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EXECUTION COPY
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BANC OF AMERICA FUNDING CORPORATION
$713,655,943
(Approximate)
Mortgage Pass-Through Certificates,
Series 2006-6
September 27, 2006
UNDERWRITING AGREEMENT
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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") $713,655,943 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 (or, with
respect to each
class of Exchangeable REMIC or Exchangeable Certificates, the
Maximum Initial
Class Certificate Balance or Maximum Initial Notional Amount) 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 (or, with
respect to each class of Exchangeable REMIC or Exchangeable
Certificates, the
Maximum Initial Class Certificate Balance or Maximum 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.
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(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 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
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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 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
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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 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
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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.
(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."
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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.
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
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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.
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
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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, 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
9
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
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 an opinion of
reasonably
acceptable counsel to the Securities Administrator, dated the
Closing
Date, each 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
10
Final Prospectus.
(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 matter
