EXECUTION COPY
BANC OF AMERICA FUNDING CORPORATION
$703,475,133
(Approximate)
Mortgage Pass-Through Certificates,
Series 2006-5
September 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 Funding Corporation, a
Delaware
corporation (the "Company"), proposes to sell to Banc of America
Securities LLC
("BAS" or the "Underwriter") $703,475,133 aggregate Class
Certificate Balance of
its Mortgage Pass-Through Certificates identified in Schedule I
hereto (the
"Offered Certificates") having the aggregate 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 approximately 240 to approximately
360 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"), dated September 28, 2006, by and between the Company,
as purchaser
and Bank of America, National Association, as seller. 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 multiple separate real estate mortgage investment conduits
(each, a "REMIC").
The Certificates are to be issued pursuant to a pooling and
servicing agreement,
dated September 28, 2006 (the "Pooling and Servicing Agreement"),
among the
Company, as depositor, Wells Fargo Bank, N.A., as securities
administrator (the
"Securities Administrator"), CitiMortgage, Inc., as master servicer
(the "Master
Servicer") and U.S. Bank National Association, as trustee (the
"Trustee"). The
Offered Certificates will be
issued in the denominations specified in Schedule I. The Pooling
and Servicing
Agreement, this Agreement, the Mortgage Loan Purchase Agreement and
the purchase
agreement, to be dated September 28, 2006, between BAS, as
purchaser and the
Company (the "Purchase Agreement") 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 and Servicing
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 Form S-3 (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)(l)
under the Act and complies in all other material respects with Rule
415(a)(1). 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 a revised form of prospectus (the
"Revised
Basic Prospectus") and has previously advised you 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, as revised by the Revised Basic
Prospectus,
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) At or prior to the filing dates set forth in Schedule II hereto
(the "Relevant Dates"), the Company prepared the information
(collectively,
the "Disclosure Package") listed in Schedule II hereto. If,
subsequent to
the date of this Agreement, the Company or the Underwriter has
determined
that such information included an untrue statement of material fact
or
omitted to state a material fact necessary in order to make the
statements
therein, in the light of the circumstances under which they were
made, not
misleading and
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have terminated their old purchase contracts and entered into new
purchase
contracts with purchasers of the Offered Certificates, then
"Disclosure
Package" will refer to the information available to purchasers at
the time
of entry into the first such new purchase contract, including any
information that corrects such material misstatements or omissions
("Corrective Information").
(c) 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.
(d) Each item in the Disclosure Package, at the related Relevant
Date
did not, and at the Closing Date will not, contain any untrue
statement of
a material fact or omit to state a material fact necessary in order
to make
the statements therein, in the light of the circumstances under
which they
were made, not misleading; provided that the Company makes no
representation and warranty with respect to the information
contained in or
omitted from the Disclosure Package 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 Disclosure Package.
(e) 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.
(f) 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
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suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose by the Commission.
(g) 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.
(h) 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.
(i) On the Closing Date, the Basic Documents will conform to the
description thereof contained in the Registration Statement, the
Final
Prospectus and the Disclosure Package; the Offered Certificates
will have
been duly and validly authorized and, when such Offered
Certificates are
duly and validly executed, issued and delivered in accordance with
the
Pooling and Servicing Agreement, and sold to the Underwriter as
provided
herein, will be validly issued and outstanding and entitled to the
benefits
of the Pooling and Servicing Agreement.
(j) As of the Closing Date, the representations and warranties of
the
Company set forth in the Pooling and Servicing Agreement will be
true and
correct.
(k) Neither the execution and delivery by the Company of this
Agreement or any other of the Basic Documents nor the consummation
by the
Company of the transactions contemplated herein or therein, nor the
issuance of the Offered Certificates or the public offering thereof
as
contemplated in the Final Prospectus or the Disclosure Package will
conflict in any material respect with or result in a material
breach of, or
constitute a material default (with notice or passage of time or
both)
under, or result in the imposition of any lien, pledge, charge, of
the
property or assets of the Company (except as required or permitted
pursuant
thereto or hereto), pursuant to any material mortgage, indenture,
loan
agreement, contract or other instrument to which the Company is
party or by
which it is bound, nor will such action result in any violation of
any
provisions of any applicable law, administrative regulation or
administrative or court decree, the certificate of incorporation or
by-laws
of the Company. The Company is not in violation of its certificate
of
incorporation, in default in any material respect in the
performance or
observance of any material obligation, agreement, covenant or
condition
contained in any contract, indenture, mortgage, loan agreement,
note,
lease, trust agreement, transfer and servicing agreement or other
instrument to which a party or by
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which it may be bound, or to which any material portion of its
property or
assets is subject.
(l) No legal or governmental proceedings are pending to which the
Company is a party or of which any property of the Company is
subject,
which if determined adversely to the Company would, individually or
in the
aggregate, have a material adverse effect on the financial
position,
stockholders' equity or results of operations of the Company; and
to the
best of the Company's knowledge, no such proceedings are threatened
or
contemplated by governmental authorities or threatened by others.
(m) Since the date of which information is given in the
Registration
Statement, there has not been any material adverse change in the
business
or net worth of the Company.
(n) Any taxes, fees and other governmental charges in connection
with
the execution and delivery of the Basic Documents and the
execution,
delivery and sale of the Offered Certificates have been or will be
paid at
or prior to the Closing Date.
(o) No consent, approval, authorization or order of, or
registration,
filing or declaration with, any court or governmental agency or
body is
required, or will be required, in connection with (i) the execution
and
delivery by the Company of any Basic Document or the performance by
the
Company of any or (ii) the offer, sale or delivery of the Offered
Certificates except such as shall have been obtained or made, as
the case
may be, or will be obtained or made, as the case may be, prior to
the
Closing Date, or will not materially adversely affect the ability
of the
Company to perform its obligations under any Basic Document.
(p) The Company possesses, and will possess, all material licenses,
certificates, authorities or permits issued by the appropriate
state,
federal or foreign regulatory agencies or bodies necessary to
conduct the
business now conducted by it and as described in the Preliminary
Prospectus, if any, Final Prospectus and the Disclosure Package,
except to
the extent that the failure to have such licenses, certificates,
authorities or permits does not have a material adverse effect on
the
Offered Certificates or the financial condition of the Company, and
the
Company has not received, nor will have received as of each Closing
Date,
any notice of proceedings relating to the revocation or
modification of any
such license, certificate, authority or permit which, singly or in
the
aggregate, if the subject of an unfavorable decision, ruling or
finding,
would materially and adversely affect the conduct of its business,
operations or financial condition.
(q) On the Closing Date, (i) the Company will have good and
marketable
title to the related Mortgage Loans being transferred by it to the
Trust
pursuant thereto, free and clear of any lien, (ii) the Company will
not
have assigned to any person any of its right, title or interest in
such
Mortgage Loans or in the Pooling and Servicing Agreement, and (iii)
the
Company will have the power and authority to sell such Mortgage
Loans to
the Trust, and upon execution and delivery of the Pooling and
Servicing
Agreement by the Trustee, the Company, the Master Servicer and the
Securities Administrator, the Trust will have good and marketable
title
thereto, in each case free of liens.
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(r) The properties and businesses of the Company conform, and will
conform, in all material respects, to the descriptions thereof
contained in
the Final Prospectus and the Disclosure Package.
(s) The Company is not, and, after giving effect to the
transactions
contemplated by the Pooling and Servicing Agreement and the
offering and
sale of the Offered Certificates, neither the Company nor the Trust
Fund
will be, an "investment company," as defined in the Investment
Company Act
of 1940, as amended.
(t) It is not necessary in connection with the offer, sale and
delivery of the Offered Certificates in the manner contemplated by
this
Agreement to qualify the Pooling and Servicing Agreement under the
Trust
Indenture Act of 1939, as amended (the "1939 Act").
(u) Other than the Final Prospectus, the Company (including its
agents
and representatives other than the Underwriter) has not made, used,
prepared, authorized, approved or referred to and will not make,
use,
prepare, authorize, approve or refer to any "written communication"
(as
defined in Rule 405 under the Act) that constitutes an offer to
sell or
solicitation of an offer to buy the Offered Certificates other than
(i)
information included in the Disclosure Package, (ii) any document
not
constituting a prospectus pursuant to Section 2(a)(10)(a) of the
Act or
Rule 134 under the Act or (iii) other written communication
approved in
writing in advance by the Underwriter.
(v) Any Issuer Free Writing Prospectus included in the Disclosure
Package complied in all material respects with the Act and has
been, or
will be filed in accordance with Rule 433 under the Act (to the
extent
required thereby).
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 aggregate Class Certificate Balance of the 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 applicable 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 Hunton & Williams LLP, Charlotte, North Carolina, at
10:00 A.M.,
Eastern time, on September 28, 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 offices
of Banc of
America Securities LLC, Charlotte, North Carolina or, upon the
Underwriter's
request, through the facilities of The Depository Trust Company.
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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 Offered Certificates in
circumstances
in which Section 21(1) of the FSMA does not apply to the issuing
entity.
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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
their 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 dealers 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,
8
provided that any additional expenses incurred in connection with
the
requirement of delivery of a market-making prospectus, if
applicable, will
be borne by the Underwriter.
(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
obligations 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 Deloitte & Touche
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, any Servicer or the Master Servicer which, in the
reasonable judgment of the Underwriter, materially impairs the
investment
quality of the Offered Certificates; (ii) any downgrading in the
ratings of
the securities of any Servicer or the Master 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 ratings of
any
securities of any Servicer or the Master 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
9
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 reasonably
acceptable counsel to the Master Servicer and counsel to the
Securities
Administrator, dated the Closing Date, in form and substance
satisfactory
to the Underwriter and counsel for the Underwriter.
(f) The Underwriter shall have received an opinion of Hunton &
Williams LLP, special counsel to the Company and Bank of America,
National
Association, dated the Closing Date, in form and substance
satisfactory to
the Underwriter and counsel for the Underwriter.
(g) 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.
(h) The Underwriter shall have received from Hunton & Williams
LLP,
special counsel to the Underwriter, a letter addressed to the
Underwriter
dated the Closing Date with respect to the Final Prospectus,
substantially
to the effect that no facts have 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.
10
(i) 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.
(j) At the Closing Date, the Certificates and the Pooling and
Servicing Agreement will conform in all material respects to the
descriptions thereof contained in the Final Prospectus.
(k) 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.
(l) All corporate proceedings and other legal matters relating to
the
authorization, form and validity of this Agreement, the Pooling and
Servicing Agreement, the Mortgage Loan Purchase Agreement, the
Certificates, the Registration Statement and the Final Prospectus,
and all
other legal matters relating to this Agreement and the transactions
contemplated hereby, shall be reasonably satisfactory in all
respects to
counsel for the Underwriter, and the Company shall have furnished
to such
counsel all documents and information that they may reasonably
request to
enable them to pass upon such matters.
(m) The Underwriter shall have received a certificate (upon which
Hunton & Williams LLP shall be entitled t
