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Underwriting Agreement

 

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Title:

Underwriting Agreement

Entities:

Morgan Stanley Hedge Fund Partners LP

Date:

2007

Size:

Preview shows 7KB of 99KB total

Price:

$55

ID:

#2860988

 

 

► Financing ► Underwriting Agreements

 

 

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                       BANC OF AMERICA FUNDING CORPORATION


$883,792,950
(Approximate)

Mortgage Pass-Through Certificates,
Series 2007-3

April 30, 2007

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") approximately $883,792,950 aggregate Class
Certificate Balance 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 Balances or Initial Notional Amounts). The Offered
Certificates, together with the Class X-B-4, X-B-5, X-B-6, 3-B-4, 3-B-5, 3-B-6,
CE and P 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 120 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 April 30,
2007, 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 certain of 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 April 30, 2007
(the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S.
Bank National Association, as trustee (the "Trustee"), Washington Mutual
Mortgage Securities Corp., as a master servicer (the "WMMSC Master Servicer")


1
{PAGE}

and Wells Fargo Bank, N.A., as a master servicer (the "WF Master Servicer" and,
together with the WMMSC Master Servicer, the "Master Servicers") and as
securities administrator (the "Securities Administrator"). 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 April 30, 2007, by and 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

 

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