Common use of Xxxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $324,949,786.00 principal amount 1,386,432,000 aggregate Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Original Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Original Certificate Balance Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class B, Class CE, Class P, Class R and Class R-X (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed and adjustable interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Initial Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29as of November 1, 2006, 2006 by and between the Company Company, as purchaser and Bank of America, National Association ("BANA")Association, as seller and funds in the Pre-Funding Accounts. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Initial Mortgage Loans will have the aggregate principal balance set forth in Schedule I. On or before February 28, 2007, the Company may sell and the Securities Administrator will be obligated to purchase, on behalf of the Trust, additional mortgage loans (the "Additional Mortgage Loans" and together with the Initial Mortgage Loans, the "Mortgage Loans"). This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate (exclusive of the arrangements intended to protect against basis risk for certain of the Certificates, the Cap Carryover Reserve Account, the Supplemental Interest Trust, the Interest Rate Swap Agreement, the Swap Account, the Additional Mortgage Loan Interest, the Pre-Funding Accounts and certain other assets specified in the Pooling and Servicing Agreement) as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29as of November 1, 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAOption One Mortgage Corporation, as a servicer ("Option One"), JPMorgan Chase Bank, National Association, as a servicer ("JPM Chase Bank"), Litton Loan Servicing LP, as a servicer ("Litton," and togethex xxxh Option One and JPM Chase Bank, the "Xxxxxxers," and each of Litton, Option One and JPM Chase Bank individually, a "Servicer"), and Wells Xxlls Fargo Bank, N.A., as master servicer (the "Master Servixxx") and securities administrator (the "Securities Administrator"), and U.S. Bank National Association, as trustee (the "Trustee"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, and the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 440,607,505.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29February 27, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29February 27, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29February 27, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 10,307,000.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with nine classes of senior certificates and three other classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29January 27, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29January 27, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and Agreement, the purchase underwriting agreement, to be dated June 29January 25, 2006, among Banc of America Securities LLC, as representative of Banc of America Securities LLC, Bear, Stearns & Co. Inc. and Lehman Brothers Inc., the Company and BANA and xxx xxrchase agreement, xx xe dated January 27, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, BANA are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $324,949,786.00 principal amount 967,220,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate BalanceBalances) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance Balances (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balances) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class X-B-4, Class X-B-5, Class X-B-6 and Class CE Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed fully amortizing adjustable interest rate mortgage loans having original terms to maturity of not more than approximately 180 to approximately 480 months, months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29May 31, 20062007, by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29May 31, 2006 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicer") xnd as securities administrator (the "Securities Administrator"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29May 31, 20062007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $324,949,786.00 principal amount 716,215,000 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class CE and Class R Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than approximately 288 to approximately 480 months, months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29January 31, 2006, 2007 by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29January 31, 2006 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicer") xxx as securities administrator (the "Securities Administrator"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29January 31, 20062007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 ______________ principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than 480 months, _____ months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29_______ ___, 2006200__, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29______ ___, 2006 200___ (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A._________________, as trustee (the "Trustee"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29______ ___, 2006200__, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 504,803,622 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Initial Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29October 30, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29October 30, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29October 30, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 391,009,699.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate BalanceBalance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class 2-A-1, Class 2-A-2, Class 2-A-4, Class B-4, Class B-5 and Class B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June November 29, 20062007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June November 29, 2006 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June November 29, 20062007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $324,949,786.00 principal amount 618,218,285 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Balances, Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretionBalances, Initial Notional Amounts or Maximum Initial Class Certificate Balances). The Offered Certificates, together with three classes of subordinate certificates the Class 3-B-4, 3-B-5, 3-B-6, X-B-4, X-B-5 and X-B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, approximately 240 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29August 30, 20062007, by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29August 30, 2006 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), ) and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicxx") and as securities administrator (the "Securities Administrator"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29August 30, 20062007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.XXXX Xxxxxx Xxxporation, a Delaware New York corporation ("AFCO Credit"), and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Originators" and in their capacity as servicer, the "Servicer") propose to convey commercial insurance premium finance loans (the "CompanyReceivables") from time to time to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "Seller"), who then proposes to convey such Receivables to the Mellon Premium Finance Loan Owner Trust (the "the Transferor"). The Transferor proposes to convey such Receivables to the Mellon Bank Premium Finance Loan Master Trust (the "Trust"), and proposes to cause the Trust to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 principal amount of its Mortgage Pass-Through Certificates identified Underwriters named in Schedule I hereto (the "Offered Underwriters"), for whom you are acting as representative (the "Representative"), $450,000,000 aggregate initial principal amount of Class A Floating Rate Asset Backed Certificates, Series 2001-1 (the "Class A Certificates"), in the Trust, the terms of which are described in the Prospectus (as defined below). It is understood that Seller and the Transferor are currently entering into a Class B Underwriting Agreement dated the date hereof (the "Class B Underwriting Agreement") having among the Initial Seller, the Transferor and the Underwriters named on Schedule I thereto (the "Class Certificate Balances or Initial Notional Amounts (or, with respect to each class B Underwriters") providing for the sale of Exchangeable REMIC Certificates or Exchangeable $20,000,000 aggregate initial principal amount of Class B Floating Rate Asset Backed Certificates, Series 2001-1 (the Maximum Initial "Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretionB Certificates"). The Offered Certificates, together with three classes of subordinate certificates (Class A Certificates and the "Non-Offered Certificates") Class B Certificates are collectively referred to herein collectively as the "Certificates." This Agreement and evidence the entire ownership interest in Class B Underwriting Agreement are referred to herein collectively as the assets "Underwriting Agreements." The Transferor was formed pursuant to the Trust Agreement, dated as of a trust estate May ___, 2001, as amended and restated as of June 15, 2001 (collectively, the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29, 2006, each between the Company Seller, as depositor, and Chase Manhattan Bank of AmericaUSA, National Association Association, as owner trustee (the "BANAOwner Trustee"). As The Receivables will be conveyed by the Originators to the Seller pursuant to the First Tier Receivables Purchase Agreement dated as of the close of business on the date specified in Schedule I as the cut-off date June 15, 2001 (the "CutFirst Tier Receivables Purchase Agreement") between the Originators and the Seller. The Receivables then will be conveyed by the Seller to the Transferor pursuant to the Second Tier Receivables Purchase Agreement dated as of June 15, 2001 (the "Second Tier Receivables Purchase Agreement") between the Seller and the Transferor. The Receivables will be conveyed by the Transferor to the Trust in exchange for the Certificates pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of June 15, 2001 (the "P&S") and the Series 2001-off Date1 Supplement thereto (the "Series Supplement" and together with the P&S, the "Pooling and Servicing Agreement") dated as of June 15, 2001, each among the Transferor, Servicer, Premium Financing Specialists, Inc., a Missouri corporation ("PFSI"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be as back-up servicer and Premium Financing Specialists of California, Inc., a California corporation ("PFSIC"), as back-up servicer (PFSI and PFSIC are collectively referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Back-up Servicer"), ) and Wells Fargo BankBank Minnesota, N.A.a national banking association, as trustee (the xxx "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this AgreementIn addition, the Mortgage Transferor, Servicer, Trustee, [________________, a ________ corporation] (the "Collateral Interest Holder") and [_____________] as Agent (the "Agent") will enter into a Loan Purchase Agreement and (the purchase agreement, "Loan Agreement") to be dated June 29, 2006, among Banc as of America Securities LLC, the Closing Date (as Purchaser, defined below) pursuant to which the Company and BANA, are collectively referred to herein as Collateral Interest Holder will acquire $30,000,000 aggregate initial principal amount of the Collateral Interest (the "Basic Documents." Collateral Interest"), which will act as Credit Enhancement for the Certificates. Capitalized terms used herein (including in the Introductory hereto) that are not otherwise defined herein shall have the meanings assigned ascribed thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 412,834,805 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29April 27, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29April 27, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29April 27, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 300,937,251.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29April 27, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29April 27, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29April 27, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage SecuritiesXxxxxXXX, Inc., a Delaware Pennsylvania corporation (the "Company"), proposes to sell to Banc has an authorized capital stock consisting of America Securities LLC 10,000,000 shares of Preferred Stock, no par value per share, of which _________ shares of Series A Convertible Preferred Stock were outstanding as of ___________, 1997 and 40,000,000 shares of Common Stock, no par value per share (the "UnderwriterCommon Stock"), $324,949,786.00 principal amount of which ________ shares were outstanding as of such date. The Company proposes to issue and sell 3,100,000 shares of its Mortgage Pass-Through Certificates identified authorized but unissued Common Stock to the several underwriters named in Schedule I hereto A as it may be amended by the Pricing Agreement hereinafter defined (the "Offered CertificatesUnderwriters") having the Initial Class Certificate Balances or Initial Notional Amounts (or), with respect to each class who are acting severally and not jointly. Such total of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, 3,100,000 shares of the precise Initial Class Certificate Balance within such range Common Stock proposed to be determined sold by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall is hereinafter be referred to as the "AgreementFirm Shares." Elections will be made In addition, the Company proposes to treat grant to the assets Underwriters an option to purchase up to 465,000 additional shares of Common Stock ("Option Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Trust Estate Shares as two separate real estate mortgage investment conduits soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (each, a the "REMICPricing Agreement"). The Certificates are to be issued pursuant to a pooling Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and servicing agreement, to be dated June 29, 2006 (the "Pooling Agreement"), among the Company, Representatives and shall specify such applicable information as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee")is indicated in Exhibit A hereto. The Offered Certixxxxxes offering of the Shares will be issued in the denominations specified in Schedule I. The Pooling Agreement, governed by this Agreement, as supplemented by the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Pricing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 principal amount 1,026,972,000.00 aggregate Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Original Class Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Original Class Certificate Balance Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class B, Class CE, Class P, Class R and Class R-X Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") fund consisting primarily of a pool three pools of fixed interest and adjustable-rate mortgage loans having original terms to maturity of not more than 480 monthsloans, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29as of July 1, 2006, between the Company and Bank of America, National Association ("BANA")Association. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the segregated pool of assets consisting of the Trust Estate Mortgage Loans and certain other related assets (exclusive of the arrangements intended to protect against basis risk for certain of the certificates, the interest rate swap agreement, the swap account, the cap carryover reserve account and prepayment charges) as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29as of July 1, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANAOption One Mortgage Corporation, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29August 10, 2006, among Banc of America Securities LLC, as Purchaser, Initial Purchaser and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $324,949,786.00 principal amount 833,104,601 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate BalanceBalances or Maximum Initial Notional Amounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class 1-B-4, Class 1-B-5, Class 1-B-6, Class T-B-1, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, approximately 180 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29January 30, 2006, 2007 by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29January 30, 2006 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicer") and as securities administrator (the "Securities Administrator"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29January 30, 20062007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $324,949,786.00 principal amount 985,945,205 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate BalanceBalances or Maximum Initial Notional Amounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class B-4, Class B-5, Class B-6, Class T-B-1, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, approximately 120 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29February 27, 20062007, by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29February 27, 2006 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicex") and as securities administrator (the "Securities Administrator"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29February 27, 20062007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx Xxxxxxxxx Xxxx, x xxxxany incorporated under the laws of America Mortgage Securities, Inc., a Delaware corporation the Province of Quebec (the "Company") proposes to issue and sell to the several Initial Purchasers named in SCHEDULE A (the "Initial Purchasers"), proposes to sell to acting severally and not jointly, the respective amounts set forth in such SCHEDULE A of U.S.$315,000,000 aggregate principal amount of the Company's 6 7/8% Senior Notes due January 15, 2014 (the "Notes"). Banc of America Securities LLC LLC, Citigroup Global Markets Inc., RBC Capital Markets Corporation, Harris Nesbitt Corp., Scotia Capital (the "Underwriter")USA) Inc., $324,949,786.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto TD Securities (the "Offered Certificates"USA) having LXX, XXXX Xxxxx Markets Corp., Credit Suisse First Boston LLC, NBF Securities (USA) Corp. and HSBC Securities (USA) Inc. have agreed to act as the Initial Class Certificate Balances or Initial Notional Amounts (or, Purchasers in connection with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, offering and sale of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion)Notes. The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans Notes will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreementan indenture, to be dated June 29as of October 8, 2006 2003, as supplemented by the first supplemental indenture, dated as of July 12, 2004 (the "Pooling AgreementIndenture"), among the Company, the Guarantors (as depositor, BANA, as servicer (the "Servicer"), defined below) and Wells Fargo BankBank Minnesota, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes Notes isxxxx in book-entry form will be issued in the denominations specified in Schedule I. name of Cede & Co., as nominee of The Pooling Depository Trust Company (the "Depositary") pursuant to a DTC Agreement, this to be dated prior to the Closing Date (as defined in Section 2) (the "DTC Agreement"), between the Mortgage Loan Purchase Agreement Company and the purchase Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated June 29as of November 19, 20062004 (the "Registration Rights Agreement"), among Banc the Company, the Guarantors and the Initial Purchasers, substantially in the form of America EXHIBIT C, pursuant to which the Company will agree to file, within 45 days of the Closing Date, a registration statement with the U.S. Securities LLCand Exchange Commission (the "Commission") registering the Exchange Securities (as defined below) under the U.S. Securities Act of 1933, as Purchaseramended (the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). The payment of principal of, premium, Additional Amounts (as defined in the Indenture) and Special Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by the guarantors listed on SCHEDULE B to this Agreement (collectively, the "Guarantors", however, with respect to any representation, warranty or agreement given as of the Closing Date, "Guarantors" shall include the guarantors listed on SCHEDULE B to this Agreement and any subsidiary of the Company formed or acquired on or prior to the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns), pursuant to their guarantees of the Notes and the Exchange Notes (the "Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities". As described in the Offering Memorandum (as defined below), the proceeds of the offering of the Securities will be used to repay borrowings under the Company's existing Credit Agreement (as defined in Section 1(s)) and to pay a dividend to our sole shareholder, Quebecor Media Inc. On or prior to the Closing Date, the Company will enter into an amendment to the Credit Agreement (the "Amended Bank Credit Facility"). The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and BANAin the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are collectively to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") thereunder). The Company has prepared and delivered to each Initial Purchaser electronic copies of a Preliminary Offering Memorandum, dated November 12, 2004 (the "Preliminary Offering Memorandum"), and has prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum, dated November 15, 2004, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the "Offering Memorandum" shall mean, with respect to any date or time referred to herein as in this Agreement, the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have Company's Offering Memorandum, dated November 15, 2004, including the meanings assigned thereto financial statements and notes thereto, any amendments or supplements thereto, and any exhibits thereto, in the Pooling Agreement.most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Company prior to the completion of the distribution of the Securities. The Company and the Guarantors hereby confirm their respective agreements with the Initial Purchasers as follows:

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC the underwriters named in Schedule I hereto (the "UnderwriterUnderwriters"), for whom you are acting as representative (the "Representative"), $324,949,786.00 309,988,100.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three six classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29January 27, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29January 27, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement Agreement, the subordinate underwriting agreement, dated January 25, 2006, among Banc of America Securities LLC, as underwriter of the public Non-Offered Certificates, the Company and BANA, and the purchase agreement, to be dated June 29January 27, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, BANA are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 principal amount 1,421,335,000 aggregate Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Original Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Original Certificate Balance Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "NonClass B-1, Class CE, Class P, Class R and Class R-Offered Certificates") X Certificates are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") fund consisting primarily of a pool two pools of fixed interest and adjustable-rate mortgage loans having original terms to maturity of not more than 480 monthsloans, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29as of October 1, 20062007, between the Company and Bank of America, National Association ("BANA")Association. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the segregated pool of assets consisting of the Trust Estate Mortgage Loans and certain other related assets (exclusive of the arrangements intended to protect against basis risk for certain of the certificates, the interest rate swap agreement, the swap account, the cap carryover reserve account and prepayment charges) as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29as of October 1, 2006 2007 (the "Pooling Agreement"), among the Company, as depositor, BANASaxon Mortgage Services, Inc., as servicer (the "Servicer"), and Wells Fargo Bank, N.A.N.A. ("Wells Fargo"), as master servicer and securixxxx administrator, and U.X. Xank National Association, as trustee (the "Trustee"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29November 5, 20062007, among Banc of America Securities LLC, as Purchaser, Initial Purchaser and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Xxxxxx Suisse First Boston Mortgage Securities, Inc.Securities Corp., a Delaware corporation (the "CompanyDepositor"), proposes to sell to Banc of America Securities LLC form a commercial mortgage trust (the "UnderwriterTrust"), $324,949,786.00 principal amount of its which will issue, in multiple classes, securities entitled Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates identified Certificates, Series 2003-C4. The Depositor further proposes, subject to the terms and conditions stated in this underwriting agreement (this "Agreement"), to sell to the underwriters named in Schedule I hereto (each, an "Underwriter" and, collectively, the "Offered CertificatesUnderwriters") having ; provided, however, that if you are the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth only underwriter named in Schedule I hereto, then the terms "Underwriter" and "Underwriters" shall refer solely to you), for whom you act as representative (subject to an upward in such capacity, the "Representative"), those classes of such securities as are identified on Schedule II hereto (the classes of securities identified on Schedule II hereto, collectively, the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or downward variance, not to exceed 5%, of beneficial interest in the precise Initial Class Certificate Balance within such range to Trust. The terms on which the Trust will issue the Certificates will be determined by specified in the Company Prospectus (as defined in its sole discretionSection 2(c)). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate the Trust (all such assets collectively, the "Trust EstateFund") consisting will consist primarily of a segregated pool of fixed interest rate multifamily and commercial mortgage loans having original terms to maturity of not more than 480 months(collectively, as described in Schedule I (the "Mortgage Loans") to that will be acquired purchased by the Company Depositor from Column Financial, Inc. ("Column") and KeyBank National Association ("KeyBank" and, together with Column, the "Mortgage Loan Sellers"), respectively, pursuant to a separate mortgage loan purchase agreement agreements dated as of September 11, 2003 (the each, a "Mortgage Loan Purchase Agreement"), to . The Trust will be dated June 29, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date")created, the Mortgage Loans will have be transferred to the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as Trust, and the "Agreement." Elections Certificates will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (eachissued, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreementagreement dated as of September 11, to be dated June 29, 2006 2003 (the "Pooling and Servicing Agreement"), among the CompanyDepositor, KeyCorp Real Estate Capital Markets, Inc., as depositormaster servicer (in such capacity, BANAthe "Master Servicer"), Lennar Partners, Inc., as special servicer (in such capacity, the "Special Servicer"), and Wells Fargo BankBank Minnesota, N.A., as trustee (in such caxxxxxy, the "Trustee"). The Offered Certixxxxxes offering of the Certificates made pursuant to the Registration Statement (as defined in Section 2(a)) will be issued in made through the denominations specified in Underwriters. This Agreement provides for the sale of the Certificates to, and the purchase and offering thereof by, the Underwriters. Schedule I. The Pooling Agreement, I sets forth the aggregate amount of each class of Certificates that is to be purchased by each Underwriter. Schedule II sets forth the classes of the Certificates subject to this Agreement, the Mortgage Loan Purchase principal balance of each class of the Certificates to be issued and any terms thereof not otherwise specified in the Pooling and Servicing Agreement and the purchase agreement, price at which each class of the Certificates is to be dated June 29, 2006, among Banc purchased by the Underwriters from the Depositor. The offering of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Certificates will be governed by this Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 343,850,036.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29January 30, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29January 30, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29January 30, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $324,949,786.00 principal amount 330,665,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class B-1, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, approximately 180 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June November 29, 2006, 2006 by and between the Company Company, as purchaser and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June November 29, 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicer") xxx as securities administrator (the "Securities Administrator"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June November 29, 2006, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 667,278,000 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three two classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29September 28, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29September 28, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29September 28, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 332,758,443 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Initial Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29December 28, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29December 28, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29December 28, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 393,967,243.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29May 30, 20062007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29May 30, 2006 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29May 30, 20062007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 630,111,123.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate BalanceBalance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29August 30, 20062007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29August 30, 2006 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29August 30, 20062007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 337,898,035.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three six classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29September 28, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29September 28, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29September 28, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 847,972,100.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate BalanceBalance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29January 28, 20062008, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29January 28, 2006 2008 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), LaSalle Bank National Association, as securities administrator (the "Securities Administrator"), and Wells Fargo Bank, N.A.U.S. Bank National Association, as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29January 28, 20062008, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Xxxxxxx Xxxxxx Corporation, a Delaware corporation (the "Company"), proposes to issue and sell from time to Banc time (i) shares of America Securities LLC common stock of the Company (the "UnderwriterCommon Shares"), $324,949,786.00 principal amount (ii) shares of its Mortgage Pass-Through Certificates identified in Schedule I hereto a series of preferred stock of the Company (the "Offered CertificatesPreferred Shares") having the Initial Class Certificate Balances or Initial Notional Amounts which may be convertible into Common Shares, (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balanceiii) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates depositary shares (the "Non-Offered CertificatesDepositary Shares") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets which will represent a fraction of a trust estate Preferred Share or (iv) warrants to purchase Common Shares (the "Trust EstateWarrants") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to which may be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29, 2006, between the Company and Bank of America, National Association ("BANA")sold separately or together with Common Shares. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date")The Common Shares, the Mortgage Loans will have Preferred Shares, the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall Depositary Shares and the Warrants are hereinafter be referred to as the "Agreement." Elections Securities". The Securities are registered under the registration statement referred to in Section 2(a). Particular issuances or series of the Securities will be made sold pursuant to treat a Terms Agreement referred to in Section 3 in the assets form of Annex I attached hereto, for resale in accordance with the Trust Estate terms of offering determined at the time of sale. Under such Terms Agreement, subject to the terms and conditions hereof, the Company will agree to issue and sell, and the firm or firms specified therein (the "Underwriters"), for whom you are acting as two separate real estate mortgage investment conduits representatives (eachthe "Representatives"), a will agree to purchase, the amount of Securities specified therein (the "REMICFirm Securities"). In such Terms Agreement, the Company also may grant to such Underwriters, subject to the terms and conditions set forth therein, an option to purchase additional Securities in an amount not to exceed the amount specified in such Terms Agreement (such additional Securities are hereinafter referred to as the "Option Securities"). The Certificates Firm Securities and the Option Securities are hereinafter collectively referred to as the "Offered Securities". Each Common Share issued pursuant to a Terms Agreement referred to in Section 3, upon conversion of Preferred Shares or Depositary Shares or upon exercise of a Warrant will include one preferred share purchase right (the "Junior Preferred Rights") entitling the holder thereof to purchase, under certain circumstances, one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $1.60 per share, of the Company, subject to adjustment. The Junior Preferred Rights are to be issued pursuant to a pooling Rights Agreement dated as of February 13, 2002, between the Company and servicing agreementMellon Investor Services LLC, as rights agent. Preferred Shares issued pursuant to the Terms Agreement referred to in Section 3 will be dated June 29, 2006 issued in accordance with a Certificate of Designations as specified in such Terms Agreement (the "Pooling AgreementCertificate of Designations"), among . Depositary Shares issued pursuant to the Company, as depositor, BANA, as servicer Terms Agreement referred to in Section 3 will be issued under a Deposit Agreement (the "ServicerDeposit Agreement"), ) between the Company and Wells Fargo Bank, N.A., a bank or trust company selected by the Company as trustee specified in such Terms Agreement (the "TrusteeDepositary"). Warrants issued pursuant to the Terms Agreement referred to in Section 3 will be issued under a Warrant Agreement (the "Warrant Agreement") between a bank or trust company selected by the Company as specified in such Terms Agreement (the "Warrant Agent"). The Offered Certixxxxxes will be issued in Company has prepared and filed with the denominations specified in Schedule I. The Pooling AgreementSecurities and Exchange Commission (the "Commission") under the Securities Act of 1933, this Agreementas amended, and the rules and regulations of the Commission thereunder (collectively, the Mortgage Loan Purchase Agreement and "Securities Act"), a registration statement (File No. 333-87100), including a prospectus, relating to the purchase agreement, to be dated June 29, 2006, among Banc of America Securities LLCSecurities. Such registration statement, as Purchaser, amended at the Company and BANA, are collectively time of any Terms Agreement referred to herein in Section 3, is hereinafter referred to as the "Basic Documents.Registration Statement", and the prospectus included in the Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Offered Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under the Securities Act, and including any prospectus used to offer the Offered Securities in any other jurisdiction other than Canada, is hereinafter referred to as the "Prospectus". Any reference in this Agreement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such preliminary prospectus or the Prospectus, as the case may be, and any reference to "amend", "amendment" Capitalized terms used herein or "supplement" with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreementdeemed to be incorporated by reference therein.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 757,964,100.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29October 30, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29October 30, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29October 30, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Bear Stearns Mortgage Securities, Securities Inc., a Delaware Xxxxxxre corporation (the "Company"), from time to time proposes to issue and sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts in various series (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the a "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase AgreementSeries"), to be dated June 29and, 2006within each Series, between in various classes, in one or more offerings on terms determined at the Company and Bank time of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC")sale. The Certificates are to of each series will be issued pursuant to a pooling and servicing agreementagreement (each, to be dated June 29, 2006 (the a "Pooling and Servicing Agreement"), ) among the Company, as depositor, BANA, as servicer (one or more master servicers which may include the "Servicer"), Company and Wells Fargo Bank, N.A., as a third-party trustee (the "Trustee"). Upon issuance, the Certificates of each series will evidence undivided interests in the Trust Fund (as defined in the Pooling and Servicing Agreement) established for such series containing mortgages or, in the event the Trust Fund, or a portion thereof, constitutes the upper tier of a two-tier real estate mortgage investment conduit ("REMIC"), the Trust Fund may contain interests issued by a lower tier trust which will contain mortgages, all as described in the Prospectus (as defined below). Terms not defined herein which are defined in the Pooling and Servicing Agreement shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Whenever the Company determines to make an offering of a Series of Certificates (an "Offering") through you or an underwriting syndicate managed or co-managed by you, it will offer to enter into an agreement ("Terms Agreement") providing for the sale of such Certificates to, and the purchase and offering thereof by, you and such other co-managers and underwriters, if any, which have been selected by you and have authorized you to enter into such Terms Agreement and other related documentation on their behalf (the "Underwriters," which term shall include you whether acting alone in the sale of Certificates or as a co-manager or as a member of an underwriting syndicate). The Offered Certixxxxxes Terms Agreement relating to each Offering shall specify the principal amount of Certificates to be issued and their terms not otherwise specified in the Pooling and Servicing Agreement, the price at which the Certificates are to be purchased by each of the Underwriters from the Company and the initial public offering price or the method by which the price at which the Certificates are to be sold will be issued determined. The Terms Agreement, which shall be substantially in the denominations specified in Schedule I. The Pooling Agreementform of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each Offering governed by this Agreement, as supplemented by the Mortgage Loan Purchase Agreement applicable Terms Agreement, shall inure to the benefit of and the purchase agreement, to be dated June 29, 2006, among Banc of America Securities LLC, as Purchaser, binding upon the Company and BANA, are collectively referred to herein as each of the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto Underwriters participating in the Pooling Agreement.Offering of such Certificates. The Company hereby agrees with the Underwriters as follows:

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 322,541,346.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29March 30, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29March 30, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29March 30, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.XXX&X Xxxxxxxxxx Xunding LLC, a Delaware corporation limited liability company (the "CompanyBond Issuer"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 principal amount of its Mortgage Pass-Through Certificates identified Underwriters named in Schedule I hereto (the "Offered CertificatesUnderwriters"), for whom you (the "Representative") having are acting as representative, an aggregate of $320,000,000 principal amount of Transition Bonds, Series 2002-A (the Initial Class Certificate Balances "Bonds"). If the firm or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth firms listed in Schedule I (subject hereto include only the firm or firms listed in Schedule II hereto, then the terms "Underwriters" and "Representative", as used herein, shall each be deemed to an upward refer to such firm or downward variancefirms. The Bond Issuer was formed as a Delaware limited liability company on February 24, not 2000 pursuant to exceed 5%, a Certificate of Formation of the precise Initial Class Certificate Balance within Bond Issuer, as filed in the office of the Secretary of State of the State of Delaware on such range to date and a limited liability company agreement (as such agreement may be determined by the Company in its sole discretion). The Offered Certificatesamended, together with three classes of subordinate certificates (the "Non-Offered CertificatesIssuer Limited Liability Company Agreement") are collectively referred to herein dated February 24, 2000 with JCP&L Transition, Inc., a New Jersey corporation ("JCP&L Transition"), as sole member of the "Certificates" Bond Issuer. On February 19, 2002, JCP&L Transition assigned, transferred and evidence the entire ownership conveyed all of its limited liability company interest in the assets of Bond Issuer to Jersey Central Power & Light Company, a trust estate New Jersey corporation ("JCP&L" or the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase AgreementSeller"), and on such date JCP&L Transition ceased to be dated June 29, 2006, between the Company and Bank of America, National Association ("BANA"). As a member of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC")Bond Issuer. The Certificates are to Bonds will be issued pursuant to a pooling and servicing agreement, an Indenture to be dated on or about June 2911, 2006 2002 (as amended and supplemented from time to time, including all Supplemental Indentures establishing series of Transition Bonds, the "Pooling AgreementIndenture"), among between the CompanyBond Issuer and The Bank of New York, a banking corporation organized under the laws of the State of New York, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as indenture trustee (the "Indenture Trustee"). The Offered Certixxxxxes Bonds will be issued secured primarily by, and payable solely from, bondable transition property (the "Bondable Transition Property"), which is a presently existing property right created by an order of the New Jersey Board of Public Utilities (the "BPU") dated February 6, 2002 in Docket No. EF99080615 (the "Financing Order") in accordance with the provisions of the New Jersey Electric Discount and Energy Competition Act of 1999 (the "Statute"). The Financing Order authorized JCP&L to sell, pledge or assign any or all of its interest in the denominations specified Bondable Transition Property created thereunder to the Bond Issuer. JCP&L will assign all of its right, title and interest in, to and under such Bondable Transition Property, to the extent JCP&L has any right, title and interest therein, thereto or thereunder, to the Bond Issuer in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, a sale agreement to be dated on or about June 2911, 20062002 (the "Sale Agreement"). Pursuant to the Indenture, the Bond Issuer will pledge to the Indenture Trustee, as trustee for the benefit of the Holders of the Bonds, all of its right, title and interest in, to and under, among Banc of America Securities LLCother things, the Bondable Transition Property as security for the Bonds. The Bondable Transition Property will be serviced pursuant to a servicing agreement to be dated on or about June 11, 2002 (as amended and supplemented from time to time, the "Servicing Agreement"), between JCP&L, as Purchaserservicer, and the Company and BANABond Issuer. JCP&L is a wholly-owned subsidiary of FirstEnergy Corp., are collectively referred to herein as the "Basic Documents." an Ohio corporation. Capitalized terms used herein that are and not otherwise defined herein shall have the respective meanings assigned thereto given to them in the Pooling AgreementIndenture. The Financing Order provides that Bondable Transition Property arises and constitutes a vested, presently existing property right only upon the transfer thereof to an assignee and the receipt of consideration therefor; nonetheless, for convenience of reference, this Agreement refers to transfers and vesting of Bondable Transition Property before such property may have come into existence.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Xxxxxxx Xxxxxx Xxxxxxxxion, a Delaware corporation (the "Company"), proposes to issue and sell from time to Banc time certain of America its debt securities registered under the registration statement referred to in Section 2(a) ("Registered Securities"). Payment of principal of, and interest, if any, and premium, if any, on the Debt Securities LLC will be unconditionally guaranteed by Newmont USA Limited, a Delaware corporation, as Guarantor (the "UnderwriterGuarantor"), $324,949,786.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (pursuant to the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, terms and conditions of the precise Initial Class Certificate Balance within such range to be determined by guaranty issued under the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates Indenture (the as defined below)(the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMICGuaranty"). The Certificates are to Registered Securities will be issued pursuant to a pooling and servicing agreementunder an indenture, to be dated June 29as of March 22, 2006 2005 (the "Pooling AgreementIndenture"), among the Company, as depositor, BANA, as servicer (the "Servicer"), Guarantor and Wells Fargo BankCitibank, N.A., as trustee Trustee, in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Registered Securities being determined at the time of sale. The issuance and sale of Registered Securities and the related Guaranty have been registered under the registration statement referred to in Section 2(a). Particular series of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 3 in the form of Annex I attached hereto, for resale in accordance with terms of offering determined at the time of sale. The Registered Securities and related Guaranty are hereunder referred to as the "Securities". The firm or firms which agree to purchase the Securities are hereinafter referred to as the "Underwriters" of such Securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "Representatives"; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term "Representatives", as used in this Agreement (other than in Section 5(c) and the second sentence of Section 3) shall mean the Underwriters. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the "TrusteeCommission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement (File No. The Offered Certixxxxxes will be issued in 333-112142), including a prospectus, relating to the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29, 2006, among Banc of America Securities LLCSecurities. Such registration statement, as Purchaser, amended at the Company and BANA, are collectively time of any Terms Agreement referred to herein in Section 3, is hereinafter referred to as the "Basic Documents.Registration Statement", and the prospectus included in the Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under the Securities Act, and including any prospectus used to offer the Securities in any other jurisdiction, is hereinafter referred to as the "Prospectus". Any reference in this Agreement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such preliminary prospectus or the Prospectus, as the case may be, and any reference to "amend", "amendment" Capitalized terms used herein or "supplement" with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreementdeemed to be incorporated by reference therein.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $324,949,786.00 principal amount 1,512,236,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial aggregate initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial initial Class Certificate Balance or Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class S-B-5, Class S-B-6, Class S-B-7, Class N-B-4, Class N-B-5, Class N-B-6 and Class CE Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed adjustable interest rate mortgage loans having original terms to maturity of not more than approximately 360 to approximately 480 months, months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29November 30, 2006, 2006 by and between the Company Company, as purchaser and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29November 30, 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANAU.S. Bank National Association, as servicer trustee (the "ServicerTrustee"), and Wells Fargo Bank, N.A., as trustee master servicer (the "TrusteeMaster Servicxx") and as securities administrator (the "Securities Administrator"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29November 30, 2006, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Xxxxx Backed Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 principal amount 803,217,000 aggregate Certificate Principal Balance of its Mortgage PassAsset-Through Backed Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Original Class Certificate Principal Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Original Class Certificate Balance Principal Balances within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "NonClass B, Class CE, Class P, Class R and Class R-Offered Certificates") X Certificates are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") fund consisting primarily of a pool three pools of fixed interest and adjustable-rate mortgage loans having original terms to maturity of not more than 480 monthsloans, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29as of October 1, 2006, between the Company and Bank of America, National Association ("BANA")Association. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the segregated pool of assets consisting of the Trust Estate Mortgage Loans and certain other related assets (exclusive of the arrangements intended to protect against basis risk for certain of the certificates, the interest rate swap agreement, the swap account, the cap carryover reserve account and prepayment charges) as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29as of October 1, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANAOption One Mortgage Corporation, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29November 14, 2006, among Banc of America Securities LLC, as Purchaser, Initial Purchaser and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 1,022,186,548.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate BalanceBalance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three six classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29February 27, 20062007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29February 27, 2006 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29February 27, 20062007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $324,949,786.00 principal amount 535,702,242 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate BalanceBalances or Maximum Initial Notional Amounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates the Class X-B-4, Class X-B-5, Class X-B-6, Class 7-B-4, Class 7-B-5 and Class 7-B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than approximately 120 to approximately 480 months, months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29, 20062007, by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29, 2006 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANABank of America, National Association, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee") and U.S. Bank Xxxional Association, as custodian (the "Custodian"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29, 20062007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 351,226,918.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate BalanceBalance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June March 29, 20062007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June March 29, 2006 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June March 29, 20062007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 416,134,248.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate BalanceBalance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 360 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29April 27, 20062007, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29April 27, 2006 2007 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling AgreementAgreexxxx, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29April 27, 20062007, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) $324,949,786.00 principal amount 289,557,483 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial aggregate initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise initial Class Certificate Balance or Initial Notional Amount (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance Balance) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, approximately 240 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29, 2006, by and between the Company Company, as purchaser and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29, 2006 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") xxd as securities administrator (the "Securities Administrator"), and U.S. Bank National Association, as trustee (the "Trustee"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29, 2006, among Banc of America Securities LLCbetween BAS, as Purchaser, purchaser and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx Reference is made to that certain Credit Agreement dated as of America Mortgage SecuritiesAugust ____, Inc.2000, entered into by and between Eden Bioscience Corporation ("Borrower") and WBW Trust Number One ("Lender"). Borrower hereby requests Lender to advance $_____________ on Loan proceeds to Borrower in accordance with Section 2.3 of the Credit Agreement. EDEN BIOSCIENCE CORPORATION By _____________________________________ Title __________________________________ PROMISSORY NOTE $5,000,000 August ____, 2000 For value received, the undersigned, EDEN BIOSCIENCE CORPORATION ("Borrower"), promises to pay to the order of WBW Trust Number One ("Lender"), at Tacoma Financial Center, Suite 1500, 1145 Xxxxxxxx, Xxxxxxx, Xxxxxxxxxx, 00000, xx such other place or places as the holder hereof may designate in writing, the principal sum of Five Million Dollars ($5,000,000) or so much thereof as advanced by Lender in lawful, immediately available money of the United States of America, in accordance with the terms and conditions of that certain Credit Agreement of even date herewith by and between Borrower and Lender (together with all supplements, exhibits, amendments and modifications thereto, the "Credit Agreement"). Borrower also promises to pay interest on the unpaid principal balance hereof, commencing as of the first date of an advance hereunder, in like money in accordance with the terms and conditions, and at the rate or rates provided in the Credit Agreement. Borrower and all endorsers, sureties and guarantors hereof jointly and severally waive presentment for payment, demand, notice of nonpayment, notice of protest and protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default, dishonor or enforcement of the payment of this Note except such notices as are specifically required by this Note or by the Credit Agreement, and they agree that the liability of each of them shall be unconditional without regard to the liability of any other party and shall not be in any manner affected by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Lender. Borrower and all endorsers, sureties and guarantors hereof, if any, (1) consent to any and all extensions of time, renewals, waivers or modifications that may be granted by Lender with respect to the payment or other provisions of this Note and the Credit Agreement; (2) consent to the release of any property now or hereafter securing this Note with or without substitution; and (3) agree that additional makers, endorsers, guarantors or sureties may become parties hereto without notice to them and without affecting their liability hereunder. This Note is the Note referred to in the Credit Agreement and as such is entitled to all of the benefits and obligations specified in the Credit Agreement. Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the repayment of this Note and the acceleration of the maturity hereof. EDEN BIOSCIENCE CORPORATION Title __________________________________ STEPXXXX XXXDIT AGREEMENT FORM OF WARRANT No. 8 WARRANT TO PURCHASE ISSUED: August ____, 2000 SHARES OF COMMON STOCK VOID AFTER: August ____, 2005 EDEN BIOSCIENCE CORPORATION COMMON STOCK PURCHASE WARRANT THIS IS TO CERTIFY that, for value received and subject to the terms and conditions hereof, WBW Trust Number One, or such person to whom this Warrant is transferred pursuant to Section 11 hereof (the "Holder"), is entitled, at any time during the Exercise Period (as defined below), to purchase at the Exercise Price (as defined below) up to the number of fully paid and nonassessable shares of the common stock, $.0025 par value (the "Warrant Stock"), of EDEN BIOSCIENCE CORPORATION, a Delaware Washington corporation (the "Company"), proposes to sell to Banc that equals the quotient obtained by dividing 1,000,000 by the Exercise Price (as defined below) (such number of America Securities LLC (the "Underwriter"), $324,949,786.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (shares being subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretionadjustment as provided herein). The Offered Certificates, together with three classes of subordinate certificates (This Warrant is subject to the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" following additional terms and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.conditions:

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc.Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter"), ) approximately $324,949,786.00 principal amount 436,364,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretionBalances). The Offered Certificates, together with three classes of subordinate certificates the Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, approximately 180 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29July 31, 20062007, by and between the Company Company, as purchaser, and Bank of America, National Association ("BANA")Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as two multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29July 31, 2006 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A.U.S. Bank National Association, as trustee (the "Trustee"), CitiMortgage, Inc., as master servicer (the "Master Servicer"), and Citibank, N.A., as securities administrator (the "Securities Administrator"). The Offered Certixxxxxes Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29July 31, 20062007, among Banc of America Securities LLCby and between BAS, as Purchaserpurchaser, and the Company and BANA, (the "Purchase Agreement") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage SecuritiesXxxxxxxx Xxxxxxxxxxx, Inc., a Delaware an Ohio corporation (the "Company"), proposes to issue and sell to the several initial purchasers named in Schedule A (the "Initial Purchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of $175,000,000 aggregate principal amount of the Company's 9 3/4% Senior Notes due 2015 (the "Notes"). Banc of America Securities LLC LLC, KeyBanc Capital Markets, a Division of McDonald Investments Inc., BMO Capital Markets Corp. and SunTrust Capital Markets, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (the "Underwriter"), $324,949,786.00 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates"as defined below) having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject will be issued pursuant to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement")indenture, to be dated June 29, 2006, between the Company and Bank of America, National Association ("BANA"). As as of the close of business on the date specified Closing Date (as defined in Schedule I as the cut-off date Section 2 hereof) (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29, 2006 (the "Pooling AgreementIndenture"), among the Company, the Subsidiary Guarantors (as depositor, BANA, as servicer (the "Servicer"defined below), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes Securities xxxx be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depository") pursuant to a blanket issuer letter of representations, to be dated on or before the Closing Date (the "DTC Agreement"), among the Company and the Depository. The holders of the Securities will be issued in entitled to the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase benefits of a registration rights agreement, to be dated June 29, 2006as of the Closing Date (the "Registration Rights Agreement"), among Banc of America Securities LLCthe Company, as Purchaserthe Subsidiary Guarantors and the Initial Purchasers, pursuant to which the Company and BANAthe Subsidiary Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer") and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. Sch B-1 The payment of principal of, premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the Company and certain direct and indirect subsidiaries of the Company (collectively, the "Subsidiary Guarantors"), pursuant to their guarantees (the "Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to herein as the "Basic DocumentsSecurities;" and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities." Capitalized terms used herein that The Securities are not otherwise defined herein have being sold in connection with a refinancing of a substantial portion of the meanings assigned thereto in Company's outstanding indebtedness (the Pooling Agreement."Recapitalization"). The Company will incur approximately $700.0 million of indebtedness on the Closing Date through:

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 320,847,680 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29May 25, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29May 25, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29May 25, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.

Xxxxxxxxxxxx. Xxxx of America Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $324,949,786.00 305,688,755 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate BalanceBalance or Maximum Initial Notional Amount, as applicable) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Initial Notional Amount (or, with respect to each class of Exchangeable REMIC Certificates or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as applicable) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of not more than 480 months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated June 29, 2006, between the Company and Bank of America, National Association ("BANA"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as two three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated June 29, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated June 29, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.