PRELIMINARY STATEMENT Clause Samples

PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

PRELIMINARY STATEMENT or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Mortgage Loans and certain other related assets subject to this Agreement. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (other than any Servicer Prepayment Charge Payment Amounts, the Net WAC Rate Carryover Reserve Account and the Cap Contracts) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I.” The Class R-I Interest will be the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated. Designation REMIC I Remittance Rate Initial Uncertificated Balance Latest Possible Maturity Date(1) I-LTAA Variable (2) $ 705,589,628.75 May 25, 2035 I-LTA1 Variable (2) $ 2,599,110.00 September 25, 2025 I-LTA2 Variable (2) $ 2,504,520.00 January 25, 2034 I-LTA3 Variable (2) $ 432,970.00 May 25, 2035 I-LTM1 Variable (2) $ 281,410.00 May 25, 2035 I-LTM2 Variable (2) $ 255,830.00 May 25, 2035 I-LTM3 Variable (2) $ 153,500.00 May 25, 2035 I-LTM4 Variable (2) $ 266,790.00 May 25, 2035 I-LTM5 Variable (2) $ 120,600.00 May 25, 2035 I-LTM6 Variable (2) $ 109,640.00 May 25, 2035 I-LTM7 Variable (2) $ 98,680.00 May 25, 2035 I-LTM8 Variable (2) $ 87,710.00 May 25, 2035 I-LTM9 Variable (2) $ 76,740.00 May 25, 2035 I-LTZZ Variable (2) $ 7,412,288.34 May 25, ▇▇▇▇ ▇-▇▇▇ Variable (2) $ 100.00 May 25, 2035 _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee hereunder on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuing Entity of the Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Certificates. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement and all covenants and agreements made by the Depositor, the Trustee, the Securities Administrator and the Master Servicer herein with respect to the Mortgage Loans and the other related property constituting the portion of the Trust Fund relating to the Certificates are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Securities Administrator and the Master Servicer are entering into this Agreement, and the Trustee on behalf of the Issuing Entity is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. In conjunction herewith, the Depositor has acquired the Stack II Mortgage Loans from the Seller and at the Closing Date is the owner of the Stack II Mortgage Loans and the other related property being conveyed by the Depositor to the Trustee under the Stack II Agreement on behalf of the Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Stack II Certificates from the Securities Administrator as consideration for the Depositor's transfer to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the Stack II Certificates. The Depositor has duly authorized the execution and delivery of the Stack II Agreement to provide for the conveyance to the Issuing Entity of the Stack II Mortgage Loans and the other related property constituting that portion of the Trust Fund relating to the...

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder on ____________, 199__ (the "Closing Date") in multiple classes (each, a "Class"), which in the aggregate will evidence the entire beneficial ownership interest in a trust fund (the "Trust Fund") to be created hereunder. As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the Mortgage Loans (as defined herein) and certain other related assets subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as REMIC I. The Class R-I Certificates will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. With respect to each Mortgage Loan, there shall be a corresponding "regular interest" in REMIC I (each, a "REMIC I Regular Interest"). The designation for each such REMIC I Regular Interest shall be the loan number for the related Mortgage Loan set forth on the schedule of Mortgage Loans attached hereto as Exhibit B-1. The remittance rate (the "REMIC I Remittance Rate") and the initial stated principal amount (the initial "Uncertificated Principal Balance") of each such REMIC I Regular Interest shall equal the Net Mortgage Rate (as defined herein) as of the Closing Date and the Cutoff Date Balance (as defined herein), respectively, for the related Mortgage Loan. Determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each such REMIC I Regular Interest shall be the date that is the first Distribution Date (as defined herein) that follows the Stated Maturity Date (as defined herein) for the related Mortgage Loan. None of the REMIC I Regular Interests will be certificated. As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC II. The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "REMIC II Remittance Rate"), the Uncertificated Principal Ba...

PRELIMINARY STATEMENT. The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap Agreement) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G 1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated. UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I LATEST POSSIBLE DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE I-1-A Variable(1) $ 2,988,391.23 July 2036 I-2-A Variable(1) $ 3,948,712.65 July 2036 I-3-A Variable(1) $ 4,909,679.78 July 2036 I-4-A Variable(1) $ 5,863,829.49 July 2036 I-5-A Variable(1) $ 6,803,977.36 July 2036 I-6-A Variable(1) $ 7,721,057.41 July 2036 I-7-A Variable(1) $ 8,585,403.70 July 2036 I-8-A Variable(1) $ 9,378,934.35 July 2036 I-9-A Variable(1) $ 9,870,775.35 July 2036 I-10-A Variable(1) $ 10,272,442.34 July 2036 I-11-A Variable(1) $ 9,900,355.42 July 2036 I-12-A Variable(1) $ 9,542,018.99 July 2036 I-13-A Variable(1) $ 9,200,258.34 July 2036 I-14-A Variable(1) $ 8,867,317.87 July 2036 I-15-A Variable(1) $ 8,546,630.40 July 2036 I-16-A Variable(1) $ 8,239,617.57 July 2036 I-17-A Variable(1) $ 7,973,711.75 July 2036 I-18-A Variable(1) $ 7,681,233.87 July 2036 I-19-A Variable(1) $ 7,426,794.22 July 2036 I-20-A Variable(1) $ 7,503,675.55 July 2036 I-21-A Variable(1) $ 11,943,367.68 July 2036 I-22-A Variable(1) $ 11,0...

PRELIMINARY STATEMENT. On the Closing Date, the Depositor will acquire the Mortgage Loans from Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇tgage Capital Inc., as seller ("MSMC"), Well▇ ▇▇▇go Bank, National Association, as seller (in such capacity, "Well▇ ▇▇▇go"), and John ▇▇▇c▇▇▇ ▇▇▇l Estate Finance, Inc., as seller ("John ▇▇▇c▇▇▇"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificate as consideration for its transfer to the Trust of the Mortgage Loans and the other property constituting the Trust; (ii) the REMIC II Regular Interests and the Class R-II Certificates as consideration for its transfer of the REMIC I Interests to the Trust; and (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and the Class R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and the Class R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II and (C) the REMIC III Certificates representing in the aggregate the entire beneficial ownership of REMIC III. All covenants and agreements made by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the Holders of the REMIC I Regular Interests, the REMIC II Regular Interests, the Residual Certificates, and the REMIC Regular Certificates. The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Class A-1, ▇▇▇▇▇ ▇-▇, ▇▇ass X-2, Class B, Class C, Class D and Class E Certificates have been offered for sale pursuant to the prospectus (the "Prospectus") dated February 19, 1998, as supplemented by the prospectus supplement dated February 26, 1998 (together, the "Prospectus Supplement") and the Class X-1, Class F, Class G, Class H, Class J, Class K, Class L, Class R-I, Class R-II and the Class R-III Certificates have been offered for sale pursuant to the Private Placement Memorandum dated February 26, 1998 (the "Private Placement Memor...

PRELIMINARY STATEMENT. The Securities Administrator on behalf of the Trust Fund (exclusive of (i) the Swap Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation to pay Basis Risk Carryover Amounts, (iv) the Supplemental Interest Trust and the Supplemental Interest Trust Account and (v) the obligation to pay Class I Shortfalls (collectively, the “Excluded Trust Assets”) shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, “REMIC 1,” REMIC 2,” “REMIC 3” and “REMIC 4,”; REMIC 4 also being referred to herein as the “Upper Tier REMIC.”) Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC election. Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls. The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests in REMIC 3, other than the Class LT3-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.

PRELIMINARY STATEMENT. (the "Purchaser") is the holder of the entire interest in Bank of America Mortgage Securities, Inc.; Mortgage Pass-Through Certificates, Series ______, Class ____ (the "Class B Certificates"). The Class B Certificates were issued pursuant to a Pooling and Servicing Agreement dated ___________________among Bank of America Mortgage Securities, Inc., as depositor (the "Depositor"), the Servicer, and The Bank of New York, as Trustee. The Purchaser has requested the Servicer to engage the Loss Mitigation Advisor, at the Purchaser's expense, to assist the Servicer with respect to default management and reporting situations for the benefit of the Purchaser. In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Servicer hereby engages the Loss Mitigation Advisor to provide advice in connection with default management and reporting situations with respect to defaulted loans, including providing to the Servicer recommendations with respect to foreclosures, the acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure and deficiency notes, as well as with respect to the sale of REO properties. The Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that its fees will be paid by the Purchaser and not the Servicer, and that it will not look to the Servicer for financial remuneration. It is the intent of the parties to this Agreement that the services of the Loss Mitigation Advisor are provided without fee to the Servicer for the benefit of the Purchaser for the life of the Class B Certificates.