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Underwriting Agreement

 

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Title:

Underwriting Agreement

Entities:

Banc of America Funding 2006-1 Trust; Banc of America Securities LLC; U.S. Bank, NA; Washington Mutual Bank, FA; Wells Fargo Bank, NA; Bank of America, NA

Date:

2006

Size:

Preview shows 6KB of 94KB total

Price:

$44

ID:

#1734623

 

 

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                       BANC OF AMERICA FUNDING CORPORATION

                                  $479,549,013
                                  (Approximate)

                       Mortgage Pass-Through Certificates,
                                  Series 2006-1

                                January 30, 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") $479,549,013 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
set forth in Schedule I (subject to an upward or downward variance, not to
exceed 5%, of the precise initial Class Certificate Balance within such range to
be determined by the Company in its sole discretion). The Offered Certificates,
together with six 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 January 31, 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 January 31, 2006 (the "Pooling Agreement"), among the
Company, as depositor, Wells Fargo Bank, N.A., as master servicer (the "Master
Servicer") and as securities administrator (the "Securities Administrator"), 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 Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the
purchase agreement, to be dated January 31, 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 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") with such changes to the form of prospectus which
     appears in the Registration Statement as are necessary to comply with the
     requirements of Regulation AB under the Act (17 C.F.R. Subpart 229, Items
     1100-1123) 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


 

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