ex42.htm


    Exhibit
      4.2

    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    This
      Mortgage Loan Purchase Agreement (this “Agreement”), dated
      [__________], 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 that certain [__________], dated as of [__________] (the “Transfer Agreement”),
      by and between the Seller, as purchaser, and [__________] (“[__________]”), the
      Seller purchased the Mortgage Loans listed on Exhibit I (the “Assigned
      Mortgage
      Loans”) directly or indirectly from [__________] and [__________]
      currently services the Assigned Mortgage Loans;

     

    WHEREAS,
      the Seller is the owner of the mortgage loans listed on Exhibit II (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 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 [__________],
      (the “Pooling and
      Servicing Agreement”), among the Purchaser, as depositor, [__________],
      as trustee (the “Trustee”), and
      [__________], 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
      20[__]-[_] 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 20[__]-[_] (the “Certificates”) or, if
      not defined therein, in the underwriting agreement, dated [__________] (the
      “Underwriting

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Agreement”),
      between
      the Purchaser and [Banc of America Securities LLC], or in the purchase agreement
      dated [__________] (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 $[__________] (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 on the Mortgage Loans on or before the Cut-off Date), together
      with the remedy provision of Section [___] of the Transfer Agreement (but
      excluding any premium over the applicable Purchase Price, which the Seller
      hereby retains) 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 any 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 Transfer Agreement were made as of the date specified in the 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 the Assignment, Assumption and
      Recognition Agreement, dated [__________], by and among the Seller, the
      Purchaser, the Trustee and [__________] with respect to the Assigned Mortgage
      Loans.  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 [__________] under the Transfer 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 [__________] under
      any applicable representation or warranty made by it.  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 [__________]
      in
      the Transfer 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
      [__________] in the Transfer Agreement (other than with respect to the
      representations or warranties in Section 3(k), to the extent such
      representations and

     


    
      
         

      

      
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    warranties
      relate to predatory or abusive lending and the representations and warranties
      in
      Section 3(p) below), without regard to whether [__________] 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:

     

    (a) The
      information set forth with respect to the Mortgage Loans on the mortgage loan
      schedule attached hereto as Exhibit I (the “Assigned
      Mortgage Loan
      Schedule”) provides an accurate listing of the Assigned Mortgage Loans,
      and the information with respect to each Assigned Mortgage Loan on the 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;

     


    
      
         

      

      
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    (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;

     

    (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 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 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][Other
      Underwriter]) 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 6.0
      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;

     


    
      
         

      

      
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    (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;

     

    (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;

     

    (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;

     

    (u) If
      the
      Assigned 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 Assigned Mortgage of the rights of the lessee upon foreclosure
      or
      assignment in lieu of foreclosure or provide the holder of the Assigned 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 Assigned 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 Assigned Mortgage is in existence,
      (c) prohibit the holder of the Assigned Mortgage from being insured (or
      receiving proceeds of insurance) under the hazard insurance policy or policies
      relating to the

     


    
      
         

      

      
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    Assigned
      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 Assigned Mortgage Note;
      and (6) the Assigned 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; and

     

    (v) All
      information on the Assigned 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.

     

    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.

     

    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 II (the
“BANA
      Mortgage Loan
      Schedule” and together with the Assigned Mortgage Loan Schedule, 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

     


    
      
         

      

      
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    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 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;

     


    
      
         

      

      
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    (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 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;

     


    
      
         

      

      
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    (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;

     

    (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 [adjustable][fixed]-rate mortgage loans having an original term to maturity
      of not more than [__] years, with interest payable in arrears on the first
      day
      of the month.  Each BANA Mortgage Note requires a monthly payment
      which is sufficient to fully amortize the original

     


    
      
         

      

      
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    principal
      balance over the original term thereof and to pay interest at the related
      Mortgage Interest Rate.  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) 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;

     

    (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;

     


    
      
         

      

      
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    (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 more
      than
      [___]% 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 and no BANA Mortgage Loan has been more
      than 30 days delinquent more than twice 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;

     


    
      
         

      

      
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    (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 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;

     


    
      
         

      

      
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    (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 6.0 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) As
      of the Cut-off Date, no BANA
      Mortgage Loan had a loan-to-value ratio of greater than 100%, where
      loan-to-value ratio means outstanding principal amount of the related BANA
      Mortgage Loan as of the Cut-off Date divided by the Appraised Value of the
      related Mortgage Property; and

     

    (ss) Each
      BANA
      Mortgage Note and BANA Mortgage are on forms acceptable to Fannie Mae or Freddie
      Mac.

     

    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

     


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    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 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 (o) of Section 3
      herein or in clauses (f) 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
      [__________].

     

    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 [__________] under the Transfer Agreement,
      but shall instead enforce its rights against [__________].

     

    7. Underwriting.

     

    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

     


    
      
         

      

      
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    be
      performed or satisfied pursuant to the Underwriting Agreement or the Purchase
      Agreement at or prior to the Closing Date.

     

    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 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][Other Underwriter] insured to
      the
      satisfaction of [Banc of America Securities LLC][Other
      Underwriter].

     

    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

     


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    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 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:         ______________________________________                                          
      

    Name:

    Title:

    


    


    


    BANK
      OF
      AMERICA, NATIONAL ASSOCIATION

    


    


    By:         ______________________________________                                             
      

    Name:

    Title:

    


     

    


     

    


     

    [Signature
      Page to the BAFC 20[__]-[_] Mortgage Loan Purchase Agreement]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      I

     

    


     

    ASSIGNED
      MORTGAGE LOAN SCHEDULE

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    I-1

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      II

     

    BANA
      MORTGAGE LOAN SCHEDULE

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    II-1