ex4_2.htm


    
      EXECUTION
COPY

    

     

    Exhibit
4.2

     

    MORTGAGE
LOAN PURCHASE AGREEMENT

     

    This
Mortgage Loan Purchase Agreement (this “Agreement”), dated
May 30, 2008, is between Banc of America Funding Corporation, a Delaware
corporation (the “Purchaser”) and Bank
of America, National Association, a national banking association (the “Seller”).

     

    WHEREAS,
pursuant to (i) that certain Master Mortgage Loan Purchase and Servicing
Agreement, dated as of April 1, 2003, by and between Seller (as successor in
interest to Banc of America Mortgage Capital Corporation (“BAMCC”)), as
purchaser, and Countrywide Home Loans, Inc. (“Countrywide”), as seller, (ii)
that certain Amendment No. 1, dated as of July 1, 2003, by and among BAMCC,
Countrywide and the Seller, (iii) that certain Amendment No. 2, dated as of
September 1, 2004, by and among BAMCC, Countrywide and the Seller and (iv) that
certain Amendment Reg AB to the Master Mortgage Loan Purchase and Servicing
Agreement, dated as of January 1, 2006, by and between Countrywide and the
Seller (collectively, the “Countrywide
Agreements”), the Seller purchased the Mortgage Loans listed on Exhibit I hereto (the
“Countrywide Mortgage
Loans”) from Countrywide and Countrywide currently services such Mortgage
Loans;

     

    WHEREAS,
pursuant to (i) that certain Flow Sale and Servicing Agreement, dated as of
January 1, 2005, by and between the Seller, as purchaser, and GreenPoint
Mortgage Funding, Inc. (“GreenPoint”), as
seller, (ii) that certain Amendment No. 1, dated as of May 1, 2005, by and
between the Seller and GreenPoint, (iii) that certain Regulation AB Compliance
Addendum to the Flow Sale and Servicing Agreements, dated as of January 1, 2006,
by and between the Seller and GreenPoint and (iv) that certain Memorandum of
Sale, dated June 8, 2007, by and between the Seller and GreenPoint
(collectively, the “GreenPoint
Agreements”), the Seller purchased the Mortgage Loans listed on Exhibit II hereto
(the “GreenPoint
Mortgage Loans”) from GreenPoint and GreenPoint currently services the
Mortgage Loans;

     

    WHEREAS,
pursuant to (i) that certain Second Amended and Restated Master Seller’s
Warranties and Servicing Agreement, dated as of May 1, 2006, by and between the
Seller and Wells Fargo Bank, National Association (“Wells Fargo Bank”)
(the “May MSWSA”), (ii) that certain Second Amended and Restated Master Mortgage
Loan Purchase Agreement, dated as of May 1, 2006, by and between the Seller and
Wells Fargo Bank (the “May MMLPA”), (iii) that certain Assignment and Conveyance
Agreement (WFHM 2006-W39), dated as of June 27, 2006 by and between the Seller
and Wells Fargo Bank; (iv) that certain Assignment and Conveyance Agreement
(WFHM 2006-W46), dated as of June 28, 2006 by and between the Seller and Wells
Fargo Bank; (v) that certain Assignment and Conveyance Agreement (WFHM
2006-W105), dated as of December 18, 2006 by and between the Seller and Wells
Fargo Bank; (vi) that certain Assignment and Conveyance Agreement (WFHM
2006-W113), dated as of December 20, 2006 by and between the Seller and Wells
Fargo Bank; (vii) that certain Assignment and Conveyance Agreement (WFHM
2007-W05), dated as of February 20, 2007 by and between the Seller and Wells
Fargo Bank; (viii) that certain Assignment and Conveyance Agreement
(WFHM


    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    2007-W07),
dated as of March 22, 2007 by and between the Seller and Wells Fargo Bank; and
(ix) that certain Assignment and Conveyance Agreement (WFHM 2007-W13), dated as
of April 25, 2007 by and between the Seller and Wells Fargo Bank, and together
with the May MSWSA and the May MMLPA, the “Wells Fargo Bank
Agreements”), the Seller purchased the Mortgage Loans attached on Exhibit
III  (the “Wells Fargo Bank Mortgage
Loans”) from Wells Fargo Bank and Wells Fargo Bank currently services the
Mortgage Loans;

     

    WHEREAS,
pursuant to (i) that certain Master Seller’s Warranties and Servicing Agreement,
dated as of September 1, 2003, by and between Seller (as successor in interest
to BAMCC, as purchaser, and National City Mortgage, as seller (as amended by (a)
that certain Amendment No. 1, dated as of July 1, 2004, by and among BAMCC,
National City Mortgage and the Seller, (b) that certain Master Assignment,
Assumption and Recognition Agreement, dated as of July 1, 2004, by and among
BAMCC, National City Mortgage, the Seller and Wachovia Bank, National
Association, (c) that certain Amendment No. 2, dated as of October 1, 2004, by
and between National City Mortgage and the Seller, (d) that certain Amendment
No. 3, dated as of August 11, 2005, by and between National City Mortgage and
the Seller, and (e) that certain Regulation AB Compliance Addendum to the Master
Seller’s Warranties and Servicing Agreement, dated as of January 1, 2006, by and
between National City Mortgage and the Seller) and (ii) that certain Assignment,
Assumption and Recognition Agreement, dated August 21, 2007, among Branch
Banking and Trust Company, the Seller and National City Mortgage (collectively,
the “National City
Agreements”), the Seller purchased the Mortgage Loans attached on Exhibit IV (the
“National City
Mortgage Loans”) from National City Mortgage and National City Mortgage
currently services the Mortgage Loans;

     

    WHEREAS,
pursuant to (i) that certain Flow Sale and Servicing Agreement, dated as of
February 1, 2004, by and between the Seller (as successor in interest to BAMCC)
and SunTrust Mortgage Inc. (“SunTrust” and,
together with Countrywide, GreenPoint, WMB, and Wells Fargo Bank, the “Underlying
Transferors”) (as amended by (a) that certain Amendment No. 1, dated as
of June 1, 2004, by and between the Seller and SunTrust, (b) that certain Master
Assignment, Assumption and Recognition Agreement, dated September 1, 2004, by
and among BAMCC, SunTrust, the Seller and Wachovia Bank, (c) that certain
Amendment No. 2, dated as of November 1, 2004, by and between the Seller and
SunTrust, and (d) that certain Regulation AB Compliance Addendum to the Flow
Sale and Servicing Agreement, dated as of January 1, 2006, by and between the
Seller and SunTrust), (ii) that certain Memorandum of Sale, dated June 8,
2007, by and between the Seller and SunTrust and (iii) that certain Memorandum
of Sale, dated July 9, 2007, by and between the Seller and SunTrust
(collectively, the “SunTrust Agreements”
and, together with the Countrywide Agreements, the GreenPoint Agreements and the
Wells Fargo Bank Agreements, the “Transfer
Agreements”), the Seller purchased the mortgage loans listed on Exhibit V hereto (the
“SunTrust Mortgage
Loans” and, together with the Countrywide Mortgage Loans, the GreenPoint
Mortgage Loans, and the Wells Fargo Bank Mortgage Loans, the “Assigned Mortgage
Loans”) from SunTrust;

     

    WHEREAS,
the Seller is the owner of the mortgage loans listed on Exhibit VI (the
“BANA Mortgage
Loans,” and together with the Assigned Mortgage Loans, the “Mortgage Loans”) and
the related notes or other evidence of indebtedness (the “BANA Mortgage Notes”
and, together with the notes of the Assigned Mortgage Loans, the “Mortgage Notes”) or
other


    
      
        
           

        

         


      

      
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    evidence
of ownership, and the other documents or instruments constituting the related
mortgage file (the “BANA Mortgage
File”);

     

    WHEREAS,
the Seller, as of the date hereof, owns the mortgages (the “Mortgages”) on the
properties (the “Mortgaged
Properties”) securing such Mortgage Loans, including rights (a) to
any property acquired by foreclosure or deed in lieu of foreclosure or
otherwise, and (b) to the proceeds of any insurance policies covering the
Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage
Loans;

     

     

    WHEREAS,
the parties hereto desire that the Seller sell the Mortgage Loans to the
Purchaser and the Purchaser purchase the Mortgage Loans from the Seller pursuant
to the terms of this Agreement; and

     

     

    WHEREAS,
pursuant to the terms of a Pooling and Servicing Agreement, dated May 30, 2008
(the “Pooling and
Servicing Agreement”), among the Purchaser, as depositor, U.S. Bank
National Association, as trustee (the “Trustee”), and
LaSalle Bank National Association, as securities administrator (the “Securities
Administrator”) and as master servicer (the “Master Servicer”),
the Purchaser will convey the Mortgage Loans to Banc of America Funding 2008-1
Trust (the “Trust”).

     

     

    NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:

     

    The
Purchaser and the Seller hereby recite and agree as follows:

     

    1.  Defined
Terms.  Terms used without definition herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement
relating to the issuance of the Purchaser’s Mortgage Pass-Through Certificates,
Series 2008-1 (the “Certificates”) or, if
not defined therein, in the underwriting agreement, dated May 30, 2008 (the
“Underwriting
Agreement”), between the Purchaser and Banc of America Securities LLC, or
in the purchase agreement, dated May 30, 2008 (the “Purchase Agreement”),
between the Purchaser and Banc of America Securities LLC.

     

    2.   Purchase Price; Purchase and
Sale.  The Seller agrees to sell, and the Purchaser agrees to
purchase, the Mortgage Loans.  In consideration of the sale of the
Mortgage Loans from the Seller to the Purchaser on the Closing Date, the
Purchaser agrees to pay to the Seller on the Closing Date, in immediately
available funds, an amount equal to $232,519,583.96 (the “Purchase
Price”).

     

    Upon
payment of the Purchase Price, the Seller shall be deemed to have transferred,
assigned, set over and otherwise conveyed to the Purchaser all the right, title
and interest of the Seller in and to the Mortgage Loans and all Mortgage Files,
including all interest and principal received or receivable by the Seller on or
with respect to the Mortgage Loans after the Cut-off Date (and including
scheduled payments of principal and interest due after the Cut-off Date but
received by the Seller on or before the Cut-off Date and Principal Prepayments
received or applied on the Cut-off Date, but not including payments of principal
and interest due

     


    
      
        
           

        

         


      

      
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    on the
Mortgage Loans on or before the Cut-off Date), and all of the Seller’s rights,
title and interest in and to all Mortgaged Property and any related title,
hazard, primary mortgage, mortgage pool policy or other insurance policies
including all income, payments, products and proceeds of any of the foregoing
(but excluding (i) any fees payable by a Mortgagor for the right to cancel any
portion of principal or interest of a BPP Mortgage Loan and (ii) any of the
rights the Seller may have with respect to premium recapture or purchase price
protection).  The Purchaser hereby directs the Seller, and the Seller
hereby agrees, to deliver to the Trustee all documents, instruments and
agreements required to be delivered by the Purchaser to the Trustee under the
Pooling and Servicing Agreement and such other documents, instruments and
agreements as the Purchaser or the Trustee shall reasonably
request.

     

    3.  Representations and
Warranties as to the Assigned Mortgage Loans.  The
representations and warranties with respect to the Assigned Mortgage Loans in
the related Transfer Agreement were made as of the date specified in such
Transfer Agreement.  The Seller’s right, title and interest in such
representations and warranties and the remedies in connection therewith have
been assigned to the Purchaser pursuant to (a) that certain Assignment,
Assumption and Recognition Agreement, dated May 30, 2008, by and among the
Seller, the Purchaser, the Trustee and Countrywide Home Loans, Inc., and
Countrywide Home Loans Servicing LP; (b) that certain Assignment,
Assumption and Recognition Agreement, dated May 30, 2008, by and among the
Seller, the Purchaser, the Trustee and GreenPoint Mortgage Funding, Inc.;
(c) that certain Assignment, Assumption and Recognition Agreement, dated
May 30, 2008, by and among the Seller, the Purchaser, the Trustee and National
City Mortgage Co.; (d) that certain Assignment, Assumption and Recognition
Agreement, dated May 30, 2008, by and among the Seller, the Purchaser, the
Trustee and SunTrust Mortgage, Inc.; and (e) those certain Assignment,
Assumption and Recognition Agreements, each dated May 30, 2008, by and among the
Seller, the Purchaser, the Trustee and Wells Fargo Bank.  To the
extent that any fact, condition or event with respect to a Mortgage Loan
constitutes a breach of both (i) a representation or warranty of an Underlying
Transferor or the applicable originator under the related Transfer Agreement or
related underlying sale agreement and (ii) a representation or warranty of the
Seller under this Agreement, the only right or remedy of the Purchaser shall be
the right to enforce the obligations of the related Underlying Transferor or
applicable originator under any applicable representation or warranty made by
the related Underlying Transferor or applicable originator.  The
Purchaser acknowledges and agrees that the representations and warranties of the
Seller in this Section 3 are applicable only to facts, conditions or events that
do not constitute a breach of any representation or warranty made by an
Underlying Transferor in the related Transfer Agreement or applicable originator
in the related underlying sale agreement.  The Seller shall have no
obligation or liability with respect to any breach of a representation or
warranty made by it with respect to the Mortgage Loans if the fact, condition or
event constituting such breach also constitutes a breach of a representation or
warranty made by an Underlying Transferor in the related Transfer Agreement or
applicable originator in the related underlying sale agreement (other than with
respect to the representations or warranties in Section 3(k), to the extent such
representations and warranties relate to predatory or abusive lending and the
representations and warranties in Section 3(p) below), without regard to whether
such Underlying Transferor or applicable originator fulfills its contractual
obligations in respect of such representation or warranty.  Subject to
the foregoing, the Seller represents and warrants with respect to the Assigned
Mortgage Loans, or each Assigned Mortgage Loan, as the case may be, as of the
date hereof or such other date set forth herein, that as of the Closing
Date:

     


    
      
        
           

        

         


      

      
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    (a)  The
information set forth with respect to the Assigned Mortgage Loans on the
mortgage loan schedules attached hereto as Exhibit I, Exhibit II, Exhibit III, Exhibit IV and Exhibit V (the “Assigned Mortgage Loan
Schedules”) provides an accurate listing of the Assigned Mortgage Loans,
and the information with respect to each Assigned Mortgage Loan on the related
Assigned Mortgage Loan Schedule is true and correct in all material respects at
the date or dates respecting which such information is given;

     

    (b)  No
Assigned Mortgage Loan is more than 30 days delinquent as of the Cut-off
Date.  The Seller has not waived any default, breach, violation or
event of acceleration, and the Seller has not taken any action to waive any
default, breach, violation or even of acceleration, with respect to any Assigned
Mortgage Loan;

     

    (c)  There are
no delinquent taxes, assessments that could become a lien prior to the related
Mortgage or insurance premiums affecting the related Mortgaged
Property;

     

    (d)  With
respect to each Assigned Mortgage Loan, the related Mortgage has not been
satisfied, canceled, subordinated or rescinded, in whole or in part, and the
related Mortgaged Property has not been released from the lien of the Mortgage,
in whole or in part, nor has any instrument been executed that would effect any
such satisfaction, cancellation, subordination, rescission or
release;

     

    (e)  With
respect to each Assigned Mortgage Loan, there is no material default, breach,
violation or event of acceleration existing under any Mortgage or the related
Mortgage Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a material default,
breach, violation or event of acceleration, and neither the Seller nor its
predecessors have waived any material default, breach, violation or event of
acceleration;

     

    (f)  With
respect to each Assigned Mortgage Loan, the related Mortgaged Property is free
of material damage that would affect adversely the value of the Mortgaged
Property as security for the Assigned Mortgage Loan or the use for which the
premises were intended;

     

    (g)  With
respect to each Assigned Mortgage Loan, to the best of the Seller’s knowledge,
there is no proceeding pending for the total or partial condemnation of the
Mortgaged Property;

     

    (h)  With
respect to each Assigned Mortgage Loan, the related Mortgaged Property is
lawfully occupied under applicable law; all inspections, licenses and
certificates required to be made or issued with respect to all occupied portions
of each Mortgaged Property and, with respect to the use and occupancy of the
same, including but not limited to certificates of occupancy, have been made or
obtained from the appropriate authorities, except where the failure would not
have a material adverse effect upon the Assigned Mortgage Loan;

     

    (i)  No
Assigned Mortgage Loan is in foreclosure;

     

    (j)  Each
Assigned Mortgage Loan is a “qualified mortgage” within the meaning of Section
860G of the Code and Treas. Reg § 1.860G-2;

     


    
      
        
           

        

         


      

      
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    (k)  Any and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protections, all applicable predatory and abusive lending laws, equal
credit opportunity or disclosure laws (inclusive of prepayment charges)
applicable to the origination and servicing of each Assigned Mortgage Loan have
been complied with;

     

    (l)  Except
with respect to each Assigned Mortgage Loan for which the related Mortgage is
recorded in the name of MERS, the Seller is the sole owner of record and holder
of the Assigned Mortgage Loan.  With respect to each Assigned Mortgage
Loan, the related Mortgage Note and the Mortgage are not assigned or pledged,
and the Seller has good and marketable title thereto and has full right and
authority to transfer and sell the Assigned Mortgage Loan to the
Purchaser.  The Seller is transferring the Assigned Mortgage Loan free
and clear of any and all encumbrances, liens, pledges, equities, participation
interests, claims, agreements with other parties to sell or otherwise transfer
the Assigned Mortgage Loan, charges or security interests of any nature
encumbering such Assigned Mortgage Loan;

     

    (m)  With
respect to each Assigned Mortgage Loan, the terms of the Mortgage Note and
Mortgage have not been impaired, waived, altered or modified in any respect,
except by a written instrument which has been recorded, if necessary, to protect
the interests of the Purchaser and maintain the lien priority of the Mortgage
and which has been delivered to the Purchaser or its designee.  The
substance of any such waiver, alteration or modification has been approved by
the title insurer, to the extent required by the policy, and its terms are
reflected on the related Assigned Mortgage Loan Schedule.  No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, except in connection with an
assumption agreement approved by the title insurer, to the extent required by
the policy, and which assumption agreement is part of the Mortgage File
delivered to the Purchaser or its designee and the terms of which are reflected
on the related Assigned Mortgage Loan Schedule;

     

    (n)  The
Seller has not dealt with any broker, investment banker, agent or other Person
(other than the Purchaser and Banc of America Securities LLC) who may be
entitled to any commission or compensation in connection with the sale of the
Assigned Mortgage Loans;

     

    (o)  No
Assigned Mortgage Loan is a “high cost” loan as defined under any federal, state
or local law applicable to such Assigned Mortgage Loan at the time of its
origination;

     

    (p)  No
Assigned Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as
such terms are defined in S&P’s LEVELS® Glossary, which is now Version 6.3
Revised, Appendix E) and no Assigned Mortgage Loan originated on or after
October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending
Act;

     

    (q)  The
hazard insurance policy on each Assigned Mortgage Loan has been validly issued
and is in full force and effect, and will be in full force and effect and inure
to the benefit of the Purchaser upon the consummation of the transactions
contemplated by this Agreement;

     


    
      
        
           

        

         


      

      
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    (r)  With
respect to each Assigned Mortgage Loan, each Mortgage evidences a valid,
subsisting, enforceable and perfected first lien on the related Mortgaged
Property (including all improvements on the Mortgaged Property).  The
lien of the Mortgage is subject only to: (1) liens of current real property
taxes and assessments not yet due and payable and, if the related Mortgaged
Property is a condominium unit, any lien for common charges permitted by
statute, (2) covenants, conditions and restrictions, rights of way, easements
and other matters of public record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area in which the related
Mortgaged Property is located and specifically referred to in the lender’s title
insurance policy or attorney’s opinion of title and abstract of title delivered
to the originator of such Mortgage Loan, and (3) such other matters to which
like properties are commonly subject which do not, individually or in the
aggregate, materially interfere with the benefits of the security intended to be
provided by the Mortgage.  Any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee in connection with,
a Mortgage Loan establishes a valid, subsisting and enforceable first lien on
the property described therein and the Seller has, and the Purchaser will have,
the full right to sell and assign the same to the Trustee;

     

    (s)  With
respect to any Assigned Mortgage Loan covered by a title insurance policy, the
originator is the sole insured of such mortgagee title insurance policy, such
mortgagee title insurance policy is in full force and effect and will inure to
the benefit of the Purchaser upon the consummation of the transactions
contemplated by this Agreement, no claims have been made under such mortgagee
title insurance policy and no prior holder of the related Mortgage, including
the Seller, has done, by act or omission, anything that would impair the
coverage of such mortgagee title insurance policy; and

     

    (t)  With
respect to each Assigned Mortgage Loan, there are no mechanics’ or similar liens
or claims which have been filed for work, labor or material (and no rights are
outstanding that under the law could give rise to such liens) affecting the
related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage.

     

    Notwithstanding
the foregoing, with respect to the Assigned Mortgage Loans, no representations
or warranties are made by the Seller as to the environmental condition of any
related Mortgaged Property; the absence, presence or effect of hazardous wastes
or hazardous substances on any related Mortgaged Property; any casualty
resulting from the presence or effect of hazardous wastes or hazardous
substances on, near or emanating from any related Mortgaged Property; the impact
on Certificateholders of any environmental condition or presence of any
hazardous substance on or near any related Mortgaged Property; or the compliance
of any related Mortgaged Property with any environmental laws, nor is any agent,
Person or entity otherwise affiliated with the Seller authorized or able to make
any such representation, warranty or assumption of liability relative to any
related Mortgaged Property.  In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Assigned Mortgage Loan.

     

    The
Seller hereby agrees that any cure of a breach of such representations and
warranties shall be in accordance with the terms of the Pooling and Servicing
Agreement.

     


    
      
        
           

        

         


      

      
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    4.  Representations
and Warranties as to the BANA Mortgage Loans.

     

     

    The
Seller hereby represents and warrants to the Purchaser with respect to the BANA
Mortgage Loans or each BANA Mortgage Loan, as the case may be, as of the date
hereof or such other date set forth herein that as of the Closing
Date:

     

    (a)  The
information set forth in the mortgage loan schedule attached hereto as Exhibit VI (the
“BANA Mortgage Loan
Schedule” and together with the Assigned Mortgage Loan Schedules, the
“Mortgage Loan
Schedules”) is true and correct in all material respects;

     

    (b)  There are
no delinquent taxes, ground rents, governmental assessments, insurance premiums,
leasehold payments, including assessments payable in future installments or
other outstanding charges, affecting the lien priority of the related Mortgaged
Property (a “BANA
Mortgaged Property”);

     

    (c)  The terms
of the BANA Mortgage Notes and the related Mortgages (each, a “BANA Mortgage”) have
not been impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary to
maintain the lien priority of the BANA Mortgage, and which have been delivered
to the custodian; the substance of any such waiver, alteration or modification
has been approved by the insurer under the primary insurance policy, if any, the
title insurer, to the extent required by the related policy, and is reflected on
the BANA Mortgage Loan Schedule.  No instrument of waiver, alteration
or modification has been executed, and no mortgagor of a BANA Mortgage Loan (a
“BANA
Mortgagor”) has been released, in whole or in part, except in connection
with an assumption agreement approved by the insurer under the Primary Mortgage
Insurance Policy, if any, the title insurer, to the extent required by the
policy, and which assumption agreement has been delivered to the
Trustee;

     

    (d)  The BANA
Mortgage Notes and the BANA Mortgages are not subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of the BANA Mortgage Notes and the
BANA Mortgages, or the exercise of any right thereunder, render either the BANA
Mortgage Notes or the BANA Mortgages unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense, including
the defense of usury and no such right of rescission, set-off, counterclaim or
defense has been asserted with respect thereto;

     

    (e)  All
buildings upon each BANA Mortgaged Property are insured by an insurer generally
acceptable to prudent mortgage lending institutions against loss by fire,
hazards of extended coverage and such other hazards as are customary in the area
the related BANA Mortgaged Property is located, pursuant to insurance policies
conforming to the requirements of Customary Servicing Procedures and the Pooling
and Servicing Agreement.  All such insurance policies contain a
standard mortgagee clause naming the originator of the BANA Mortgage Loan, its
successors and assigns as mortgagee and all premiums thereon have been
paid.  If the BANA Mortgaged Property is in an area identified on a
flood hazard map or flood insurance rate map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance has
been made available), a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration is in effect which
policy conforms to the requirements of Fannie Mae or Freddie Mac.  The
BANA Mortgage

     


    
      
        
           

        

         


      

      
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    obligates
the mortgagor thereunder to maintain all such insurance at the mortgagor’s cost
and expense, and on the mortgagor’s failure to do so, authorizes the holder of
the BANA Mortgage to maintain such insurance at mortgagor’s cost and expense and
to seek reimbursement therefor from the mortgagor;

     

    (f)  Any and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protections, all applicable predatory and abusive lending laws, equal
credit opportunity or disclosure laws (inclusive of prepayment charges)
applicable to the origination and servicing of BANA Mortgage Loans have been
complied with;

     

    (g)  No BANA
Mortgage has been satisfied, canceled, subordinated or rescinded, in whole or in
part (other than as to Principal Prepayments in full which may have been
received prior to the Closing Date), and no BANA Mortgaged Property has been
released from the lien of the related BANA Mortgage, in whole or in part, nor
has any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;

     

    (h)  The BANA
Mortgage is a valid, existing and enforceable first lien on the BANA Mortgaged
Property, including all improvements on the BANA Mortgaged Property subject only
to (A) the lien of current real property taxes and assessments not yet due and
payable, (B) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording being
acceptable to mortgage lending institutions generally and specifically referred
to in the lender’s title insurance policy delivered to the originator of the
BANA Mortgage Loan and which do not adversely affect the Appraised Value of the
BANA Mortgaged Property, (C) if the BANA Mortgaged Property consists of
Cooperative Stock, any lien for amounts due to the cooperative housing
corporation for unpaid assessments or charges or any lien of any assignment of
rents or maintenance expenses secured by the real property owned by the
cooperative housing corporation, and (D) other matters to which like properties
are commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the BANA Mortgage or the use, enjoyment,
value or marketability of the related BANA Mortgaged Property.  Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the BANA Mortgage Loan establishes and creates a
valid, existing and enforceable first lien and first priority security interest
on the property described therein and the Seller has the full right to sell and
assign the same to the Purchaser;

     

    (i)  The BANA
Mortgage Note and the related BANA Mortgage are genuine and each is the legal,
valid and binding obligation of the maker thereof, enforceable in accordance
with its terms except as enforceability may be limited by (A) bankruptcy,
insolvency, liquidation, receivership, moratorium, reorganization or other
similar laws affecting the enforcement of the rights of creditors and (B)
general principles of equity, whether enforcement is sought in a proceeding in
equity or at law;

     

    (j)  All
parties to the BANA Mortgage Note and the BANA Mortgage had legal capacity to
enter into the BANA Mortgage Loan and to execute and deliver the
BANA

     


    
      
        
           

        

         


      

      
        9

        
          

        

      

      
         


      

    


    Mortgage
Note and the BANA Mortgage, and the BANA Mortgage Note and the BANA Mortgage
have been duly and properly executed by such parties;

     

    (k)  The
proceeds of the BANA Mortgage Loan have been fully disbursed to or for the
account of the related BANA Mortgagor and there is no obligation for the
mortgagee to advance additional funds thereunder and any and all requirements as
to completion of any on-site or off-site improvements and as to disbursements of
any escrow funds therefor have been complied with.  All costs, fees
and expenses incurred in making or closing the BANA Mortgage Loan and the
recording of the BANA Mortgage have been paid, and the Mortgagor is not entitled
to any refund of any amounts paid or due to the mortgagee pursuant to the BANA
Mortgage Note or BANA Mortgage;

     

    (l)  To the
best of the Seller’s knowledge, all parties which have had any interest in the
BANA Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are
(or, during the period in which they held and disposed of such interest, were)
in compliance with any and all applicable “doing business” and licensing
requirements of the laws of the state wherein the BANA Mortgaged Property is
located;

     

    (m)  Either
(A) the BANA Mortgage Loan is covered by an ALTA lender’s title insurance
policy, acceptable to Fannie Mae or Freddie Mac, issued by a title insurer
acceptable to Fannie Mae or Freddie Mac and qualified to do business in the
jurisdiction where the BANA Mortgaged Property is located, insuring (subject to
the exceptions contained in (h) (A), (B), (C) and (D) above) the Seller,
its successors and assigns as to the first priority lien of the BANA Mortgage in
the original principal amount of the BANA Mortgage Loan, (B) a title search has
been done showing no lien (other than the exceptions contained in (h) (A), (B),
(C) and (D) above) on the BANA Mortgaged Property senior to the lien of the BANA
Mortgage or (C) in the case of any BANA Mortgage Loan secured by a BANA
Mortgaged Property located in a jurisdiction where such policies are generally
not available, an opinion of counsel of the type customarily rendered in such
jurisdiction in lieu of title insurance is instead received.  For each
BANA Mortgage Loan covered by a title insurance policy (x) the Seller is the
sole insured of such lender’s title insurance policy, and such lender’s title
insurance policy is in full force and effect and will be in full force and
effect upon the consummation of the transactions contemplated by this Agreement
and (y) no claims have been made under such lender’s title insurance policy, and
the Seller has not done, by act or omission, anything which would impair the
coverage of such lender’s title insurance policy;

     

    (n)  There is
no default, breach, violation or event of acceleration existing under the BANA
Mortgage or the BANA Mortgage Note and no event which, with the passage of time
or with notice and the expiration of any grace or cure period, would constitute
a default, breach, violation or event of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration;

     

    (o)  As of the
date of origination of the BANA Mortgage Loan, there were no mechanics’ or
similar liens or claims filed for work, labor or material (and no rights are
outstanding that under law could give rise to such lien) affecting the relating
BANA Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related BANA Mortgage;

     


    
      
        
           

        

         


      

      
        10

        
          

        

      

      
         


      

    


    (p)  All
improvements which were considered in determining the Appraised Value of the
related BANA Mortgaged Property lay wholly within the boundaries and building
restriction lines of the BANA Mortgaged Property, and no improvements on
adjoining properties encroach upon the BANA Mortgaged Property;

     

    (q)  The BANA
Mortgage Loan was originated by a savings and loan association, savings bank,
commercial bank, credit union, insurance company, or similar institution which
is supervised and examined by a federal or state authority, or by a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to sections
203 and 211 of the National Housing Act;

     

    (r)  Payments
on the BANA Mortgage Loan commenced no more than sixty days after the proceeds
of the BANA Mortgaged Loan were disbursed.  The BANA Mortgage Loans
are fixed-rate and adjustable-rate mortgage loans having an original term to
maturity of not more than 40 years, with interest payable in arrears on the
first day of the month.  Except with respect to the Option ARM
Mortgage Loans, each BANA Mortgage Note requires a monthly payment which is
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Interest
Rate.  Except with respect to the Option ARM Mortgage Loans, no BANA
Mortgage Note permits negative amortization;

     

    (s)  There is
no proceeding pending or, to the Seller’s knowledge, threatened for the total or
partial condemnation of the BANA Mortgaged Property and such property is in good
repair and is undamaged by waste, fire, earthquake or earth movement, windstorm,
flood, tornado or other casualty, so as to affect adversely the value of the
BANA Mortgaged Property as security for the BANA Mortgage Loan or the use for
which the premises were intended;

     

    (t)  The BANA
Mortgage and related BANA Mortgage Note contain customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the BANA Mortgaged Property of the benefits
of the security provided thereby, including (A) in the case of a BANA Mortgage
designated as a deed of trust, by trustee’s sale, and (B) otherwise by judicial
foreclosure.  To the best of the Seller’s knowledge, following the
date of origination of the BANA Mortgage Loan, the related BANA Mortgaged
Property has not been subject to any bankruptcy proceeding or foreclosure
proceeding and the related BANA Mortgagor has not filed for protection under
applicable bankruptcy laws.  There is no homestead or other exemption
or right available to the BANA Mortgagor or any other person which would
interfere with the right to sell the BANA Mortgaged Property at a trustee’s sale
or the right to foreclose the BANA Mortgage;

     

    (u)  Other
than any Borrowers Protection Plan® addendum to the Mortgage Note of a BPP
Mortgage Loan, with respect to the BANA Mortgage Loans, each BANA Mortgage Note
and BANA Mortgage are on forms acceptable to Fannie Mae or Freddie
Mac;

     

    (v)  With
respect to the BANA Mortgage Loans, the BANA Mortgage Note is not and has not
been secured by any collateral except the lien of the corresponding BANA
Mortgage on the BANA Mortgaged Property and the security interest of any
applicable security agreement or chattel mortgage referred to in (h)
above;

     


    
      
        
           

        

         


      

      
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    (w)  Each
appraisal of the related BANA Mortgaged Property is in a form acceptable to
Fannie Mae or Freddie Mac and such appraisal complies with the requirements of
FIRREA, and was made and signed, prior to the approval of the BANA Mortgage Loan
application, by an appraiser who met the qualifications of Fannie Mae or Freddie
Mac and satisfied this requirements of Title XI of FIRREA;

     

    (x)  In the
event the BANA Mortgage constitutes a deed of trust, a trustee, duly qualified
under applicable law to serve as such, has been properly designated and
currently so serves, and no fees or expenses are or will become payable by the
Trustee to the trustee under the deed of trust, except in connection with a
trustee’s sale after default by the Mortgagor;

     

    (y)  No BANA
Mortgage Loan is a graduated payment mortgage loan and no BANA Mortgage Loan has
a shared appreciation or other contingent interest feature;

     

    (z)  The BANA
Mortgagor has received all disclosure materials required by applicable law with
respect to the making of mortgage loans of the same type as the BANA Mortgage
Loan and rescission materials required by applicable law if the BANA Mortgage
Loan is a refinanced mortgage loan, i.e., the proceeds of such BANA Mortgage
Loan were not used to purchase the related Mortgaged Property;

     

    (aa)  Each
Primary Mortgage Insurance Policy to which any BANA Mortgage Loan is subject
will be issued by an insurer acceptable to Fannie Mae or Freddie Mac, which
insures that portion of the BANA Mortgage Loan in excess of the portion of the
Appraised Value of the BANA Mortgaged Property required by Fannie Mae or Freddie
Mac.  All provisions of such Primary Mortgage Insurance Policy have
been and are being complied with, such policy is in full force and effect, and
all premiums due thereunder have been paid.  Any BANA Mortgage subject
to any such Primary Mortgage Insurance Policy obligates the Mortgagor thereunder
to maintain such insurance and to pay all premiums and charges in connection
therewith at least until Loan-to-Value Ratio of such BANA Mortgage Loan is
reduced to less than 80%.  The Mortgage Interest Rate for the BANA
Mortgage Loan does not include any such insurance premium;

     

    (bb)  To the
best of the Seller’s knowledge as of the date of origination of the BANA
Mortgage Loan, (A) the BANA Mortgaged Property is lawfully occupied under
applicable law, (B) all inspections, licenses and certificates required to be
made or issued with respect to all occupied portions of the BANA Mortgaged
Property and, with respect to the use and occupancy of the same, including but
not limited to certificates of occupancy, have been made or obtained from the
appropriate authorities and (C) no improvement located on or part of the BANA
Mortgaged Property is in violation of any zoning law or regulation;

     

    (cc)
 
With
respect to each BANA Mortgage Loan, the related Assignment of Mortgage (except
with respect to any BANA Mortgage that has been recorded in the name of MERS or
its designee) is in recordable form and is acceptable for recording under the
laws of the jurisdiction in which the related BANA Mortgaged Property is
located;

     

    (dd)  All
payments required to be made prior to the Cut-off Date for such BANA Mortgage
Loan under the terms of the BANA Mortgage Note have been made and
no

     


    
      
        
           

        

         


      

      
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    more than
3.63% of the BANA Mortgage Loans (as a percentage of the aggregate Stated
Principal Balance of the BANA Mortgage Loans as of the Cut-off Date) has been
more than 30 days delinquent more than once in the twelve month period
immediately prior to the Cut-off Date;

     

    (ee)  With
respect to each BANA Mortgage Loan, the Seller is in possession of a complete
BANA Mortgage File except for the documents which have been delivered to the
Trustee or which have been submitted for recording and not yet
returned;

     

    (ff)  Except
with respect to each BANA Mortgage Loan for which the related Mortgage is
recorded in the name of MERS, immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner of record and holder of the
BANA Mortgage Loan.  With respect to the BANA Mortgage Loans, the BANA
Mortgage Loans were not assigned or pledged by the Seller and the Seller had
good and marketable title thereto, and the Seller had full right to transfer and
sell the BANA Mortgage Loans to the Trustee free and clear of any encumbrance,
participation interest, lien, equity, pledge, claim or security interest and had
full right and authority subject to no interest or participation in, or
agreement with any other party to sell or otherwise transfer the BANA Mortgage
Loans;

     

    (gg)  With
respect to the BANA Mortgage Loans, any future advances made prior to the
Cut-off Date have been consolidated with the outstanding principal amount
secured by the BANA Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term.  With respect
to each BANA Mortgage Loan, the lien of the related BANA Mortgage securing the
consolidated principal amount is expressly insured as having first lien priority
by a title insurance policy, an endorsement to the policy insuring the
mortgagee’s consolidated interest or by other title evidence acceptable to
Fannie Mae and Freddie Mac.  The consolidated principal amount does
not exceed the original principal amount of the BANA Mortgage Loan;

     

    (hh)  The BANA
Mortgage Loan was underwritten in accordance with the applicable underwriting
guidelines in effect at the time of origination with exceptions thereto
exercised in a reasonable manner;

     

    (ii)  If the
BANA Mortgage Loan is secured by a long-term residential lease, (1) the lessor
under the lease holds a fee simple interest in the land; (2) the terms of such
lease expressly permit the mortgaging of the leasehold estate, the assignment of
the lease without the lessor’s consent and the acquisition by the holder of the
BANA Mortgage of the rights of the lessee upon foreclosure or assignment in lieu
of foreclosure or provide the holder of the BANA Mortgage with substantially
similar protections; (3) the terms of such lease do not (a) allow the
termination thereof upon the lessee’s default without the holder of the BANA
Mortgage being entitled to receive written notice of, and opportunity to cure,
such default, (b) allow the termination of the lease in the event of damage or
destruction as long as the BANA Mortgage is in existence, (c) prohibit the
holder of the BANA Mortgage from being insured (or receiving proceeds of
insurance) under the hazard insurance policy or policies relating to the BANA
Mortgaged Property or (d) permit any increase in the rent other than
pre-established increases set forth in the lease; (4) the original term of such
lease in not less than 15 years; (5) the term of such lease does not terminate
earlier than five years after the maturity date of the BANA

     


    
      
        
           

        

         


      

      
        13

        
          

        

      

      
         


      

    


    Mortgage
Note; and (6) the BANA Mortgaged Property is located in a jurisdiction in which
the use of leasehold estates in transferring ownership in residential properties
is a widely accepted practice;

     

    (jj)  With
respect to each BANA Mortgage Loan, the related BANA Mortgaged Property is
located in the state identified in the BANA Mortgage Loan Schedule and consists
of a parcel of real property with a detached single family residence erected
thereon, or a two- to four-family dwelling, or an individual condominium unit,
or an individual unit in a planned unit development, or, in the case of BANA
Mortgage Loans secured by Cooperative Stock, leases or occupancy agreements;
provided, however, that
any condominium project or planned unit development generally conforms with the
applicable underwriting guidelines regarding such dwellings, and no residence or
dwelling is a mobile home or a manufactured dwelling;

     

    (kk)  The
Seller used no adverse selection procedures in selecting the BANA Mortgage Loan
for inclusion in the Trust Estate;

     

    (ll)      
 Each BANA
Mortgage Loan is a “qualified mortgage” within the meaning of
Section 860G(a) (3) of the Code and Treas. Reg § 1.860G-2;

     

    (mm)   
With
respect to each BANA Mortgage where a lost note affidavit has been delivered to
the Trustee in place of the related BANA Mortgage Note, the related BANA
Mortgage Note is no longer in existence;

     

    (nn)  No BANA
Mortgage Loan is a “high cost” loan as defined under any federal, state or local
law applicable to such BANA Mortgage Loan at the time of its
origination;

     

    (oo)   
 No BANA
Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
are defined in the then current S&P’s LEVELS® Glossary, which is now Version
6.3 Revised, Appendix E) and no BANA Mortgage Loan originated on or after
October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending
Act;

     

    (pp)  All
information on the BANA Mortgage Loan Schedule regarding any prepayment charges
is complete and accurate in all material respects and each prepayment charge has
customary terms and is permissible and enforceable in accordance with its terms
under applicable law;

     

    (qq)  No
Mortgage Loan is covered by the Home Ownership and Equity Protection Act of
1994, as amended (“HOEPA”);

     

    (rr)  Other
than any Borrowers Protection Plan® addendum to the Mortgage Note of a BPP
Mortgage Loan, with respect to the BANA Mortgage Loans, each BANA Mortgage Note
and BANA Mortgage are on forms acceptable to Fannie Mae or Freddie Mac;
and

     


    
      
        
           

        

         


      

      
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    (ss)  No BANA
Mortgage Loan permits the outstanding principal amount of such BANA Mortgage
Loan to exceed, as a result of negative amortization, 115% of the original
principal amount of such BANA Mortgage Loan.

     

    Notwithstanding
the foregoing, no representations or warranties are made by the Seller as to the
environmental condition of any BANA Mortgaged Property; the absence, presence or
effect of hazardous wastes or hazardous substances on any BANA Mortgaged
Property; any casualty resulting from the presence or effect of hazardous wastes
or hazardous substances on, near or emanating from any BANA Mortgaged Property;
the impact on Certificateholders of any environmental condition or presence of
any hazardous substance on or near any BANA Mortgaged Property; or the
compliance of any BANA Mortgaged Property with any environmental laws, nor is
any agent, Person or entity otherwise affiliated with the Seller authorized or
able to make any such representation, warranty or assumption of liability
relative to any BANA Mortgaged Property.  In addition, no
representations or warranties are made by the Seller with respect to the absence
or effect of fraud in the origination of any BANA Mortgage Loan.

     

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

     

    5.  No Broker’s
Fees.  The Seller hereby represents and warrants to the
Purchaser that the Seller has not dealt with any broker, investment banker,
agent or other Person (other than the Purchaser and Banc of America Securities
LLC) who may be entitled to any commission or compensation in connection with
the sale of the Mortgage Loans.

     

    6.  Repurchase or
Substitution.  Upon discovery by the Seller, the Purchaser, the
Trustee or any assignee, transferee or designee of the Trustee of a missing or
defective document in the Mortgage File, as provided in Section 2 of this
Agreement or the Pooling and Servicing Agreement or a breach of any of the
representations and warranties set forth in Section 3 and Section 4 (to the
extent provided therein) that materially and adversely affects the value of any
Mortgage Loan or the interest therein of the Purchaser or the Purchaser’s
assignee, the party discovering such breach shall give prompt written notice to
the others.  Within 90 days after the earlier of the Seller’s
discovery or receipt of notification of such missing or defective document or
breach of a representation and warranty (notwithstanding the Seller’s lack of
knowledge with respect to the substance of such representation and warranty),
the Seller shall promptly cure such breach in all material respects, or in the
event such missing or defective document or breach cannot be cured, the Seller
shall repurchase the affected Mortgage Loan.  Alternatively, the
Seller hereby agrees (notwithstanding the Seller’s lack of knowledge with
respect to the substance of such representation and warranty), if so requested
by the Purchaser, to substitute for any such Mortgage Loan, a new mortgage loan
having characteristics such that the representations and warranties referred to
in Section 3 (to the extent provided therein) or Section 4, as applicable, above
would not have been incorrect (except for representations and warranties as to
the correctness of the related Mortgage Loan Schedule) had such substitute
mortgage loan originally been a Mortgage Loan.  The Seller further
agrees that a substituted mortgage loan will have on the date of substitution
the criteria set forth in the definition of “Substitute Mortgage

     


    
      
        
           

        

         


      

      
        15

        
          

        

      

      
         


      

    


    Loan” in
the Pooling and Servicing Agreement and will comply with the substitution
provisions of Section 2.02 of the Pooling and Servicing
Agreement.  The Seller shall remit to the Purchaser, in cash, the
difference between the unpaid principal balance of the Mortgage Loan to be
substituted and the unpaid principal balance of the substitute mortgage
loan.

     

    If the
breach of the representation set forth in clauses (k) and (p) of Section 3
herein or in clauses (f), (nn) and (oo) of Section 4 herein occurs as a result
of a violation of an applicable predatory or abusive lending law, the Seller
agrees to reimburse the Purchaser for all costs and damages incurred by the
Purchaser as a result of the violation of such law; provided that, with respect
to any Assigned Mortgage Loan, the Seller has no obligation to reimburse the
Purchaser for any such costs and damages that are reimbursed by an Underlying
Transferor.

     

    The
Purchaser acknowledges and agrees that it shall have no rights against the
Seller under this Section 6, except with respect to the preceding paragraph, if
the breach of any representation or warranty also constitutes a breach of a
representation or warranty made by an Underlying Transferor under the related
Transfer Agreement or applicable originator under the related underlying sale
agreement, but shall instead enforce its rights against such Underlying
Transferor or originator, as applicable.

     

    7.  Underwriting; BPP Mortgage
Loans.

     

    (a)  The
Seller hereby agrees to furnish any and all information, documents,
certificates, letters or opinions with respect to the mortgage loans, reasonably
requested by the Purchaser in order to perform any of its obligations or satisfy
any of the conditions on its part to be performed or satisfied pursuant to the
Underwriting Agreement or the Purchase Agreement at or prior to the Closing
Date.

     

    (b)  With
respect to any BPP Mortgage Loan, the Seller hereby agrees to remit to the
Master Servicer (a) the amount of any principal and interest due by a Mortgagor
and cancelled for any month pursuant to the terms of the related Mortgage Note
(the “Monthly Covered
Amount”) upon the disability or involuntary unemployment of the related
Mortgagor or (b) the outstanding principal balance of the Mortgage Loan canceled
pursuant to the terms of the related Mortgage Note together with accrued
interest at the Mortgage Interest Rate minus the Servicing Fee Rate to the date
of cancellation (the “Total Covered
Amount”) upon the accidental death of the related
Mortgagor.  Any Monthly Covered Amount payable by the Seller pursuant
to this Section 7(b) shall be deposited by the Seller in the Servicer Custodial
Account on or prior to, in the case of the Monthly Covered Amount, the
Remittance Date relating to the Distribution Date immediately following the Due
Date as to which such Monthly Covered Amount relates and, in the case of a Total
Covered Amount, the Remittance Date relating to the Distribution Date in the
month following the month in which the cancellation to which such Total Covered
Amount relates occurs.

     

    8.  Costs.  The
Purchaser shall pay all expenses incidental to the performance of its
obligations under the Underwriting Agreement and the Purchase Agreement,
including without limitation (i) any recording fees or fees for title
policy endorsements and continuations, (ii) the expenses of preparing,
printing and reproducing the Prospectus, the Prospectus Supplement, the
Underwriting Agreement, the Private Placement Memorandum, the Purchase
Agreement, the

     


    
      
        
           

        

         


      

      
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    Pooling
and Servicing Agreement and the Certificates and (iii) the cost of
delivering the Certificates to the offices of or at the direction of Banc of
America Securities LLC insured to the satisfaction of Banc of America Securities
LLC.

     

    9.  Notices. All demands,
notices and communications hereunder shall be in writing, shall be effective
only upon receipt and shall, if sent to the Purchaser, be addressed to it at
Banc of America Funding Corporation, 214 North Tryon Street, Charlotte, North
Carolina 28255, Attention: Scott Evans, with a copy to: Bank of America Legal
Department, 101 South Tryon Street, 30th Floor, NC1-002-29-01, Charlotte, North
Carolina 28255, Attention:  Associate General Counsel, or if sent to
the Seller, be addressed to it at Bank of America, National Association, 214
North Tryon Street, NC1-027-21-04, Charlotte, North Carolina, 28255, Attention:
Scott Evans, with a copy to Bank of America Legal Department, 101 South Tryon
Street, 30th Floor, NC1-002-29-01, Charlotte, North Carolina 28255,
Attention:  Associate General Counsel.

     

    10.  Trustee
Assignee.  The Seller acknowledges the assignment of the
Purchaser’s rights hereunder to the Trustee on behalf of the Trust and that the
representations, warranties and agreements made by the Seller in this Agreement
may be enforced by the Trustee, on behalf of the Trust, against the
Seller.

     

    11.  Recharacterization.  The
parties to this Agreement intend the conveyance by the Seller to the Purchaser
of all of its right, title and interest in and to the Mortgage Loans and all
Mortgage Files, including all interest and principal received or receivable by
the Seller on or with respect to the Mortgage Loans after the Cut-off Date (and
including scheduled payments of principal and interest due after the Cut-off
Date but received by the Seller on or before the Cut-off Date and Principal
Prepayments received or applied on the Cut-off Date, but not including payments
of principal and interest due on the Mortgage Loans on or before the Cut-off
Date), together with all of the Seller’s rights, title and interest in and to
all Mortgaged Property and any related title, hazard, primary mortgage, mortgage
pool policy or other insurance policies including all income, payments, products
and proceeds of any of the foregoing, pursuant to this Agreement to constitute a
purchase and sale and not a loan.  Notwithstanding the foregoing, to
the extent that such conveyance is held not to constitute a sale under
applicable law, it is intended that this Agreement shall constitute a security
agreement under applicable law and that the Seller shall be deemed to have
granted to the Purchaser a first priority security interest in all of the
Seller’s right, title and interest in and to the Mortgage Loans.

     

    12.  Miscellaneous.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to the conflict of law
provisions.  Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by a writing signed by the
party against whom enforcement of such change, waiver, discharge or termination
is sought.  This Agreement may not be changed in any manner which
would have a material adverse effect on Holders of Certificates without the
prior written consent of the Trustee.  The Trustee shall be protected
in consenting to any such change to the same extent provided in Article IX of
the Pooling and Servicing Agreement.  This Agreement may be signed in
any number of counterparts, each of which shall be deemed an original, which
taken together shall constitute one and the same instrument.  This
Agreement shall bind and

     


    
      
        
           

        

         


      

      
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    inure to
the benefit of and be enforceable by the Purchaser and the Seller and their
respective successors and assigns.

     


    
      
        
           

        

         


      

      
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    IN
WITNESS WHEREOF, the Purchaser and the Seller have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.

     

                    BANC OF AMERICA
FUNDING CORPORATION

    


    


                By:           /s/ Scott
Evans

                    Name:      Scott
Evans

                    Title:        Senior
Vice President

    


    


    


                    BANK OF AMERICA,
NATIONAL ASSOCIATION

    


    


                    By:           /s/ Bruce W.
Good

                   
Name:      Bruce W. Good

                    Title:        Principal