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Execution Copy
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MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (the "Agreement"), dated
January
31, 2006, 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 (a) that certain Master Flow Sale and
Servicing
Agreement, dated as of August 1, 2003, by and between the Seller
(as successor
in interest to Banc of America Mortgage Capital Corporation
("BAMCC")), as
purchaser, and GMAC Mortgage Corporation ("GMAC"), as seller, (b)
that certain
Global Amendment to Sale and Servicing Agreements, dated as of
September 1,
2005, by and among GMAC, BAMCC and the Seller, (c) that certain
Regulation AB
Compliance Addendum to the Master Flow Sale and Servicing
Agreement, dated as of
January 1, 2006, by and between GMAC and the Seller and (d) that
certain
Assignment and Conveyance Agreement, dated as of September 15,
2005, by and
between GMAC and the Seller (collectively, the "GMAC Agreements")
the Seller
purchased the mortgage loans listed on Exhibit I (the "GMAC
Mortgage Loans")
from GMAC and GMAC currently services the GMAC Mortgage Loans;
WHEREAS, pursuant to (a) that certain Master Seller's Warranties
and
Servicing Agreement, dated as of September 1, 2003, by and between
the Seller
(as successor in interest to BAMCC), as purchaser, and National
City Mortgage
Co. ("National City"), as seller, as amended by (b) that certain
Amendment No.
1, dated as of July 1, 2004, by and among BAMCC, National City and
the Seller,
(c) that certain Master Assignment, Assumption and Recognition
Agreement, dated
as of July 1, 2004, by and among BAMCC, National City, the Seller
and Wachovia
Bank, National Association ("Wachovia"), (d) that certain Amendment
No. 2, dated
as of October 1, 2004, by and between National City and the Seller,
(e) that
certain Amendment No. 3, dated as of August 11, 2005, by and
between National
City and the Seller, (f) 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 and the Seller, (g) that certain
Assignment and
Conveyance Agreement, dated as of October 5, 2005, by and between
National City
and the Seller, (h) that certain Assignment and Conveyance
Agreement, dated as
of October 20, 2005, by and between National City and the Seller
and (i) that
certain Assignment and Conveyance Agreement, dated as of December
20, 2005, by
and between National City and the Seller (collectively, the
"National City
Agreements") the Seller purchased the mortgage loans listed on
Exhibit II (the
"National City Mortgage Loans") from National City and National
City currently
services the National City Mortgage Loans;
WHEREAS, pursuant to (a) that certain Mortgage Loan Flow Purchase,
Sale
and Servicing Agreement, dated as of August 1, 2005, by and among
the Seller, as
purchaser, PHH Mortgage Corporation ("PHH Mortgage"), as a seller
and servicer,
and Bishop's Gate Residential Mortgage Trust ("Bishop's Gate"), as
a seller (as
amended by (i) that certain Amendment No. 1, dated as of January
30, 2006, by
and among the Seller, PHH Mortgage and Bishop's Gate and (ii) that
certain
Regulation AB Compliance Addendum, dated as of January 1, 2006, by
and between
the Seller, PHH Mortgage and Bishop's Gate, and (b) the related
Warranty
Bill of Sale, dated August 31, 2005 (collectively, the "PHH
Agreements") the
Seller purchased the mortgage loans listed on Exhibit III (the "PHH
Mortgage
Loans") from the Sellers and PHH Mortgage currently services the
PHH Mortgage
Loans;
WHEREAS, pursuant to (a) that certain Standard Terms and Provisions
of
Sale and Servicing Agreement, dated as of November 1, 2004, by and
between the
Seller, as purchaser, and Residential Funding Corporation ("RFC"),
as seller,
(b) that certain Regulation AB Compliance Addendum, dated as of
January 1, 2006,
by and between RFC and the Seller, (c) that certain Reference
Agreement, dated
as of July 1, 2005, by and between RFC and the Seller, (d) that
certain
Reference Agreement (WH25A), dated as of September 1, 2005, by and
between RFC
and the Seller, (e) that certain Reference Agreement (WH25B), dated
as of
September 1, 2005, by and between RFC and the Seller and (f) that
certain
Reference Agreement, dated as of October 1, 2005, by and between
RFC and the
Seller (collectively, the RFC Agreements") the Seller purchased the
mortgage
loans listed on Exhibit IV (the "RFC Mortgage Loans") from RFC and
RFC currently
services the RFC Mortgage Loans;
WHEREAS, pursuant to (a) that certain Flow Sale and Servicing
Agreement, dated as of February 1, 2004, by and between the Seller
(as successor
in interest to BAMCC), as purchaser, and SunTrust Mortgage, Inc.
("SunTrust"),
as seller, (b) that certain Amendment No. 1, dated as of June 1,
2004, by and
between the Seller and SunTrust, (c) that certain Master
Assignment, Assumption
and Recognition Agreement, dated September 1, 2004, by and among
BAMCC,
SunTrust, the Seller and Wachovia, (d) that certain Amendment No.
2, dated as of
November 1, 2004, by and between the Seller and SunTrust, (v) 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
and (e) that
certain Memorandum of Sale, dated as of November 22, 2005, by and
between the
Seller and SunTrust (collectively, the "SunTrust Agreements") the
Seller
purchased the mortgage loans listed on Exhibit V (the "SunTrust
Mortgage Loans")
from SunTrust and SunTrust currently services the SunTrust Mortgage
Loans;
WHEREAS, pursuant to (a) that certain Mortgage Loan Purchase and
Sale
Agreement (Amended and Restated), dated as of July 1, 2003, by and
among
Washington Mutual Bank fsb ("WAMU fsb"), Washington Mutual Bank
("WAMU") and the
Seller (as successor in interest to BAMCC), as purchaser, as
amended by (i) that
certain Master Assignment, Assumption and Recognition Agreement
(the "MAAR"),
dated as of July 1, 2004, by and among BAMCC, the Seller and WAMU
and (ii) that
certain Regulation AB Amendment to the Mortgage Loan Purchase and
Sale
Agreement, dated as of January 1, 2006, by and among WAMU fsb, WAMU
and the
Seller), (b) the Servicing Agreement (Amended and Restated), dated
as of July 1,
2003, by and between the Seller and WAMU, as servicer, as amended
by (i) the
MAAR and (ii) that certain Regulation AB Amendment to the Servicing
Agreement,
dated as of January 1, 2006, by and between WAMU and the Seller,
(c) that
certain Term Sheet, dated as of October 26, 2005, by and between
the Seller and
WAMU, (d) that certain Term Sheet, dated as of November 22, 2005,
by and between
the Seller and WAMU and (e) that certain Term Sheet, dated as of
December 22,
2005, by and between the Seller and WAMU (collectively, the "WAMU
Agreements")
the Seller purchased the mortgage loans listed on Exhibit VI (the
"WAMU Mortgage
Loans") from WAMU on a servicing retained basis and WAMU currently
services the
WAMU Mortgage Loans;
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WHEREAS, pursuant to (a) that certain Master Seller's Warranties
and
Servicing Agreement, dated as of March 1, 2005 (as amended and
restated on
December 1, 2005), by and between the Seller, as purchaser, and
Wells Fargo
Bank, N.A. ("Wells Fargo Bank"), as seller and servicer, (b) the
Master Mortgage
Loan Purchase Agreement, dated as of March 1, 2005 (as amended and
restated on
December 1, 2005), by and between the Seller, as purchaser, and
Wells Fargo
Bank, as seller and servicer, (c) that certain Assignment and
Conveyance
Agreement, dated as of September 27, 2005, by and between the
Seller and Wells
Fargo Bank, (d) that certain Assignment and Conveyance Agreement,
dated as of
October 26, 2005, by and between the Seller and Wells Fargo Bank
and (e) that
certain Assignment and Conveyance Agreement, dated as of December
15, 2005, by
and between the Seller and Wells Fargo Bank (collectively, the
Wells Fargo Bank
Agreements" and together with the GMAC Agreements, the National
City Agreements,
the PHH Agreements, the RFC Agreements, the SunTrust Agreements and
the WAMU
Agreements, the "Transfer Agreements") the Seller purchased the
mortgage loans
listed on Exhibit VII (the "Wells Fargo Bank Mortgage Loans" and
together with
the GMAC Mortgage Loans, the National City Mortgage Loans, the PHH
Mortgage
Loans, the RFC Mortgage Loans, the SunTrust Mortgage Loans and the
WAMU Mortgage
Loans, the "Assigned Mortgage Loans") from Wells Fargo Bank and
Wells Fargo Bank
currently services the Wells Fargo Bank Mortgage Loans;
WHEREAS, the Seller is the owner of the mortgage loans listed on
Exhibit VIII (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; and
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 January 31, 2006 (the "Pooling and Servicing Agreement"),
among the
Purchaser, as depositor, U.S. Bank National Association, as trustee
(the
"Trustee"), and Wells Fargo Bank, 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 2006-1
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:
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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 2006-1 (the "Certificates") or, if not defined therein, in
the
underwriting agreement dated January 30, 2006 (the "Underwriting
Agreement"),
between the Purchaser and Banc of America Securities LLC, or in the
purchase
agreement dated January 31, 2006 (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. The purchase
price (the
"Purchase Price") for the Mortgage Loans shall consist of
$477,096,818.54
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 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. 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 Agreements were made as of the date specified
in each 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 (i) the Assignment,
Assumption and
Recognition Agreement, dated January 31, 2006, by and among the
Seller, the
Purchaser, the Trustee, the Master Servicer and GMAC, (ii) the
Assignment,
Assumption and Recognition Agreement, dated January 31, 2006, by
and among the
Seller, the Purchaser, the Trustee, the Master Servicer and
National City, (iii)
the Assignment, Assumption and Recognition Agreement, dated January
31, 2006, by
and among the Seller, the Purchaser, the Trustee, the Master
Servicer and
SunTrust, (iv) the Assignment, Assumption and Recognition
Agreement, dated
January 31, 2006, by and among the Seller, the Purchaser, the
Trustee, the
Master Servicer, WAMU fsb and WAMU, (v) the Assignment, Assumption
and
Recognition Agreement, dated January 31, 2006, by and among the
Seller, the
Purchaser, the Trustee and Wells Fargo Bank, (vi) the Assignment,
Assumption and
Recognition Agreement, dated January 31, 2006, by and among the
Seller, the
Purchaser, the Trustee, the Master Servicer, Bishop's Gate and PHH
and (vii) the
Assignment, Assumption and Recognition Agreement, dated January 31,
2006, by and
among the Seller, the Purchaser, the Trustee, the Master Servicer
and RFC. To
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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
the Underlying
Transferor under the related 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 such
Underlying
Transferor 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 a Servicer
in the related Transfer Agreements. 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 a
Servicer in the related Transfer Agreements (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(o) below), without
regard to whether
each Servicer 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 schedules attached hereto as Exhibit I, Exhibit II,
Exhibit III,
Exhibit IV, Exhibit V, Exhibit VI, Exhibit VII and Exhibit VIII
(the "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
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,
recission 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;
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(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 ss. 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
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 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,
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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
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 (other than an Assigned Mortgage Loan
that
is a New Jersey covered purchase loan originated on or after
November 27, 2003
through July 6, 2004) is a High Cost Loan or Covered Loan, as
applicable (as
such terms are defined in S&P's LEVELS(R) Glossary, which is
now Version 5.6
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;
(p) 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;
(q) 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, i
