Underwriting Agreement

Exhibit 10.1 BANC OF AMERICA FUNDING CORPORATION $1,091,019,100 (Approximate) Mortgage Pass-Through Certificates, Series 2006-A January 27, 2006 UNDERWRITING AGREEMENTBanc of America Securities LLC214 North Tryon StreetCharlotte, North Carolina 28255Ladies and Gentlemen: SECTION 1. Introductory. Banc of America Funding Corporation, a Delawarecorporation (the "Company"), proposes to sell to Banc of America Securities LLC("BAS" or the "Underwriter") $1,091,019,100 aggregate Class Certificate Balanceof its Mortgage Pass-Through Certificates identified in Schedule I hereto (the"Offered Certificates") having the aggregate initial Class Certificate Balancesset forth in Schedule I (subject to an upward or downward variance, not toexceed 5%, of the precise initial Class Certificate Balance within such range tobe determined by the Company in its sole discretion). The Offered Certificates,together with nine classes of subordinate certificates (the "Non-OfferedCertificates") are collectively referred to herein as the "Certificates" andevidence the entire ownership interest in the assets of a trust estate (the"Trust Estate") consisting primarily of a pool of variable interest ratemortgage loans having original terms to maturity of approximately 341 toapproximately 360 months as described in Schedule I (the "Mortgage Loans") to beacquired by the Company pursuant to a mortgage loan purchase agreement (the"Mortgage Loan Purchase Agreement"), dated January 31, 2006 by and between theCompany, as purchaser and Bank of America, National Association, as seller. Asof 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 principalbalance set forth in Schedule I. This Underwriting Agreement shall hereinafterbe referred to as the "Agreement." Elections will be made to treat the assets ofthe Trust Estate as multiple separate real estate mortgage investment conduits(each, a "REMIC"). The Certificates are to be issued pursuant to a pooling andservicing agreement, dated January 31, 2006 (the "Pooling Agreement"), among theCompany, as depositor, Wells Fargo Bank, N.A., as master servicer (the "MasterServicer") and as securities administrator (the "Securities Administrator"), andU.S. Bank National Association, as trustee (the "Trustee"). The OfferedCertificates will be issued in the denominations specified in Schedule I. ThePooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and thepurchase agreement, to be dated January 31, 2006, by and between BAS, as purchaser, and the Company (the "Purchase Agreement") arecollectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein havethe meanings assigned thereto in the Pooling Agreement. SECTION 2. Representations and Warranties of the Company. The Companyrepresents 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 be, and deemed to be incorporated therein by reference. (b) At or prior to the time when sales to investors of the Securities were first made, as set forth in Schedule I hereto (the "Pricing Date"), the Company had prepared the information (collectively, the "Disclosure Package") listed in Schedule III 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 2 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 Securities, 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) The Disclosure Package, at the Pricing 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 3 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. 4 (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 Securities will have been duly and validly authorized and, when such Securities are duly and validly executed, issued and delivered in accordance with the Pooling Agreement, and sold to the Underwriter as provided herein, will be validly issued and outstanding and entitled to the benefits of the Pooling Agreement. (j) As of the Closing Date, the representations and warranties of the Company set forth in the Pooling 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 Securities 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 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 Securities 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 5 the Securities 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 Securities 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 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 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 Agreement and the offering and sale of the Securities, 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 Securities in the manner contemplated by this Agreement to qualify the Pooling 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 Securities 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. 6 (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 thebasis of the representations, warranties and agreements herein contained, butsubject to the terms and conditions herein set forth, the Company agrees toissue and sell to the Underwriter, and the Underwriter agrees to purchase fromthe Company, the aggregate Class Certificate Balance of Offered Certificates setforth in Schedule II hereto, at the applicable purchase price set forth inSchedule I hereto. The Company will deliver the Offered Certificates to the Underwriter,against payment of the applicable purchase price therefor in same day fundswired to such bank as may be designated by the Company, or by such other mannerof payment as may be agreed upon by the Company and the Underwriter, at theoffices of Hunton & Williams LLP, Charlotte, North Carolina, at 10:00 A.M.,Eastern time, on January 31, 2006, or at such other place or time not later thanseven full business days thereafter as the Underwriter and the Companydetermine, such time being referred to herein as the "Closing Date." The Offered Certificates so to be delivered will be in such denominationsand registered in such names as the Underwriter requests two full business daysprior to the Closing Date and will be made available at the offices of Banc ofAmerica Securities LLC, Charlotte, North Carolina or, upon the Underwriter'srequest, through the facilities of The Depository Trust Company. SECTION 4. Offering by the Underwriter. It is understood that theUnderwriter proposes to offer the Offered Certificates subject to this Agreementfor sale to the public (which may include selected dealers) on the terms as setforth in the Final Prospectus. SECTION 5. Covenants of the Company. The Company hereby covenants andagrees 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 7 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, 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. Theobligations of the Underwriter to purchase the Offered Certificates shall besubject to the accuracy of the representations and warranties on the part of theCompany contained herein as of the date hereof, as of the date of theeffectiveness of any amendment to the Registration Statement filed prior to theClosing Date (including the filing of any document incorporated by referencetherein) and as of the Closing Date, to the accuracy of the statements of theCompany made in any certificates delivered pursuant to the provisions hereof, tothe performance by the Company of its obligations hereunder and to the followingadditional conditions: 8 (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, 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 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 Securities Administrator, dated the Closing Date, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. 9 (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 add ...