Exhibit 4.2
MORTGAGE LOAN PURCHASE AGREEMENT
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This Mortgage Loan Purchase Agreement (the "Agreement"), dated
[_________], 20 , is between Banc of America Mortgage Securities,
Inc., a
Delaware corporation (the "Purchaser") and Bank of America,
National
Association, a national banking association (the "Seller").
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,
dated [______], 20 (the "Pooling and Servicing Agreement"), among
the Purchaser,
the Seller, as servicer, and Wells Fargo Bank, N.A., as trustee
(the "Trustee"),
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 [________], 20 (the "Underwriting Agreement"),
among the
Purchaser, the Seller and Banc of America Securities LLC ("BAS"),
or in the
purchase agreement dated [________], 20 (the "Purchase Agreement"),
among the
Purchaser, the Seller and BAS.
2. Purchase Price; Purchase and Sale. The Seller agrees to sell,
and
the Purchaser agrees to purchase, the mortgage loans (the "Mortgage
Loans"),
listed in Exhibit I hereto. The purchase price (the "Purchase
Price") for the
Mortgage Loans shall consist of $[_______] payable by the Purchaser
to the
Seller on the Closing Date in immediately available funds.
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,
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 the
proceeds of
any related title, hazard, primary mortgage, mortgage pool policy
or other
insurance policies. 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. The Seller hereby represents
and
warrants to the Purchaser that (i) the Purchaser's representations
and
warranties to the Trustee pursuant to Section 2.04 of the Pooling
and Servicing
Agreement insofar as they relate to the Mortgage Loans are true and
correct, as
of the date thereof, and (ii) the Seller has not dealt with any
broker,
investment banker, agent or other Person (other than BAS) who may
be entitled to
any commission or compensation in connection with the sale of the
Mortgage
Loans. The Seller hereby agrees to cure any breach of such
representations and
warranties in accordance with the terms of the Pooling and
Servicing Agreement.
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4. Repurchase or Substitution. The Seller hereby agrees to
repurchase any Mortgage Loan (i) for which any document is not
delivered, as
provided in paragraph 2 above, (ii) which is found by the Trustee
to be
defective in any material respect, as provided in the Pooling and
Servicing
Agreement, (iii) which is discovered at any time not to be in
conformance with
the representations and warranties referred to in paragraph 3 above
and which
document relating thereto the Seller does not deliver or which
defect or breach
the Seller does not cure (as pro
