N       0.25
147962336    490,000.00    486,000.00  C/O Refi  Full  Wells Fargo    975,000.00   10/5/2005  N       0.25
147986657    336,000.00    336,000.00  C/O Refi  Full  Wells Fargo    420,000.00  10/14/2005  N       0.25
148000649    495,000.00    495,000.00  C/O Refi  Full  Wells Fargo    643,000.00  10/11/2005  N       0.25
148006554    436,000.00    436,000.00  Purchase  Full  Wells Fargo    545,000.00   10/7/2005  N       0.25
148008832    350,000.00    350,000.00  C/O Refi  Full  Wells Fargo    565,000.00  10/27/2005  N       0.25
148022668    312,000.00    311,812.96  Purchase  Full  Wells Fargo    394,000.00  10/20/2005  N       0.25
148028723    207,950.00    207,950.00  Purchase  Full  Wells Fargo    260,000.00   10/1/2005  N       0.25
148036171    650,000.00    650,000.00  R/T Refi  Full  Wells Fargo  1,000,000.00  10/12/2005  N       0.25
148042021    750,000.00    749,655.38  Purchase  Full  Wells Fargo    970,000.00  10/28/2005  N       0.25
148059082    506,100.00    505,221.78  Purchase  Full  Wells Fargo    645,000.00   9/29/2005  N       0.25
148063902    289,624.00    289,624.00  Purchase  Full  Wells Fargo    365,000.00   9/28/2005  N       0.25
148076789    135,000.00    135,000.00  C/O Refi  Full  Wells Fargo    308,000.00   10/6/2005  N       0.25
148091267    635,000.00    634,877.51  C/O Refi  Full  Wells Fargo    950,000.00   10/4/2005  N       0.25
148112782    500,000.00    500,000.00  C/O Refi  Full  Wells Fargo  2,000,000.00  10/24/2005  N       0.25
148127111    119,900.00    119,900.00  Purchase  Full  Wells Fargo    150,000.00  10/19/2005  N       0.25
148127327    140,000.00    140,000.00  Purchase  Full  Wells Fargo    175,050.00  10/13/2005  N       0.25
148137862    220,000.00    220,000.00  R/T Refi  Full  Wells Fargo    290,000.00   10/5/2005  N       0.25
148140569    457,000.00    457,000.00  R/T Refi  Full  Wells Fargo    599,000.00  10/10/2005  N       0.25
148141088    604,000.00    604,000.00  C/O Refi  Full  Wells Fargo    755,000.00  10/19/2005  N       0.25
148148042    245,000.00    245,000.00  C/O Refi  Full  Wells Fargo    350,000.00  10/14/2005  N       0.25
148152606    530,000.00    530,000.00  R/T Refi  Full  Wells Fargo  1,250,000.00  10/10/2005  N       0.25
148163496    479,200.00    478,885.33  Purchase  Full  Wells Fargo    600,000.00  10/14/2005  N       0.25
148163546    199,200.00    198,799.91  Purchase  Full  Wells Fargo    249,000.00  10/26/2005  N       0.25
148166846    788,000.00    788,000.00  Purchase  Full  Wells Fargo    990,000.00  10/25/2005  N       0.25
148173693    277,600.00    277,600.00  Purchase  Full  Wells Fargo    348,000.00  10/26/2005  N       0.25
148190887  1,250,000.00  1,250,000.00  Purchase  Full  Wells Fargo  2,215,000.00  10/13/2005  N       0.25
148194392    520,000.00    520,000.00  R/T Refi  Full  Wells Fargo  1,000,000.00  10/19/2005  N       0.25
148212434    314,800.00    314,800.00  Purchase  Full  Wells Fargo    410,000.00  10/18/2005  N       0.25
148244718    234,800.00    234,800.00  Purchase  Full  Wells Fargo    297,000.00  10/14/2005  N       0.25
148249279    650,000.00    650,000.00  C/O Refi  Full  Wells Fargo    850,000.00  10/17/2005  N       0.25
148249535    112,000.00    112,000.00  C/O Refi  Full  Wells Fargo    140,000.00   7/28/2005  N       0.25
148284318    349,200.00    349,200.00  Purchase  Full  Wells Fargo    452,000.00  10/18/2005  N       0.25
148321433    525,000.00    524,871.48  C/O Refi  Full  Wells Fargo  2,200,000.00   9/13/2005  N       0.25
148323082    418,000.00    416,689.11  C/O Refi  Full  Wells Fargo    730,000.00   9/13/2005  N       0.25
148326242    500,000.00    499,895.58  Purchase  Full  Wells Fargo    625,000.00   9/23/2005  N       0.25
148328719    462,200.00    462,200.00  R/T Refi  Full  Wells Fargo  1,075,000.00    9/8/2005  N       0.25
148336472    601,600.00    601,600.00  Purchase  Full  Wells Fargo    755,000.00   9/23/2005  N       0.25
148344294    437,400.00    437,286.09  Purchase  Full  Wells Fargo    630,000.00   9/14/2005  N       0.25
148362106    650,000.00    650,000.00  Purchase  Full  Wells Fargo    949,995.00   9/22/2005  N       0.25
148387228    208,000.00    208,000.00  Purchase  Full  Wells Fargo    260,000.00  10/28/2005  N       0.25
148393531    848,000.00    847,200.00  Purchase  Full  Wells Fargo  1,060,000.00  10/19/2005  N       0.25
148403066  1,452,500.00  1,449,489.80  Purchase  Full  Wells Fargo  2,075,000.00   9/26/2005  N       0.25
148438922    301,600.00    301,500.00  Purchase  Full  Wells Fargo    380,000.00   10/6/2005  N       0.25
148438971    600,000.00    600,000.00  Purchase  Full  Wells Fargo    750,000.00  10/24/2005  N       0.25
148445281    220,000.00    220,000.00  Purchase  Full  Wells Fargo    275,000.00    9/9/2005  N       0.25
148461817    512,000.00    512,000.00  Purchase  Full  Wells Fargo    694,930.00   9/30/2005  N       0.25
148508286    805,000.00    805,000.00  Purchase  Full  Wells Fargo  1,015,000.00  10/11/2005  N       0.25
148508575    423,000.00    423,000.00  R/T Refi  Full  Wells Fargo    576,000.00   10/4/2005  N       0.25
148534217    359,200.00    359,200.00  Purchase  Full  Wells Fargo    490,000.00   10/6/2005  N       0.25
148534241    230,000.00    230,000.00  C/O Refi  Full  Wells Fargo    350,000.00   9/30/2005  N       0.25
148534407     85,000.00     84,900.00  R/T Refi  Full  Wells Fargo    252,000.00   9/28/2005  N       0.25
148551609    475,000.00    475,000.00  C/O Refi  Full  Wells Fargo    895,000.00  10/21/2005  N       0.25
148580145    296,000.00    295,758.90  Purchase  Full  Wells Fargo    375,000.00  10/17/2005  N       0.25
148587413    552,800.00    552,800.00  R/T Refi  Full  Wells Fargo    691,000.00   9/21/2005  N       0.25
148587751    206,800.00    206,600.00  C/O Refi  Full  Wells Fargo    265,000.00  10/13/2005  N       0.25
148613995    734,100.00    734,100.00  R/T Refi  Full  Wells Fargo    923,000.00   10/5/2005  N       0.25
148633654    500,000.00    499,859.83  C/O Refi  Full  Wells Fargo    625,000.00   10/6/2005  N       0.25
148639271    515,500.00    513,885.44  R/T Refi  Full  Wells Fargo    650,000.00   8/26/2005  N       0.25
148640485    605,000.00    605,000.00  C/O Refi  Full  Wells Fargo    760,000.00  10/10/2005  N       0.25
148653298    594,500.00    585,500.00  Purchase  Full  Wells Fargo    750,000.00  10/14/2005  N       0.25
148660962    455,000.00    455,000.00  C/O Refi  Full  Wells Fargo    645,000.00   10/6/2005  N       0.25
148675275    500,000.00    499,875.00  C/O Refi  Full  Wells Fargo    625,000.00  10/10/2005  N       0.25
148685688    862,500.00    862,500.00  C/O Refi  Full  Wells Fargo  1,150,000.00  10/14/2005  N       0.25
148686389    300,000.00    300,000.00  C/O Refi  Full  Wells Fargo    460,000.00  10/14/2005  N       0.25
148702459    610,000.00    610,000.00  R/T Refi  Full  Wells Fargo  1,200,000.00  10/12/2005  N       0.25
148712615    119,000.00    118,499.58  R/T Refi  Full  Wells Fargo    160,000.00   9/16/2005  N       0.25
148713571    183,920.00    183,786.65  Purchase  Full  Wells Fargo    230,000.00    9/9/2005  N       0.25
148715089    464,000.00    464,000.00  Purchase  Full  Wells Fargo    585,000.00  10/13/2005  N       0.25
148715246    300,000.00    300,000.00  Purchase  Full  Wells Fargo    375,000.00   9/27/2005  N       0.25
148716434    199,200.00    199,200.00  Purchase  Full  Wells Fargo    249,000.00   9/21/2005  N       0.25
148716814    550,000.00    550,000.00  C/O Refi  Full  Wells Fargo  1,000,000.00   9/21/2005  N       0.25
148720022    600,000.00    600,000.00  C/O Refi  Full  Wells Fargo    760,000.00   6/20/2005  N       0.25
148733611    400,000.00    400,000.00  C/O Refi  Full  Wells Fargo    500,000.00  10/17/2005  N       0.25
148735764    665,000.00    665,000.00  C/O Refi  Full  Wells Fargo    950,000.00  10/13/2005  N       0.25
148757933    122,400.00    122,400.00  Purchase  Full  Wells Fargo    153,000.00  10/31/2005  N       0.25
148766637    650,000.00    649,182.29  R/T Refi  Full  Wells Fargo    975,000.00  10/12/2005  N       0.25
148793987    475,000.00    475,000.00  C/O Refi  Full  Wells Fargo    660,000.00  10/12/2005  N       0.25
148806235    215,500.00    215,500.00  C/O Refi  Full  Wells Fargo    350,000.00  10/18/2005  N       0.25
148860687    317,200.00    317,200.00  Purchase  Full  Wells Fargo    400,000.00  10/20/2005  N       0.25
148886237    840,000.00    840,000.00  Purchase  Full  Wells Fargo  1,050,000.00   10/4/2005  N       0.25
148943251    264,000.00    263,996.81  Purchase  Full  Wells Fargo    340,000.00  10/28/2005  N       0.25




                                   EXHIBIT D-3

                       LOAN GROUP 3 MORTGAGE LOAN SCHEDULE


                                      D-3-1





LOANID     OCC        PROPTYPE      OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI     PTDATE
---------  ---------  ------------  -----  -------  -----  -----  ---------  --------  ---------  --------  ---------

601240047  Primary    SFR             360      351  34.46    5.5   5/1/2005  1/1/2006   4/1/2035    708.44  12/1/2005
601313865  Primary    PUD             360      354     80  5.875   8/1/2005  1/1/2006   7/1/2035  1,143.67  12/1/2005
601313866  Primary    PUD             360      354  64.45  5.875   8/1/2005  2/1/2006   7/1/2035  1,997.50   1/1/2006
601318741  Primary    SFR             360      354  74.71      6   8/1/2005  1/1/2006   7/1/2035       523  12/1/2005
601318760  Primary    SFR             360      354  79.22   6.25   8/1/2005  1/1/2006   7/1/2035  1,052.09  12/1/2005
601318765  Primary    PUD             360      354     80  5.875   8/1/2005  1/1/2006   7/1/2035  2,251.59  12/1/2005
601319356  Primary    Condo           360      353   56.7  6.125   7/1/2005  2/1/2006   6/1/2035    968.76   1/1/2006
601319357  Secondary  SFR             360      354  78.22   6.25   8/1/2005  1/1/2006   7/1/2035    913.71  12/1/2005
601319358  Primary    PUD             360      353  76.07  6.125   7/1/2005  1/1/2006   6/1/2035  1,952.99  12/1/2005
601319361  Primary    SFR             360      354  77.82      6   8/1/2005  1/1/2006   7/1/2035  1,062.25  12/1/2005
601319366  Primary    SFR             360      354     80   6.25   8/1/2005  1/1/2006   7/1/2035  1,562.50  12/1/2005
601319368  Primary    SFR             360      354  77.05   6.25   8/1/2005  1/1/2006   7/1/2035  1,525.00  12/1/2005
601319373  Primary    SFR             360      354  79.52   5.75   8/1/2005  2/1/2006   7/1/2035    799.25   1/1/2006
601319375  Primary    SFR             360      354  57.02      6   8/1/2005  1/1/2006   7/1/2035  1,280.01  12/1/2005
601319376  Primary    SFR             360      354  79.82   6.25   8/1/2005  2/1/2006   7/1/2035    827.35   1/1/2006
601319377  Primary    SFR             360      354  88.05  6.125   8/1/2005  1/1/2006   7/1/2035    795.23  12/1/2005
601319382  Primary    SFR             360      354   78.7      6   8/1/2005  1/1/2006   7/1/2035  2,282.27  12/1/2005
601319387  Primary    SFR             360      354  69.67  5.875   8/1/2005  2/1/2006   7/1/2035  1,821.50   1/1/2006
601319388  Primary    Condo           360      354     80   6.25   8/1/2005  1/1/2006   7/1/2035    593.58  12/1/2005
601319393  Primary    SFR             360      354     80      6   8/1/2005  2/1/2006   7/1/2035  1,600.00   1/1/2006
601333673  Primary    SFR             360      355  64.14   5.75   9/1/2005  2/1/2006   8/1/2035  2,226.89   1/1/2006
601333676  Primary    SFR             360      355     80      6   9/1/2005  1/1/2006   8/1/2035  1,600.00  12/1/2005
601333698  Primary    SFR             360      354  57.14   6.25   8/1/2005  1/1/2006   7/1/2035    520.84  12/1/2005
601333699  Primary    SFR             360      355     65  5.875   9/1/2005  2/1/2006   8/1/2035    827.36   1/1/2006
601333739  Primary    SFR             360      354     80      6   8/1/2005  1/1/2006   7/1/2035  1,939.70  12/1/2005
601334222  Primary    SFR             360      354  68.13  5.875   8/1/2005  1/1/2006   7/1/2035  2,001.18  12/1/2005
601334571  Primary    SFR             360      354     80      6   8/1/2005  1/1/2006   7/1/2035       612  12/1/2005
601334574  Primary    SFR             360      355  89.99      6   9/1/2005  2/1/2006   8/1/2035  1,115.88   1/1/2006
601334782  Primary    SFR             360      355  78.33      6   9/1/2005  1/1/2006   8/1/2035       940  12/1/2005
601334791  Primary    SFR             360      355  60.03   5.75   9/1/2005  1/1/2006   8/1/2035  2,013.46  12/1/2005
601334797  Primary    SFR             360      354     80  6.125   8/1/2005  2/1/2006   7/1/2035  1,429.17   1/1/2006
601334810  Primary    SFR             360      354  79.11  6.125   8/1/2005  1/1/2006   7/1/2035  1,009.48  12/1/2005
601335710  Primary    SFR             360      355  79.53   5.75   9/1/2005  1/1/2006   8/1/2035  2,019.69  12/1/2005
601335716  Primary    SFR             360      355  67.15  5.875   9/1/2005  1/1/2006   8/1/2035  1,025.68  12/1/2005
601335725  Primary    SFR             360      355     80  5.875   9/1/2005  2/1/2006   8/1/2035    571.84   1/1/2006
601335730  Primary    SFR             360      355     80  5.875   9/1/2005  1/1/2006   8/1/2035    685.42  12/1/2005
601335731  Primary    SFR             360      355  77.66      6   9/1/2005  1/1/2006   8/1/2035    842.63  12/1/2005
601335744  Primary    Condo           360      355     80   6.25   9/1/2005  2/1/2006   8/1/2035  1,441.21   1/1/2006
601335748  Primary    SFR             360      355     80  5.875   9/1/2005  1/1/2006   8/1/2035  2,252.09  12/1/2005
601335751  Primary    SFR             360      355  74.73   6.25   9/1/2005  1/1/2006   8/1/2035    895.19  12/1/2005
601335757  Primary    SFR             360      355     72   5.75   9/1/2005  1/1/2006   8/1/2035    948.75  12/1/2005
601335759  Primary    Condo           360      355  89.37  5.875   9/1/2005  2/1/2006   8/1/2035  2,012.68   1/1/2006
601335773  Primary    Condo           360      355     80   5.75   9/1/2005  2/1/2006   8/1/2035  1,629.17   1/1/2006
601335777  Primary    PUD             360      355   79.3  5.875   9/1/2005  1/1/2006   8/1/2035  1,824.68  12/1/2005
601335778  Primary    SFR             360      355  79.05      6   9/1/2005  1/1/2006   8/1/2035  1,039.50  12/1/2005
601335779  Primary    SFR             360      354     80    5.5   8/1/2005  1/1/2006   7/1/2035    674.67  12/1/2005
601335782  Primary    SFR             360      354  79.55  5.875   8/1/2005  2/1/2006   7/1/2035    599.74   1/1/2006
601335787  Primary    SFR             360      354  51.24  5.625   8/1/2005  2/1/2006   7/1/2035    771.56   1/1/2006
601335790  Primary    SFR             360      354     90    5.5   8/1/2005  1/1/2006   7/1/2035    948.75  12/1/2005
601335797  Primary    SFR             360      355     80  6.125   9/1/2005  1/1/2006   8/1/2035  1,061.67  12/1/2005
601335798  Primary    SFR             360      355     80      6   9/1/2005  1/1/2006   8/1/2035  1,180.00  12/1/2005
601335799  Primary    SFR             360      355     79   5.75   9/1/2005  1/1/2006   8/1/2035  1,207.50  12/1/2005
601335800  Primary    SFR             360      355     80  5.875   9/1/2005  2/1/2006   8/1/2035  2,232.51   1/1/2006
601335929  Primary    SFR             360      355     80  6.125   9/1/2005  1/1/2006   8/1/2035  1,857.92  12/1/2005
145562583  Primary    SFR             360      355  65.12    5.5   9/1/2005  2/1/2006   8/1/2035  3,206.41   1/1/2006
145884029  Primary    SFR             360      356  40.91  5.625  10/1/2005  2/1/2006   9/1/2035  4,218.75   1/1/2006
 33393075  Primary    SFR             360      357  56.25    5.5  11/1/2005  1/1/2006  10/1/2035  2,062.50  12/1/2005
143798460  Primary    PUD Detached    360      357  51.47  5.875  11/1/2005  1/1/2006  10/1/2035  2,570.31  12/1/2005
143802635  Primary    SFR             360      357  48.65      6  11/1/2005  1/1/2006  10/1/2035  2,165.00  12/1/2005
143803807  Primary    SFR             360      357  79.93  5.875  11/1/2005  1/1/2006  10/1/2035  1,800.20  12/1/2005
143805430  Primary    PUD Detached    360      357   79.1    5.5  11/1/2005  1/1/2006  10/1/2035  2,827.92  12/1/2005
143805463  Primary    SFR             360      357     70      6  11/1/2005  1/1/2006  10/1/2035  2,887.50  12/1/2005
143805539  Primary    SFR             360      357  59.14   5.75  11/1/2005  1/1/2006  10/1/2035  2,975.63  12/1/2005
143805729  Primary    PUD Detached    360      357  69.47      6  11/1/2005  1/1/2006  10/1/2035  3,300.00  12/1/2005
143806354  Primary    SFR             360      357  64.29  5.625  11/1/2005  1/1/2006  10/1/2035  2,109.38  12/1/2005
143960136  Primary    SFR             360      357  49.33      6  11/1/2005  1/1/2006  10/1/2035  3,700.00  12/1/2005
143963668  Primary    SFR             360      357  64.29  5.625  11/1/2005  1/1/2006  10/1/2035  2,531.25  12/1/2005
143965101  Primary    SFR             360      357     75      6  11/1/2005  1/1/2006  10/1/2035  2,137.50  12/1/2005
202401246  Primary    SFR             360      357     80    5.5  11/1/2005  2/1/2006  10/1/2035  2,145.00   1/1/2006
202415469  Primary    SFR             360      357  69.89  5.625  11/1/2005  1/1/2006  10/1/2035  3,046.88  12/1/2005
202424255  Primary    SFR             360      357     70    5.5  11/1/2005  1/1/2006  10/1/2035  3,288.54  12/1/2005
202435228  Primary    PUD Detached    360      357  78.61      6  11/1/2005  2/1/2006  10/1/2035  2,260.00   1/1/2006
202474961  Primary    SFR             360      357  44.62  5.875  11/1/2005  1/1/2006  10/1/2035  2,129.69  12/1/2005
 51936425  Primary    SFR             360      359  60.25  5.875   1/1/2006  1/1/2006  12/1/2035  2,374.48   1/1/2006
 54847512  Primary    SFR             360      355  24.17      6   9/1/2005  1/1/2006   8/1/2035    729.97  12/1/2005
 60092731  Primary    SFR             360      358  52.38  5.875  12/1/2005  1/1/2006  11/1/2035  5,385.42  12/1/2005
 60126679  Primary    SFR             360      358  79.65      6  12/1/2005  1/1/2006  11/1/2035  1,840.00  12/1/2005
146643788  Primary    SFR             360      356     80   5.75  10/1/2005  1/1/2006   9/1/2035  3,066.67  12/1/2005






LOANID     OBAL          COBAL         PURPOSE   DOC                      SERVICER     OAPPVAL       ODATE       PPEN  SVCFEE
---------  ------------  ------------  --------  -----------------------  -----------  ------------  ----------  ----  ------

601240047    155,050.00    154,268.64  C/O Refi  Standard                 GMAC           450,000.00   3/21/2005  N       0.25
601313865    233,600.00    233,600.00  R/T Refi  Standard                 GMAC           292,000.00   6/10/2005  N       0.25
601313866    408,000.00    408,000.00  R/T Refi  Standard                 GMAC           633,000.00   5/31/2005  N       0.25
601318741    104,600.00    104,600.00  R/T Refi  Standard                 GMAC           140,000.00   6/10/2005  N       0.25
601318760    202,000.00    201,999.97  R/T Refi  Standard                 GMAC           255,000.00   6/10/2005  N       0.25
601318765    460,000.00    459,392.62  C/O Refi  Standard                 GMAC           575,000.00   5/31/2005  N       0.25
601319356    189,950.00    189,393.52  C/O Refi  Standard                 GMAC           335,000.00   5/24/2005  N       0.25
601319357    176,000.00    174,770.59  C/O Refi  Standard                 GMAC           225,000.00   6/10/2005  N       0.25
601319358    382,625.00    382,624.97  R/T Refi  Standard                 GMAC           503,000.00   5/31/2005  N       0.25
601319361    212,450.00    212,450.00  R/T Refi  Standard                 GMAC           273,000.00    6/9/2005  N       0.25
601319366    300,000.00    300,000.00  R/T Refi  Standard                 GMAC           375,000.00    6/6/2005  N       0.25
601319368    292,800.00    292,703.75  R/T Refi  Standard                 GMAC           380,000.00    6/7/2005  N       0.25
601319373    167,000.00    166,596.72  R/T Refi  Standard                 GMAC           210,000.00    6/6/2005  N       0.25
601319375    256,000.00    255,999.97  C/O Refi  Standard                 GMAC           449,000.00   6/10/2005  N       0.25
601319376    158,850.00    158,849.86  C/O Refi  Standard                 GMAC           199,000.00    6/3/2005  N       0.25
601319377    155,850.00    155,797.16  R/T Refi  Standard                 GMAC           177,000.00    6/6/2005  N       0.25
601319382    456,475.00    456,385.01  R/T Refi  Standard                 GMAC           580,000.00    6/7/2005  N       0.25
601319387    372,050.00    372,049.97  C/O Refi  Standard                 GMAC           534,000.00   6/10/2005  N       0.25
601319388    114,000.00    113,945.57  R/T Refi  Standard                 GMAC           142,500.00    6/9/2005  N       0.25
601319393    320,000.00    320,000.00  C/O Refi  Standard                 GMAC           400,000.00   6/10/2005  N       0.25
601333673    465,000.00    463,699.17  R/T Refi  Standard                 GMAC           725,000.00    7/5/2005  N       0.25
601333676    320,000.00    320,000.00  R/T Refi  Standard                 GMAC           400,000.00    7/8/2005  N       0.25
601333698    100,000.00     99,999.98  C/O Refi  Standard                 GMAC           175,000.00   6/29/2005  N       0.25
601333699    169,000.00    168,963.12  R/T Refi  Standard                 GMAC           260,000.00   6/29/2005  N       0.25
601333739    388,000.00    387,696.99  C/O Refi  Standard                 GMAC           485,000.00   6/27/2005  N       0.25
601334222    408,750.00    408,216.73  C/O Refi  Standard                 GMAC           600,000.00   6/30/2005  N       0.25
601334571    122,400.00    122,330.00  R/T Refi  Standard                 GMAC           153,000.00   6/27/2005  N       0.25
601334574    223,175.00    222,786.52  R/T Refi  Standard                 GMAC           248,000.00   6/28/2005  N       0.25
601334782    188,000.00    187,888.07  R/T Refi  Standard                 GMAC           240,000.00    7/8/2005  N       0.25
601334791    420,200.00    418,320.00  C/O Refi  Standard                 GMAC           700,000.00    7/5/2005  N       0.25
601334797    280,000.00    280,000.00  C/O Refi  Standard                 GMAC           350,000.00   6/30/2005  N       0.25
601334810    197,775.00    197,775.00  R/T Refi  Standard                 GMAC           250,000.00   6/29/2005  N       0.25
601335710    421,500.00    421,500.00  C/O Refi  Standard                 GMAC           530,000.00    7/1/2005  N       0.25
601335716    209,500.00    209,500.00  R/T Refi  Standard                 GMAC           312,000.00   6/30/2005  N       0.25
601335725    116,800.00    116,657.79  R/T Refi  Standard                 GMAC           146,000.00    7/7/2005  N       0.25
601335730    140,000.00    140,000.00  R/T Refi  Standard                 GMAC           175,000.00   7/12/2005  N       0.25
601335731    168,525.00    168,509.42  R/T Refi  Standard                 GMAC           217,000.00    7/5/2005  N       0.25
601335744    276,800.00    276,534.86  C/O Refi  Standard                 GMAC           346,000.00    7/2/2005  N       0.25
601335748    460,000.00    459,999.98  C/O Refi  Standard                 GMAC           575,000.00   7/11/2005  N       0.25
601335751    171,875.00    171,874.98  R/T Refi  Standard                 GMAC           230,000.00    7/5/2005  N       0.25
601335757    198,000.00    198,000.00  R/T Refi  Standard                 GMAC           275,000.00    7/2/2005  N       0.25
601335759    411,100.00    411,099.98  C/O Refi  Standard                 GMAC           460,000.00    7/8/2005  N       0.25
601335773    340,000.00    340,000.00  C/O Refi  Standard                 GMAC           425,000.00    7/1/2005  N       0.25
601335777    372,700.00    372,348.50  C/O Refi  Standard                 GMAC           470,000.00   7/11/2005  N       0.25
601335778    207,900.00    207,896.34  C/O Refi  Standard                 GMAC           263,000.00   6/30/2005  N       0.25
601335779    147,200.00    146,990.48  R/T Refi  Standard                 GMAC           184,000.00   6/30/2005  N       0.25
601335782    122,500.00    122,500.00  R/T Refi  Standard                 GMAC           154,000.00   6/30/2005  N       0.25
601335787    165,000.00    163,999.07  C/O Refi  Standard                 GMAC           322,000.00    6/9/2005  N       0.25
601335790    207,000.00    207,000.00  R/T Refi  Standard                 GMAC           230,000.00   6/30/2005  N       0.25
601335797    208,000.00    208,000.00  R/T Refi  Standard                 GMAC           260,000.00    7/6/2005  N       0.25
601335798    236,000.00    235,713.18  R/T Refi  Standard                 GMAC           295,000.00   6/30/2005  N       0.25
601335799    252,000.00    252,000.00  R/T Refi  Standard                 GMAC           319,000.00    7/5/2005  N       0.25
601335800    456,000.00    455,947.23  C/O Refi  Standard                 GMAC           570,000.00    7/8/2005  N       0.25
601335929    364,000.00    364,000.00  R/T Refi  Standard                 GMAC           455,000.00   6/30/2005  N       0.25
145562583    700,000.00    696,549.19  Purchase  Stated Inc/Voa           Wells Fargo  1,075,000.00   7/27/2005  N       0.25
145884029    900,000.00    900,000.00  Purchase  Asset Only               Wells Fargo  2,200,000.00   8/15/2005  N       0.25
 33393075    450,000.00    450,000.00  Purchase  FAD(Full or Alt or AUS)  SunTrust       818,000.00   9/28/2005  N       0.25
143798460    525,000.00    524,940.48  C/O Refi  FAD(Full or Alt or AUS)  SunTrust     1,020,000.00   9/28/2005  N       0.25
143802635    433,000.00    433,000.00  R/T Refi  FAD(Full or Alt or AUS)  SunTrust       890,000.00   9/27/2005  N       0.25
143803807    367,700.00    367,700.00  R/T Refi  FAD(Full or Alt or AUS)  SunTrust       460,000.00   9/28/2005  N       0.25
143805430    617,000.00    617,000.00  R/T Refi  FAD(Full or Alt or AUS)  SunTrust       780,000.00   9/20/2005  N       0.25
143805463    577,500.00    577,500.00  C/O Refi  FAD(Full or Alt or AUS)  SunTrust       825,000.00   9/26/2005  N       0.25
143805539    621,000.00    621,000.00  R/T Refi  NIV                      SunTrust     1,050,000.00   9/29/2005  N       0.25
143805729    660,000.00    655,642.42  C/O Refi  NIV                      SunTrust       950,000.00   9/29/2005  N       0.25
143806354    450,000.00    449,200.00  C/O Refi  FAD(Full or Alt or AUS)  SunTrust       700,000.00   9/28/2005  N       0.25
143960136    740,000.00    739,646.50  C/O Refi  FAD(Full or Alt or AUS)  SunTrust     1,500,000.00   9/28/2005  N       0.25
143963668    540,000.00    540,000.00  R/T Refi  NIV                      SunTrust       840,000.00   9/12/2005  N       0.25
143965101    427,500.00    427,500.00  C/O Refi  NIV                      SunTrust       570,000.00   9/27/2005  N       0.25
202401246    468,000.00    468,000.00  R/T Refi  FAD(Full or Alt or AUS)  SunTrust       585,000.00   9/27/2005  N       0.25
202415469    650,000.00    649,822.66  C/O Refi  FAD(Full or Alt or AUS)  SunTrust       930,000.00   9/27/2005  N       0.25
202424255    717,500.00    717,400.00  Purchase  FAD(Full or Alt or AUS)  SunTrust     1,025,000.00   9/28/2005  N       0.25
202435228    452,000.00    452,000.00  R/T Refi  FAD(Full or Alt or AUS)  SunTrust       575,000.00   10/3/2005  N       0.25
202474961    435,000.00    434,574.46  C/O Refi  FAD(Full or Alt or AUS)  SunTrust       975,000.00   9/28/2005  N       0.25
 51936425    485,000.00    485,000.00  Purchase  Asset Only               Wells Fargo    840,000.00   11/4/2005  N       0.25
 54847512    146,000.00    145,994.95  R/T Refi  Asset Only               Wells Fargo    604,000.00    7/6/2005  N       0.25
 60092731  1,100,000.00  1,100,000.00  R/T Refi  Asset Only               Wells Fargo  2,100,000.00  10/14/2005  N       0.25
 60126679    368,000.00    368,000.00  Purchase  Asset Only               Wells Fargo    462,000.00  10/25/2005  N       0.25
146643788    640,000.00    640,000.00  Purchase  Asset Only               Wells Fargo    800,000.00   8/26/2005  N       0.25






LOANID     OCC        PROPTYPE      OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI     PTDATE
---------  ---------  ------------  -----  -------  -----  -----  ---------  --------  ---------  --------  ---------

146656681  Primary    SFR             360      357     80  6.125  11/1/2005  1/1/2006  10/1/2035  2,286.67  12/1/2005
146661202  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  3,211.11  12/1/2005
146667118  Primary    SFR             360      356  78.43   5.75  10/1/2005  1/1/2006   9/1/2035  1,150.00  12/1/2005
147630875  Primary    SFR             360      358     70  6.125  12/1/2005  2/1/2006  11/1/2035  3,036.98   1/1/2006
147640247  Primary    SFR             360      358  37.85   5.75  12/1/2005  3/1/2006  11/1/2035  2,270.18   2/1/2006
147653968  Primary    SFR             360      358  58.17      6  12/1/2005  2/1/2006  11/1/2035  2,222.01   1/1/2006
147673271  Primary    SFR             360      358     65   5.75  12/1/2005  1/1/2006  11/1/2035  4,671.88  12/1/2005
147674006  Primary    2-Family        360      358  46.78  5.875  12/1/2005  1/1/2006  11/1/2035  2,920.36  12/1/2005
147685283  Primary    SFR             360      358  49.73  5.875  12/1/2005  1/1/2006  11/1/2035  2,252.08  12/1/2005
147722235  Primary    SFR             360      358  28.57   5.75  12/1/2005  1/1/2006  11/1/2035  4,791.19  12/1/2005
147742365  Primary    SFR             360      358  61.54  5.625  12/1/2005  1/1/2006  11/1/2035  2,810.21  12/1/2005
147753263  Primary    SFR             360      358     80   5.75  12/1/2005  1/1/2006  11/1/2035  1,015.83  12/1/2005
147758767  Primary    Condo - Low     360      358  76.91  5.875  12/1/2005  2/1/2006  11/1/2035  3,293.89   1/1/2006
147769525  Primary    Condo - Low     360      358     75      6  12/1/2005  1/1/2006  11/1/2035  1,743.47  12/1/2005
147779227  Primary    SFR             360      358     80  5.875  12/1/2005  2/1/2006  11/1/2035  1,625.42   1/1/2006
147785828  Primary    SFR             360      357  69.66      6  11/1/2005  1/1/2006  10/1/2035  2,525.00  12/1/2005
147792345  Primary    SFR             360      358  64.18   5.75  12/1/2005  1/1/2006  11/1/2035  2,613.85  12/1/2005
147794846  Primary    SFR             360      358  59.25  5.875  12/1/2005  1/1/2006  11/1/2035  2,335.31  12/1/2005
147802664  Primary    SFR             360      358  62.76  5.875  12/1/2005  1/1/2006  11/1/2035  2,227.60  12/1/2005
147803308  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035  1,440.00  12/1/2005
147803589  Primary    SFR             360      358  61.93   5.75  12/1/2005  1/1/2006  11/1/2035  2,920.15  12/1/2005
147809925  Primary    SFR             360      358     65   5.75  12/1/2005  2/1/2006  11/1/2035  4,671.88   1/1/2006
147810329  Primary    SFR             360      358     70      6  12/1/2005  2/1/2006  11/1/2035  2,968.00   1/1/2006
147818876  Primary    SFR             360      358  79.97   5.75  12/1/2005  1/1/2006  11/1/2035  2,228.13  12/1/2005
147821078  Primary    SFR             360      358  58.48  5.875  12/1/2005  1/1/2006  11/1/2035  4,895.83  12/1/2005
147824908  Primary    SFR             360      358  36.91   5.75  12/1/2005  1/1/2006  11/1/2035  3,518.76  12/1/2005
147828537  Primary    SFR             360      358  79.65   5.75  12/1/2005  1/1/2006  11/1/2035  2,587.50  12/1/2005
147829162  Primary    SFR             360      358  63.88   5.75  12/1/2005  1/1/2006  11/1/2035    838.54  12/1/2005
147830798  Primary    SFR             360      358     70  5.875  12/1/2005  1/1/2006  11/1/2035  3,255.73  12/1/2005
147840151  Primary    SFR             360      358  79.79  5.875  12/1/2005  1/1/2006  11/1/2035    734.37  12/1/2005
147842447  Primary    SFR             360      358  39.67  6.125  12/1/2005  2/1/2006  11/1/2035     607.4   1/1/2006
147850325  Primary    SFR             360      358  57.79      6  12/1/2005  1/1/2006  11/1/2035  2,485.00  12/1/2005
147857338  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035  2,160.00  12/1/2005
147857817  Primary    SFR             360      358  63.03  5.875  12/1/2005  2/1/2006  11/1/2035  2,235.44   1/1/2006
147864904  Primary    SFR             360      358     95      6  12/1/2005  3/1/2006  11/1/2035     940.5   2/1/2006
147874135  Primary    SFR             360      358     80   5.75  12/1/2005  1/1/2006  11/1/2035  4,669.00  12/1/2005
147901326  Primary    SFR             360      358   68.3      6  12/1/2005  1/1/2006  11/1/2035  1,912.50  12/1/2005
147902266  Primary    SFR             360      358     65    5.5  12/1/2005  1/1/2006  11/1/2035  1,117.19  12/1/2005
147905533  Primary    SFR             360      358  72.46  5.875  12/1/2005  1/1/2006  11/1/2035  2,447.92  12/1/2005
147906507  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035  2,560.00  12/1/2005
147909014  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,350.00  12/1/2005
147911515  Primary    SFR             360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  2,740.83   1/1/2006
147913677  Primary    SFR             360      358  52.41      6  12/1/2005  1/1/2006  11/1/2035  2,280.00  12/1/2005
147919773  Primary    SFR             360      358  79.99  5.875  12/1/2005  1/1/2006  11/1/2035  1,429.09  12/1/2005
147923882  Primary    Condo - Low     360      358     80      6  12/1/2005  2/1/2006  11/1/2035  2,340.00   1/1/2006
147926992  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  3,133.33  12/1/2005
147931521  Primary    SFR             360      358  77.63  6.125  12/1/2005  1/1/2006  11/1/2035  3,011.46  12/1/2005
147958052  Primary    SFR             360      358  79.86   5.75  12/1/2005  1/1/2006  11/1/2035  2,012.02  12/1/2005
147962948  Primary    SFR             360      358     56  5.875  12/1/2005  2/1/2006  11/1/2035  2,398.96   1/1/2006
147968754  Primary    SFR             360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  2,564.50   1/1/2006
147972053  Primary    2-Family        360      358     80  5.625  12/1/2005  2/1/2006  11/1/2035  1,425.00   1/1/2006
147981039  Primary    SFR             360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  2,568.33   1/1/2006
147988802  Primary    SFR             360      358  79.55      6  12/1/2005  1/1/2006  11/1/2035  2,625.00  12/1/2005
147993117  Primary    SFR             360      358  76.97  5.875  12/1/2005  1/1/2006  11/1/2035  2,937.50  12/1/2005
147993265  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  1,684.17  12/1/2005
148005051  Primary    Condo - High    360      358     65      6  12/1/2005  1/1/2006  11/1/2035  2,437.50  12/1/2005
148012677  Primary    SFR             360      358     75      6  12/1/2005  2/1/2006  11/1/2035  3,467.88   1/1/2006
148013964  Primary    SFR             360      358  77.76  6.125  12/1/2005  2/1/2006  11/1/2035    839.71   1/1/2006
148019565  Primary    SFR             360      358  74.93   6.25  12/1/2005  1/1/2006  11/1/2035    651.77  12/1/2005
148025968  Primary    SFR             360      358  61.52      6  12/1/2005  1/1/2006  11/1/2035  4,485.92  12/1/2005
148027444  Primary    SFR             360      358   74.3   5.75  12/1/2005  1/1/2006  11/1/2035  2,812.53  12/1/2005
148029168  Primary    SFR             360      358   54.3   5.75  12/1/2005  2/1/2006  11/1/2035  1,300.94   1/1/2006
148030927  Primary    SFR             360      358  65.81  5.875  12/1/2005  1/1/2006  11/1/2035  3,769.79  12/1/2005
148032238  Primary    SFR             360      358   75.1  5.875  12/1/2005  1/1/2006  11/1/2035  2,213.41  12/1/2005
148033996  Primary    SFR             360      358   42.1      6  12/1/2005  2/1/2006  11/1/2035  1,225.00   1/1/2006
148045743  Primary    SFR             360      358     70  5.875  12/1/2005  1/1/2006  11/1/2035  2,398.46  12/1/2005
148048499  Primary    SFR             360      358     80  6.125  12/1/2005  2/1/2006  11/1/2035  1,184.17   1/1/2006
148066574  Primary    SFR             360      358  79.47  5.875  12/1/2005  1/1/2006  11/1/2035  2,217.81  12/1/2005
148068208  Primary    SFR             360      358  66.66      6  12/1/2005  1/1/2006  11/1/2035  4,994.50  12/1/2005
148073679  Primary    SFR             360      358  59.35      6  12/1/2005  1/1/2006  11/1/2035  2,300.00  12/1/2005
148087257  Primary    SFR             360      359   44.3  5.875   1/1/2006  1/1/2006  12/1/2035  1,750.26   1/1/2006
148094485  Primary    SFR             360      358  55.48   6.25  12/1/2005  1/1/2006  11/1/2035  2,109.37  12/1/2005
148094535  Primary    SFR             360      358     75      6  12/1/2005  1/1/2006  11/1/2035  3,937.50  12/1/2005
148095177  Primary    SFR             360      358     80      6  12/1/2005  2/1/2006  11/1/2035  2,899.75   1/1/2006
148098809  Primary    SFR             360      358     80      6  12/1/2005  1/1/2006  11/1/2035     963.6  12/1/2005
148120397  Primary    SFR             360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  1,642.20   1/1/2006
148129869  Primary    SFR             360      358  60.25   5.75  12/1/2005  1/1/2006  11/1/2035  2,323.96  12/1/2005
148131436  Secondary  Condo - Low     360      358  79.01   6.25  12/1/2005  1/1/2006  11/1/2035  3,333.33  12/1/2005






LOANID     OBAL        COBAL       PURPOSE   DOC         SERVICER     OAPPVAL       ODATE       PPEN  SVCFEE
---------  ----------  ----------  --------  ----------  -----------  ------------  ----------  ----  ------

146656681  448,000.00  448,000.00  Purchase  Asset Only  Wells Fargo    560,000.00    9/9/2005  N       0.25
146661202  656,000.00  655,885.52  Purchase  Asset Only  Wells Fargo    825,000.00    9/8/2005  N       0.25
146667118  240,000.00  240,000.00  C/O Refi  Asset Only  Wells Fargo    306,000.00   8/16/2005  N       0.25
147630875  595,000.00  595,000.00  C/O Refi  Asset Only  Wells Fargo    850,000.00  10/19/2005  N       0.25
147640247  475,000.00  471,310.50  C/O Refi  AUS         Wells Fargo  1,255,000.00   10/4/2005  N       0.25
147653968  445,000.00  443,801.85  C/O Refi  AUS         Wells Fargo    765,000.00   10/8/2005  N       0.25
147673271  975,000.00  975,000.00  C/O Refi  Asset Only  Wells Fargo  1,500,000.00  10/21/2005  N       0.25
147674006  596,500.00  596,500.00  R/T Refi  Asset Only  Wells Fargo  1,275,000.00   9/27/2005  N       0.25
147685283  460,000.00  460,000.00  C/O Refi  AUS         Wells Fargo    925,000.00   10/4/2005  N       0.25
147722235  999,900.00  999,900.00  R/T Refi  Asset Only  Wells Fargo  3,500,000.00  10/24/2005  N       0.25
147742365  600,000.00  599,512.50  C/O Refi  Asset Only  Wells Fargo    975,000.00  10/21/2005  N       0.25
147753263  212,000.00  212,000.00  C/O Refi  AUS         Wells Fargo    265,000.00  10/31/2005  N       0.25
147758767  673,000.00  672,588.79  R/T Refi  Asset Only  Wells Fargo    875,000.00  10/14/2005  N       0.25
147769525  348,750.00  348,693.75  C/O Refi  AUS         Wells Fargo    465,000.00  10/19/2005  N       0.25
147779227  332,000.00  332,000.00  Purchase  Asset Only  Wells Fargo    415,000.00  10/31/2005  N       0.25
147785828  505,000.00  505,000.00  R/T Refi  Asset Only  Wells Fargo    725,000.00   9/30/2005  N       0.25
147792345  545,500.00  545,499.85  C/O Refi  Asset Only  Wells Fargo    850,000.00  10/13/2005  N       0.25
147794846  477,000.00  477,000.00  R/T Refi  AUS         Wells Fargo    805,000.00  10/19/2005  N       0.25
147802664  455,000.00  455,000.00  C/O Refi  Asset Only  Wells Fargo    725,000.00  10/14/2005  N       0.25
147803308  288,000.00  288,000.00  Purchase  Asset Only  Wells Fargo    360,000.00  10/20/2005  N       0.25
147803589  610,000.00  609,422.92  C/O Refi  Asset Only  Wells Fargo    985,000.00   10/7/2005  N       0.25
147809925  975,000.00  975,000.00  C/O Refi  Asset Only  Wells Fargo  1,500,000.00  10/26/2005  N       0.25
147810329  593,600.00  593,600.00  Purchase  Asset Only  Wells Fargo    848,000.00  10/17/2005  N       0.25
147818876  465,000.00  465,000.00  Purchase  AUS         Wells Fargo    600,000.00  10/28/2005  N       0.25
147821078  999,999.00  999,999.00  R/T Refi  Asset Only  Wells Fargo  1,710,000.00  10/11/2005  N       0.25
147824908  734,500.00  734,200.00  C/O Refi  Asset Only  Wells Fargo  1,990,000.00  10/11/2005  N       0.25
147828537  540,000.00  540,000.00  Purchase  AUS         Wells Fargo    678,000.00  10/13/2005  N       0.25
147829162  175,000.00  175,000.00  Purchase  Asset Only  Wells Fargo    275,000.00   10/7/2005  N       0.25
147830798  665,000.00  665,000.00  R/T Refi  Asset Only  Wells Fargo    950,000.00  10/21/2005  N       0.25
147840151  150,000.00  150,000.00  C/O Refi  Asset Only  Wells Fargo    188,000.00  10/27/2005  N       0.25
147842447  119,000.00  119,000.00  C/O Refi  AUS         Wells Fargo    300,000.00  10/21/2005  N       0.25
147850325  497,000.00  497,000.00  C/O Refi  Asset Only  Wells Fargo    860,000.00  10/19/2005  N       0.25
147857338  432,000.00  432,000.00  Purchase  AUS         Wells Fargo    540,000.00  10/27/2005  N       0.25
147857817  457,000.00  456,200.00  C/O Refi  AUS         Wells Fargo    725,000.00  10/10/2005  N       0.25
147864904  188,100.00  188,100.00  Purchase  Asset Only  Wells Fargo    204,000.00  10/27/2005  N       0.25
147874135  974,400.00  974,400.00  Purchase  Asset Only  Wells Fargo  1,218,000.00  10/25/2005  N       0.25
147901326  382,500.00  382,500.00  C/O Refi  Income Only Wells Fargo    560,000.00  10/26/2005  N       0.25
147902266  243,750.00  243,750.00  R/T Refi  AUS         Wells Fargo    375,000.00  10/19/2005  N       0.25
147905533  500,000.00  500,000.00  C/O Refi  Asset Only  Wells Fargo    690,000.00   10/4/2005  N       0.25
147906507  512,000.00  511,987.30  Purchase  Asset Only  Wells Fargo    645,000.00  10/26/2005  N       0.25
147909014  480,000.00  480,000.00  R/T Refi  Asset Only  Wells Fargo    600,000.00  10/24/2005  N       0.25
147911515  572,000.00  571,574.83  Purchase  Asset Only  Wells Fargo    715,000.00  10/18/2005  N       0.25
147913677  456,000.00  456,000.00  R/T Refi  AUS         Wells Fargo    870,000.00  10/17/2005  N       0.25
147919773  291,900.00  291,900.00  Purchase  Asset Only  Wells Fargo    365,000.00   10/4/2005  N       0.25
147923882  468,000.00  468,000.00  R/T Refi  Asset Only  Wells Fargo    585,000.00  10/17/2005  N       0.25
147926992  640,000.00  640,000.00  Purchase  Asset Only  Wells Fargo    825,000.00   10/5/2005  N       0.25
147931521  590,000.00  590,000.00  C/O Refi  Asset Only  Wells Fargo    760,000.00  10/17/2005  N       0.25
147958052  420,000.00  419,900.00  Purchase  AUS         Wells Fargo    532,000.00   11/1/2005  N       0.25
147962948  490,000.00  490,000.00  C/O Refi  AUS         Wells Fargo    875,000.00  10/17/2005  N       0.25
147968754  535,200.00  535,200.00  R/T Refi  Asset Only  Wells Fargo    669,000.00  10/21/2005  N       0.25
147972053  304,000.00  304,000.00  Purchase  Asset Only  Wells Fargo    405,000.00  10/25/2005  N       0.25
147981039  536,000.00  536,000.00  C/O Refi  Asset Only  Wells Fargo    670,000.00  10/21/2005  N       0.25
147988802  525,000.00  525,000.00  C/O Refi  Asset Only  Wells Fargo    660,000.00  10/21/2005  N       0.25
147993117  600,000.00  600,000.00  R/T Refi  Asset Only  Wells Fargo    779,500.00  10/21/2005  N       0.25
147993265  344,000.00  344,000.00  Purchase  Asset Only  Wells Fargo    430,000.00  10/25/2005  N       0.25
148005051  487,500.00  487,500.00  Purchase  Asset Only  Wells Fargo    750,000.00  10/12/2005  N       0.25
148012677  693,750.00  693,576.56  C/O Refi  Asset Only  Wells Fargo    925,000.00  10/18/2005  N       0.25
148013964  164,515.00  164,515.00  Purchase  Asset Only  Wells Fargo    211,600.00  10/28/2005  N       0.25
148019565  125,140.00  125,140.00  C/O Refi  AUS         Wells Fargo    167,000.00  10/26/2005  N       0.25
148025968  899,400.00  897,184.40  Purchase  Asset Only  Wells Fargo  1,468,000.00  10/31/2005  N       0.25
148027444  587,000.00  586,962.71  R/T Refi  Asset Only  Wells Fargo    790,000.00  10/17/2005  N       0.25
148029168  271,500.00  271,500.00  R/T Refi  Asset Only  Wells Fargo    500,000.00  10/20/2005  N       0.25
148030927  770,000.00  770,000.00  Purchase  Asset Only  Wells Fargo  1,170,000.00   10/7/2005  N       0.25
148032238  452,500.00  452,100.00  Purchase  Asset Only  Wells Fargo    602,500.00  10/18/2005  N       0.25
148033996  245,000.00  245,000.00  C/O Refi  Asset Only  Wells Fargo    582,000.00  10/14/2005  N       0.25
148045743  490,000.00  489,898.96  C/O Refi  Asset Only  Wells Fargo    700,000.00  10/22/2005  N       0.25
148048499  232,000.00  232,000.00  Purchase  Asset Only  Wells Fargo    290,000.00  10/31/2005  N       0.25
148066574  453,000.00  453,000.00  Purchase  AUS         Wells Fargo    570,000.00  10/27/2005  N       0.25
148068208  999,900.00  998,900.00  Purchase  Asset Only  Wells Fargo  1,500,000.00   10/6/2005  N       0.25
148073679  460,000.00  460,000.00  C/O Refi  AUS         Wells Fargo    775,000.00  10/17/2005  N       0.25
148087257  357,500.00  357,500.00  R/T Refi  AUS         Wells Fargo    807,000.00  10/28/2005  N       0.25
148094485  405,000.00  404,000.00  C/O Refi  Asset Only  Wells Fargo    730,000.00  10/11/2005  N       0.25
148094535  787,500.00  787,499.99  R/T Refi  Asset Only  Wells Fargo  1,050,000.00  10/20/2005  N       0.25
148095177  580,000.00  579,909.75  Purchase  Asset Only  Wells Fargo    725,000.00  10/24/2005  N       0.25
148098809  192,720.00  192,720.00  Purchase  Asset Only  Wells Fargo    245,000.00  10/28/2005  N       0.25
148120397  343,200.00  342,246.70  Purchase  Asset Only  Wells Fargo    440,000.00  10/26/2005  N       0.25
148129869  485,000.00  485,000.00  C/O Refi  Asset Only  Wells Fargo    805,000.00  10/20/2005  N       0.25
148131436  640,000.00  638,968.07  Purchase  Asset Only  Wells Fargo    810,000.00  10/27/2005  N       0.25






LOANID     OCC        PROPTYPE      OTERM  CORTERM  OLTV   RATE   FPDATE     NDDATE    S_MATDATE  PANDI     PTDATE
---------  ---------  ------------  -----  -------  -----  -----  ---------  --------  ---------  --------  ---------

148141864  Primary    SFR             360      358  57.98      6  12/1/2005  2/1/2006  11/1/2035  2,325.00   1/1/2006
148142904  Primary    Condo - Low     360      358     80      6  12/1/2005  2/1/2006  11/1/2035  1,720.00   1/1/2006
148142946  Primary    SFR             360      357  49.22  5.875  11/1/2005  1/1/2006  10/1/2035  1,542.19  12/1/2005
148145956  Primary    2-Family        360      358  70.83      6  12/1/2005  1/1/2006  11/1/2035  2,125.00  12/1/2005
148150923  Primary    SFR             360      358  69.82      6  12/1/2005  1/1/2006  11/1/2035  3,873.88  12/1/2005
148155781  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  1,531.42  12/1/2005
148157324  Primary    SFR             360      358     75      6  12/1/2005  2/1/2006  11/1/2035  4,125.00   1/1/2006
148173248  Primary    Condo - Low     360      358     80      6  12/1/2005  1/1/2006  11/1/2035  3,000.00  12/1/2005
148175961  Primary    SFR             360      358     60  5.375  12/1/2005  1/1/2006  11/1/2035  2,015.63  12/1/2005
148176464  Primary    SFR             360      358  62.15      6  12/1/2005  1/1/2006  11/1/2035  2,750.00  12/1/2005
148177124  Primary    SFR             360      358  55.21  6.125  12/1/2005  2/1/2006  11/1/2035  2,296.88   1/1/2006
148179179  Primary    SFR             360      358  60.67  5.875  12/1/2005  2/1/2006  11/1/2035  2,227.60   1/1/2006
148189111  Primary    SFR             360      358  70.58   5.75  12/1/2005  1/1/2006  11/1/2035  2,867.81  12/1/2005
148192354  Primary    SFR             360      358  71.17    5.5  12/1/2005  1/1/2006  11/1/2035  4,583.33  12/1/2005
148193352  Primary    SFR             360      358  77.14      6  12/1/2005  1/1/2006  11/1/2035  3,375.00  12/1/2005
148193477  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,154.17  12/1/2005
148196538  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  2,267.18  12/1/2005
148200942  Secondary  SFR             360      359     80      6   1/1/2006  2/1/2006  12/1/2035  1,100.00   1/1/2006
148204514  Primary    Condo - High    360      358  49.42      6  12/1/2005  2/1/2006  11/1/2035  2,500.00   1/1/2006
148206139  Primary    SFR             360      358     75      6  12/1/2005  1/1/2006  11/1/2035  2,625.00  12/1/2005
148208069  Primary    SFR             360      358  69.23  6.125  12/1/2005  2/1/2006  11/1/2035  1,148.44   1/1/2006
148209703  Primary    SFR             360      358     80   6.25  12/1/2005  1/1/2006  11/1/2035  1,437.50  12/1/2005
148213911  Primary    SFR             360      358     80      6  12/1/2005  2/1/2006  11/1/2035  1,355.58   1/1/2006
148225394  Primary    SFR             360      358  61.06      6  12/1/2005  2/1/2006  11/1/2035  2,120.00   1/1/2006
148248743  Primary    SFR             360      358  44.57  5.875  12/1/2005  1/1/2006  11/1/2035  3,818.75  12/1/2005
148257744  Primary    SFR             360      358     80  5.875  12/1/2005  2/1/2006  11/1/2035  2,136.96   1/1/2006
148260607  Primary    SFR             360      358     75      6  12/1/2005  1/1/2006  11/1/2035  3,131.25  12/1/2005
148263056  Primary    SFR             360      358  56.35  6.125  12/1/2005  1/1/2006  11/1/2035  2,443.91  12/1/2005
148328594  Primary    SFR             360      358  65.71      6  12/1/2005  1/1/2006  11/1/2035  2,070.00  12/1/2005
148334196  Primary    SFR             360      358  49.63      6  12/1/2005  1/1/2006  11/1/2035  1,674.98  12/1/2005
148335961  Primary    Condo - Low     360      358  79.07      6  12/1/2005  1/1/2006  11/1/2035       850  12/1/2005
148357973  Primary    SFR             360      358     80   5.75  12/1/2005  1/1/2006  11/1/2035     977.5  12/1/2005
148378532  Primary    SFR             360      358  77.14  5.875  12/1/2005  2/1/2006  11/1/2035  1,586.18   1/1/2006
148388283  Primary    SFR             360      358     80  5.875  12/1/2005  1/1/2006  11/1/2035  1,594.05  12/1/2005
148397813  Primary    SFR             360      359  78.25      6   1/1/2006  2/1/2006  12/1/2035  1,475.00   1/1/2006
148398555  Primary    SFR             360      358     80  6.125  12/1/2005  1/1/2006  11/1/2035       931  12/1/2005
148437171  Primary    SFR             360      358  73.14   5.75  12/1/2005  1/1/2006  11/1/2035  1,226.67  12/1/2005
148491749  Primary    SFR             360      358  69.83   6.25  12/1/2005  1/1/2006  11/1/2035  1,873.18  12/1/2005
148544026  Secondary  SFR             360      358  77.88      6  12/1/2005  1/1/2006  11/1/2035  3,250.00  12/1/2005
148634215  Primary    SFR             360      358     80  6.125  12/1/2005  2/1/2006  11/1/2035  2,245.83   1/1/2006
148664923  Primary    SFR             360      358  79.51      6  12/1/2005  1/1/2006  11/1/2035       485  12/1/2005
148694128  Primary    SFR             360      358  67.42      6  12/1/2005  1/1/2006  11/1/2035  2,100.00  12/1/2005
148702681  Primary    SFR             360      358   62.5  5.875  12/1/2005  1/1/2006  11/1/2035  4,895.83  12/1/2005
  4137211  Primary    PUD             360      357  79.21   5.75  11/1/2005  1/1/2006  10/1/2035  3,268.67  12/1/2005
  4327547  Primary    SFR             360      357  79.29      6  11/1/2005  2/1/2006  10/1/2035  2,240.00   1/1/2006
  4332703  Primary    SFR             360      357     80   5.75  11/1/2005  1/1/2006  10/1/2035  3,545.83  12/1/2005
  4333442  Primary    SFR             360      357  51.02  5.875  11/1/2005  1/1/2006  10/1/2035  1,835.94  12/1/2005
  4335211  Primary    SFR             360      358  59.89   5.75  12/1/2005  1/1/2006  11/1/2035  2,683.33  12/1/2005
  4339191  Primary    PUD             360      357  55.77      6  11/1/2005  1/1/2006  10/1/2035  3,229.00  12/1/2005
  4340844  Primary    SFR             360      358   67.2   5.75  12/1/2005  2/1/2006  11/1/2035  2,012.50   1/1/2006
  4342809  Primary    SFR             360      358     75  6.125  12/1/2005  2/1/2006  11/1/2035  5,053.13   1/1/2006
  4344699  Primary    PUD             360      357  78.36  5.875  11/1/2005  2/1/2006  10/1/2035  2,186.87   1/1/2006
  4347207  Primary    SFR             360      357     70      6  11/1/2005  1/1/2006  10/1/2035  2,450.00  12/1/2005
  4348650  Primary    SFR             360      358     80  5.875  12/1/2005  2/1/2006  11/1/2035  1,776.21   1/1/2006
  4351439  Primary    SFR             360      357     80  5.875  11/1/2005  1/1/2006  10/1/2035  2,251.69  12/1/2005
  4351510  Primary    SFR             360      358     80   5.75  12/1/2005  2/1/2006  11/1/2035  1,722.76   1/1/2006
  4355525  Primary    SFR             360      358  55.32   5.75  12/1/2005  1/1/2006  11/1/2035  3,114.58  12/1/2005
  4358873  Primary    SFR             360      358  68.57      6  12/1/2005  1/1/2006  11/1/2035       900  12/1/2005
  4359106  Primary    SFR             360      358     70  5.875  12/1/2005  1/1/2006  11/1/2035  2,563.46  12/1/2005
  4359353  Secondary  SFR             360      358     80  5.625  12/1/2005  2/1/2006  11/1/2035       825   1/1/2006
  4360187  Primary    SFR             360      358  50.65  5.875  12/1/2005  2/1/2006  11/1/2035  1,150.52   1/1/2006
  4362563  Primary    SFR             360      358  72.71      6  12/1/2005  1/1/2006  11/1/2035  4,250.00  12/1/2005
  4363123  Primary    PUD             360      358  50.24      6  12/1/2005  1/1/2006  11/1/2035  2,600.00  12/1/2005
  4364732  Primary    PUD             360      357  74.19      6  11/1/2005  1/1/2006  10/1/2035  2,300.00  12/1/2005
  4366866  Primary    PUD             360      358  69.93  5.625  12/1/2005  1/1/2006  11/1/2035  2,376.56  12/1/2005
  4367324  Primary    PUD             360      358  39.58  6.125  12/1/2005  1/1/2006  11/1/2035    969.79  12/1/2005
  4369372  Primary    PUD             360      358  56.01  5.875  12/1/2005  2/1/2006  11/1/2035  1,916.72   1/1/2006
  4369909  Primary    SFR             360      358  63.69  5.875  12/1/2005  1/1/2006  11/1/2035  2,447.92  12/1/2005
  4372280  Primary    SFR             360      358  69.29      6  12/1/2005  1/1/2006  11/1/2035  2,685.00  12/1/2005
  4376855  Primary    SFR             360      358  67.42  5.875  12/1/2005  2/1/2006  11/1/2035  2,325.52   1/1/2006
  4381450  Primary    PUD             360      358     90   5.75  12/1/2005  2/1/2006  11/1/2035  2,704.70   1/1/2006
  4391224  Primary    SFR             360      358  73.32  6.125  12/1/2005  1/1/2006  11/1/2035  2,960.42  12/1/2005
  4394348  Primary    SFR             360      358     90  6.125  12/1/2005  1/1/2006  11/1/2035    656.91  12/1/2005






LOANID     OBAL        COBAL       PURPOSE   DOC             SERVICER     OAPPVAL       ODATE       PPEN  SVCFEE
---------  ----------  ----------  --------  --------------  -----------  ------------  ----------  ----  ------

148141864  465,000.00  465,000.00  C/O Refi  AUS             Wells Fargo    802,000.00  10/20/2005  N       0.25
148142904  344,000.00  344,000.00  Purchase  Asset Only      Wells Fargo    430,000.00  10/24/2005  N       0.25
148142946  315,000.00  315,000.00  C/O Refi  Asset Only      Wells Fargo    640,000.00   9/28/2005  N       0.25
148145956  425,000.00  425,000.00  C/O Refi  Asset Only      Wells Fargo    600,000.00  10/25/2005  N       0.25
148150923  775,000.00  774,775.00  C/O Refi  Asset Only      Wells Fargo  1,110,000.00  10/21/2005  N       0.25
148155781  312,800.00  312,800.00  Purchase  Asset Only      Wells Fargo    391,000.00  10/27/2005  N       0.25
148157324  825,000.00  825,000.00  Purchase  Asset Only      Wells Fargo  1,100,000.00  10/21/2005  N       0.25
148173248  600,000.00  600,000.00  Purchase  Full            Wells Fargo    773,000.00  10/14/2005  N       0.25
148175961  450,000.00  450,000.00  R/T Refi  AUS             Wells Fargo    750,000.00  10/17/2005  N       0.25
148176464  550,000.00  550,000.00  C/O Refi  AUS             Wells Fargo    885,000.00  10/25/2005  N       0.25
148177124  450,000.00  450,000.00  C/O Refi  Asset Only      Wells Fargo    815,000.00  10/19/2005  N       0.25
148179179  455,000.00  454,528.00  C/O Refi  Asset Only      Wells Fargo    750,000.00  10/26/2005  N       0.25
148189111  598,500.00  598,500.00  R/T Refi  Asset Only      Wells Fargo    848,000.00  10/26/2005  N       0.25
148192354  999,999.00  999,999.00  Purchase  Asset Only      Wells Fargo  1,405,000.00  10/14/2005  N       0.25
148193352  675,000.00  675,000.00  Purchase  Asset Only      Wells Fargo    875,000.00  10/14/2005  N       0.25
148193477  440,000.00  439,551.17  Purchase  AUS             Wells Fargo    550,000.00  10/17/2005  N       0.25
148196538  463,083.00  463,083.00  Purchase  AUS             Wells Fargo    580,000.00  10/25/2005  N       0.25
148200942  220,000.00  220,000.00  Purchase  AUS             Wells Fargo    277,000.00   11/1/2005  N       0.25
148204514  500,000.00  500,000.00  Purchase  AUS             Wells Fargo  1,100,000.00  10/25/2005  N       0.25
148206139  525,000.00  525,000.00  Purchase  AUS             Wells Fargo    700,000.00  10/19/2005  N       0.25
148208069  225,000.00  225,000.00  Purchase  Asset Only      Wells Fargo    325,000.00   10/6/2005  N       0.25
148209703  276,000.00  276,000.00  Purchase  Asset Only      Wells Fargo    360,000.00   11/1/2005  N       0.25
148213911  271,120.00  271,080.60  Purchase  Asset Only      Wells Fargo    339,000.00  10/27/2005  N       0.25
148225394  425,000.00  423,000.00  C/O Refi  Asset Only      Wells Fargo    696,000.00  10/21/2005  N       0.25
148248743  780,000.00  780,000.00  C/O Refi  Asset Only      Wells Fargo  1,750,000.00  10/25/2005  N       0.25
148257744  436,486.00  436,486.00  Purchase  Asset Only      Wells Fargo    564,000.00  10/28/2005  N       0.25
148260607  626,250.00  626,093.44  Purchase  Asset Only      Wells Fargo    835,000.00  10/24/2005  N       0.25
148263056  479,000.00  478,806.38  C/O Refi  AUS             Wells Fargo    850,000.00  10/20/2005  N       0.25
148328594  414,000.00  414,000.00  C/O Refi  AUS             Wells Fargo    630,000.00  10/25/2005  N       0.25
148334196  335,000.00  334,996.34  C/O Refi  AUS             Wells Fargo    675,000.00  10/21/2005  N       0.25
148335961  170,000.00  170,000.00  R/T Refi  Asset Only      Wells Fargo    215,000.00  10/18/2005  N       0.25
148357973  204,000.00  204,000.00  R/T Refi  Asset Only      Wells Fargo    255,000.00  10/21/2005  N       0.25
148378532  324,000.00  323,982.43  R/T Refi  Asset Only      Wells Fargo    420,000.00  10/21/2005  N       0.25
148388283  325,600.00  325,594.08  Purchase  Asset Only      Wells Fargo    410,000.00  10/21/2005  N       0.25
148397813  295,000.00  295,000.00  R/T Refi  Asset Only      Wells Fargo    377,000.00  10/27/2005  N       0.25
148398555  182,400.00  182,400.00  Purchase  Asset Only      Wells Fargo    232,500.00  10/31/2005  N       0.25
148437171  256,000.00  256,000.00  Purchase  AUS             Wells Fargo    350,000.00  10/25/2005  N       0.25
148491749  359,650.00  359,650.00  C/O Refi  AUS             Wells Fargo    515,000.00  10/25/2005  N       0.25
148544026  650,000.00  650,000.00  Purchase  Asset Only      Wells Fargo    835,000.00  10/24/2005  N       0.25
148634215  440,000.00  440,000.00  R/T Refi  Income Only     Wells Fargo    550,000.00  10/11/2005  N       0.25
148664923   97,000.00   97,000.00  Purchase  Asset Only      Wells Fargo    127,000.00  10/28/2005  N       0.25
148694128  420,000.00  420,000.00  R/T Refi  Asset Only      Wells Fargo    623,000.00  10/14/2005  N       0.25
148702681  999,999.00  999,999.00  C/O Refi  Asset Only      Wells Fargo  1,600,000.00  10/27/2005  N       0.25
  4137211  682,158.00  682,091.02  Purchase  Stated Inc/Voa  NatCity        862,000.00   9/30/2005  N       0.25
  4327547  448,000.00  447,888.00  Purchase  Full/Alt        NatCity        565,000.00   9/23/2005  N       0.25
  4332703  740,000.00  740,000.00  Purchase  Full/Alt        NatCity        927,000.00   9/30/2005  N       0.25
  4333442  375,000.00  375,000.00  C/O Refi  Full/Alt        NatCity        735,000.00   9/26/2005  N       0.25
  4335211  560,000.00  560,000.00  R/T Refi  Full/Alt        NatCity        935,000.00   10/5/2005  N       0.25
  4339191  645,800.00  635,800.00  C/O Refi  Full/Alt        NatCity      1,158,000.00   9/29/2005  N       0.25
  4340844  420,000.00  420,000.00  Purchase  Full/Alt        NatCity        625,000.00  10/18/2005  N       0.25
  4342809  990,000.00  990,000.00  Purchase  Full/Alt        NatCity      1,320,000.00  10/13/2005  N       0.25
  4344699  446,680.00  446,177.55  Purchase  Full/Alt        NatCity        570,000.00   9/29/2005  N       0.25
  4347207  490,000.00  490,000.00  C/O Refi  Stated Inc/Voa  NatCity        700,000.00   9/26/2005  N       0.25
  4348650  362,800.00  362,800.00  Purchase  Full/Alt        NatCity        485,000.00  10/28/2005  N       0.25
  4351439  459,920.00  458,755.72  Purchase  Stated Inc/Voa  NatCity        575,000.00   9/30/2005  N       0.25
  4351510  359,533.00  359,533.00  Purchase  Full/Alt        NatCity        475,000.00  10/26/2005  N       0.25
  4355525  650,000.00  649,400.00  R/T Refi  Stated Inc/Voa  NatCity      1,175,000.00   10/6/2005  N       0.25
  4358873  180,000.00  180,000.00  Purchase  Full/Alt        NatCity        262,500.00  10/28/2005  N       0.25
  4359106  523,600.00  523,600.00  Purchase  Full/Alt        NatCity        783,000.00  10/12/2005  N       0.25
  4359353  176,000.00  176,000.00  Purchase  Full/Alt        NatCity        222,000.00  10/10/2005  N       0.25
  4360187  235,000.00  235,000.00  C/O Refi  Stated Inc/Voa  NatCity        464,000.00   10/6/2005  N       0.25
  4362563  850,000.00  850,000.00  Purchase  Stated Inc/Voa  NatCity      1,185,000.00   9/30/2005  N       0.25
  4363123  520,000.00  520,000.00  R/T Refi  Stated Inc/Voa  NatCity      1,035,000.00  10/10/2005  N       0.25
  4364732  460,000.00  460,000.00  R/T Refi  Full/No Ratio   NatCity        620,000.00   10/5/2005  N       0.25
  4366866  507,000.00  506,175.00  C/O Refi  Full/Alt        NatCity        725,000.00  10/26/2005  N       0.25
  4367324  190,000.00  190,000.00  C/O Refi  Full/Alt        NatCity        480,000.00  10/24/2005  N       0.25
  4369372  391,500.00  391,204.19  Purchase  Full/Alt        NatCity        700,000.00  10/31/2005  N       0.25
  4369909  500,000.00  500,000.00  C/O Refi  Full/Alt        NatCity        785,000.00  10/26/2005  N       0.25
  4372280  537,000.00  537,000.00  R/T Refi  Full/Alt        NatCity        775,000.00  10/26/2005  N       0.25
  4376855  475,000.00  475,000.00  Purchase  Full/Alt        NatCity        705,000.00  10/27/2005  N       0.25
  4381450  564,460.00  564,347.80  Purchase  Full/Alt        NatCity        670,000.00  10/24/2005  N       0.25
  4391224  580,000.00  580,000.00  C/O Refi  Full/Alt        NatCity        791,000.00  10/13/2005  N       0.25
  4394348  128,700.00  128,700.00  R/T Refi  Full/Alt        NatCity        143,000.00  10/24/2005  N       0.25





                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS

                                January 31, 2006

To:   U.S. Bank National Association
      4527 Metropolitan Ct., Suite C
      Frederick, MD  21704
      Attention: Tina Radtke


Re:   The Pooling and Servicing Agreement dated January 31, 2006, among Banc of
      America Funding Corporation, as Depositor, Wells Fargo Bank, N.A., as
      Securities Administrator and  Master Servicer, and U.S. Bank National
      Association, as Trustee.

      In connection with the administration of the Mortgage Loans held by you,
as Custodian, pursuant to the above-captioned Pooling and Servicing Agreement,
we request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reason for Requesting Documents (check one)

____     1.   Mortgage Paid in Full

____     2.   Foreclosure

____     3.   Substitution

____     4.   Other Liquidation

____     5.   Nonliquidation                   Reason: ___________________

                                     By:________________________________________
                                         (authorized signer of Bank of America,
                                          National Association)


                                     Issuer:____________________________________


                                       E-1



                                     Address:___________________________________

                                     ___________________________________________


                                     Date:______________________________________

Custodian

U.S. Bank National Association
Please acknowledge the execution of the above request by your signature and date
below:


___________________________________  _______________
Signature         Date

Documents returned to Custodian:


___________________________________  _______________
Custodian         Date


                                       E-2



                                    EXHIBIT F

                FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT

                                January 31, 2006


      [_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated January 31, 2006, among Banc of America Funding Corporation, as Depositor,
Wells Fargo Bank, N.A., as Securities Administrator and Master Servicer, and
U.S. Bank National Association, as Trustee.


                                     [____________],

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________


                                       F-1



                                   EXHIBIT G-1

                        FORM OF TRANSFEROR'S CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-1

Re:   Banc of America Funding Corporation, Mortgage Pass-Through Certificates,
      Series 2006-1, Class ___, having an initial aggregate Certificate Balance
      as of January 31, 2006 of $___________

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated January 31, 2006 , among Banc of America Funding Corporation,
as Depositor, Wells Fargo Bank, N.A., as Securities Administrator and Master
Servicer, and U.S. Bank National Association, as Trustee. All capitalized terms
used herein and not otherwise defined shall have the respective meanings set
forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Securities Administrator, that:

            1.    The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

            2.    Neither the Transferor nor anyone acting on its behalf has
      (a) offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in a Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation with respect
      to any Transferred Certificate, any interest in a Transferred Certificate
      or any other similar security by means of general advertising or in any
      other manner, or (e) taken any other action with respect to any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security, which (in the case of any of the acts described in
      clauses (a) through (e) hereof) would constitute a distribution of the
      Transferred Certificates under the Securities Act of 1933, as amended (the
      "1933 Act"), would render the disposition of the Transferred Certificates
      a violation of Section 5 of the 1933 Act or


                                      G-1-1



      any state securities laws, or would require registration or qualification
      of the Transferred Certificates pursuant to the 1933 Act or any state
      securities laws.

                                     Very truly yours,.

                                     ___________________________________________
                                     (Transferor)

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________


                                      G-1-2



                                  EXHIBIT G-2A

                       FORM 1 OF TRANSFEREE'S CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-1

      Re:   Banc of America Funding Corporation, Mortgage Pass-Through
            Certificates, Series 2006-1, Class ___, having an initial aggregate
            Certificate Balance as of January 31, 2006 of $_________]

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated January 31, 2006 , among Banc of America
Funding Corporation, as Depositor, Wells Fargo Bank, N.A., as Securities
Administrator and Master Servicer, and U.S. Bank National Association, as
Trustee. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Securities
Administrator, that:

            1.    The Transferee is a "qualified institutional buyer" (a
      "Qualified Institutional Buyer") as that term is defined in Rule 144A
      ("Rule 144A") under the Securities Act of 1933, as amended (the "1933
      Act"), and has completed one of the forms of certification to that effect
      attached hereto as Annex 1 and Annex 2. The Transferee is aware that the
      sale to it is being made in reliance on Rule 144A. The Transferee is
      acquiring the Transferred Certificates for its own account or for the
      account of another Qualified Institutional Buyer, and understands that
      such Transferred Certificates may be resold, pledged or transferred only
      (a) to a person reasonably believed to be a Qualified Institutional Buyer
      that purchases for its own account or for the account of another Qualified
      Institutional Buyer to whom notice is given that the resale, pledge or
      transfer is being made in reliance on Rule 144A, or (b) pursuant to
      another exemption from registration under the 1933 Act.

            2.    The Transferee has been furnished with all information
      regarding (a) the Depositor, (b) the Transferred Certificates and
      distributions thereon, (c) the nature, performance and servicing of the
      Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust
      created pursuant thereto, (e) any credit enhancement mechanism


                                     G-2A-1



      associated with the Transferred Certificate, and (f) all related matters,
      that it has requested.

            3.    If the Transferee proposes that the Transferred
      Certificates be registered in the name of a nominee, such nominee has
      completed the Nominee Acknowledgment below.

                                     Very truly yours,.

                                     ___________________________________________
                                     (Transferor)

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________


                                     G-2A-2



                             Nominee Acknowledgment

      The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.


                                     ___________________________________________
                                     (Nominee)

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________


                                     G-2A-3



                                                         ANNEX 1 TO EXHIBIT G-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

      The undersigned hereby certifies as follows to [__________________] (the
"Transferor") Wells Fargo Bank, N.A., as Securities Administrator with respect
to the mortgage pass-through certificates (the "Transferred Certificates")
described in the Transferee certificate to which this certification relates and
to which this certification is an Annex:

      1.    As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

      2.    The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any state, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the state or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale in the case of a foreign bank or
            equivalent institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a state or federal authority having supervision over
            any such institutions, or is a foreign savings and loan

______________________

1  Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.


                                     G-2A-4



            association or equivalent institute and (b) has an audited net worth
            of at least $25,000,000 as demonstrated in its latest annual
            financial statements, a copy of which is attached hereto, as of a
            date not more than 16 months preceding the date of sale of the
            Transferred Certificates in the case of a U.S. savings and loan
            association, and not more than 18 months preceding such date of sale
            in the case of a foreign savings and loan association or equivalent
            institution.

      ___   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

      ___   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a state, U.S.
            territory or the District of Columbia.

      ___   State or Local Plan. The Transferee is a plan established and
            maintained by a state, its political subdivisions, or any agency or
            instrumentality of the state or its political subdivisions, for the
            benefit of its employees.

      ___   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

      ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940.

      ___   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)(1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.)

      3.    The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee, (ii) securities that are
part of an unsold allotment to or subscription by the Transferee, if the
Transferee is a dealer, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include any of the securities referred to in this paragraph.

      4.    For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market.


                                     G-2A-5



Further, in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

      5.    The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

            ____     ____            Will the Transferee be purchasing the
            Yes      No              Transferred Certificates only for the
                                     Transferee's own account?

      6.    If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

      7.    The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.


                                     ___________________________________________
                                     Print Name of Transferee

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________

                                     Date:______________________________________


                                     G-2A-6



                                                         ANNEX 2 TO EXHIBIT G-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

      The undersigned hereby certifies as follows to [_________________] (the
"Transferor") Wells Fargo Bank, N.A., as Securities Administrator, with respect
to the mortgage pass-through certificates (the "Transferred Certificates")
described in the Transferee certificate to which this certification relates and
to which this certification is an Annex:

      1.    As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

      2.    The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

      ____  The Transferee owned and/or invested on a discretionary basis
            $__________ in securities (other than the excluded securities
            referred to below) as of the end of the Transferee's most recent
            fiscal year (such amount being calculated in accordance with Rule
            144A).

      ____  The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $__________________ in securities (other than
            the excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

      3.    The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).


                                     G-2A-7



      4.    The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

      5.    The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

            ____     ____            Will the Transferee be purchasing the
            Yes      No              Transferred Certificates only for the
                                     Transferee's own account?

      6.    If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

      7.    The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                     ___________________________________________
                                     Print Name of Transferee or Adviser

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________

                                     IF AN ADVISER:


                                     ___________________________________________
                                     Print Name of Transferee

                                     By:________________________________________

                                     Date:______________________________________


                                     G-2A-8



                                  EXHIBIT G-2B

                       FORM 2 OF TRANSFEREE'S CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]
Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-1

      Re:   Banc of America Funding Corporation, Mortgage Pass-Through
            Certificates, Series 2006-1, Class ___, having an initial aggregate
            Certificate Principal Balance as of January 31, 2006 of $_________

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to [_____________________________]
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated January 31, 2006 , among Banc of
America Funding Corporation, as Depositor, Wells Fargo Bank, N.A., as Securities
Administrator and Master Servicer, and U.S. Bank National Association, as
Trustee. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Securities
Administrator, that:

      1.    Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.

      2.    Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the 1933 Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Securities Administrator is obligated so to register or qualify the
Transferred Certificates and (c) neither the Transferred Certificates nor any
security issued in exchange therefor or in lieu thereof may be resold or
transferred unless such resale or 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 laws, in which case (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


                                     G-2B-1



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 either as Exhibit G-2A or as Exhibit G-2B,
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 Seller, their affiliates or both.

      3.    The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

      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.

      UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
      BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
      INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF
      1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW
      ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A
      "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF
      ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE
      MADE UNLESS THE TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER
      (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE
      SECURITIES ADMINISTRATOR, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON
      BEHALF OF, ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT
      SUCH PURCHASE OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF
      FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL
      ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
      TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY
      12, 1995)), THERE IS NO BENEFIT PLAN WITH RESPECT TO WHICH THE AMOUNT OF
      SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD
      BY OR ON BEHALF OF SUCH BENEFIT PLAN AND ALL OTHER BENEFIT PLANS
      MAINTAINED BY THE SAME EMPLOYER (OR


                                     G-2B-2



      AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE
      SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
      LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
      SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
      HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
      APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
      TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR
      HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT
      CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
      MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT
      SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR
      OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
      POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
      OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING
      SENTENCE UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER
      OR THE OPINION OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE
      SECURITIES ADMINISTRATOR. THE POOLING AND SERVICING AGREEMENT PROVIDES
      THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER
      RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
      PURPORTED TRANSFEREE.

      4.    Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (d) above) would constitute a distribution of the
Transferred Certificates under the 1933 Act, would render the disposition of the
Transferred Certificates a violation of Section 5 of the 1933 Act or any state
securities law or would require registration or qualification of the Transferred
Certificates pursuant thereto. The Transferee will not act, nor has it
authorized nor will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to the Transferred Certificates, any
interest in the Transferred Certificates or any other similar security.

      5.    The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust created


                                     G-2B-3



pursuant thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificates, and (f) all related matters, that it has requested.

      6.    The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.

      7.    If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.


                                     Very truly yours,


                                     ___________________________________________
                                     (Transferee)

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________

                                     Date:______________________________________


                                     G-2B-4



                             Nominee Acknowledgment

The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.


                                     ___________________________________________
                                     (Nominee)

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________


                                     G-2B-5



                                    EXHIBIT H

                    FORM OF TRANSFEREE REPRESENTATION LETTER
                        FOR ERISA RESTRICTED CERTIFICATES

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services - BAFC 2006-1

      Re:   Banc of America Funding Corporation, Mortgage Pass-Through
            Certificates, Series 2006-1, Class ___, having an initial aggregate
            Certificate Principal Balance as of January 31, 2006 of $_________

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to [______________________________]
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 6.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated January 31, 2006 , among Banc of
America Funding Corporation, as Depositor, Wells Fargo Bank, N.A., as Securities
Administrator and Master Servicer, and U.S. Bank National Association, as
Trustee. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

      The Transferee hereby certifies, represents and warrants to you, as
Securities Administrator, either that:

      (a)   it is not, and is not acting on behalf of, an employee benefit plan
or arrangement, including an individual retirement account, subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the
Internal Revenue Code of 1986, as amended (the "Code"), or any federal, state or
local law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or

      (b)   with respect to the Class B-4, Class B-5, Class B-6, Class X-B-4,
Class X-B-5 and Class X-B-6 Certificates, it is an insurance company and the
source of funds used to purchase the Transferred Certificates is an "insurance
company general account" (as defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), there
is no Plan with respect to which the amount of such general account's reserves
and liabilities for the contract(s) held by or on behalf of such Plan and all
other Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of


                                       H-1



acquisition and all Plans that have an interest in such general account are
Plans to which PTE 95-60 applies.

      Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.


                                     Very truly yours,

                                     ___________________________________________
                                     (Transferee)

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________

                                     Date:______________________________________


                                       H-2



                                    EXHIBIT I

                     FORM OF AFFIDAVIT REGARDING TRANSFER OF
                              RESIDUAL CERTIFICATE

                       Banc of America Funding Corporation
                       Mortgage Pass-Through Certificates,
                                  Series 2006-1

STATE OF              )
                      )  ss:
COUNTY OF             )

      The undersigned, being first duly sworn, deposes and says as follows:

      1.    The undersigned is an officer of _______________________________,
the proposed transferee (the "Transferee") of the Class 3-A-R Certificate (the
"Residual Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated January 31, 2006 , among Banc of America Funding Corporation, as
Depositor, Wells Fargo Bank, N.A., as Securities Administrator and Master
Servicer, and U.S. Bank National Association, as Trustee. Capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the
Agreement. The Transferee has authorized the undersigned to make this affidavit
on behalf of the Transferee.

      2.    The Transferee is, as of the date hereof, and will be, as of the
date of the transfer, a Permitted Transferee. The Transferee is acquiring the
Residual Certificate either (i) for its own account or (ii) as nominee, trustee
or agent for another Person who is a Permitted Transferee and has attached
hereto an affidavit from such Person in substantially the same form as this
affidavit. The Transferee has no knowledge that any such affidavit is false.

      3.    The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Residual Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false.

      4.    The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record Holder of an interest in such entity. The
Transferee understands that, other than in the case of an "electing large
partnership" under Section 775 of the Code, such tax will not be imposed for any
period with respect to which the record Holder furnishes to the pass-through
entity an affidavit that such record Holder is a Permitted Transferee and the
pass-through entity does not have actual


                                       I-1



knowledge that such affidavit is false. (For this purpose, a "pass-through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass-through entities as a nominee for another Person.)

      5.    The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Residual Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 6.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the transfer
to the Transferee contemplated hereby null and void.

      6.    The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Residual Certificate, and in connection with any transfer by a Person for whom
the Transferee is acting as nominee, trustee or agent, and the Transferee will
not transfer the Residual Certificate or cause the Residual Certificate to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee.

      7.    The Transferee historically has paid its debts as they have become
due, and it intends to do so in the future.

      8.    The Transferee does not have the intention to impede the assessment
or collection of any tax legally required to be paid with respect to the
Residual Certificate.

      9.    The taxpayer identification number of the Transferee's nominee is
___________.

      10.   The Transferee is a (i) U.S. Person as defined in Code Section
7701(a)(30) or (ii) (A) the Transferee holds the Residual Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Securities Administrator with an effective
Internal Revenue Service Form W-8ECI (or successor thereto) or (B) the
Transferee has delivered 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 the Residual
Certificate will not be disregarded for federal income tax purposes..

      11.   The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.


                                       I-2



      12.   The Transferee will not cause income from the Residual Certificate
to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Transferee or any other
U.S. Person.

      13.   If the Transferee is purchasing the Residual Certificate in a
transfer intended to meet the safe harbor provisions of Treasury Regulations
Sections 1.860E-1(c), the Transferee has executed and attached Attachment A
hereto.


                                       I-3



      14.   The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.

      15.   The Transferee understands that it may incur tax liabilities with
respect to the Residual Certificate in excess of cash flows generated thereby.

      16.   The Transferee intends to pay taxes associated with holding the
Residual Certificate as such taxes become due.

                                      * * *


                                       I-4



      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.


                                     ___________________________________________
                                     Print Name of Transferee

                                     By:________________________________________
                                        Name:
                                        Title:

      Personally appeared before me the above-named ___________________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the _______________________ of the Transferee, and
acknowledged that he executed the same as his free act and deed and the free act
and deed of the Transferee.

      Subscribed and sworn before me this _____ day of ___________________, ____




                                     ___________________________________________
                                                    NOTARY PUBLIC

                                     My Commission expires the ____ day of
                                     ______________, ____


                                       I-5



                                  ATTACHMENT A

                                       to

      AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE
                OF 1986, AS AMENDED, AND FOR NON-ERISA INVESTORS

Check the appropriate box:

      The consideration paid to the Transferee to acquire the Residual
      Certificate equals or exceeds the excess of (a) the present value of the
      anticipated tax liabilities over (b) the present value of the anticipated
      savings associated with holding such Residual Certificate, in each case
      calculated in accordance with U.S. Treasury Regulations Sections
      1.860E-1(c)(7) and (8), computing present values using a discount rate
      equal to the short-term Federal rate prescribed by Section 1274(d) of the
      Code and the compounding period used by the Transferee.

                                       OR

      The transfer of the Residual Certificate complies with U.S. Treasury
      Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:

      (i)   the Transferee is an "eligible corporation," as defined in U.S.
            Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
            from Residual Certificate will only be taxed in the United States;

      (ii)  at the time of the transfer, and at the close of the Transferee's
            two fiscal years preceding the year of the transfer, the Transferee
            had gross assets for financial reporting purposes (excluding any
            obligation of a person related to the Transferee within the meaning
            of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess
            of $100 million and net assets in excess of $10 million;

      (iii) the Transferee will transfer the Residual Certificate only to
            another "eligible corporation," as defined in U.S. Treasury
            Regulations Section 1.860E-1(c)(6)(i), in a transaction that
            satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
            (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;

      (iv)  the Transferee has determined the consideration paid to it to
            acquire the Residual Certificate based on reasonable market
            assumptions (including, but not limited to, borrowing and investment
            rates, prepayment and loss assumptions, expense and reinvestment
            assumptions, tax rates and other factors specific to the Transferee)
            that it has determined in good faith; and


                                       I-6



      (v)   in the event of any transfer of the Residual Certificate by the
            Transferee, the Transferee will require its transferee to complete a
            representation in the form of this Attachment A as a condition of
            such transferee's purchase of the Residual Certificate.


                                       I-7



                                    EXHIBIT J
                           LIST OF RECORDATION STATES

                                     Florida
                                    Maryland


                                       J-1



                                    EXHIBIT K

           FORM OF INITIAL CERTIFICATION OF THE [TRUSTEE] [CUSTODIAN]

                                January 31, 2006

Banc of America Funding Corporation
214 North Tryon Street
Charlotte, North Carolina 28255

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 20145
Attention: Corporate Trust Services - BAFC 2006-1

      Re:   The Pooling and Servicing Agreement, dated January 31, 2006 (the
            "Pooling and Servicing Agreement"), among the Depositor, Wells Fargo
            Bank, N.A., as securities administrator and master servicer and U.S.
            Bank National Association, as trustee.

Ladies and Gentlemen:

      In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as [Trustee] [Custodian], hereby certifies that, except as
specified in any list of exceptions attached hereto, it has received the
original Mortgage Note relating to each of the Mortgage Loans listed on the
Mortgage Loan Schedule.

      The [Trustee] [Custodian] has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement in connection with this Initial
Certification. The [Trustee] [Custodian] makes no representations as to: (i) the
validity, legality, sufficiency, enforceability, recordability or genuineness of
any of the documents contained in each Mortgage File or any of the Mortgage
Loans identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.


                                       K-1



      Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.

                                     [U.S.BANK NATIONAL ASSOCIATION,
                                     as Trustee]

                                     [_____________________,
                                     as Custodian]

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________


                                       K-2



                                    EXHIBIT L

            FORM OF FINAL CERTIFICATION OF THE [TRUSTEE] [CUSTODIAN]


                              [_________ ___,_____]


Banc of America Funding Corporation
214 North Tryon Street
Charlotte, North Carolina 28255

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 20145
Attention: Corporate Trust Services - BAFC 2006-1

      Re:   The Pooling and Servicing Agreement, dated January 31, 2006 (the
            "Pooling and Servicing Agreement"), among the Depositor, Wells Fargo
            Bank, N.A., as securities administrator and master servicer and U.S.
            Bank National Association, as trustee.

Ladies and Gentlemen:

      In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as [Trustee] [Custodian], hereby certifies that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified
in any list of exceptions attached hereto, such Mortgage File contains all of
the items required to be delivered pursuant to Section 2.01(b) of the Pooling
and Servicing Agreement.

      The [Trustee] [Custodian] has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement in connection with this Final
Certification. The [Trustee] [Custodian] makes no representations as to: (i) the
validity, legality, sufficiency, enforceability, recordability or genuineness of
any of the documents contained in each Mortgage File or any of the Mortgage
Loans identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.


                                       L-1



      Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.

                                     [U.S. BANK NATIONAL ASSOCIATION,
                                     as Trustee]

                                     [_____________________,
                                     as Custodian]

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________


                                       L-2



                                    EXHIBIT M

                      Form of Sarbanes-Oxley Certification

                       Banc of America Funding Corporation
                       Mortgage Pass-Through Certificates,
                                  Series 2006-1

      I, [________], a [_____________] of Wells Fargo Bank, N.A. (the "Master
Servicer"), certify that:

1.    I have reviewed this report on Form 10-K and all reports on Form 10-D
      required to be filed in respect of the period covered by this report on
      Form 10-K of the Banc of America Funding 2006-1 Trust (the "Exchange Act
      Periodic Reports");

2.    Based on my knowledge, the Exchange Act Periodic Reports, taken as a
      whole, do not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;

3.    Based on my knowledge, all of the distribution, servicing and other
      information required to be provided under Form 10-D for the period covered
      by this report is included in the Exchange Act Periodic Reports;

4.    I am responsible for reviewing the activities performed by the servicers
      and based on my knowledge and the compliance reviews conducted in
      preparing the servicer compliance statements required in this report under
      Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
      Periodic Reports, the servicers have fulfilled their obligations under the
      pooling and servicing agreement, dated January 31, 2006, among Banc of
      America Funding Corporation, as depositor, Wells Fargo Bank, N.A., as
      master servicer and securities administrator, and U.S. Bank National
      Association, as trustee; and

5.    All of the reports on assessment of compliance with the servicing criteria
      for asset-backed securities and their related attestation reports on
      assessment of compliance with servicing criteria for asset-backed
      securities required to be included in this report in accordance with Item
      1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d- 18 have been
      included as an exhibit to this report, except as otherwise disclosed in
      this report. Any material instances of noncompliance described in such
      reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Bank of America, National
Association, Countrywide Home Loans Servicing LP, GreenPoint Mortgage Funding,
Inc., JPMorgan Chase Bank, N.A., National City Mortgage Co. and U.S. Bank
National Association.


                                       M-1



                                 [_________], 20


                                       M-2



                                    EXHIBIT N

                     FORM OF CERTIFICATION TO BE PROVIDED BY
               THE SECURITIES ADMINISTRATOR TO THE MASTER SERVICER

                       Banc of America Funding Corporation
                Mortgage Pass-Through Certificates, Series 2006-1

            The Securities Administrator hereby certifies to the Master Servicer
and its officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:

      1.    I have reviewed the annual report on Form 10-K for the calendar year
[___] and the Monthly Form 8-K's containing the Distribution Date Statements
filed in respect of periods included in the year covered by such annual report;

      2.    Based on my knowledge, the distribution information in the
Distribution Date Statements contained in the Monthly Form 8-K's included in the
year covered by the annual report on Form 10-K for the calendar year [___],
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of
the last day of the period covered by that annual report; and

      3.    Based on my knowledge, the distribution or servicing information
required to be provided to the Securities Administrator by the Master Servicer
under the Pooling and Servicing Agreement, dated January 31, 2006 , among Banc
of America Funding Corporation, as depositor, Wells Fargo Bank, N.A., as master
servicer and securities administrator, and U.S. Bank National Association, as
trustee, for inclusion in these reports is included in these reports.


                                       WELLS FARGO BANK, N.A.
                                                as Securities Administrator


                                       By:______________________________________
                                          Name:
                                          Title:


                                       N-1



                                    EXHIBIT O

                          [Principal Balance Schedules]

DISTRIBUTION DATE       PAC GROUP I          PAC GROUP II          TAC GROUP
------------------    ---------------       -------------        --------------
Initial Balance       $159,784,000.00       $4,191,000.00        $28,000,000.00
February 25, 2006      159,414,408.91        4,184,589.16         27,878,605.88
March 25, 2006         159,000,381.03        4,176,449.39         27,727,724.59
April 25, 2006         158,542,037.64        4,166,586.35         27,547,468.87
May 25, 2006           158,039,522.90        4,155,007.56         27,338,011.65
June 25, 2006          157,493,003.83        4,141,722.42         27,099,586.30
July 25, 2006          156,902,670.25        4,126,742.16         26,832,486.51
August 25, 2006        156,268,734.66        4,110,079.91         26,537,066.18
September 25, 2006     155,591,432.19        4,091,750.60         26,213,739.00
October 25, 2006       154,871,020.44        4,071,771.02         25,862,978.02
November 25, 2006      154,107,779.36        4,050,159.77         25,485,314.89
December 25, 2006      153,302,011.10        4,026,937.26         25,081,339.00
January 25, 2007       152,454,039.80        4,002,125.67         24,651,696.53
February 25, 2007      151,564,211.42        3,975,748.96         24,197,089.18
March 25, 2007         150,632,893.52        3,947,832.81         23,718,272.85
April 25, 2007         149,660,475.02        3,918,404.60         23,216,056.10
May 25, 2007           148,647,365.94        3,887,493.42         22,691,298.52
June 25, 2007          147,593,997.12        3,855,129.99         22,144,908.86
July 25, 2007          146,500,819.97        3,821,346.65         21,577,843.03
August 25, 2007        145,368,306.09        3,786,177.33         20,991,102.02
September 25, 2007     144,196,947.02        3,749,657.47         20,385,729.61
October 25, 2007       142,987,253.85        3,711,824.04         19,762,809.95
November 25, 2007      141,739,756.85        3,672,715.47         19,123,465.05
December 25, 2007      140,455,005.13        3,632,371.57         18,468,852.15
January 25, 2008       139,133,566.21        3,590,833.54         17,800,160.90
February 25, 2008      137,776,025.62        3,548,143.90         17,118,610.57
March 25, 2008         136,383,388.07        3,504,362.02         16,425,700.92
April 25, 2008         134,958,806.76        3,459,630.83         15,724,287.01
May 25, 2008           133,525,319.25        3,414,862.49         15,029,669.62
June 25, 2008          132,099,344.10        3,370,698.96         14,352,327.52
July 25, 2008          130,680,843.09        3,327,135.19         13,691,938.24
August 25, 2008        129,269,778.21        3,284,166.16         13,048,184.87
September 25, 2008     127,866,111.65        3,241,786.89         12,420,755.97
October 25, 2008       126,469,805.76        3,199,992.46         11,809,345.44
November 25, 2008      125,080,823.14        3,158,777.96         11,213,652.45
December 25, 2008      123,699,126.54        3,118,138.51         10,633,381.35
January 25, 2009       122,324,678.92        3,078,069.29         10,068,241.61
February 25, 2009      120,957,443.45        3,038,565.50          9,517,947.66


                                       O-1



DISTRIBUTION DATE       PAC GROUP I          PAC GROUP II          TAC GROUP
------------------    ---------------       -------------        --------------
March 25, 2009         119,597,383.46        2,999,622.37          8,982,218.91
April 25, 2009         118,244,462.49        2,961,235.20          8,460,779.56
May 25, 2009           116,898,644.27        2,923,399.27          7,953,358.60
June 25, 2009          115,559,892.71        2,886,109.93          7,459,689.69
July 25, 2009          114,228,171.92        2,849,362.57          6,979,511.10
August 25, 2009        112,903,446.18        2,813,152.58          6,512,565.61
September 25, 2009     111,585,679.97        2,777,475.42          6,058,600.45
October 25, 2009       110,274,837.96        2,742,326.55          5,617,367.22
November 25, 2009      108,970,884.98        2,707,701.50          5,188,621.83
December 25, 2009      107,673,786.07        2,673,595.81          4,772,124.40
January 25, 2010       106,383,506.43        2,640,005.04          4,367,639.23
February 25, 2010      105,100,011.46        2,606,924.82          3,974,934.67
March 25, 2010         103,823,266.73        2,574,350.78          3,593,783.12
April 25, 2010         102,553,237.99        2,542,278.59          3,223,960.90
May 25, 2010           101,289,891.18        2,510,703.95          2,865,248.22
June 25, 2010          100,033,192.39        2,479,622.62          2,517,429.11
July 25, 2010           98,783,107.91        2,449,030.35          2,180,291.37
August 25, 2010         97,539,604.21        2,418,922.94          1,853,626.44
September 25, 2010      96,302,647.93        2,389,296.22          1,537,229.43
October 25, 2010        95,072,205.86        2,360,146.06          1,230,899.00
November 25, 2010       93,848,244.99        2,331,468.34            934,437.31
December 25, 2010       92,630,732.48        2,303,258.99            647,649.97
January 25, 2011        91,419,635.66        2,275,513.96            370,345.97
February 25, 2011       90,228,510.49        2,248,784.84            112,278.50
March 25, 2011          89,043,682.96        2,222,508.91                    --
April 25, 2011          87,865,120.77        2,196,682.22                    --
May 25, 2011            86,692,791.80        2,171,300.84                    --
June 25, 2011           85,526,664.09        2,146,360.86                    --
July 25, 2011           84,366,705.83        2,121,858.41                    --
August 25, 2011         83,212,885.39        2,097,789.67                    --
September 25, 2011      82,065,171.30        2,074,150.80                    --
October 25, 2011        80,923,532.26        2,050,938.03                    --
November 25, 2011       79,787,937.12        2,028,147.60                    --
December 25, 2011       78,658,354.89        2,005,775.78                    --
January 25, 2012        77,534,754.76        1,983,818.87                    --
February 25, 2012       76,421,487.28        1,962,448.68                    --
March 25, 2012          75,314,113.77        1,941,484.28                    --
April 25, 2012          74,212,603.90        1,920,922.08                    --
May 25, 2012            73,116,927.49        1,900,758.48                    --
June 25, 2012           72,027,054.54        1,880,989.92                    --
July 25, 2012           70,942,955.17        1,861,612.88                    --
August 25, 2012         69,864,599.69        1,842,623.84                    --
September 25, 2012      68,791,958.55        1,824,019.34                    --


                                       O-2



DISTRIBUTION DATE       PAC GROUP I          PAC GROUP II          TAC GROUP
------------------    ---------------       -------------        --------------
October 25, 2012        67,725,002.33        1,805,795.91                    --
November 25, 2012       66,663,701.80        1,787,950.14                    --
December 25, 2012       65,608,027.86        1,770,478.61                    --
January 25, 2013        64,557,951.57        1,753,377.95                    --
February 25, 2013       63,521,857.93        1,736,972.46                    --
March 25, 2013          62,491,238.09        1,720,926.64                    --
April 25, 2013          61,466,063.72        1,705,237.22                    --
May 25, 2013            60,446,306.65        1,689,900.95                    --
June 25, 2013           59,431,938.83        1,674,914.62                    --
July 25, 2013           58,422,932.40        1,660,275.03                    --
August 25, 2013         57,419,259.60        1,645,979.01                    --
September 25, 2013      56,420,892.83        1,632,023.41                    --
October 25, 2013        55,427,804.64        1,618,405.11                    --
November 25, 2013       54,439,967.72        1,605,120.99                    --
December 25, 2013       53,457,354.89        1,592,168.00                    --
January 25, 2014        52,479,939.12        1,579,543.07                    --
February 25, 2014       51,521,629.61        1,565,176.25                    --
March 25, 2014          50,580,259.22        1,546,420.11                    --
April 25, 2014          49,655,535.03        1,523,377.39                    --
May 25, 2014            48,747,169.10        1,496,148.92                    --
June 25, 2014           47,854,878.40        1,464,833.69                    --
July 25, 2014           46,978,384.72        1,429,528.83                    --
August 25, 2014         46,117,414.61        1,390,329.66                    --
September 25, 2014      45,271,699.24        1,347,329.77                    --
October 25, 2014        44,440,974.42        1,300,620.96                    --
November 25, 2014       43,624,980.41        1,250,293.34                    --
December 25, 2014       42,823,461.93        1,196,435.34                    --
January 25, 2015        42,036,168.06        1,139,133.72                    --
February 25, 2015       41,280,700.61        1,074,613.02                    --
March 25, 2015          40,538,385.23        1,007,005.52                    --
April 25, 2015          39,808,997.41          936,388.06                    --
May 25, 2015            39,092,316.46          862,836.05                    --
June 25, 2015           38,388,125.37          787,649.32                    --
July 25, 2015           37,696,210.81          711,619.54                    --
August 25, 2015         37,016,363.04          634,785.69                    --
September 25, 2015      36,348,112.55          557,087.80                    --
October 25, 2015        35,688,512.21          477,537.31                    --
November 25, 2015       35,037,783.75          396,299.14                    --
December 25, 2015       34,397,254.69          313,953.93                    --
January 25, 2016        33,767,990.09          230,996.97                    --
February 25, 2016       33,149,796.46          147,462.48                    --
March 25, 2016          32,542,483.57           63,383.82                    --
April 25, 2016          31,945,864.41                  --                    --


                                       O-3



DISTRIBUTION DATE       PAC GROUP I          PAC GROUP II          TAC GROUP
------------------    ---------------       -------------        --------------
May 25, 2016            31,359,755.13                  --                    --
June 25, 2016           30,783,975.02                  --                    --
July 25, 2016           30,218,346.40                  --                    --
August 25, 2016         29,662,694.62                  --                    --
September 25, 2016      29,116,847.96                  --                    --
October 25, 2016        28,580,637.65                  --                    --
November 25, 2016       28,053,897.74                  --                    --
December 25, 2016       27,536,465.13                  --                    --
January 25, 2017        27,028,179.46                  --                    --
February 25, 2017       26,528,883.09                  --                    --
March 25, 2017          26,038,421.06                  --                    --
April 25, 2017          25,556,641.05                  --                    --
May 25, 2017            25,083,393.29                  --                    --
June 25, 2017           24,618,530.59                  --                    --
July 25, 2017           24,161,908.24                  --                    --
August 25, 2017         23,713,383.97                  --                    --
September 25, 2017      23,272,817.96                  --                    --
October 25, 2017        22,840,072.73                  --                    --
November 25, 2017       22,415,013.17                  --                    --
December 25, 2017       21,997,506.43                  --                    --
January 25, 2018        21,587,421.94                  --                    --
February 25, 2018       21,184,631.34                  --                    --
March 25, 2018          20,789,008.46                  --                    --
April 25, 2018          20,400,429.26                  --                    --
May 25, 2018            20,018,771.82                  --                    --
June 25, 2018           19,643,916.29                  --                    --
July 25, 2018           19,275,744.86                  --                    --
August 25, 2018         18,914,141.72                  --                    --
September 25, 2018      18,558,993.05                  --                    --
October 25, 2018        18,210,186.93                  --                    --
November 25, 2018       17,867,613.38                  --                    --
December 25, 2018       17,531,164.28                  --                    --
January 25, 2019        17,200,733.35                  --                    --
February 25, 2019       16,876,216.12                  --                    --
March 25, 2019          16,557,509.90                  --                    --
April 25, 2019          16,244,513.75                  --                    --
May 25, 2019            15,937,128.45                  --                    --
June 25, 2019           15,635,256.48                  --                    --
July 25, 2019           15,338,801.97                  --                    --
August 25, 2019         15,047,670.70                  --                    --
September 25, 2019      14,761,770.04                  --                    --
October 25, 2019        14,481,008.95                  --                    --
November 25, 2019       14,205,297.94                  --                    --


                                       O-4



DISTRIBUTION DATE       PAC GROUP I          PAC GROUP II          TAC GROUP
------------------    ---------------       -------------        --------------
December 25, 2019       13,934,549.05                  --                    --
January 25, 2020        13,668,675.84                  --                    --
February 25, 2020       13,407,593.30                  --                    --
March 25, 2020          13,151,217.92                  --                    --
April 25, 2020          12,899,467.60                  --                    --
May 25, 2020            12,652,261.62                  --                    --
June 25, 2020           12,409,520.68                  --                    --
July 25, 2020           12,171,166.81                  --                    --
August 25, 2020         11,937,123.37                  --                    --
September 25, 2020      11,707,315.05                  --                    --
October 25, 2020        11,481,667.82                  --                    --
November 25, 2020       11,260,108.91                  --                    --
December 25, 2020       11,036,539.05                  --                    --
January 25, 2021        10,817,084.21                  --                    --
February 25, 2021       10,601,671.73                  --                    --
March 25, 2021          10,390,230.21                  --                    --
April 25, 2021          10,182,689.47                  --                    --
May 25, 2021             9,978,980.53                  --                    --
June 25, 2021            9,779,035.63                  --                    --
July 25, 2021            9,582,788.14                  --                    --
August 25, 2021          9,390,172.60                  --                    --
September 25, 2021       9,201,124.69                  --                    --
October 25, 2021         9,015,581.17                  --                    --
November 25, 2021        8,833,479.92                  --                    --
December 25, 2021        8,654,759.87                  --                    --
January 25, 2022         8,479,361.03                  --                    --
February 25, 2022        8,307,224.42                  --                    --
March 25, 2022           8,138,292.10                  --                    --
April 25, 2022           7,972,507.11                  --                    --
May 25, 2022             7,809,813.50                  --                    --
June 25, 2022            7,650,156.26                  --                    --
July 25, 2022            7,493,481.37                  --                    --
August 25, 2022          7,339,735.70                  --                    --
September 25, 2022       7,188,867.07                  --                    --
October 25, 2022         7,040,824.19                  --                    --
November 25, 2022        6,895,556.68                  --                    --
December 25, 2022        6,753,015.00                  --                    --
January 25, 2023         6,613,150.49                  --                    --
February 25, 2023        6,475,915.33                  --                    --
March 25, 2023           6,341,262.53                  --                    --
April 25, 2023           6,209,145.91                  --                    --
May 25, 2023             6,079,520.10                  --                    --
June 25, 2023            5,952,340.51                  --                    --


                                       O-5



DISTRIBUTION DATE       PAC GROUP I          PAC GROUP II          TAC GROUP
------------------    ---------------       -------------        --------------
July 25, 2023            5,827,563.33                  --                    --
August 25, 2023          5,705,145.51                  --                    --
September 25, 2023       5,585,044.74                  --                    --
October 25, 2023         5,467,219.45                  --                    --
November 25, 2023        5,351,628.80                  --                    --
December 25, 2023        5,238,232.67                  --                    --
January 25, 2024         5,126,991.60                  --                    --
February 25, 2024        5,017,866.85                  --                    --
March 25, 2024           4,910,820.35                  --                    --
April 25, 2024           4,805,814.68                  --                    --
May 25, 2024             4,702,813.09                  --                    --
June 25, 2024            4,601,779.46                  --                    --
July 25, 2024            4,502,678.29                  --                    --
August 25, 2024          4,405,474.72                  --                    --
September 25, 2024       4,310,134.49                  --                    --
October 25, 2024         4,216,623.94                  --                    --
November 25, 2024        4,124,909.98                  --                    --
December 25, 2024        4,034,960.13                  --                    --
January 25, 2025         3,946,742.44                  --                    --
February 25, 2025        3,860,225.56                  --                    --
March 25, 2025           3,775,378.66                  --                    --
April 25, 2025           3,692,171.46                  --                    --
May 25, 2025             3,610,574.19                  --                    --
June 25, 2025            3,530,557.64                  --                    --
July 25, 2025            3,452,093.08                  --                    --
August 25, 2025          3,375,152.29                  --                    --
September 25, 2025       3,299,707.55                  --                    --
October 25, 2025         3,225,731.63                  --                    --
November 25, 2025        3,153,197.76                  --                    --
December 25, 2025        3,082,079.67                  --                    --
January 25, 2026         3,012,351.51                  --                    --
February 25, 2026        2,943,987.93                  --                    --
March 25, 2026           2,876,963.98                  --                    --
April 25, 2026           2,811,255.19                  --                    --
May 25, 2026             2,746,837.49                  --                    --
June 25, 2026            2,683,687.25                  --                    --
July 25, 2026            2,621,781.24                  --                    --
August 25, 2026          2,561,096.67                  --                    --
September 25, 2026       2,501,611.11                  --                    --
October 25, 2026         2,443,302.56                  --                    --
November 25, 2026        2,386,149.39                  --                    --
December 25, 2026        2,330,130.36                  --                    --
January 25, 2027         2,275,224.59                  --                    --


                                       O-6



DISTRIBUTION DATE       PAC GROUP I          PAC GROUP II          TAC GROUP
------------------    ---------------       -------------        --------------
February 25, 2027        2,221,411.59                  --                    --
March 25, 2027           2,168,671.22                  --                    --
April 25, 2027           2,116,983.69                  --                    --
May 25, 2027             2,066,329.58                  --                    --
June 25, 2027            2,016,689.79                  --                    --
July 25, 2027            1,968,045.57                  --                    --
August 25, 2027          1,920,378.49                  --                    --
September 25, 2027       1,873,670.48                  --                    --
October 25, 2027         1,827,903.75                  --                    --
November 25, 2027        1,783,060.85                  --                    --
December 25, 2027        1,739,124.63                  --                    --
January 25, 2028         1,696,078.24                  --                    --
February 25, 2028        1,653,905.15                  --                    --
March 25, 2028           1,612,589.09                  --                    --
April 25, 2028           1,572,114.10                  --                    --
May 25, 2028             1,532,464.52                  --                    --
June 25, 2028            1,493,624.93                  --                    --
July 25, 2028            1,455,580.22                  --                    --
August 25, 2028          1,418,315.52                  --                    --
September 25, 2028       1,381,816.25                  --                    --
October 25, 2028         1,346,068.07                  --                    --
November 25, 2028        1,311,056.91                  --                    --
December 25, 2028        1,276,768.94                  --                    --
January 25, 2029         1,243,190.59                  --                    --
February 25, 2029        1,210,308.51                  --                    --
March 25, 2029           1,178,109.61                  --                    --
April 25, 2029           1,146,581.03                  --                    --
May 25, 2029             1,115,710.14                  --                    --
June 25, 2029            1,085,484.52                  --                    --
July 25, 2029            1,055,892.00                  --                    --
August 25, 2029          1,026,920.60                  --                    --
September 25, 2029         998,558.57                  --                    --
October 25, 2029           970,794.38                  --                    --
November 25, 2029          943,616.69                  --                    --
December 25, 2029          917,014.37                  --                    --
January 25, 2030           890,976.48                  --                    --
February 25, 2030          865,492.29                  --                    --
March 25, 2030             840,551.27                  --                    --
April 25, 2030             816,143.06                  --                    --
May 25, 2030               792,257.50                  --                    --
June 25, 2030              768,884.59                  --                    --
July 25, 2030              746,014.56                  --                    --
August 25, 2030            723,637.76                  --                    --


                                       O-7



DISTRIBUTION DATE       PAC GROUP I          PAC GROUP II          TAC GROUP
------------------    ---------------       -------------        --------------
September 25, 2030         701,744.74                  --                    --
October 25, 2030           680,326.23                  --                    --
November 25, 2030          659,373.12                  --                    --
December 25, 2030          638,876.44                  --                    --
January 25, 2031           618,827.43                  --                    --
February 25, 2031          599,217.45                  --                    --
March 25, 2031             580,038.03                  --                    --
April 25, 2031             561,280.86                  --                    --
May 25, 2031               542,937.76                  --                    --
June 25, 2031              525,000.72                  --                    --
July 25, 2031              507,461.87                  --                    --
August 25, 2031            490,313.48                  --                    --
September 25, 2031         473,547.96                  --                    --
October 25, 2031           457,157.86                  --                    --
November 25, 2031          441,135.86                  --                    --
December 25, 2031          425,474.78                  --                    --
January 25, 2032           410,167.58                  --                    --
February 25, 2032          395,207.32                  --                    --
March 25, 2032             380,587.22                  --                    --
April 25, 2032             366,300.61                  --                    --
May 25, 2032               352,340.93                  --                    --
June 25, 2032              338,701.75                  --                    --
July 25, 2032              325,376.77                  --                    --
August 25, 2032            312,359.78                  --                    --
September 25, 2032         299,644.71                  --                    --
October 25, 2032           287,225.58                  --                    --
November 25, 2032          275,096.54                  --                    --
December 25, 2032          263,251.83                  --                    --
January 25, 2033           251,685.80                  --                    --
February 25, 2033          240,392.90                  --                    --
March 25, 2033             229,367.71                  --                    --
April 25, 2033             218,604.87                  --                    --
May 25, 2033               208,099.15                  --                    --
June 25, 2033              197,845.40                  --                    --
July 25, 2033              187,838.56                  --                    --
August 25, 2033            178,073.69                  --                    --
September 25, 2033         168,545.91                  --                    --
October 25, 2033           159,250.45                  --                    --
November 25, 2033          150,182.62                  --                    --
December 25, 2033          141,337.83                  --                    --
January 25, 2034           132,711.56                  --                    --
February 25, 2034          124,299.38                  --                    --
March 25, 2034             116,096.94                  --                    --


                                       O-8



DISTRIBUTION DATE       PAC GROUP I          PAC GROUP II          TAC GROUP
------------------    ---------------       -------------        --------------
April 25, 2034             108,099.97                  --                    --
May 25, 2034               100,304.29                  --                    --
June 25, 2034               92,705.79                  --                    --
July 25, 2034               85,300.43                  --                    --
August 25, 2034             78,084.26                  --                    --
September 25, 2034          71,053.40                  --                    --
October 25, 2034            64,204.03                  --                    --
November 25, 2034           57,532.41                  --                    --
December 25, 2034           51,034.88                  --                    --
January 25, 2035            44,707.83                  --                    --
February 25, 2035           38,547.74                  --                    --
March 25, 2035              32,551.13                  --                    --
April 25, 2035              26,714.61                  --                    --
May 25, 2035                21,034.83                  --                    --
June 25, 2035               15,508.53                  --                    --
July 25, 2035               11,836.50                  --                    --
August 25, 2035              8,263.98                  --                    --
September 25, 2035           4,833.22                  --                    --
October 25, 2035             1,792.39                  --                    --
November 25, 2035                  --                  --                    --


                                       O-9



                                    EXHIBIT P

                       Form of Yield Maintenance Agreement


                                       P-1




BANK OF AMERICA, N.A.


TO:    Wells Fargo Bank, N.A. as Securities Administrator on behalf of Banc of
       America Funding Corporation 2006-1 Trust
       9062 Old Annapolis Road
       Columbia, MD 21045


FROM:  Bank of America, National Association
       233 South Wacker Drive, 28th Floor
       Chicago, Illinois 60606
       Attention: Suzanne Buchta


DATE:  18th January 2006

Our Reference Numbers:     4436076  4436077
Internal Tracking Numbers: 13201166  13201165

Dear Sir/Madam,

     The purpose of this letter agreement is to confirm the terms and conditions
of the transaction entered into between Banc of America Funding Corporation
2006-1 Trust and Bank of America, N.A., a national banking association organized
under the laws of the United States of America (each a "party" and together "the
parties") on the Trade Date specified below (the "Transaction"). This letter
agreement constitutes a "Confirmation" as referred to in the ISDA Master
Agreement specified in paragraph 1 below. In this Confirmation, "Party A" means
Bank of America, N.A., and "Party B" means Banc of America Funding Corporation
2006-1 Trust .

     The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions"), are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern.

     Other capitalized terms used herein (but not otherwise defined) shall have
the meaning specified in that certain Pooling and Servicing Agreement, to be
dated November 29, 2005 (the "Pooling and Servicing Agreement"), among Banc of
America Funding Corporation, Wells Fargo Bank, N.A., as Securities Administrator
and Master Servicer, and Wachovia Bank, National Association, as Trustee.

1.   This Confirmation evidences a complete binding agreement between the
parties as to the terms of the Transaction to which this Confirmation relates.
In addition, the parties agree that for the purposes of this Transaction, this
Confirmation will supplement, form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if
the parties had executed an agreement in such form (but without any Schedule
except for the elections noted below) on the Trade Date of the Transaction (such
agreement, the "Form Master Agreement"). In the event of any inconsistency
between the provisions of the Form Master Agreement and this Confirmation, this
Confirmation will prevail for the purpose of this Transaction.



     Subject to Section 16(f) hereof, each party represents to the other party
and will be deemed to represent to the other party on the date on which it
enters into this Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for that
Transaction):

     (a)    NON-RELIANCE. Each party has made its own independent decisions to
enter into this Transaction and as to whether this Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as
it has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to enter
into this Transaction; it being understood that information and explanations
related to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this Transaction. Further,
such party has not received from the other party any assurance or guarantee as
to the expected results of this Transaction.

      (b)   EVALUATION AND UNDERSTANDING. It is capable of evaluating and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the financial and
other risks of this Transaction.

      (c)   STATUS OF PARTIES. The other party is not acting as an agent,
fiduciary or advisor for it in respect of this Transaction.

2. The terms of the particular Transaction to which this Confirmation relates
are as follows:


   Notional Amount:              As per the attached Schedule A

   Trade Date:                   18 January 2006

   Effective Date:               25 January 2006

   Termination Date:             25 May 2011, subject to  adjustment in
                                 accordance with the Following
                                 Following Day Convention.

   FIXED AMOUNT:

   Fixed Rate Payer:             Party B

   Fixed Rate Payer Payment      31 January 2006, subject to adjustment in
   Date:                         accordance with the Following Business Day
                                 Convention.

   Fixed Amount:                 USD 200,000.00


   FLOATING AMOUNT:

   Floating Rate Payer:          Party A


                                       2


   Strike Rate:                  4.85000 per cent

   Ceiling Rate:                 8.60000 per cent

   Floating Rate Payer Payment   Early Payments shall be applicable - 2 Business
   Dates:                        Days prior to each Floating Rate Payer Period
                                 End Date, subject to adjustment in accordance
                                 with the Following Business Day Convention.


   Floating Rate Payer Period    The 25th of each Month, commencing on 25
   End Dates:                    February 2006 and ending on the Termination
                                 Date. No Adjustment.

   Floating Amount:              The product of (a) the Notional Amount, (b)
                                 30/360 and (c) the Settlement Spread which
                                 shall be calculated in accordance with the
                                 following formula:

                                 IF USD-LIBOR-BBA IS GREATER THAN THE STRIKE
                                 RATE FOR THE APPLICABLE CALCULATION PERIOD,
                                 THEN SETTLEMENT SPREAD = (USD-LIBOR-BBA -
                                 APPLICABLE STRIKE RATE) PROVIDED, HOWEVER, THAT
                                 IF USD-LIBOR-BBA FOR ANY CALCULATION PERIOD IS
                                 GREATER THAN THE CEILING RATE THEN THE
                                 USD-LIBOR-BBA FOR SUCH CALCULATION PERIOD SHALL
                                 BE DEEMED TO BE THE CEILING RATE.

                                 If 1 Month USD-LIBOR-BBA is less than or equal
                                 to the Strike Rate for the applicable
                                 Calculation Period, then Settlement Spread =
                                 Zero.


   Floating Rate for initial     TO BE SET
   Calculation Period:

   Floating Rate Option:         USD-LIBOR-BBA

   Designated Maturity:          1 Month

   Spread:                       None

   Floating Rate Day Count       30/360
   Fraction:

   Averaging:                    Inapplicable

   Reset Dates:                  First day of each Calculation Period

   Business Days:                New York

   Calculation Agent:            Party A


                                       3


3. FORM MASTER AGREEMENT.

      (a)   "Specified Entity" means, in relation to Party A, for the purpose
of Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv):
Not Applicable.

      (b)   "Specified Entity" means, in relation to Party B, for the purpose
of Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and Section 5(b)(iv):
Not Applicable.

      (c)   "Specified Transaction" will have the meaning specified in Section
14 of the Form Master Agreement.

      (d)   The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of
the Form Master Agreement will not apply to Party A or to Party B.

      (e)   The "Automatic Early Termination" provision of Section 6(a) of the
Form Master Agreement will not apply to Party A or to Party B.

      (f)   The Form Master Agreement will be governed by, and construed in
accordance with, the laws of the State of New York without reference to its
conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the New
York General Obligations Law).

      (g)   The phrase "Termination Currency" means United States Dollars.

      (h)   For the purpose of Section 6(e) of the Form Master Agreement,
Market Quotation and Second Method will apply.

4. RECORDING OF CONVERSATIONS.

     Each party to this Transaction acknowledges and agrees to the tape (and/or
other electronic) recording of conversations between the parties to this
Transaction whether by one or other or both of the parties or their agents, and
that any such recordings may be submitted in evidence in any Proceedings
relating to the Form Master Agreement and/or this Transaction.

5. CREDIT SUPPORT DOCUMENT.

   In relation to Party A: Not Applicable.
   In relation to Party B: Not Applicable.

6. CREDIT SUPPORT PROVIDER.

   In relation to Party A: Not Applicable.
   In relation to Party B: Not Applicable.

7. ACCOUNT DETAILS.

   Party A:
   Name:     Bank of America, N.A. - New York
   ABA #:    026009593
   Attn:     BOFAUS3N
   Name:     Bank of America, N.A.
   City:     Charlotte
   Acct#:    6550219386


                                       4


   Attn:     Rate Derivative Settlements
   Attn:     BOFAUS6SGDS

   Party B:
   Wells Fargo Bank, N.A.
   San Francisco, CA
   121-000-248
   Acct. # 3970771416
   Acct. Name: SAS Clearing
   F/F/C: Reserve Fund: 50892401


8. OFFICES.

   The Office of Party A for this Transaction is: Charlotte, North Carolina
                                                  Please send notices to
                                                  fax no. 1-866-255-1444.

   The Office of Party B for this Transaction is: Wells Fargo Bank, N.A. as
                                                  Securities Administrator on
                                                  behalf of Banc of America
                                                  Funding Corporation 2006-1
                                                  Trust
                                                  9062 Old Annapolis Road
                                                  Columbia, MD 21045
                                                  Attn: Client Manager
                                                        BAFC 2006-1

9. ADDITIONAL PROVISIONS.

      (a)   Fully-Paid Transactions. Notwithstanding the terms of Sections 5
and 6 of the Form Master Agreement, if at any time and so long as one of the
parties to the Form Master Agreement ("X") shall have satisfied in full all its
payment and delivery obligations under Section 2(a)(i) of the Form Master
Agreement and shall at the time have no future payment or delivery obligations,
whether absolute or contingent, under such Section, then unless the other party
("Y") is required pursuant to appropriate proceedings to return to X or
otherwise returns to X (upon demand of X, or otherwise) any portion of any such
payment or delivery: (i) the occurrence of an event described in Section 5(a)(i)
of the Form Master Agreement with respect to X shall not constitute an Event of
Default or a Potential Event of Default with respect to X as the Defaulting
Party; and (ii) Y shall be entitled to designate an Early Termination Date (a)
pursuant to Section 10 below and/or (b) pursuant to Section 6 of the Form Master
Agreement only as a result of the occurrence of a Termination Event set forth in
(i) either Section 5(b)(i) or 5(b)(ii) or 5(b)(v) of the Form Master Agreement
with respect to Y as the Affected Party or (ii) Section 5(b)(iii) of the Form
Master Agreement with respect to Y as the Burdened Party.

      (b)   Downgrade of Party A. If a Ratings Event (as defined below) shall
occur and be continuing with respect to Party A, then Party A shall (A) within 5
Business Days of such Ratings Event, give notice to Party B of the occurrence of
such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost)
Party A's rights and obligations hereunder to another party, subject to
satisfaction of the Rating Agency Condition (as defined below). Unless such a
transfer by Party A has occurred within 20 Business Days after the occurrence of
a Ratings Event, Party B


                                       5


shall demand that Party A post Eligible Collateral (as designated in the
approved Credit Support Annex), to secure Party B's exposure or potential
exposure to Party A, and such Eligible Collateral shall be provided in
accordance with a Credit Support Annex to be attached hereto and made a part
hereof within 10 Business Days of Party B's demand therefor. The Eligible
Collateral to be posted and the Credit Support Annex to be executed and
delivered shall be subject to the Rating Agency Condition. Valuation and posting
of Eligible Collateral shall be made as of each Payment Date, unless Party A or
Bank of America Corporation are no longer reporting financial information
publicly, then such valuation and posting must occur weekly. Notwithstanding the
addition of the Credit Support Annex and the posting of Eligible Collateral,
Party A shall continue to use reasonable efforts to transfer its rights and
obligations hereunder to an acceptable third party; provided, however, that
Party A's obligations to find a transferee and to post Eligible Collateral under
such Credit Support Annex shall remain in effect only for so long as a Ratings
Event is continuing with respect to Party A. For the purpose hereof, a "Ratings
Event" shall occur with respect to Party A if the long-term and short-term
senior unsecured deposit ratings of Party A cease to be at least A and A-1 by
Standard & Poor's Ratings Service ("S&P") and at least A1 and P-1 by Moody's
Investors Service, Inc. ("Moody's") and at least A and F1 by Fitch Ratings
("Fitch"), to the extent such obligations are rated by S&P, Moody's and Fitch.
"Rating Agency Condition" means, with respect to any action taken or to be
taken, a condition that is satisfied when S&P, Moody's and Fitch have confirmed
that such action would not result in the downgrade, qualification (if
applicable) or withdrawal of the rating then assigned by such Rating Agency to
the applicable class of Certificates. The failure by Party A to post Eligible
Collateral in accordance herewith or to transfer its rights and obligations
hereunder shall constitute an Additional Termination Event for which Party A
shall be the sole Affected Party.

10.  ADDITIONAL TERMINATION EVENT.

     It shall be an Additional Termination Event if any amendment and/or
supplement to any document that pertains to the Form Master Agreement and/or
this Transaction is made without the prior written consent of Party A (such
consent not to be unreasonably withheld), if such amendment and/or supplement
would: (i) adversely affect any of Party A's rights or obligations hereunder
and/or under the Form Master Agreement; or (ii) modify the obligations of, or
impair the ability of, Party B to fully perform any of Party B's obligations
hereunder and/or under the Form Master Agreement. In connection with such
Additional Termination Event, Party B shall be the sole Affected Party.

11.  WAIVER OF RIGHT TO TRIAL BY JURY.

     EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY
WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
TRANSACTION.

12.  ELIGIBLE CONTRACT PARTICIPANT.

     Each party represents to the other party that it is an "eligible contract
participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended.

13.  NOTICE BY FACSIMILE TRANSMISSION.

     Section 12(a) of the Form Master Agreement is hereby amended by deleting
the parenthetical "(except that a notice or other communication under Section 5
or 6 may not be given by facsimile transmission or electronic messaging
system)."


                                       6


14.  REPRESENTATIONS.

     Wells Fargo Bank, N.A., acting on behalf of Party B, as Securities
Administrator, represents that: (a) it is duly organized and validly existing as
a national banking association under the laws of the jurisdiction of its
organization/formation; (b) it has been directed pursuant to the Pooling
Agreement to enter into this Transaction (including the Form Master Agreement)
and to perform its obligations hereunder (and thereunder); (c) the Transaction
and the performance of its obligations hereunder (and under the Form Master
Agreement) will not, to its knowledge, result in a breach or violation of any
material term or provision of, or constitute a default under any agreement or
instrument to which Wells Fargo Bank, N.A. is a party or by which it is bound;
(d) each of the Pooling and Servicing Agreement and the other transaction
documents related thereto (the "Transaction Documents") to which it is a party
has been duly authorized, executed and delivered by it; (e) assuming the due
authorization, execution and delivery thereof by the other parties thereto, each
of the Pooling and Servicing Agreement and the other Transaction Documents to
which it is a party constitutes the legal, valid and binding obligations of it,
enforceable against it in accordance with the terms thereof, subject to
applicable bankruptcy, insolvency and similar laws or legal principles affecting
creditors' rights generally; (f) the Pooling and Servicing Agreement and the
other Transaction Documents to which Party B is a party are in full force and
effect on the date hereof and there have been no amendments or waivers or
modifications of any of the terms thereof since the original execution and
delivery of the Pooling and Servicing Agreement and the other Transaction
Documents to which Party B is a party, except such as may have been delivered to
Party A and to Party B; (g) to its knowledge, no event of default (or event
which would, with the passage of time or the giving of notice, or both,
constitute an event of default) has occurred under any of the Transaction
Documents to which Party B is a party; and (h) the person executing this
Confirmation is duly authorized to execute and deliver it on behalf of Party B.

15.  MULTIBRANCH PARTY.

     For purpose of Section 10(c) of the Form Master Agreement: (a) Party A is a
Multibranch Party, and may act through its Charlotte, North Carolina, Chicago,
Illinois, San Francisco, California, New York, New York, Boston, Massachusetts
or London, England Office or such other Office as may be agreed to by the
parties in connection with a Transaction; and (b) Party B is not a Multibranch
Party.

16.  OTHER PROVISIONS.

      (a)   Addresses for notices. As set forth on page 1 hereof and, with
respect to Party A, the fax no. set forth on the signature page to this letter
agreement.

      (b)   For the purpose of Section 13(c) of the Form Master Agreement: (i)
Party A appoints as its Process Agent, not applicable; and (ii) Party B appoints
as its Process Agent, not applicable.

      (c)   Section 12(a)(ii) of the Form Master Agreement is deleted in its
entirety.

      (d)   Party A may assign its rights and obligations hereunder to any
entity so long as the Rating Agency Confirmation is satisfied.


                                       7


      (e)   USA PATRIOT Act Notice. Party A hereby notifies Party B that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies Party B, which information
includes the name and address of Party B and other information that will allow
Party A to identify Party B in accordance with the Act.

      (f)   It is expressly understood and agreed by the parties hereto that
insofar as this Confirmation is executed by the Securities Administrator (i)
this Confirmation is executed and delivered by Wells Fargo Bank, N.A., not in
its individual capacity but solely as Securities Administrator under the Pooling
and Servicing Agreement in the exercise of the powers and authority conferred
upon and vested in it thereunder and pursuant to instructions set forth herein,
(ii) each of the representations, undertakings and agreements herein made on
behalf of the trust formed under the Pooling and Servicing Agreement is made and
intended not as a personal representation, undertaking or agreement of the
Securities Administator but is made and intended solely for the purpose of
binding only Banc of America Funding Corporation 2006-1 Trust, and (iii) under
no circumstances shall Wells Fargo Bank, N.A., in its individual capacity be
personally liable for the payment of any indebtedness or expenses or be
personally liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by it on behalf of Banc of America
Funding Corporation 2006-1 Trust under this Confirmation. Notwithstanding the
foregoing (or anything to the contrary herein), Wells Fargo Bank, N.A. shall be
liable for its own fraud, negligence, willful misconduct and/or bad faith

      (g)   The Events of Default specified under Sections 5(a)(ii) - 5(a)(vi)
of the Form Master Agreement will not apply to either Party A or Party B.

      (h)   With respect to Party B only, the provisions of Section 5(a)(vii)
clause 2 of the Form Master Agreement will not be applicable as an Event of
Default.

      (i)   Without affecting the provisions of the Form Master Agreement
requiring the calculation of certain net payment amounts, as a result of an
Event of Default or Additional Termination Event or otherwise, all payments
under the Form Master Agreement will be made without setoff.

      (j)   Party A agrees that it will not, prior to the date that is one year
and one day from the Trade Date, acquiesce in, petition or otherwise invoke or
cause Party B to invoke the process of any court or governmental authority for
the purpose of commencing or sustaining a case against Party B under any federal
or state bankruptcy, insolvency or similar law or for the purpose of appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official for Party B or any substantial part of the property of Party B,
or for the purpose of ordering the winding up or liquidation of the affairs of
Party B. Nothing herein (nor in the Form Master Agreement) shall prevent Party A
from participating in any such proceeding once commenced.

      (k)   Section 9(b) of the Form Master Agreement is hereby amended by
adding the following at the end of such Section: ", and unless the Rating Agency
Condition is satisfied, unless such amendment clarifies any term or provision,
corrects any inconsistency, cures any ambiguity, or corrects any typographical
error."


                                       8



      (l)   Before any amendment and/or supplement is made to any document that
pertains to the Form Master Agreement and/or any Transaction thereunder, Party B
must first obtain the prior written consent of Party A (such consent not to be
unreasonably withheld) if such amendment and/or supplement would: (a) adversely
affect any of Party A's rights or obligations under the Form Master Agreement;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations under the Form Master Agreement.

17.   COMPLIANCE WITH REGULATION AB.

      In connection with the Pooling and Servicing Agreement, Party B represents
that this Confirmation is a derivative instrument as described in Item 1115 of
Regulation AB under the Securities Act of 1933 and the Securities Exchange Act
of 1934, as amended ("Regulation AB"), and not a credit support contract
described in Item 1114 of Regulation AB.

      (a) In accordance with Regulation AB, Party A represents that: (i) the
name of the derivative counterparty is Bank of America, N.A.; (ii) the
organizational form of the derivative counterparty is a national banking
association organized under the laws of the United States; and (iii) the general
character of the business of the derivative counterparty is to be engaged in a
general consumer banking, commercial banking and trust business, offering a wide
range of commercial, corporate, international, financial market, retail and
fiduciary banking services.

      (b) Party A has been advised that Party B (and/or certain affiliates of
Party B) is required under Regulation AB to disclose certain financial
information regarding Party A depending on the applicable "significance
percentage" of this Confirmation, as calculated from time to time in accordance
with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing
Agreement). Party A has been advised by the Sponsor (as defined in the Pooling
and Servicing Agreement) that the applicable "significance percentage" of this
Confirmation is less than 10%, and accordingly, no financial information
regarding Party A need be disclosed in accordance with Item 1115 of Regulation
AB.

      (c) If required, Party A shall provide to Party B the applicable financial
information described under Item 1115(b)(1) or (b)(2), as applicable, of
Regulation AB (the "Reg AB Information") within fifteen (15) Local Business Days
of receipt of a written request for such Reg AB Information by Party B (the
"Response Period"), so long as Party B has reasonably determined, in good faith,
that such information is required under Regulation AB; provided, however, that
if Party A, in good faith, determines that it is unable to provide the Reg AB
Information within the Response Period, then, subject to the Rating Agency
Condition, Party A shall use reasonable efforts to cause a Reg AB Approved
Entity (as defined below) to replace Party A as party to this Confirmation on
terms substantially similar to this Confirmation prior to the expiration of the
Response Period.

      (d) "Reg AB Approved Entity" means any entity that (i) has the ability to
provide the Reg AB Information and (ii) meets or exceeds the Approved Rating
Thresholds (as defined below). If Party B requests (in writing) the Reg AB
Information from Party A, then Party B shall promptly (and in any event within
two (2) Local Business Days of the date of the request for the Reg AB
Information) provide Party A with a written explanation of how the significance
percentage was calculated.

      (e) "Approved Rating Thresholds" means an entity that has a long-term and
short-term senior unsecured deposit rating of at least A and A-1 by S&P, A1 and
P-1 by Moody's or A and F1 by Fitch, to the extent such obligations are rated by
S&P, Moody's and Fitch.



                                       9



Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning within three (3) Business Days via telecopier an
executed copy of this Confirmation to the attention of Global Derivative
Operations (fax no. 1-866-255-1444)). Failure to respond within such period
shall not affect the validity or enforceability of this Transaction, and shall
be deemed to be an affirmation of the terms and conditions contained herein,
absent manifest error.

Yours sincerely,

Bank of America, N.A.



By: ________________________________________
    Name:
    Title:


Confirmed as of the date above:

Banc of America Funding Corporation 2006-1 Trust

By: Wells Fargo Bank, N.A., not in its individual capacity but solely as
Securities Administrator on behalf of Banc of America Funding Corporation 2006-1
Trust



By: __________________________________________
    Name:
    Title






                                       10




                                   SCHEDULE A
                     Our Reference Numbers: 4436076 4436077

NOTIONAL
AMOUNT (USD)           START DATE              END DATE
28,000,000.00          1/25/2006               2/25/2006
27,885,510.00          2/25/2006               3/25/2006
27,742,034.00          3/25/2006               4/25/2006
27,569,676.00          4/25/2006               5/25/2006
27,368,598.00          5/25/2006               6/25/2006
27,139,023.00          6/25/2006               7/25/2006
26,881,232.00          7/25/2006               8/25/2006
26,595,566.00          8/25/2006               9/25/2006
26,282,424.00          9/25/2006               10/25/2006
25,942,263.00          10/25/2006              11/25/2006
25,575,599.00          11/25/2006              12/25/2006
25,183,002.00          12/25/2006              1/25/2007
24,765,100.00          1/25/2007               2/25/2007
24,322,576.00          2/25/2007               3/25/2007
23,856,164.00          3/25/2007               4/25/2007
23,366,652.00          4/25/2007               5/25/2007
22,854,877.00          5/25/2007               6/25/2007
22,321,724.00          6/25/2007               7/25/2007
21,768,127.00          7/25/2007               8/25/2007
21,195,061.00          8/25/2007               9/25/2007
20,603,546.00          9/25/2007               10/25/2007
19,994,641.00          10/25/2007              11/25/2007
19,369,441.00          11/25/2007              12/25/2007
18,729,079.00          12/25/2007              1/25/2008
18,074,717.00          1/25/2008               2/25/2008
17,407,549.00          2/25/2008               3/25/2008
16,729,045.00          3/25/2008               4/25/2008
16,040,615.00          4/25/2008               5/25/2008
15,357,784.00          5/25/2008               6/25/2008
14,691,218.00          6/25/2008               7/25/2008
14,041,330.00          7/25/2008               8/25/2008
13,407,808.00          8/25/2008               9/25/2008
12,790,347.00          9/25/2008               10/25/2008
12,188,647.00          10/25/2008              11/25/2008
11,602,415.00          11/25/2008              12/25/2008
11,031,358.00          12/25/2008              1/25/2009
10,475,194.00          1/25/2009               2/25/2009
9,933,641.00           2/25/2009               3/25/2009
9,406,425.00           3/25/2009               4/25/2009
8,893,276.00           4/25/2009               5/25/2009


                                       11


8,393,927.00           5/25/2009               6/25/2009
7,908,117.00           6/25/2009               7/25/2009
7,435,590.00           7/25/2009               8/25/2009
6,976,093.00           8/25/2009               9/25/2009
6,529,379.00           9/25/2009               10/25/2009
6,095,204.00           10/25/2009              11/25/2009
5,673,328.00           11/25/2009              12/25/2009
5,263,517.00           12/25/2009              1/25/2010
4,865,538.00           1/25/2010               2/25/2010
4,479,165.00           2/25/2010               3/25/2010
4,104,174.00           3/25/2010               4/25/2010
3,740,346.00           4/25/2010               5/25/2010
3,387,465.00           5/25/2010               6/25/2010
3,045,320.00           6/25/2010               7/25/2010
2,713,702.00           7/25/2010               8/25/2010
2,392,406.00           8/25/2010               9/25/2010
2,081,231.00           9/25/2010               10/25/2010
1,779,980.00           10/25/2010              11/25/2010
1,488,458.00           11/25/2010              12/25/2010
1,206,475.00           12/25/2010              1/25/2011
933,843.00             1/25/2011               2/25/2011
679,930.00             2/25/2011               3/25/2011
434,918.00             3/25/2011               4/25/2011
198,630.00             4/25/2011               5/25/2011


                                       12





                                   EXHIBIT Q

                           Relevant Servicing Criteria

      For purposes of this Exhibit Q, "NC" shall refer to National City
Mortgage, "ST" shall refer to SunTrust, "WAMU" shall refer to Washington Mutual
and "WFB" shall refer to Wells Fargo Bank, each in its capacity as a Servicer.



------------------------------------------------------------------------------------------------------------------------------------
                                SERVICING CRITERIA                                                 PARTIES RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------------------
   REFERENCE                                   CRITERIA
------------------------------------------------------------------------------------------------------------------------------------

                                   GENERAL SERVICING CONSIDERATIONS
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(i)       Policies and procedures are instituted to monitor any             Master Servicer, Securities Administrator,
                    performance or other triggers and events of default in            BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    accordance with the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(ii)      If any material servicing activities are outsourced to third      Master Servicer, Securities Administrator,
                    parties, policies and procedures are instituted to monitor the    BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    third party's performance and compliance with such servicing
                    activities.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iii)     Any requirements in the transaction agreements to maintain a      Not applicable
                    back-up servicer for the mortgage loans are maintained.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv)      A fidelity bond and errors and omissions policy is in effect      BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    on the party participating in the servicing function
                    throughout the reporting period in the amount of coverage
                    required by and otherwise in accordance with the terms of the
                    transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
                                  CASH COLLECTION AND ADMINISTRATION
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(i)       Payments on mortgage loans are deposited into the appropriate     Master Servicer, Securities Administrator,
                    custodial bank accounts and related bank clearing accounts no     BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    more than two business days following receipt, or such other
                    number of days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(ii)      Disbursements made via wire transfer on behalf of an obligor      Master Servicer, Securities Administrator,
                    or to an investor are made only by authorized personnel.          BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
------------------------------------------------------------------------------------------------------------------------------------



                                       Q-1





------------------------------------------------------------------------------------------------------------------------------------
                                SERVICING CRITERIA                                                 PARTIES RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------------------
   REFERENCE                                   CRITERIA
------------------------------------------------------------------------------------------------------------------------------------

1122(d)(2)(iii)     Advances of funds or guarantees regarding collections, cash       Master Servicer, Securities Administrator,
                    flows or distributions, and any interest or other fees charged    BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    for such advances, are made, reviewed and approved as
                    specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iv)      The related accounts for the transaction, such as cash reserve    Master Servicer, Securities Administrator,
                    accounts or accounts established as a form of                     BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    overcollateralization, are separately maintained (e.g., with
                    respect to commingling of cash) as set forth in the
                    transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(v)       Each custodial account is maintained at a federally insured       Master Servicer, Securities Administrator,
                    depository institution as set forth in the transaction            BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    agreements.  For purposes of this criterion, "federally
                    insured depository institution" with respect to a foreign
                    financial institution means a foreign financial institution
                    that meets the requirements of Rule 13k-1(b)(1) of the
                    Securities Exchange Act.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi)      Unissued checks are safeguarded so as to prevent unauthorized     Master Servicer, Securities Administrator,
                    access.                                                           BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii)     Reconciliations are prepared on a monthly basis for all           Master Servicer, Securities Administrator,
                    asset-backed securities related bank accounts, including          BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    custodial accounts and related bank clearing accounts.  These
                    reconciliations are (A) mathematically accurate; (B) prepared
                    within 30 calendar days after the bank statement cutoff date,
                    or such other number of days specified in the transaction
                    agreements; (C) reviewed and approved by someone other than
                    the person who prepared the reconciliation; and (D) contain
                    explanations for reconciling items.  These reconciling items
                    are resolved within 90 calendar days of their original
                    identification, or such other number of
                    days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------



                                       Q-2





------------------------------------------------------------------------------------------------------------------------------------
                                SERVICING CRITERIA                                                 PARTIES RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------------------
   REFERENCE                                   CRITERIA
------------------------------------------------------------------------------------------------------------------------------------

                                  INVESTOR REMITTANCES AND REPORTING
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)       Reports to investors, including those to be filed with the        Master Servicer, Securities Administrator,
                    Commission, are maintained in accordance with the transaction     BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    agreements and applicable Commission requirements.
                    Specifically, such reports (A) are prepared in accordance with
                    timeframes and other terms  set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the terms specified in the transaction agreements; (C)
                    are filed with the Commission as required by its rules and
                    regulations; and (D) agree with investors' or the trustee's
                    records as to the total unpaid principal balance and number of
                    mortgage loans serviced by the Servicer.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii)      Amounts due to investors are allocated and remitted in            Master Servicer, Securities Administrator,
                    accordance with timeframes, distribution priority and other       BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    terms set forth in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iii)     Disbursements made to an investor are posted within two           Master Servicer, Securities Administrator,
                    business days to the Servicer's investor records, or such         BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    other number of days specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iv)      Amounts remitted to investors per the investor reports agree      Master Servicer, Securities Administrator,
                    with cancelled checks, or other form of payment, or custodial     BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    bank statements.
------------------------------------------------------------------------------------------------------------------------------------
                                       POOL ASSET ADMINISTRATION
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i)       Collateral or security on mortgage loans is maintained as         Custodian, BANA, GMACM, NC, PHH, RFC, ST, WAMU
                    required by the transaction agreements or related mortgage        and WFB
                    loan documents.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii)      Mortgage loan and related documents are safeguarded as            Custodian, BANA, GMACM, NC, PHH, RFC, ST, WAMU
                    required by the transaction agreements                            and WFB
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii)     Any additions, removals or substitutions to the asset pool are    BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    made, reviewed and approved in accordance with any conditions
                    or requirements in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------



                                       Q-3





------------------------------------------------------------------------------------------------------------------------------------
                                SERVICING CRITERIA                                                 PARTIES RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------------------
   REFERENCE                                   CRITERIA
------------------------------------------------------------------------------------------------------------------------------------

1122(d)(4)(iv)      Payments on mortgage loans, including any payoffs, made in        BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    accordance with the related mortgage loan documents are posted
                    to the Servicer's obligor records maintained no more than two
                    business days after receipt, or such other number of days
                    specified in the transaction agreements, and allocated to
                    principal, interest or other items (e.g., escrow) in
                    accordance with the related mortgage loan documents.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(v)       The Servicer's records regarding the mortgage loans agree with    BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    the Servicer's records with respect to an obligor's unpaid
                    principal balance.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vi)      Changes with respect to the terms or status of an obligor's       BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    mortgage loans (e.g., loan modifications or re-agings) are
                    made, reviewed and approved by authorized personnel in
                    accordance with the transaction agreements and related pool
                    asset documents.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii)     Loss mitigation or recovery actions (e.g., forbearance plans,     BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    modifications and deeds in lieu of foreclosure, foreclosures
                    and repossessions, as applicable) are initiated, conducted and
                    concluded in accordance with the timeframes or other
                    requirements established by the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii)    Records documenting collection efforts are maintained during      BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    the period a mortgage loan is delinquent in accordance with
                    the transaction agreements.  Such records are maintained on at
                    least a monthly basis, or such other period specified in the
                    transaction agreements, and describe the entity's activities
                    in monitoring delinquent mortgage loans including, for
                    example, phone calls, letters and payment rescheduling plans
                    in cases where delinquency is deemed temporary (e.g., illness
                    or unemployment).
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ix)      Adjustments to interest rates or rates of return for mortgage     BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    loans with variable rates are computed based on the related
                    mortgage loan documents.
------------------------------------------------------------------------------------------------------------------------------------



                                       Q-4





------------------------------------------------------------------------------------------------------------------------------------
                                SERVICING CRITERIA                                                 PARTIES RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------------------
   REFERENCE                                   CRITERIA
------------------------------------------------------------------------------------------------------------------------------------

1122(d)(4)(x)       Regarding any funds held in trust for an obligor (such as         BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    escrow accounts):  (A) such funds are analyzed, in accordance
                    with the obligor's mortgage loan documents, on at least an
                    annual basis, or such other period specified in the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited, to obligors in accordance with applicable mortgage
                    loan documents and state laws; and (C) such funds are returned
                    to the obligor within 30 calendar days of full repayment of
                    the related mortgage loans, or such other number of days
                    specified in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xi)      Payments made on behalf of an obligor (such as tax or             BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    insurance payments) are made on or before the related penalty
                    or expiration dates, as indicated on the appropriate bills or
                    notices for such payments, provided that such support has been
                    received by the servicer at least 30 calendar days prior to
                    these dates, or such other number of days specified in the
                    transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xii)     Any late payment penalties in connection with any payment to      BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    be made on behalf of an obligor are paid from the servicer's
                    funds and not charged to the obligor, unless the late payment
                    was due to the obligor's error or omission.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii)    Disbursements made on behalf of an obligor are posted within      BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    two business days to the obligor's records maintained by the
                    servicer, or such other number of days specified in the
                    transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv)     Delinquencies, charge-offs and uncollectible accounts are         Master Servicer, Securities Administrator,
                    recognized and recorded in accordance with the transaction        BANA, GMACM, NC, PHH, RFC, ST, WAMU and WFB
                    agreements.
------------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xv)      Any external enhancement or other support, identified in Item     Master Servicer and Securities Administrator
                    1114(a)(1) through (3) or Item 1115 of Regulation AB, is
                    maintained as set forth in the transaction agreements.
------------------------------------------------------------------------------------------------------------------------------------



                                       Q-5



                                    EXHIBIT R

                         Additional Form 10-D Disclosure



--------------------------------------------------------------------------------------------------------------------
                     ITEM ON FORM 10-D                                          PARTY RESPONSIBLE
--------------------------------------------------------------------------------------------------------------------

Item 1: Distribution and Pool Performance Information        Servicer / Securities Administrator

Any information required by 1121 which is NOT included on
the Monthly Statement
--------------------------------------------------------------------------------------------------------------------
Item 2: Legal Proceedings per Item 1117 of Reg AB            (i) All parties to the PSA (as to themselves), (ii) the
                                                             Securities Administrator and servicer as to the issuing
                                                             entity, (iii) the Depositor as to the sponsor, any
                                                             1106(b) originator, any 1100(d)(1) party
--------------------------------------------------------------------------------------------------------------------
Item 3: Sale of Securities and Use of Proceeds               Depositor
--------------------------------------------------------------------------------------------------------------------
Item 4: Defaults Upon Senior Securities                      Securities Administrator
--------------------------------------------------------------------------------------------------------------------
Item 5: Submission of Matters to a Vote of Security          Securities Administrator
Holders
--------------------------------------------------------------------------------------------------------------------
Item 6: Significant Obligors of Pool Assets                  Depositor / Servicer
--------------------------------------------------------------------------------------------------------------------
Item 7: Significant Enhancement Provider Information         As to information required pursuant to Item 1114(b)(2),
                                                             Depositor and, as to information required pursuant to
                                                             Item 1115(b), Securities Administrator
--------------------------------------------------------------------------------------------------------------------
Item 8: Other Information                                    Any party responsible for disclosure items on Form 8-K
--------------------------------------------------------------------------------------------------------------------
Item 9: Exhibits                                             Securities Administrator
--------------------------------------------------------------------------------------------------------------------



                                       R-1



                                    EXHIBIT S

                         Additional Form 10-K Disclosure



--------------------------------------------------------------------------------------------------------------------
                     ITEM ON FORM 10-K                                          PARTY RESPONSIBLE
--------------------------------------------------------------------------------------------------------------------

Item 1B: Unresolved Staff Comments                           Depositor
--------------------------------------------------------------------------------------------------------------------
Item 9B: Other Information                                   Any party responsible for disclosure items on Form 8-K
--------------------------------------------------------------------------------------------------------------------
Item 15: Exhibits, Financial Statement Schedules             Securities Administrator / Depositor
--------------------------------------------------------------------------------------------------------------------
Additional Item:  Disclosure per Item 1117 of Reg AB         (i) All parties to the PSA (as to themselves), (ii) the
                                                             Securities Administrator and Master Servicer as to the
                                                             issuing entity, (iii) the Depositor as to the sponsor,
                                                             any 1106(b) originator, any 1100(d)(1) party
--------------------------------------------------------------------------------------------------------------------
Additional Item: Disclosure per Item 1119 of Reg AB          (i) All parties to the Pooling and Servicing Agreement
                                                             as to themselves, (ii) the Depositor as to he sponsor,
                                                             originator, significant obligor, enhancement or support
                                                             provider
--------------------------------------------------------------------------------------------------------------------
Additional Item: Disclosure per Item 1112(b) of Reg AB       Depositor / Servicer
--------------------------------------------------------------------------------------------------------------------
Additional Item: Disclosure per Items 1114(b)(2) and         As to information required pursuant to Item 1114(b)(2),
1115(b) of Reg AB                                            Depositor and, as to information required pursuant to
                                                             Item 1115(b), Securities Administrator
--------------------------------------------------------------------------------------------------------------------
Item 1B: Unresolved Staff Comments                           Depositor
--------------------------------------------------------------------------------------------------------------------



                                       S-1



                                    EXHIBIT T

                               Form 8-K Disclosure



--------------------------------------------------------------------------------------------------------------------
                     ITEM ON FORM 8-K                                           PARTY RESPONSIBLE
--------------------------------------------------------------------------------------------------------------------

Item 1.01: Entry into a Material Definitive Agreement        All parties
--------------------------------------------------------------------------------------------------------------------
Item 1.02: Termination of a Material Definitive Agreement    All parties
--------------------------------------------------------------------------------------------------------------------
Item 1.03: Bankruptcy or Receivership                        Depositor
--------------------------------------------------------------------------------------------------------------------
Item 2.04: Triggering Events that Accelerate or Increase     Depositor
a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement
--------------------------------------------------------------------------------------------------------------------
Item 3.03: Material Modification to Rights of Security       Securities Administrator
Holders
--------------------------------------------------------------------------------------------------------------------
Item 5.03: Amendments of Articles of Incorporation or        Depositor
Bylaws; Change of Fiscal Year
--------------------------------------------------------------------------------------------------------------------
Item 6.01: ABS Informational and Computational Material      Depositor
--------------------------------------------------------------------------------------------------------------------
Item 6.02: Change of Servicer or Securities Administrator    Servicer, Securities Administrator
--------------------------------------------------------------------------------------------------------------------
Item 6.03: Change in Credit Enhancement or External          As to material enhancement of support specified in Item
Support                                                      1114(a)(1) through (3), Depositor / Securities
                                                             Administrator and, as to material enhancement or
                                                             support specified in Item 1115, Securities Administrator
--------------------------------------------------------------------------------------------------------------------
Item 6.04: Failure to Make a Required Distribution           Securities Administrator
--------------------------------------------------------------------------------------------------------------------
Item 6.05: Securities Act Updating Disclosure                Depositor
--------------------------------------------------------------------------------------------------------------------
Item 7.01: Reg FD Disclosure                                 Depositor
--------------------------------------------------------------------------------------------------------------------
Item 8.01                                                    Depositor
--------------------------------------------------------------------------------------------------------------------
Item 9.01                                                    Depositor
--------------------------------------------------------------------------------------------------------------------



                                       T-1



                                    EXHIBIT U

                          Form of Back-up Certification

                       Banc of America Funding Corporation
                       Mortgage Pass-Through Certificates,
                                  Series 2006-1

      I, ________________________________, the _______________________ of [Wells
Fargo Bank, N.A.] (the ["Securities Administrator"]), certify to Wells Fargo
Bank, N.A. (the "Master Servicer") and its officers, with the knowledge and
intent that they will rely upon this certification, that:

1.    I have reviewed the [compliance statement of the Securities Administrator
      provided in accordance with Item 1123 of Regulation AB (the "Compliance
      Statement")], the report on assessment of the [Securities Administrator's]
      compliance with the servicing criteria set forth in Item 1122(d) of
      Regulation AB (the "Servicing Criteria"), provided in accordance with
      Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
      (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
      Assessment"), the registered public accounting firm's attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and Section 1122(b) of Regulation AB (the "Attestation Report"), and all
      servicing reports, officer's certificates and other information relating
      to the servicing of the Mortgage Loans by the [Securities Administrator]
      during 200[ ] that were delivered by the [Securities Administrator] to the
      Master Servicer pursuant to the Agreement (collectively, the "Servicing
      Information");

2.    Based on my knowledge, the Servicing Information, taken as a whole, does
      not contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in the light of the
      circumstances under which such statements were made, not misleading with
      respect to the period of time covered by the Servicing Information;

3.    Based on my knowledge, all of the Servicing Information required to be
      provided by the [Securities Administrator] under the Agreement has been
      provided to the Master Servicer;

4.    I am responsible for reviewing the activities performed by the [Securities
      Administrator] under the Agreement, and based on my knowledge [and the
      compliance review conducted in preparing the Compliance Statement] and
      except as disclosed in the Compliance Statement,] the Servicing Assessment
      or the Attestation Report, the [Securities Administrator] has fulfilled
      its obligations under the Agreement in all material respects; and

5.    [The Compliance Statement required to be delivered by the Securities
      Administrator pursuant to the Agreement, and the] [The] Servicing
      Assessment and Attestation Report


                                       U-1



      required to be provided by the [Securities Administrator] and by any
      Subservicer or Subcontractor pursuant to the Agreement, have been provided
      to the Master Servicer. Any material instances of noncompliance described
      in such reports have been disclosed to the Master Servicer. Any material
      instance of noncompliance with the Servicing Criteria has been disclosed
      in such reports.

      In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated party: [_____________]

[_________], 200[_]


                                       By: ________________________________
                                            Name:
                                            Title:


                                      U-2