UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-K

Transcription

1 UNITED STATES SECURITIES AND ECHANGE COMMISSION Washington, D.C FORM 10-K [] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ECHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ECHANGE ACT OF 1934 For the transition period from to Commission file number: Banc of America Mortgage 2008-A Trust (Exact name of issuing entity as specified in its charter) Banc of America Mortgage Securities, Inc. (Exact name of registrant/depositor as specified in its charter) Bank of America, National Association (Exact name of sponsor as specified in its charter) New York (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 214 North Tryon Street, Charlotte, North Carolina (Address of registrant s principal executive offices) (704) (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

2 Indicate by check mark if the registrant is not required to file pursuant to Section 13 or Section 15(d) of the Act. o Yes x No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( of this chapter) is not contained herein, and will not be contained, to the best of registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not applicable. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer,""accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer o Non-accelerated filer x (Do not check if a smaller reporting company) Accelerated filer o Smaller reporting company o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes xno State the aggregate market value of the voting and non voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant s most recently completed second fiscal quarter. Not Applicable DOCUMENTS INCORPORATED BY REFERENCE Not Applicable PART I Item 1. Business. Item 1A. Risk Factors. Item 1B. Unresolved Staff Comments. Not applicable. Registrant is not an accelerated filer, large accelerated filer or well-known seasoned issuer. Item 2. Properties. Item 3. Legal Proceedings. Item 4. Submission of Matters to a Vote of Security Holders.

3 PART II Item 5. Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Item 6. Selected Financial Data. Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Item 8. Financial Statements and Supplementary Data. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Item 9A. Controls and Procedures. Item 9A(T). Controls and Procedures. May be omitted as part of 9A. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Item 11. Executive Compensation. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Item 13. Certain Relationships and Related Transactions, and Director Independence. Item 14. Principal Accounting Fees and Services. Item 1112(b) of Regulation AB. Significant Obligors Financial Information. No single obligor represents 10% or more of the pool assets held by the issuing entity. Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information. No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114(a) of Regulation AB. Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information). No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB. Item 1117 of Regulation AB. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the issuing entity and all parties related to such issuing entity, other

4 than routine litigation incidental to the duties of those respective parties. Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions On October 17, 2008, the securities administrator, LaSalle Bank National Association, was merged into the sponsor, Bank of America, N.A. There are no other changes to the information provided in the prospectus filed on January 29, Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria. The reports on assessment of compliance with applicable servicing criteria and related public accounting firm attestation reports are attached hereto under Item 15. The Report on Assessment of Compliance with Servicing Criteria for 2008 prepared by Bank of America, National Association, as servicer, and attached to this Report on Form 10-K describes in Appendix B thereto the following material instance of noncompliance relating to servicing criterion 1122 (d)(4)(vii) of Regulation AB: 1. The servicer has assessed its compliance with the Applicable Servicing Criteria as of and for the year ended December 31, 2008, and has concluded that it has complied, in all material respects, with the Applicable Servicing Criteria with respect to the Platform taken as a whole, except as discussed below: 1122 (d) (4) (vii) - Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements Certain foreclosures were not initiated in accordance with the timeframes established by the transaction agreements. 2. The servicer has implemented the following remediation plan: The servicer has increased staff and enhanced its procedures and controls in an effort to ensure timely initiation of foreclosure actions. The Report on Assessment of Compliance with Servicing Criteria for 2008 prepared by Bank of America, National Association, as successor by merger to LaSalle Bank National Association, and attached to this Report on Form 10-K describes in Appendix B thereto the following material instance of noncompliance related to investor reporting: 1122(d)(3)(i)(A) and (B) During the Reporting Period, certain monthly investor or remittance reports were not prepared in accordance with the terms set forth in the transaction agreements and certain investor reports did not provide the information calculated in accordance with the terms specified in the transaction agreements for which certain individual errors may or may not have been material. The conclusion that the investor reporting errors amounted to a material instance of noncompliance was based primarily on the aggregate number of errors as opposed to the materiality of any one error. Appropriate measures have been taken to minimize the risk of such errors. With respect to the specific pool assets and asset-backed securities related to the investor reporting errors, we do not believe the errors had any material impact or effect on pool asset performance, servicing of the pool assets or payments. Item 1123 of Regulation AB. Servicer Compliance Statement The servicer compliance statements are attached hereto under Item 15. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following is a list of documents filed as part of this Annual Report on Form 10-K: (1) Not Applicable (2) Not Applicable (3) Exhibit Description Number 4.1 Pooling and Servicing Agreement, dated January 28, 2008, incorporated by reference from Exhibit 4.1 of the issuing entity s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, Mortgage Loan Purchase Agreement, dated January 28, 2008, incorporated by reference from Exhibit 4.2 of the issuing entity s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, Sarbanes-Oxley Certification 33(a) Report on assessment of compliance with servicing criteria for asset-backed securities, Bank of America, National Association, as Servicer

5 33(b) 33(c) 34(a) 34(b) 34(c) 35(a) 35(b) Report on assessment of compliance with servicing criteria for asset-backed securities, Bank of America, National Association as successor by merger to LaSalle Bank National Association, as Securities Administrator and Custodian Report on assessment of compliance with servicing criteria for asset-backed securities, U.S. Bank National Association, as Trustee Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Bank of America, National Association, as Servicer Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Bank of America, National Association as successor by merger to LaSalle Bank National Association, as Securities Administrator and Custodian Attestation report on assessment of compliance with servicing criteria for asset-backed securities, U.S. Bank National Association, as Trustee Servicer compliance statement, Bank of America, National Association, as Servicer Servicer compliance statement, Bank of America, National Association as successor by merger to LaSalle Bank National Association, as Securities Administrator

6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 27, 2009 /s/ Steve Bailey Bank of America, National Association By: Steve Bailey Title: Managing Director Senior Officer in charge of the Servicing Function of the Servicer

7 EHIBIT INDE Exhibit Description Number 4.1 Pooling and Servicing Agreement, dated January 28, 2008, incorporated by reference from Exhibit 4.1 of the issuing entity s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, Mortgage Loan Purchase Agreement, dated January 28, 2008, incorporated by reference from Exhibit 4.2 of the issuing entity s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, Sarbanes-Oxley Certification 33(a) Report on assessment of compliance with servicing criteria for asset-backed securities, Bank of America, National Association, as Servicer 33(b) Report on assessment of compliance with servicing criteria for asset-backed securities, Bank of America, National Association as successor by merger to LaSalle Bank National Association, as Securities Administrator and Custodian 33(c) Report on assessment of compliance with servicing criteria for asset-backed securities, U.S. Bank National Association, as Trustee 34(a) Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Bank of America, National Association, as Servicer 34(b) Attestation report on assessment of compliance with servicing criteria for asset-backed securities, Bank of America, National Association as successor by merger to LaSalle Bank National Association, as Securities Administrator and Custodian 34(c) Attestation report on assessment of compliance with servicing criteria for asset-backed securities, U.S. Bank National Association, as Trustee 35(a) Servicer compliance statement, Bank of America, National Association, as Servicer 35(b) Servicer compliance statement, Bank of America, National Association as successor by merger to LaSalle Bank National Association, as Securities Administrator

8 BANK OF AMERICA, NATIONAL ASSOCIATION Logo Sarbanes - Oxley Certification Banc of America Mortgage 2008-A Trust Mortgage Pass-Through Certificates, Series 2008-A I, Steve Bailey, a Managing Director of Bank of America, National Association (the "Servicer"), certify that: 1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the Banc of America Mortgage 2008-A Trust (the "Exchange Act Periodic Reports"); 2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act Periodic Reports; 4. I am responsible for reviewing the activities performed by the Servicer and based upon my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports in respect of Item 1122(d)(4)(vii) of the Applicable servicing Criteria, the Servicer has fulfilled its obligations under the pooling and servicing agreement, dated January 28, 2008, among Banc of America Mortgage Securities, Inc., as depositor, LaSalle Bank National Association, as securities administrator, U.S. Bank National Association, as trustee, and the Servicer, in all material respects; and 5. All of the reports on assessment of compliance with the servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: U.S. Bank National Association. Dated: March 4, 2009 By:/s/ Steve Bailey Name: Steve Bailey Title: Managing Director (senior officer in charge of the servicing function of the Servicer) NSB

9 Certification Regarding Compliance with Applicable Servicing Criteria BANK OF AMERICA, N.A. Logo 1. BANK OF AMERICA, N.A. is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2008 (the "Reporting Period"), as set forth in Appendix A hereto. The transactions covered by this report include domestic asset-backed securities transactions for which BANK OF AMERICA, N.A. acted as servicer involving residential mortgage loans, other than government sponsored entities, or transactions that do not have scheduled interest and/or scheduled principal remittance schedules as outlined in their respective transaction agreements, with the exception of certain non-registered transactions (the "Platform"); 2. BANK OF AMERICA, N.A. has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the "Vendors"), to perform specific, limited or scripted activities, BANK OF AMERICA, N.A. elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors' activities as set forth in Exhibit A hereto; 3. Except as set forth in paragraph 4 below, BANK OF AMERICA, N.A. used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria; 4. The criteria listed in the column titled "Inapplicable Servicing Criteria" on Exhibit A hereto are inapplicable to BANK OF AMERICA, N.A. based on the activities it performs, directly or through its Vendors, with respect to the Platform; 5. BANK OF AMERICA, N.A. has complied, in all material respects, with the applicable servicing criteria as of December 31, 2008, and for the Reporting Period with respect to the Platform taken as a whole, except as disclosed in Appendix B; 6. BANK OF AMERICA, N.A. has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2008 and for the Reporting Period with respect to the Platform taken as a whole; 7. BANK OF AMERICA, N.A. has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2008 and for the Reporting Period with respect to the Platform taken as a whole; and 8. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on BANK OF AMERICA, N.A.'s assessment of compliance with the applicable servicing criteria for the Reporting Period. February 26, 2009 /s/ Steve Bailey /s/ H. Randall Chestnut Steve Bailey H. Randall Chestnut Managing Director Senior Vice President Bank of America, N.A. Bank of America, N.A.

10 APPENDI A Reference 1122(d)(1)(i) 1122(d)(1)(ii) 1122(d)(1)(iii) l122(d)(1)(iv) 1122(d)(2)(i) 1122(d)(2)(ii) 1122(d)(2)(iii) 1122(d)(2)(iv) 1122(d)(2)(v) 1122(d)(2)(vi) SERVICING CRITERIA Criteria General Servicing Considerations Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained. A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. Cash Collection and Administration Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. Unissued checks are safeguarded so as to prevent unauthorized access. APPLICABLE SERVICING CRITERIA Performed Directly by Bank of America, N.A. i Performed by Vendor(s) for which Bank of America, N.A. is the Responsible Party ii Performed by subservicer(s) or vendor(s) for which Bank of America N.A. is NOT the Responsible Party 1 INAPPLICABLE SERVICING CRITERIA NOT performed by Bank of America, N.A. or by subservieer(s) or vendor(s) retained by Bank of America, N.A.

11 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. 1122(d)(3)(i) 1122(d)(3)(ii) 1122(d)(3)(iii) 1122(d)(3)(iv) Investor Remittances and Reporting Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer. Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction agreements. Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. iii iv 1122(d)(4)(i) 1122(d)(4)(ii) 1122(d)(4)(iii) 1122(d)(4)(iv) 1122(d)(4)(v) 1122(d)(4)(vi) Pool Asset Administration Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents. Mortgage loan and related documents are safeguarded as required by the transaction agreements. Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents. The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an obligor's unpaid principal balance. Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. v vi

12 1122 (d)(4)(vii) 1122(d)(4)(viii) 1122(d)(4)(ix) 1122(d)(4)(x) 1122(d)(4)(xi) 1122(d)(4)(xii) 1122(d)(4)(xiii) 1122(d)(4)(xiv) 1122(d)(4)(xv) Loss mitigation or recovery actions (e.g., forebearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements, Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents. Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements. Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the Servicer, or such other number of days specified in the transaction agreements. Delinquincies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. vii viii x xii ix xi xiii

13 i ii iii iv v vi vii viii ix x xi xii xiii Bank of America, N.A. under criterion 1122 (d) (2) (ii) makes authorized disbursements on behalf of an obligor for escrowed amounts and to investors for their disbursements except for specific, limited instances the tax monitoring vendors make disbursements on behalf of an obligor. Under criterion 1122 (d) (2) (ii), in specific, limited instances the tax monitoring vendors make disbursements on behalf of an obligor. Criterion under 1122 (d) (3) (i) (B) are performed either by Bank of America, N.A. or another participant in the servicing function as described in the transaction agreements. Criterion under 1122 (d) (3) (i) (A), (C) and (D) are performed by another party participating in the servicing function as described in the transaction agreements. Under criterion 1122 (d) (3) (ii) remittances may be made either directly to the investor by Bank of America, N.A. or another participant in the servicing function as described in the transaction agreements. Another party participating in the servicing function is responsible for allocations and distribution priorities as described in the transaction agreements. Bank of America, N.A. performs the entire criterion 1122 (d) (4) (iv) except for the lockbox function, which is a specific, limited activity performed by a vendor. A vendor performs only the lockbox function for criterion 1122 (d) (4) (iv). In the absence of specific investor/insurer timeframe standards, the Company generally services loans in accordance with Fannie Mae guidelines which are generally considered to be accepted industry standard. Timelines for the initiation and/or completion of recovery actions or loss mitigation activities may be impacted by circumstances outside of the Company's control (including bankruptcy, probate or other legal proceedings, skip trace issues, title issues, natural or man-made disasters or government seizures), and timelines for the initiation and/or completion of foreclosures may also be impacted by the foregoing or by other circumstances outside of the Company's control (including loss mitigation actions consistent with Fannie Mae guidelines, sheriff delays, court delays or foreclosure moratoriums). In assessing its compliance with criterion 1122(d)(4)(vii), the Company does not consider initiation and/or completion delays due to these situations to be instances of non-compliance. Bank of America, N.A. performs all of the functions under criterion 1122(d) (4) (xi) except for specific, limited tax and insurance monitoring and disbursement activity performed by vendors. A vendor performs specific, limited tax and insurance monitoring and disbursement functions for criterion 1122 (d) (4) (xi). Bank of America, N.A. performs all of the functions under criterion 1122 (d) (4) (xii) except for specific, limited tax and insurance monitoring and disbursement activity performed by vendors. A vendor performs specific, limited tax and insurance monitoring and disbursement functions for criterion 1122(d) (4) (xii). Bank of America, N.A. performs all of the functions under criterion 1122(d) (4) (xiii) except for specific, limited tax and insurance monitoring and disbursement activity performed by vendors. A vendor performs specific, limited tax and insurance monitoring and disbursement functions for criterion 1122(d) (4) (xiii).

14 APPENDI B 1. The servicer has assessed its compliance with the Applicable Servicing Criteria as of and for the year ended December 31, 2008, and has concluded that it has complied, in all material respects, with the Applicable Servicing Criteria with respect to the Platform taken as a whole, except as discussed below: 1122 (d) (4) (vii) - Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements Certain foreclosures were not initiated in accordance with the timeframes established by the transaction agreements. 2. The servicer has implemented the following remediation plan: The servicer has increased staff and enhanced its procedures and controls in an effort to ensure timely initiation of foreclosure actions. * The Report of Independent Registered Public Accounting Firm covers only paragraph 1 of this Appendix B.

15 Report on Assessment of Compliance with Servicing Criteria Bank of America, National Association ( Bank of America ), as successor by merger to LaSalle Bank National Association, is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB (17 C.F.R., (d)), as of and for the 12-month period ending December 31, 2008 (the Reporting Period ), as set forth in Appendix A hereto. The transactions covered by this report include asset-backed securities, primarily mortgage-backed securities, for which Bank of America, as trustee, paying agent, or custodian, performed servicing activities, which transactions were initially closed on or after January 1, 2006, and that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as well as transactions that were exempt from registration but required an assessment of compliance with the servicing criteria applicable to it under Regulation AB as prescribed in applicable transaction agreements (the Platform ). Bank of America used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria for the Reporting Period with respect to the Platform. The criteria listed in the column titled Servicing Criteria Inapplicable to Bank of America, National Association (as trustee, paying agent, or custodian) on Appendix A hereto are inapplicable to Bank of America based on the activities it performs with respect to the Platform. Except as identified on Appendix B hereto, Bank of America has complied, in all material respects, with the applicable servicing criteria identified in Appendix A hereto for the Reporting Period with respect to the Platform taken as a whole. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on Bank of America s compliance with the applicable servicing criteria for the Reporting Period. February 25, 2009 Bank of America, National Association By: /s/ James A. Jendra Name: James A. Jendra Title: Senior Vice President Americas Executive

16 Appendix A Reg AB Reference Servicing Criteria Servicing Criteria Applicable to Bank of America, National Association (as trustee, paying agent, or custodian) General Servicing Considerations 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party s performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. A fidelity bond and errors and omissions policy is in effect on the party 1122(d)(1)(iv) participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. Cash Collection and Administration Payments on pool assets are deposited into the appropriate custodial bank 1122(d)(2)(i) accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements. 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Advances of funds or guarantees regarding collections, cash flows or 1122(d)(2)(iii) distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. The related accounts for the transaction, such as cash reserve accounts or 1122(d)(2)(iv) accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this 1122(d)(2)(v) criterion, federally insured depository institution with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule k-1(b)(1) of the Securities Exchange Act. 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. Servicing Criteria Inapplicable to Bank of America, National Association (as trustee, paying agent, or custodian)

17 1122(d)(2)(vii) 1122(d)(3)(i) 1122(d)(3)(ii) 1122(d)(3)(iii) 1122(d)(3)(iv) 1122(d)(4)(i) 1122(d)(4)(ii) 1122(d)(4)(iii) 1122(d)(4)(iv) 1122(d)(4)(v) 1122(d)(4)(vi) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. Investor Remittances and Reporting Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors or the indenture trustee s records as to the total unpaid principal balance and number of pool assets serviced by the related servicer. Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. Disbursements made to an investor are posted within two business days to the servicer s investor records, or such other number of days specified in the transaction agreements. Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. Pool Asset Administration Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. Pool assets and related documents are safeguarded as required by the transaction agreements Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. The servicer s records regarding the pool assets agree with the servicer s records with respect to an obligor s unpaid principal balance. Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

18 1122(d)(4)(vii) 1122(d)(4)(viii) 1122(d)(4)(ix) 1122(d)(4)(x) 1122(d)(4)(xi) 1122(d)(4)(xii) 1122(d)(4)(xiii) 1122(d)(4)(xiv) 1122(d)(4)(xv) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer s funds and not charged to the obligor, unless the late payment was due to the obligor s error or omission. Disbursements made on behalf of an obligor are posted within two business days to the obligor s records maintained by the servicer, or such other number of days specified in the transaction agreements. Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

19 Appendix B Material Instances of Noncompliance by Bank of America 1122(d)(3)(i)(A) and (B) During the Reporting Period, certain monthly investor or remittance reports were not prepared in accordance with the terms set forth in the transaction agreements and certain investor reports did not provide the information calculated in accordance with the terms specified in the transaction agreements for which certain individual errors may or may not have been material.

20 Management's Assertion Report on Compliance with Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB under the Securities Exchange Act of 1934 U.S. Bank National Association ( U.S. Bank ) as a party participating in the servicing function for the following transactions: U.S. Bank Corporate Trust Asset Backed Securities Platform 1 hereby provides the following report on its assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it and as described on Exhibit A hereto: 1. U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A; 2. U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria; 3. U.S. Bank s assessment of its compliance with the applicable servicing criteria is as of and for the period beginning on January 1, 2008 and ending December 31, 2008, the end of the fiscal year covered by the Form 10-K report. U.S. Bank s participation in the servicing function complied in all material respects with the applicable servicing criteria. 4. Ernst & Young, a registered public accounting firm, has issued an attestation report on U.S. Bank s assessment of compliance with the applicable servicing criteria as of and for the period beginning on January 1, 2008 and ending December 31, 2008, the end of the fiscal year covered by the Form 10-K report. U.S. BANK NATIONAL ASSOCIATION /s/ Bryan R. Calder Name: Bryan R. Calder Title: Executive Vice President Date: March 2, The U.S. Bank Corporate Trust ABS Platform (the "Platform") consists of the activities involved in the performance of servicing functions for (i) publicly issued asset-backed and mortgage backed transactions the securities of which were offered on or after January 1, 2006 and (ii) certain asset backed transactions offered prior to January 1, 2006 for which the Issuer has voluntarily elected to make Regulation AB compliant filings under the Securities Exchange Act of 1934, as amended. The Platform does not include transaction comprised of the repackaging of corporate debt and/or other agency securities.

21 EHIBIT A to Management s Assertion Reference Servicing Criteria Applicable Servicing Criteria Inapplicable Servicing Criteria General Servicing Considerations 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party s performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. Cash Collection and Administration 1122(d)(2)(i) 1122(d)(2)(ii) 1122(d)(2)(iii) 1122(d)(2)(iv) 1122(d)(2)(v) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, federally insured depository institution with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. Corporate Trust ABS Platform (C) 1

22 Reference Servicing Criteria Applicable Servicing Criteria Inapplicable Servicing Criteria Investor Remittances and Reporting 1122(d)(3)(i) 1122(d)(3)(ii) 1122(d)(3)(iii) 1122(d)(3)(iv) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors or the trustee s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer. Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. Disbursements made to an investor are posted within two business days to the Servicer s investor records, or such other number of days specified in the transaction agreements. Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. Pool Asset Administration 1122(d)(4)(i) 1122(d)(4)(ii) 1122(d)(4)(iii) Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. Pool assets and related documents are safeguarded as required by the transaction agreements. Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) 1122(d)(4)(v) 1122(d)(4)(vi) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. The Servicer s records regarding the pool assets agree with the Servicer s records with respect to an obligor s unpaid principal balance. Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. Corporate Trust ABS Platform (C) 2