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MORTGAGE LOAN PURCHASE AGREEMENT
This
Mortgage Loan Purchase Agreement (this "Agreement"), dated January
31,
2007, 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
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 Banc of America Mortgage
Capital Corporation
("BAMCC"), as
purchaser (as amended by (a) 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 (b) 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); (ii) the Servicing
Agreement (Amended and Restated), dated as of July 1, 2003 (the
"WaMu Servicing
Agreement"), by and
between the Seller and WaMu, as servicer (as amended by (a)
the MAAR and (b) that certain Regulation AB Amendment to the Servicing
Agreement, dated as of January 1, 2006, by and between WaMu and the
Seller); and
(iii) those certain Term Sheets, dated November 21, 2006 and
December 20, 2006,
respectively, each by
and between the Seller and WaMu (collectively, the "WaMu
Agreements"), the
Seller purchased the
Mortgage Loans listed on Exhibit I (the
"WaMu Mortgage Loans")
from WaMu and WaMu currently services the WaMu 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, N.A. ("Wells Fargo Bank"); (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;
(iii)
that certain
Assignment and
Conveyance Agreement
(2006-W47),
dated June 28,
2006, by and
between the Seller and Wells Fargo Bank; (iv) that certain
Assignment and Conveyance Agreement (2006-W102), dated November 20,
2006, by and
between the Seller and
Wells Fargo
Bank; (v) those certain Assignment and
Conveyance Agreements
(2006-W104 and 2006-W105), each dated December 18, 2006,
by and between
the Seller and Wells Fargo Bank; and (vi) those certain
Assignment and
Conveyance Agreements
(2006-W106
and 2006-W107), each dated
December 19, 2006, by and between the Seller and Wells Fargo Bank
(collectively,
the "Wells Fargo Agreements"), the Seller purchased the mortgage
loans listed on
Exhibit II (the "Wells
Fargo Mortgage
Loans") from Wells
Fargo Bank and Wells
Fargo Bank currently services the Wells Fargo Mortgage Loans;
WHEREAS, pursuant to
(i) that certain
Master Mortgage
Loan Purchase and
Servicing Agreement,
dated as of April 1,
2003, by and between
the Seller (as
successor in interest to BAMCC), as purchaser, and Countrywide Home
Loans, Inc.,
as seller
("Countrywide"); (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; (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; (v) certain Purchase Confirmations
(BA2006-0137, and
BA2006-0139), each
dated March 30, 2006,
by and between
Countrywide
and the
Seller; and (vi) that certain Purchase Confirmation, dated December
29, 2006, by
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and between
Countrywide
and the Seller (collectively, the "Countrywide
Agreements"), the Seller purchased the mortgage loans listed on
Exhibit III (the
"Countrywide Mortgage
Loans") from Countrywide and Countrywide Home Loans
Servicing LP currently services the Countrywide Mortgage Loans;
WHEREAS, pursuant
to (i) 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
Company, as seller ("National City Mortgage" and together with
WaMu, Wells Fargo
Bank and Countrywide, the "Underlying Transferors"); (ii) that
certain Amendment
No. 1, dated as of July 1, 2004, by and among BAMCC, National City Mortgage and
the Seller; (iii) 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; (iv) that certain Amendment
No. 2, dated as of October 1, 2004, by and between National City Mortgage and
the Seller; (v) that
certain Amendment
No. 3, dated as of
August 11, 2005, by
and between National City Mortgage and the Seller; (vi) 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
(vii) that certain
Assignment and
Conveyance
Agreement,
dated December 31,
2006, by and between
National City Mortgage
and the Seller
(collectively, the
"National City
Mortgage Agreements"
and together with
the
WaMu Agreements, the Wells Fargo Bank Agreements and the
Countrywide Agreements,
the "Transfer
Agreements"), the
Seller purchased the
mortgage loans listed on
Exhibit IV (the
"National City Mortgage Loans" and together with the WaMu
Mortgage Loans, the Wells Fargo Bank Mortgage Loans and the
Countrywide Mortgage
Loans, the "Assigned
Mortgage Loans") from
National City Mortgage and National
City Mortgage currently services the National City Mortgage
Loans;
WHEREAS, the Seller is
the owner of the mortgage loans listed on Exhibit V
(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
January 31, 2007 (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")
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and as master servicer
(the "Master
Servicer"), the
Purchaser will convey the
Mortgage Loans to Banc of America Funding 2007-A 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 2007-A
(the "Certificates") or, if not defined therein, in the
underwriting agreement, dated January 30, 2007 (the
"Underwriting
Agreement"),
between the Purchaser
and Banc of America
Securities
LLC, or in the
purchase
agreement dated
January 31, 2007 (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 (a)
to pay to the Seller on the Closing Date, in immediately
available funds, an
amount equal to
$716,215,000, and (b)
to deliver to or at
the direction of the
Seller on the Closing Date, a 100% interest in each of the
Class CE Certificates and the Class R Certificate (clauses (a) and
(b) together,
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
provisions
of Sections
3.04 and 3.05 of
the
Master Bulk Sale and
Interim Servicing Agreement, dated as of May 1, 2006,
between the Seller and American Home Mortgage Corp., with respect to the BANA
Mortgage Loans
purchased by the
Seller from America Home Mortgage Corp., the
remedy provisions of Part I: General Information, Sections 3.04.03 and 3.04.06
of the Buyer's
Correspondent Direct
Seller Guide and the
Correspondent
Loan
Purchase and Sale Agreement, dated March 23, 2006, by and between
the Seller and
Pinnacle Financial
Corporation,
with respect to the BANA Mortgage Loans
purchased by the
Seller from Pinnacle
Financial Corporation, 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 fees payable by a Mortgagor for the
right to cancel
any portion of
principal or interest
of a BPP Mortgage
Loan). 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.
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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, 2007, by and among the Seller,
the
Purchaser, the Trustee and WaMu, (ii) the Assignment, Assumption
and Recognition
Agreement, dated
January 31, 2007, by and among the Seller, the Purchaser,
the
Trustee and Wells Fargo Bank, (iii) the Assignment, Assumption and Recognition
Agreement, dated
January 31, 2007, by and among the Seller, the Purchaser,
the
Trustee, Countrywide,
and Countrywide Home Loans Servicing LP, and (iv) the
Assignment, Assumption and Recognition Agreement, dated January 31,
2007, by and
among the Seller, the Purchaser, the Trustee and National City
Mortgage. 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 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 an
Underlying Transferor
in the related 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 an
Underlying Transferor
in the related
Transfer 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(o)
below), without
regard to whether each Underlying Transferor 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
and Exhibit IV (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;
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(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 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
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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 or Covered Loan, as
applicable (as such terms are defined in S&P's LEVELS(R)
Glossary, which is
now
Version 5.7 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, 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;
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(r) 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;
(s) 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;
(t) 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 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
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
