PRELIMINARY STATEMENT Clause Samples

PRELIMINARY STATEMENT. The Company intends to sell certain mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued under the Agreement in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows:

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 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 has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following ta...

PRELIMINARY STATEMENT. The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as comprising two REMICs (each, a "REMIC" or, in the alternative, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Class of Certificates (other than the Class P and Class R Certificates), other than the right of each Class of LIBOR Certificates to receive Basis Risk CarryForward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Cap Agreements, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC described herein is the Closing Date. The latest possible maturity date for each Certificate is the latest date referenced in Section 2.07. The Upper Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier Regular Interests, set out below. Each such Lower Tier Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed Classes"). The Class P Certificates represent beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates represents beneficial ownership of a regular interest in the Upper Tier REMIC and the right to receive Basis Risk CarryForward Amounts and the Class X Certificates represent beneficial ownership of a regular interest in the Upper Tier REMIC, the Excess Reserve Fund Account and the Interest Rate Cap Agreements, which portions of the Trust Fund shall be treated as a grantor trust. Lower Tier Lower Tier Interest Initial Lower Tier Corresponding Upper Class Designation Rate Principal Amount Tier REMIC Class --------------------------------------------------------------------------------------------------------------------- Class LT-A-1 (1) 1/2 initial Corresponding Upper Tier REMIC A-1 initial principal balance Class LT-A-2 (1) 1/2 initial Corresponding Upper Tier REMIC A-2 initial principal balance Class LT-A-3 (1) 1/2 initial Corresponding Upper Tier REMIC A-3 initial principal balance Class LT-A-4 (1) 1/2 i...

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.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from the Sponsor and at the Closing Date is the owner of the Mortgage Loans and related property being conveyed by the Depositor to the Trustee hereunder for the benefit of the Trust for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans, and the other property constituting the Trust Fund but excluding the related Servicing Rights. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the related property constituting the Trust Fund for the benefit of the Trust. All covenants and agreements made by (i) the Sponsor in the Mortgage Loan Purchase Agreement and in this Agreement and (ii) the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Trust. The Depositor, the Master Servicer, the Securities Administrator and the Trustee for the benefit of the Trust are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee is hereby directed by the Depositor to elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC” or the “Upper-Tier REMIC,” as applicable). In addition, the Securities Administrator shall be deemed to acquire and hold in a subtrust created hereunder certain uncertificated regular interests in the Upper-Tier REMIC, which subtrust shall be treated as a separate grantor trust for tax purposes as further described in Section 3.11 hereof. The Lower-Tier REMIC shall hold as its assets all property of the Trust Fund other than the interests in any REMIC formed hereby. The Class LT-R Certificate evidences ownership of the residual interest in the Lower-Tier REMIC (the “LT-R Interest”) and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. Each Lower-Tier REMIC Regular Interest referenced in the chart below that describes the Lower-Tier REMIC shall be uncertificated and is hereby designat...

PRELIMINARY STATEMENT. The Depositor intends to sell pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets consisting of the Mortgage Loans, the Pre-Funding Accounts and the Interest Coverage Accounts 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 Master Servicer Prepayment Charge Payment Amounts, the Pre-Funding Accounts, the Net WAC Rate Carryover Reserve Account, the Interest Coverage Accounts, the Initial Deposit Account and any Subsequent Mortgage Loan Interest) 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, solely 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.

PRELIMINARY STATEMENT. The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (other than the Reserve Fund and, for the avoidance of doubt, the Swap Agreement, the Swap Account and any rights or obligations in respect of the Swap Administration Agreement) as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I”. The Class R-1 Certificates will be the sole class of Residual Interests (as defined herein) in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal 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 Uncertificated REMIC I Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date (1) I-1-A Variable(2) $ 3,480,646.47 May 25, 2035 I-1-B Variable(2) $ 3,480,646.47 May 25, 2035 I-2-A Variable(2) $ 4,246,168.43 May 25, 2035 I-2-B Variable(2) $ 4,246,168.43 May 25, 2035 I-3-A Variable(2) $ 5,003,921.79 May 25, 2035 I-3-B Variable(2) $ 5,003,921.79 May 25, 2035 I-4-A Variable(2) $ 5,747,414.97 May 25, 2035 I-4-B Variable(2) $ 5,747,414.97 May 25, 2035 I-5-A Variable(2) $ 6,469,978.75 May 25, 2035 I-5-B Variable(2) $ 6,469,978.75 May 25, 2035 I-6-A Variable(2) $ 7,164,844.43 May 25, 2035 I-6-B Variable(2) $ 7,164,844.43 May 25, 2035 I-7-A Variable(2) $ 7,825,230.15 May 25, 2035 I-7-B Variable(2) $ 7,825,230.15 May 25, 2035 I-8-A Variable(2) $ 8,444,435.57 May 25, 2035 I-8-B Variable(2) $ 8,444,435.57 May 25, 2035 I-9-A Variable(2) $ 9,015,564.45 May 25, 2035 I-9-B Variable(2) $ 9,015,564.45 May 25, 2035 I-10-A Variable(2) $ 8,883,343.37 May 25, 2035 I-10-B Variable(2) $ 8,883,343.37 May 25, 2035 I-11-A Variable(2) $ 8,507,718.21 May 25, 2035 I-11-B Variable(2) $ 8,507,718.21 May 25, 2035 I-12-A Variable(2) $ 8,142,768.04 May 25, 2035 I-12-B Variable(2) $ 8,142,768.04 May 25, 2035 I-13-A Variable(2) $ 7,793,868.60 May 25, 2035 I-13-B Variable(2) $ 7,793,868.60 May 25, 2035 I-14-A Variable(...