Effective Date: December 01, 2005
Parties: Banc of America Funding, Superior Bancorp
Sectors: Financial Services, Banking
Governing Law: New York
Exhibit 10.2 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 bankingassociation (the "Seller"). WHEREAS, pursuant to (i) that certain Amended and Restated Master Seller'sWarranties and Servicing Agreement, dated as of December 1, 2005, by and betweenthe Seller, as purchaser, and Wells Fargo Bank, N.A. ("Wells Fargo"), as sellerand servicer, (ii) that certain Amended and Restated Master mortgage LoanPurchase Agreement, dated as of December 1, 2005, by and between the Seller, aspurchaser, and Wells Fargo, as seller and servicer, (iii) that certainAssignment and Conveyance Agreement, dated as of December 9, 2005, by andbetween the Seller and Wells Fargo, and (iv) that certain Assignment andConveyance Agreement, dated as of December 29, 2005, by and between the Sellerand Wells Fargo (collectively, the "Wells Fargo Agreements"), the Sellerpurchased the mortgage loans listed on Exhibit I (the "Wells Fargo mortgageLoans") from Wells Fargo and Wells Fargo currently services the Wells Fargomortgage Loans; WHEREAS, pursuant to (i) that certain Master mortgage Loan Purchase andServicing Agreement, dated as of April 1, 2003, by and between the Seller (assuccessor in interest to Banc of America mortgage Capital Corporation("BAMCC")), as purchaser, and Countrywide Home Loans, Inc. ("Countrywide"), asseller, as amended by (ii) that certain Amendment No. 1, dated as of July 1,2003, by and among BAMCC, Countrywide and the Seller, (iii) that certainAmendment No. 2, dated as of September 1, 2004, by and among BAMCC, Countrywideand the Seller, (iv) that certain Amendment Reg AB to the Master mortgage LoanPurchase and Servicing Agreement, dated as of January 1, 2006, by and betweenCountrywide and the Seller, (v) that certain Purchase Confirmation, dated as ofMay 25, 2005, by and between Countrywide and the Seller, (vi) that certainPurchase Confirmation, dated as of June 24, 2005, by and between Countrywide andthe Seller, (vii) that certain Purchase Confirmation, dated as of July 25, 2005,by and between Countrywide and the Seller, (viii) that certain PurchaseConfirmation, dated as of September 29, 2005, by and between Countrywide and theSeller, (ix) that certain Purchase Confirmation, dated as of November 16, 2005,by and between Countrywide and the Seller and (x) that certain PurchaseConfirmation, dated as of December 29, 2005, by and between Countrywide and theSeller (collectively, the "Countrywide Agreements"), the Seller purchased themortgage loans listed on Exhibit II (the "Countrywide mortgage Loans") fromCountrywide and Countrywide currently services the Countrywide mortgage Loans; WHEREAS, pursuant to (i) that certain Flow Sale and Servicing Agreement,dated as of September 1, 2004, by and between the Seller, as purchaser, andGreenPoint mortgage Funding, Inc. ("GreenPoint"), as seller, (as amended by (ii)that certain Amendment No. 1, dated as of October 1, 2004, by and between theSeller and GreenPoint, (iii) that certain Amendment No. 2, dated as of January1, 2005, by and between the Seller and GreenPoint, (iv) that certain AmendmentNo. 3, dated as of May 1, 2005, by and between the Seller and GreenPoint, (v)that certain Amendment No. 4, dated as of June 2, 2005, by and between theSeller and GreenPoint, (vi) that certain Regulation AB Compliance Addendum to the Flow Sale andServicing Agreement, dated as of January 1, 2006, by and between the Purchaserand GreenPoint, (vii) that certain Memorandum of Sale, dated as of January 27,2005, by and between the Seller and GreenPoint, and (viii) that certainMemorandum of Sale, dated as of May 17, 2005, by and between the Seller andGreenPoint (collectively, the "GreenPoint Agreements"), the Seller purchased themortgage loans listed on Exhibit III (the "GreenPoint mortgage Loans") fromGreenPoint and GreenPoint currently services the GreenPoint mortgage Loans; WHEREAS, pursuant to (i) the mortgage Loan Purchase, Warranties andServicing Agreement, dated as of May 1, 2005, by and among the Seller, aspurchaser, Chase Home Finance LLC ("CHF"), as seller, and JPMorgan Chase Bank,National Association ("Chase Bank"), as servicer, as amended by Amendment No. 1,dated January 1, 2006, by and among the Seller, CHF and Chase Bank (the "WL-LPurchase and Servicing Agreement"), (ii) the mortgage Loan Purchase, Warrantiesand Servicing Agreement (the "WL-10 Purchase and Servicing Agreement"), dated asof May 1, 2005, by and between the Seller, as purchaser, CHF and Chase Bank,each as seller, and Chase Bank, as servicer, and (iii) that certain RegulationAB Compliance Addendum, dated as of January 1, 2006, by and among the Seller,Chase Bank and CHF (collectively, the "Chase Bank Agreements"), the Sellerpurchased the mortgage loans listed on Exhibit IV (the "Chase Bank mortgageLoans") from Chase Bank and Chase Bank currently services the Chase Bankmortgage Loans; WHEREAS, pursuant to (i) that certain Master Seller's Warranties andServicing Agreement, dated as of September 1, 2003, by and between the Seller(as successor in interest to BAMCC), as purchaser, and National City mortgageCo. ("National City" and, together with Wells Fargo, Countrywide, GreenPoint andChase Bank, the "Servicers" and each, a "Servicer"), as seller, as amended by(ii) that certain Amendment No. 1, dated as of July 1, 2004, by and among BAMCC,National City and the Seller, (iii) that certain Master Assignment, Assumptionand Recognition Agreement, dated as of July 1, 2004, by and among BAMCC,National City, the Seller and Wachovia Bank, National Association, (iv) thatcertain Amendment No. 2, dated as of October 1, 2004, by and between NationalCity and the Seller, (v) that certain Amendment No. 3, dated as of August 11,2005, by and between National City and the Seller, (vi) that certain RegulationAB Compliance Addendum to the Master Seller's Warranties and ServicingAgreement, dated as of January 1, 2006, by and between National City and theSeller, (vii) that certain Assignment and Conveyance Agreement, dated as of May12, 2005, by and between National City and the Seller, (viii) that certainAssignment and Conveyance Agreement, dated as of August 18, 2005, by and betweenNational City and the Seller, (ix) that certain Assignment and ConveyanceAgreement, dated as of September 13, 2005, by and between National City and theSeller (collectively, the "National City Agreements" and, together with theWells Fargo Agreements, the Countrywide Agreements, the GreenPoint Agreement andthe Chase Bank Agreements, the "Transfer Agreements"), the Seller purchased themortgage loans listed on Exhibit V (the "National City mortgage Loans" and,together with Wells Fargo mortgage Loans, the Countrywide mortgage Loans, theGreenPoint mortgage Loans and the Chase Bank mortgage Loans, the "Assignedmortgage Loans") from National City and National City currently services theNational City mortgage Loans; WHEREAS, the Seller is the owner of the mortgage loans listed on Exhibit VI(the "BANA mortgage Loans," and together with the Assigned mortgage Loans, the"mortgage 2 Loans") and the related notes or other evidence of indebtedness (the "BANAmortgage Notes," and together with the Assigned mortgage Notes, the "mortgageNotes") or other evidence of ownership, and the other documents or instrumentsconstituting 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 themortgage Loans, including rights (a) to any property acquired by foreclosure ordeed in lieu of foreclosure or otherwise, and (b) to the proceeds of anyinsurance policies covering the mortgage Loans or the mortgaged Properties orthe obligors on the mortgage Loans; and WHEREAS, the parties hereto desire that the Seller sell the mortgage Loansto the Purchaser and the Purchaser purchase the mortgage Loans from the Sellerpursuant to the terms of this Agreement; and WHEREAS, pursuant to the terms of a Pooling and Servicing Agreement, datedJanuary 31, 2006 (the "Pooling and Servicing Agreement"), among the Purchaser,as depositor, U.S. Bank National Association, as trustee (the "Trustee"), andWells Fargo, as master servicer (the "Master Servicer") and as securitiesadministrator (the "Securities Administrator"), the Purchaser will convey themortgage Loans to Banc of America Funding 2006-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 therespective meanings assigned to them in the Pooling and Servicing Agreementrelating to the issuance of the Purchaser's mortgage Pass-Through Certificates,Series 2006-A (the "Certificates") or, if not defined therein, in theunderwriting agreement dated January 27, 2006 (the "Underwriting Agreement"),between the Purchaser and Banc of America Securities LLC, or in the purchaseagreement dated January 31, 2006 (the "Purchase Agreement"), between thePurchaser and Banc of America Securities LLC. 2. Purchase Price; Purchase and Sale. The Seller agrees to sell, and thePurchaser agrees to purchase, the mortgage Loans. The purchase price (the"Purchase Price") for the mortgage Loans shall consist of $1,097,370,386.81payable by the Purchaser to the Seller on the Closing Date in immediatelyavailable funds. Upon payment of the Purchase Price, the Seller shall be deemed to havetransferred, assigned, set over and otherwise conveyed to the Purchaser all theright, title and interest of the Seller in and to the mortgage Loans and allmortgage Files, including all interest and principal received or receivable bythe Seller on or with respect to the mortgage Loans after the Cut-off Date (andincluding scheduled payments of principal and interest due after the Cut-offDate but received by the Seller on or before the Cut-off Date and PrincipalPrepayments received or applied on the Cut-off Date, but not including paymentsof principal and interest due on the mortgage Loans on or before the Cut-off Date.
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