EXHIBIT 99.2 MORTGAGE LOAN PURCHASE AND SALE AGREEMENT This Mortgage Loan Purchase and Sale Agreement (this "Agreement") is dated and effective as of April 14, 2004, between Bear Stearns Commercial Mortgage, Inc., as seller (the "Seller" or "BSCMI")...Mortgage Loan Purchase and Sale Agreement • April 28th, 2004 • Banc of America Comm Mort Inc Pass Throu Certs Series 2004 2 • Asset-backed securities • New York
BANC OF AMERICA COMMERCIAL MORTGAGE INC., Depositor,Pooling and Servicing Agreement • April 28th, 2004 • Banc of America Comm Mort Inc Pass Throu Certs Series 2004 2 • Asset-backed securities • New York
April 14, 2004Certificate Purchase Agreement • April 28th, 2004 • Banc of America Comm Mort Inc Pass Throu Certs Series 2004 2 • Asset-backed securities
We are rendering this opinion letter pursuant to Section 5 of that certain Certificate Purchase Agreement dated as of April 1, 2004 ("Certificate Purchase Agreement"), by and among Banc of America Commercial Mortgage Inc. ("BACM"), Banc of America Securities LLC ("BAS") and Bear, Stearns & Co. Inc. ("Bear" and together with BAS, the "Initial Purchasers"), and pursuant to Section 6 of that certain Underwriting Agreement dated April 1, 2004 (the "Underwriting Agreement"), by and among BACM; BAS; Bear; Goldman, Sachs & Co. ("Goldman Sachs") and Wachovia Capital Markets, LLC ("Wachovia" and, together with BAS, Bear and Goldman Sachs, the "Underwriters"). We have acted as special counsel to BACM and the Initial Purchasers in connection with (i) the issuance of BACM's Commercial Mortgage Pass-Through Certificates, Series 2004-2 (the "Certificates"), consisting of twenty-three classes: the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificat
