EXHIBIT 1.1
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-8
$504,803,622
(Approximate)
Mortgage Pass-Through Certificates,
Series 2006-8
October 27, 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"), $504,803,622 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 or
Initial
Notional Amount 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 a
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 or before the Closing Date, the Underwriter shall have
received
evidence satisfactory to it that each class of Offered
Certificates has been given the ratings set forth on Schedule I
hereto.
(m) At the Closing Date, the Certificates and the Pooling
Agreement
will
conform in all material respects to the descriptions thereof
contained
in the Final Prospectus.
(n) The Underwriter shall not have discovered and disclosed to
the
Company on
or prior to the Closing Date that the Registration Statement or
the Final
Prospectus or any amendment or supplement thereto contains an
untrue
statement of a fact or omits to state a fact which, in the
opinion
of counsel
to the Underwriter, is material and is required to be stated
therein or
is necessary to make the statements therein not misleading.
(o) All corporate proceedings and other legal matters relating
to
the
authorization, form and validity
