EXHIBIT 1.1
BANC OF AMERICA MORTGAGE 2006-B TRUST
$757,964,100
(Approximate)
Mortgage Pass-Through Certificates,
Series 2006-B
October 26, 2006
UNDERWRITING AGREEMENT
Banc of America Securities LLC
214 North Tryon Street
Charlotte, North Carolina 28255
Ladies and Gentlemen:
SECTION 1. Introductory. Banc of America Mortgage Securities, Inc.,
a
Delaware corporation (the "Company"), proposes to sell to Banc of
America
Securities LLC (the "Underwriter"), $757,964,100.00 principal
amount of its
Mortgage Pass-Through Certificates identified in Schedule I hereto
(the "Offered
Certificates") having the Initial Class Certificate Balances or
Initial Notional
Amounts set forth in Schedule I (subject to an upward or downward
variance, not
to exceed 5%, of the precise Initial Class Certificate Balance
within such range
to be determined by the Company in its sole discretion). The
Offered
Certificates, together with three classes of subordinate
certificates (the
"Non-Offered Certificates") are collectively referred to herein as
the
"Certificates" and evidence the entire ownership interest in the
assets of a
trust estate (the "Trust Estate") consisting primarily of a pool of
fixed
interest rate mortgage loans having original terms to maturity of
not more than
480 months, as described in Schedule I (the "Mortgage Loans") to be
acquired by
the Company pursuant to a mortgage loan purchase agreement (the
"Mortgage Loan
Purchase Agreement"), to be dated October 30, 2006, between the
Company and Bank
of America, National Association ("BANA"). As of the close of
business on the
date specified in Schedule I as the cut-off date (the "Cut-off
Date"), the
Mortgage Loans will have the aggregate principal balance set forth
in Schedule
I. This Underwriting Agreement shall hereinafter be referred to as
the
"Agreement." Elections will be made to treat the assets of the
Trust Estate as
three separate real estate mortgage investment conduits (each, a
"REMIC"). The
Certificates are to be issued pursuant to a pooling and servicing
agreement, to
be dated October 30, 2006 (the "Pooling Agreement"), among the
Company, as
depositor, BANA, as servicer (the "Servicer"), and Wells Fargo
Bank, N.A., as
trustee (the "Trustee"). The Offered Certificates will be issued in
the
denominations specified in Schedule I. The Pooling Agreement, this
Agreement,
the Mortgage Loan Purchase Agreement and the purchase agreement, to
be dated
October 30, 2006, among Banc of America Securities LLC, as
Purchaser, the
Company and BANA, are collectively referred to herein as the "Basic
Documents."
Capitalized terms used herein that are not otherwise defined herein
have
the meanings assigned thereto in the Pooling Agreement.
SECTION 2. Representations and Warranties of the Company. The
Company
represents and warrants to the Underwriter as follows:
(a) The Company meets the requirements for use of Form S-3
under
the Securities Act of 1933, as amended (the "Act"), and has filed
with
the Securities and Exchange Commission (the "Commission") a
registration
statement on such Form (the file number of which is set forth
in
Schedule I hereto), which has become effective, for the
registration
under the Act of the Offered Certificates. Such registration
statement,
as amended to the date of this Agreement, meets the requirements
set
forth in Rule 415(a)(1) under the Act and complies in all other
material
respects with said Rule. The Company proposes to file with the
Commission pursuant to Rule 424 under the Act a supplement to the
form
of prospectus included in such registration statement relating to
the
Offered Certificates and the plan of distribution thereof and
has
previously advised the Underwriter of all further information
(financial
and other) with respect to the Company to be set forth therein.
Such
registration statement, including the exhibits thereto, as amended
to
the date of this Agreement, is hereinafter called the
"Registration
Statement"; such prospectus in the form in which it appears in
the
Registration Statement is hereinafter called the "Basic
Prospectus"; and
such supplement to the Basic Prospectus, in the form in which it
shall
be filed with the Commission pursuant to Rule 424, is hereinafter
called
the "Prospectus Supplement" and, collectively with the Basic
Prospectus,
the "Final Prospectus." Any reference herein to the
Registration
Statement, the
Basic Prospectus or the Final Prospectus shall be deemed
to refer to and include the documents incorporated by reference
therein
pursuant to Item 12 of Form S-3 which were filed under the
Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on or before
the
date of this Agreement, or the issue date of the Basic Prospectus
or the
Final Prospectus, as the case may be; and any reference herein to
the
terms "amend," "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus or the Final
Prospectus
shall be deemed to refer to and include the filing of any document
under
the Exchange Act after the date of this Agreement, or the issue
date of
the Basic Prospectus or the Final Prospectus, as the case may be,
and
deemed to be incorporated therein by reference.
(b) As of the date hereof, when the Final Prospectus is first
filed pursuant to Rule 424 under the Act, when, prior to the
Closing
Date (as hereinafter defined), any amendment to the
Registration
Statement becomes effective (including the filing of any
document
incorporated by reference in the Registration Statement), when
any
supplement to the Final Prospectus is filed with the Commission and
at
the Closing Date, (i) the Registration Statement, as amended as of
any
such time, and the Final Prospectus, as amended or supplemented as
of
any such time, will comply in all material respects with the Act
and the
respective rules thereunder, (ii) the Registration Statement, as
amended
as of any such time, will not contain any untrue statement of a
material
fact or omit to state any material fact required to be stated
therein or
necessary in order to make the statements therein not misleading,
and
(iii) the Final Prospectus, as amended or supplemented as of any
such
time, will not contain any untrue statement of a material fact or
omit
to state any material fact required to be stated therein or
necessary in
order to make the statements therein, in light of the
circumstances
under which they were made, not misleading; provided, however, that
the
Company makes no representations or warranties as to the
information
contained in or omitted from the Registration Statement or the
Final
Prospectus or any amendment thereof or supplement thereto in
reliance
upon
and in conformity with information furnished in writing to the
Company by or on behalf of the Underwriter specifically for use
in
connection with the preparation of the Registration Statement or
the
Final Prospectus.
(c) The Company has been duly incorporated and is validly
existing as a corporation under the laws of the State of Delaware
and
has corporate and other power and authority to own its properties
and
conduct its business, as now conducted by it, and to enter into
and
perform its obligations under this Agreement and the other
Basic
Documents to which it is a party.
(d) The Company is not aware of (i) any request by the
Commission for any further amendment of the Registration Statement
or
the Basic Prospectus or for any additional information or (ii)
the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement.
(e) This Agreement has been duly authorized, executed and
delivered by the Company, and each of the other Basic Documents to
which
the Company is a party, when delivered by the Company, will have
been
duly authorized, executed and delivered by the Company, and
will
constitute a legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms,
subject,
as to the enforcement of remedies, to applicable bankruptcy,
insolvency,
reorganization, moratorium, receivership and similar laws
affecting
creditors' rights generally and to general principles of equity
(regardless of whether the enforcement of such remedies is
considered in
a proceeding in
equity or at law), and except as rights to indemnity and
contribution hereunder may be limited by federal or state
securities
laws or principles of public policy.
(f) The Company is not, and on the date on which the first bona
fide offer of the Offered Certificates is made will not be, an
"ineligible issuer," as defined in Rule 405 under the Act.
SECTION 3. Purchase, Sale and Delivery of Offered Certificates. On
the
basis of the representations, warranties and agreements herein
contained, but
subject to the terms and conditions herein set forth, the Company
agrees to
issue and sell to the Underwriter, and the Underwriter agrees to
purchase from
the Company, the principal amount of Offered Certificates at the
purchase price
set forth in Schedule I hereto.
The Company will deliver the Offered Certificates to the
Underwriter,
against payment of the purchase price therefor in same day funds
wired to such
bank as may be designated by the Company, or by such other manner
of payment as
may be agreed upon by the Company and the Underwriter, at the
offices of
Cadwalader, Wickersham & Taft LLP, New York, New York at 10:00
A.M., Eastern
time, on October 30, 2006 or at such other place or time not later
than seven
full business days thereafter as the Underwriter and the Company
determine, such
time being referred to herein as the "Closing Date."
The Offered Certificates so to be delivered will be in such
denominations and registered in such names as the Underwriter
requests two full
business days prior to the Closing Date and will be made available
at the office
of Banc of America Securities LLC, Charlotte, North Carolina or,
upon the
Underwriter's request, through the facilities of The Depository
Trust Company.
SECTION 4. Offering by the Underwriter.
(a) It is understood that the Underwriter proposes to offer the
Offered Certificates subject to this Agreement for sale to the
public
(which may include selected dealers) on the terms as set forth in
the
Final Prospectus.
(b) The Underwriter represents and warrants to, and agrees
with,
the Company, that:
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant
Member
State"), it has not made and will not make an offer of Certificates
to the
public in that Relevant Member State prior to the publication of a
prospectus in
relation to the Offered Certificates which has been approved by the
competent
authority in that Relevant Member State or, where appropriate,
approved in
another Relevant Member State and notified to the competent
authority in that
Relevant Member State, all in accordance with the Prospectus
Directive, except
that it may, with effect from and including the relevant
implementation date,
make an offer of Certificates to the public in that Relevant Member
State at any
time:
(i) to legal entities which are authorized or regulated to operate
in
the
financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities;
(ii) to any legal entity which has two or more of (1) an average of
at
least 250 employees during the last financial year; (2) a total
balance
sheet of more than (euro)43,000,000 and (3) an annual net turnover
of more
than
(euro)50,000,000, as shown in its last annual or consolidated
accounts; or
(iii) in any other circumstances which do not require the
publication
by
the issuer of a prospectus pursuant to Article 3 of the
Prospectus
Directive.
For the purposes of this representation, the expression an
"offer
of Certificates to the public" in relation to any Offered
Certificates in any
Relevant Member State means the communication in any form and by
any means of
sufficient information on the terms of the offer and the
Certificates to be
offered so as to enable an investor to decide to purchase or
subscribe the
Certificates, as the same may be varied in that Member State by any
measure
implementing the Prospectus Directive in that Member State and the
expression
"Prospectus Directive" means the European Commission Directive
2003/71/EC and
includes any relevant implementing measure in each Relevant Member
State.
It has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or
inducement to
engage in investment activity (within the meaning of Section 21 of
the United
Kingdom Financial Services and Markets Act 2000 (the "FSMA"))
received by it in
connection with the issue or sale of the Certificates in
circumstances in which
Section 21(1) of the FSMA does not apply to the issuer.
It has complied and will comply with all applicable provisions
of
the FSMA with respect to anything done by it in relation to the
Offered
Certificates in, from or otherwise involving the United
Kingdom.
SECTION 5. Covenants of the Company. The Company hereby covenants
and
agrees with the Underwriter that:
(a) Prior to the termination of the offering of the Offered
Certificates, the Company will not file any amendment of the
Registration Statement or supplement (including the Final
Prospectus) to
the Basic Prospectus unless the Company has furnished the
Underwriter a
copy for its review prior to filing and will not file any such
proposed
amendment or supplement to which the Underwriter reasonably
objects.
Subject to the foregoing sentence, the Company will cause the
Final
Prospectus to be filed with the Commission pursuant to Rule 424.
The
Company will advise the Underwriter promptly (i) when the Final
Prospectus shall have been filed with the Commission pursuant to
Rule
424, (ii) when any amendment to the Registration Statement relating
to
the Offered Certificates shall have become effective, (iii) of
any
request by the
Commission for any amendment of the Registration
Statement or amendment of or supplement to the Final Prospectus or
for
any additional information, (iv) of the issuance by the Commission
of
any stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any proceeding for
that
purpose and (v) of the receipt by the Company of any notification
with
respect to the suspension of the qualification of the Offered
Certificates for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will
use its
best efforts to prevent the issuance of any such stop order and,
if
issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Offered
Certificates is required to be delivered under the Act, any event
occurs
as a result of which the Final Prospectus as then amended or
supplemented would include any untrue statement of a material fact
or
omit to state any material fact necessary to make the
statements
therein, in light of the circumstances under which they were made,
not
misleading, or if it shall be necessary to amend or supplement the
Final
Prospectus to comply with the Act or the Exchange Act or the
respective
rules thereunder, the Company promptly will prepare and file with
the
Commission, subject to the first sentence of paragraph (a) of
this
Section 5, an amendment or supplement which will correct such
statement
or omission or an amendment which will effect such compliance and
will
use its best efforts to cause any required post-effective amendment
to
the Registration Statement containing such amendment to be made
effective as soon as possible.
(c) The Company will furnish to the Underwriter and counsel for
the Underwriter, without charge, executed copies of the
Registration
Statement (including exhibits thereto) and each amendment thereto
which
shall become effective on or prior to the Closing Date and, so long
as
delivery of a prospectus by the Underwriter or dealer may be
required by
the Act, as many copies of the Final Prospectus and any
amendments
thereof and supplements thereto as the Underwriter may
reasonably
request. The Company will pay the expenses of printing all
documents
relating to the initial offering.
(d) The Company will furnish such information as may be
required
and otherwise cooperate in qualifying the Offered Certificates for
sale
under the laws of such jurisdictions as the Underwriter may
reasonably
designate and to maintain such qualifications in effect so long
as
required for the distribution of the Offered Certificates;
provided,
however, that the Company shall not be required to qualify to
do
business in any jurisdiction where it is not now so qualified or to
take
any action which would subject it to general or unlimited service
of
process in any jurisdiction where it is not now so subject.
SECTION 6. Conditions to the Obligations of the Underwriter.
The
obligation of the Underwriter to purchase the Offered Certificates
shall be
subject to the accuracy of the representations and warranties on
the part of the
Company contained herein as of the date hereof, as of the date of
the
effectiveness of any amendment to the Registration Statement filed
prior to the
Closing Date (including the filing of any document incorporated by
reference
therein) and as of the Closing Date, to the accuracy of the
statements of the
Company made in any certificates delivered pursuant to the
provisions hereof, to
the performance by the Company of its obligations hereunder and to
the following
additional conditions:
(a) The Underwriter shall have received from
PricewaterhouseCoopers LLP (i) a letter, dated the date hereof,
confirming that they are independent public accountants within
the
meaning of the Act and the rules and regulations of the
Commission
promulgated thereunder and otherwise in form and substance
reasonably
satisfactory to the Underwriter and counsel to the Underwriter and
(ii)
if requested by the Underwriter, a letter dated the Closing
Date,
updating the letter referred to in clause (i) above, in form
and
substance reasonably satisfactory to the Underwriter and counsel
for the
Underwriter.
(b) All actions required to be taken and all filings required
to
be made by the Company under the Act prior to the sale of the
Offered
Certificates shall have been duly taken and made. At and prior to
the
Closing Date, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings
for
that purpose shall have been instituted, or to the knowledge of
the
Company or the Underwriter, shall have been contemplated by the
Commission.
(c) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred (i) any change, or any
development
involving a prospective change, in or affecting particularly
the
business or properties of the Company or the Servicer which, in
the
reasonable judgment of the Underwriter, materially impairs the
investment quality of the Offered Certificates; (ii) any
downgrading in
the rating of the Servicer by any "nationally recognized
statistical
rating organization" (as such term is defined for purposes of
Rule
436(g) under the Act), or any public announcement that any such
organization has under surveillance or review its rating of the
Servicer
(other than an announcement with positive implications of a
possible
upgrading, and no implication of a possible downgrading, of
such
rating); (iii) any suspension or limitation of trading in
securities
generally on the New York Stock Exchange, or any setting of
minimum
prices for trading on such exchange; (iv) any banking
moratorium
declared by federal, North Carolina or New York authorities; or (v)
any
outbreak or escalation of major hostilities in which the United
States
is involved, any declaration of war by Congress or any other
substantial
national or international calamity or emergency if, in the
reasonable
judgment of the Underwriter, the effects of any such outbreak,
escalation, declaration, calamity or emergency makes it impractical
or
inadvisable to proceed with completion of the sale of and payment
for
the Offered Certificates.
(d) The Underwriter shall have received a certificate dated the
Closing Date of an executive officer of the Company in which
such
officer shall state that, to the best of such officer's knowledge
after
reasonable inspection, (i) the representations and warranties of
the
Company contained in the Basic Documents are true and correct with
the
same force and effect as if made on the Closing Date and (ii)
the
Company has complied with all agreements and satisfied all
conditions on
its part to be performed or satisfied hereunder at or prior to
the
Closing Date.
(e) The Underwriter shall have received an opinion of counsel
for the Company, which may be an opinion of in-house counsel to
the
Company, dated the Closing Date, in form and substance satisfactory
to
the Underwriter and counsel for the Underwriter.
(f) The Underwriter shall have received a certificate of an
executive officer of BANA, dated as of the Closing Date, to the
effect
that, to the best of such officer's knowledge, (i) the
representations
and warranties contained in the Mortgage Loan Purchase Agreement
are
true and correct with the same force and effect as though made on
and as
of the Closing Date and (ii) such officer has reviewed the
Final
Prospectus as amended or supplemented to the Closing Date and
nothing
has come to such officer's attention that would lead such officer
to
believe that the Final Prospectus as amended or supplemented,
insofar as
it relates to BANA or the Mortgage Loans originated or acquired by
BANA,
contains
any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein,
in
light of the circumstances under which they were made, not
misleading.
(g) The Underwriter shall have received an opinion of counsel
for BANA, which may be an opinion of in-house counsel to BANA,
dated the
Closing Date, in form and substance satisfactory to the Underwriter
and
counsel for the Underwriter.
(h) The Underwriter shall have received an opinion of
Cadwalader, Wickersham & Taft LLP, special counsel to the
Company, which
opinion may rely on, and assume the accuracy of, the opinions
described
in paragraphs (e) and (g) above, dated the Closing Date, in form
and
substance satisfactory to the Underwriter and counsel for the
Underwriter.
(i) The Underwriter shall have received copies of any opinions
of counsel for the Company that the Company is required to deliver
to
any Rating Agency. Any such opinions shall be dated the Closing
Date and
addressed to the Underwriter or accompanied by reliance letters
addressed to the Underwriter.
(j) The Underwriter shall have received from Cadwalader,
Wickersham & Taft LLP, special counsel for the Underwriter, a
letter
dated the Closing Date with respect to the Final Prospectus,
substantially to the effect that nothing has come to such
counsel's
attention in the course of its review of the Final Prospectus
which
causes it to believe that the Final Prospectus, as of the date of
the
Prospectus Supplement or the Closing Date, contained any untrue
statement of a material fact or omitted to state a material
fact
required to be stated therein or necessary to make the
statements
therein, in the light of the circumstances under which they were
made,
not misleading; it being understood that such counsel need not
express
any view as to any information incorporated by reference in the
Final
Prospectus or as to the adequacy or accuracy of the financial,
numerical, statistical or quantitative information included in the
Final
Prospectus.
(k) The Underwriter shall have received an opinion of
reasonably
acceptable counsel to the Trustee, dated the Closing Date, in form
and
substance satisfactory to the Underwriter and counsel for the
Underwriter.
(l) On
