EXHIBIT 1.1
BANC OF AMERICA ALTERNATIVE LOAN TRUST 2006-6
$305,688,755
(Approximate)
Mortgage Pass-Through Certificates,
Series 2006-6
June 28, 2006
UNDERWRITING AGREEMENT
Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
SECTION 1. Introductory. Banc of America Mortgage Securities, Inc., a
Delaware corporation (the "Company"), proposes to sell to Banc of America
Securities LLC (the "Underwriter"), $305,688,755 principal amount of its
Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered
Certificates") having the Initial Class Certificate Balances or Initial Notional
Amounts (or, with respect to each class of Exchangeable REMIC Certificates or
Exchangeable Certificates, the Maximum Initial Class Certificate Balance or
Maximum Initial Notional Amount, as applicable) 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 Certificates or Exchangeable Certificates, the
Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount, as
applicable) 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 not more than 480 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"), to be dated June
29, 2006, between the Company and Bank of America, National Association
("BANA"). 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 three separate real estate mortgage investment
conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a
pooling and servicing agreement, to be dated June 29, 2006 (the "Pooling
Agreement"), among the Company, as depositor, BANA, as servicer (the
"Servicer"), and ▇▇▇▇▇ Fargo Bank, N.A., 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 June 29, 2006, among Banc of America Securities
LLC, as Purchaser, the Company and BANA, 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 such Form (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)(1) under the Act and complies
in all other material respects with said Rule. 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 has previously advised the Underwriter 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 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) 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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
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 principal amount of Offered Certificates at a purchase price
set forth in Schedule I hereto.
The Company will deliver the Offered Certificates to the Underwriter,
against payment of the 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
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York, New York at 10:00 A.M., Eastern
time, on June 29, 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 office
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 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 Certificates in circumstances in which
Section 21(1) of the FSMA does not apply to the issuer.
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 its 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 dealer
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.
(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
obligation 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
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 or the Servicer
which, in the reasonable judgment of the Underwriter, materially
impairs the investment quality of the Offered Certificates; (ii) any
downgrading in the rating of the 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 rating of the
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 counsel
for the Company, which may be an opinion of in-house counsel to the
Company, dated the Closing Date, in form and substance satisfactory to
the Underwriter and counsel for the Underwriter.
(f) The Underwriter shall have received a certificate of an
executive officer of ▇▇▇▇, dated as of the Closing Date, to the effect
that, to the best of such officer's knowledge, (i) the representations
and warranties contained in the Mortgage Loan Purchase Agreement are
true and correct with the same force and effect as though made on and
as of the Closing Date and (ii) such officer has reviewed the Final
Prospectus as amended or supplemented to the Closing Date and nothing
has come to such officer's attention that would lead such officer to
believe that the Final Prospectus as amended or supplemented, insofar
as it relates to BANA or the Mortgage Loans originated or acquired by
BANA, contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
(g) The Underwriter shall have received an opinion of counsel
for ▇▇▇▇, which may be an opinion of in-house counsel to ▇▇▇▇, dated
the Closing Date, in form and substance satisfactory to the Underwriter
and counsel for the Underwriter.
(h) The Underwriter shall have received an opinion of
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company,
which opinion may rely on, and assume the accuracy of, the opinions
described in paragraphs (e) and (g) above, dated the Closing Date, in
form and substance satisfactory to the Underwriter and counsel for the
Underwriter.
(i) 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.
(j) The Underwriter shall have received from Cadwalader,
▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Underwriter, a letter
dated the Closing Date with respect to the Final Prospectus,
substantially to the effect that nothing has 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.
(k) The Underwriter shall have received an opinion of
reasonably acceptable counsel to the Trustee, dated the Closing Date,
in form and substance satisfactory to the Underwriter and counsel for
the Underwriter.
(l) 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.
(m) At the Closing Date, the Certificates and the Pooling
Agreement will conform in all material respects to the descriptions
thereof contained in the Final Prospectus.
(n) 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.
(o) All corporate proceedings and other legal matters relating
to the authorization, form and validity of this Agreement, the Pooling
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.
The Company will provide or cause to be provided to the Underwriter
such conformed copies of such opinions, certificates, letters and documents as
the Underwriter may reasonably request.
All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriter.
If any condition specified in this Section 6 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Underwriter by notice to the Company at any time at or prior to the
Closing Date, and such termination shall be without liability of any party to
any other party except as provided in Section 7.
SECTION 7. Reimbursement of the Underwriter's Expenses. If the sale of
the Offered Certificates provided for herein is not consummated because any
condition to the obligations of the Underwriter set forth in Section 6 hereof is
not satisfied or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof
other than by reason of a default by the Underwriter, the Company will reimburse
the Underwriter upon demand for all out-of-pocket expenses (including reasonable
fees and disbursements of counsel) that shall have been reasonably incurred by
it in connection with the proposed purchase and sale of the Offered
Certificates.
SECTION 8. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless the Underwriter
and BANA and any person who controls the Underwriter or BANA within the meaning
of either the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, to which they may become subject under the Act, the
Exchange Act or other federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) (i) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement for the registration of the Offered Certificates as
originally filed or in any amendment thereof, or in the Basic Prospectus or the
Final Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading or (ii) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Free Writing
Prospectus (as defined in Section 11(a)) prepared by the Company or arise out of
or are based upon the omission or alleged omission to state therein a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, in either case, at the time at which
an investor in the Offered Certificates enters into a contract of sale for the
Offered Certificates, or if such contract of sale is subsequently terminated and
a new contract of sale is entered into by mutual agreement between such investor
and the Underwriter, such time at which the new contract of sale is entered into
(such time, the "Time of Sale"), to the person asserting a claim, when
considered in conjunction with all information with respect to the offering of
the Offered Certificates which has been conveyed to such investor at the Time of
Sale, and the Company agrees to reimburse the Underwriter and BANA and each such
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the Underwriter or ▇▇▇▇ specifically for use in connection with the preparation
thereof. This indemnity agreement will be in addition to any liability which the
Company may otherwise have.
(b) The Underwriter agrees to indemnify and hold harmless the Company,
each of its directors, each of its officers who signs the Registration Statement
and BANA and each person who controls the Company or BANA within the meaning of
either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to the Underwriter and BANA, but only with reference
to (A) written information relating to the Underwriter furnished to the Company
by or on behalf of the Underwriter specifically for use in the preparation of
the documents referred to in the foregoing indemnity, or (B) any Free Writing
Prospectus (as defined in Section 11(a)) prepared by or on behalf of the
Underwriter, except that no such indemnity shall be available for any losses,
claims, damages or liabilities, or actions in respect thereof resulting from any
error in any Issuer Information (as defined in Section 11(b)) (an "Issuer
Error") furnished by BANA to the Underwriter in writing or by electronic
transmission that was used in the preparation of any Free Writing Prospectus,
other than an Issuer Error as to which, prior to the Time of Sale of the Offered
Certificates to the person asserting a claim, BANA notified the Underwriter in
writing of the Issuer Error or provided in written or electronic form
information superseding or correcting such Issuer Error (in any such case, a
"Corrected Issuer Error"). This indemnity agreement will be in addition to any
liability which the Underwriter may otherwise have. The Company and BANA
acknowledge that the statements set forth in the Prospectus Supplement in the
first sentence of the last paragraph on the cover page and in the second, third
and fifth paragraphs under the heading "Method of Distribution" constitute the
only information furnished in writing by or on behalf of the Underwriter for
inclusion in the documents referred to in the foregoing indemnity.
(c) ▇▇▇▇ agrees to indemnify and hold harmless the Company, each of its
directors, each of its officers who signs the Registration Statement, the
Underwriter and each person who controls the Company or the Underwriter within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to the Underwriter and BANA, but only with
reference to (A) written information relating to BANA or the Mortgage Loans
furnished to the Company by or on behalf of ▇▇▇▇ specifically for use in the
preparation of the documents referred to in the foregoing indemnity and (B) any
Issuer Error, other than a Corrected Issuer Error. The Company and the
Underwriter acknowledge that the statements set forth under the headings "The
Mortgage Pool," "Static Pool Information," "The Sponsor" or "The Servicer" in
the Prospectus Supplement or "The Sponsor," "The Mortgage Loan Programs" or
"Servicing of the Mortgage Loans," in the Prospectus constitute the only
information furnished in writing by or on behalf of BANA for inclusion in the
documents referred to in the foregoing indemnity.
(d) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 8. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and, to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party;
provided, however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by the Underwriter in the case of
subparagraphs (a) or (c), representing the indemnified parties under
subparagraphs (a) or (c) who are parties to such action), (ii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after notice
of commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to in such clause (i)
or (iii).
(e) To provide for just and equitable contribution in circumstances in
which the indemnification provided for in paragraphs (a), (b) or (c) of this
Section 8 is due in accordance with its terms but is for any reason held by a
court to be unavailable from the Company, the Underwriter or BANA on the grounds
of policy or otherwise, the Company, the Underwriter, or BANA shall contribute
to the aggregate losses, claims, damages and liabilities (including legal or
other expenses reasonably incurred in connection with investigating or defending
same) to which the Company, the Underwriter or BANA may be subject, as follows:
(i) in the case of any losses, claims, damages and liabilities
(or actions in respect thereof) which do not arise out of or are not
based upon any untrue statement or omission of a material fact in any
Free Writing Prospectus, in such proportion as is appropriate to
reflect the relative benefit received by each of the Company, the
Underwriter and BANA; and
(ii) in the case of any losses, claims, damages and
liabilities (or actions in respect thereof) which arise out of or are
based upon any untrue statement or omission of a material fact in any
Free Writing Prospectus, in such proportion as is appropriate to
reflect the relative fault of the Company, the Underwriter and BANA in
connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof)
as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact in such Free
Writing Prospectus results from information prepared by the Company,
the Underwriter or BANA and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission.
Notwithstanding anything to the contrary in this paragraph (e), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 8,
each person who controls the Underwriter within the meaning of either the Act or
the Exchange Act shall have the same rights to contribution as the Underwriter,
each person who controls BANA within the meaning of either the Act or the
Exchange Act shall have the same rights to contribution as BANA and each person
who controls the Company within the meaning of either the Act or the Exchange
Act, and each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the preceding sentence of
this paragraph (e). Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be made against another
party or parties under this paragraph (e), notify such party or parties from
whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be
sought from any other obligation it or they may have hereunder or otherwise than
under this paragraph (e).
SECTION 9. Representations and Indemnities to Survive; No Fiduciary
Duty.
(a) The respective agreements, representations, warranties, indemnities
and other statements of the Company and its respective officers, BANA and of the
Underwriter set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of the
Underwriter, BANA or the Company or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Offered Certificates. The provisions of Sections 7 and 8
hereof and this Section 9 shall survive the termination or cancellation of this
Agreement.
(b) Each of BANA and the Company acknowledges and agrees that in
connection with all aspects of the transactions contemplated herein, BANA, the
Company and their affiliates each have arm's-length business relationships with
the Underwriter and its affiliates that create no fiduciary duty on the part of
the Underwriter or any of its affiliates, and each such party expressly
disclaims any fiduciary relationship.
SECTION 10. Effectiveness of Agreement and Termination. This Agreement
shall become effective upon the execution and delivery hereof by the parties
hereto.
This Agreement shall be subject to termination in the absolute
discretion of the Underwriter, by notice given to the Company prior to delivery
of and payment for the Offered Certificates, if prior to such time (i) trading
in securities generally on the New York Stock Exchange shall have been suspended
or limited or minimum prices shall have been established on such Exchange, (ii)
a banking moratorium shall have been declared by federal authorities or (iii)
there shall have occurred any outbreak or material escalation of hostilities or
other calamity or crisis the effect of which on the financial markets of the
United States is such as to make it, in the reasonable judgment of the
Underwriter, impracticable to market the Offered Certificates.
SECTION 11. Offering Communications; Free Writing Prospectuses.
(a) Unless preceded or accompanied by a prospectus satisfying the
requirements of Section 10(a) of the Act, the Underwriter shall not convey or
deliver any written communication to any person in connection with the initial
offering of the Certificates, unless such written communication (i) is made in
reliance on Rule 134 under the Act, (ii) constitutes a prospectus satisfying the
requirements of Rule 430B under the Act or (iii) constitutes a "free writing
prospectus," as defined in Rule 405 under the Act (a "Free Writing Prospectus").
Without limitation thereby, without the prior written consent of the Company
(which consent may be withheld for any reason), the Underwriter shall not convey
or deliver in connection with the initial offering of the Certificates any "ABS
informational and computational material," as defined in Item 1101(a) of
Regulation AB under the Act ("ABS Informational and Computational Material"), in
reliance upon Rules 167 and 426 under the Act.
(b) (i) The Underwriter shall deliver to the Company, no later
than two business days prior to the date of first use thereof, (A) any Free
Writing Prospectus prepared by or on behalf of the Underwriter that contains any
"issuer information," as defined in Rule 433(h) under the Act ("Issuer
Information"), and (B) any Free Writing Prospectus or portion thereof that
contains only a description of the final terms of the Certificates.
(ii) Notwithstanding the provisions of Section (b)(i),
any Free Writing Prospectus described therein that contains only ABS
Informational and Computational Materials may be delivered by the Underwriter to
the Company not later than the later of (a) two business days prior to the due
date for filing of the Prospectus pursuant to Rule 424(b) under the Act or (b)
the date of first use of such Free Writing Prospectus.
(c) The Underwriter represents and warrants to the Company
that the Free Writing Prospectuses to be furnished to the Company by the
Underwriter pursuant to Section 11(b)(i) or (ii) will constitute all Free
Writing Prospectuses of the type described therein that were furnished to
prospective investors by the Underwriter in connection with its offer and sale
of the Certificates.
(d) The Underwriter represents and warrants to the Company
that each Free Writing Prospectus required to be provided by it to the Company
pursuant to Section 11(b)(i) or (ii) did not, as of the date such Free Writing
Prospectus was conveyed or delivered to any prospective investor, include any
untrue statement of a material fact or omit any material fact required to be
stated therein necessary to make the statements contained therein, in light of
the circumstances under which they were made, not misleading; provided however,
that the Underwriter makes no representation to the extent such misstatements or
omissions were the result of any inaccurate Issuer Information supplied by the
Company to the Underwriter which information was not corrected by information
subsequently supplied by the Company to the Underwriter prior to the sale to the
investor of the Certificates which resulted in a loss, claim, damage or
liability arising out of or based upon such misstatement or omission.
(e) The Company agrees to file with the Commission the
following:
(i) Any Free Writing Prospectus that constitutes an
"issuer free writing prospectus," as defined in Rule 433(h) under the Act;
(ii) Any Free Writing Prospectus or portion thereof
delivered by the Underwriter to the Company pursuant to Section 11(b) hereof;
and
(iii) Any Free Writing Prospectus for which the Company
or any person acting on its behalf provided, authorized or approved information
that is prepared and published or disseminated by a person unaffiliated with the
Company or any other offering participant that is in the business of publishing,
radio or television broadcasting or otherwise disseminating communications.
(f) Any Free Writing Prospectus required to be filed pursuant
to Section 11(e) by the Company shall be filed with the Commission not later
than the date of first use of the Free Writing Prospectus, except that:
(i) any Free Writing Prospectus or portion thereof
required to be filed that contains only the description of the final terms of
the Certificates may be filed by the Company within two days of the later of the
date such final terms have been established for all classes of Certificates and
the date of first use;
(ii) any Free Writing Prospectus or portion thereof
required to be filed that contains only ABS Informational and Computational
Material may be filed by the Company with the Commission not later than the
later of the due date for filing the final Prospectus relating to the
Certificates pursuant to Rule 424(b) under the Act or two business days after
the first use of such Free Writing Prospectus;
(iii) any Free Writing Prospectus required to be filed
pursuant to Section 11(e)(3) may, if no payment has been made or consideration
has been given by or on behalf of the Company for the Free Writing Prospectus or
its dissemination, be filed by the Company with the Commission not later than
four business days after the Company becomes aware of the publication, radio or
television broadcast or other dissemination of the Free Writing Prospectus; and
(iv) the Company shall not be required to file (A)
Issuer Information contained in any Free Writing Prospectus of an offering
participant other than the Company, if such information is included or
incorporated by reference in a prospectus or Free Writing Prospectus previously
filed with the Commission that relates to the offering of the Certificates, or
(B) any Free Writing Prospectus or portion thereof that contains a description
of the Certificates or the offering of the Certificates which does reflect the
final terms thereof.
(g) The Underwriter shall file with the Commission any Free
Writing Prospectus that is used or referred to by it and distributed by or on
behalf of the Underwriter in a manner reasonably designed to lead to its broad,
unrestricted dissemination not later than the date of the first use of such Free
Writing Prospectus.
(h) Notwithstanding the provisions of Section 11(g), the
Underwriter shall file with the Commission any Free Writing Prospectus for which
the Underwriter or any person acting on its behalf provided, authorized or
approved information that is prepared and published or disseminated by a person
unaffiliated with the Company or any other offering participant that is in the
business of publishing, radio or television broadcasting or otherwise
disseminating written communications and for which no payment was made or
consideration given by or on behalf of the Company or any other offering
participant, not later than four business days after the Underwriter becomes
aware of the publication, radio or television broadcast or other dissemination
of the Free Writing Prospectus.
(i) Notwithstanding the provisions of Sections 11(e) and
11(g), neither the Company nor the Underwriter shall be required to file any
Free Writing Prospectus that does not contain substantive changes from or
additions to a Free Writing Prospectus previously filed with the Commission.
(j) The Company and the Underwriter each agree that any Free
Writing Prospectuses prepared by it shall contain the following legend:
The depositor has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the
depositor has filed with the SEC for more complete information about
the depositor and this offering. You may get these documents for
free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇.
Alternatively, the depositor, any underwriter or any dealer
participating in the offering will arrange to send you the
prospectus if you request it by calling toll-free ▇-▇▇▇-▇▇▇-▇▇▇▇.
(k) The Company and the Underwriter agree to retain all Free
Writing Prospectuses that they have used and that are not required to be filed
pursuant to this Section 11 for a period of three years following the initial
bona fide offering of the Certificates.
SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notice to the Underwriter
shall be directed to Banc of America Securities LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇-027-21-04, Charlotte, North Carolina 28255, Attention: ▇▇▇▇▇ ▇▇▇▇▇; notices
to the Company shall be directed to it at Banc of America Mortgage Securities,
Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇-22-02, Charlotte, North Carolina 28255,
Attention: Associate General Counsel, with a copy to the Treasurer; and notices
to BANA shall be directed to Bank of America, National Association, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Associate General Counsel,
with a copy to the Treasurer.
SECTION 13. Parties. This Agreement shall inure to the benefit of and
be binding upon the Company, the Underwriter, BANA, any controlling persons
referred to herein and their respective successors and assigns. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any other person, firm or corporation any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision herein
contained. No purchaser of Offered Certificates from the Underwriter shall be
deemed to be a successor by reason merely of such purchase.
SECTION 14. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (BUT WITH
REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY
ITS TERMS APPLIES TO THIS AGREEMENT).
SECTION 15. No Advisory or Fiduciary Responsibility. The Company
acknowledges and agrees that: (i) the purchase and sale of the Offered
Certificates pursuant to this Agreement, including the determination of the
public offering price of the Offered Certificates and any related discounts and
commissions, is an arm's length commercial transaction between the Company, on
the one hand, and the Underwriter on the other hand, and the Company is capable
of evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated by this Agreement; (ii) in
connection with each transaction contemplated hereby and the process leading to
such transaction the Underwriter is and has been acting solely as a principal
and is not the agent or fiduciary of the Company or its affiliates,
stockholders, creditors or employees or any other party; (iii) the Underwriter
has not assumed, nor will it assume, an advisory or fiduciary responsibility in
favor of the Company with respect to any of the transactions contemplated hereby
or the process leading thereto (irrespective of whether the Underwriter has
advised or is currently advising the Company on other matters) or any other
obligation to the Company except the obligations expressly set forth in this
Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad
range of transactions that involve interests that differ from those of the
Company and that the Underwriter has no obligation to disclose any of such
interests by virtue of any fiduciary or advisory relationship; and (v) the
Underwriter has not provided any legal, accounting, regulatory or tax advice
with respect to the offering contemplated hereby and the Company has consulted
its own legal, accounting, regulatory and tax advisors to the extent it deemed
appropriate.
This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company and the Underwriter with respect
to the subject matter hereof. The Company hereby waives and releases, to the
fullest extent permitted by law, any claims that the Company may have against
the Underwriter with respect to any breach or alleged breach of fiduciary duty.
SECTION 16. Miscellaneous.
(a) This Agreement supersedes all prior or contemporaneous agreements
and understandings relating to the subject matter hereof.
(b) Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated except by a writing signed by the party against whom
enforcement of such change, waiver, discharge or termination is sought.
(c) This Agreement may be signed in any number of counterparts each of
which shall be deemed an original, which taken together shall constitute one and
the same instrument.
(d) The headings of the Sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed a part of this
Agreement.
SECTION 17. Non-Petition.
The Underwriter hereby agrees not to cause or participate in the filing
of a petition in bankruptcy against the Company for the non-payment to the
Underwriter of any amounts provided by this Agreement or otherwise until one
year and one day after the payment in full of all amounts due on the
Certificates in accordance with the terms of the Pooling Agreement.
If the foregoing is in accordance with your understanding of our
agreement, please sign this Agreement and return it to us.
Very truly yours,
BANC OF AMERICA MORTGAGE
SECURITIES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
The foregoing Agreement is hereby
confirmed and accepted as of the
date first written above.
BANC OF AMERICA SECURITIES LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Principal
Solely for purposes of Sections 8 and 9:
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
SCHEDULE I
Offered Certificates: Banc of America Alternative Loan Trust 2006-6 Mortgage
Pass Through Certificates, Series 2006-6, Class CB-1, Class CB-2, Class CB-3,
Class CB-4, Class CB-5, Class CB-6, Class CB-7, Class CB-8, Class CB-9, Class
CB-10, Class CB-11, Class CB-R, Class CB-IO, Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class
2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-13, Class 2-A-14,
Class 2-A-15, Class 2-A-16, Class 2-IO, Class X-PO, Class M, Class B-1, Class
B-2 and Class B-3.
Registration Statement File Number: 333-132249.
Initial Class Certificate Balances or Initial Notional Amounts of Offered
Certificates(1):
Initial Class Certificate Balance
Class or Initial Notional Amount(1)
----- -----------------------------
Class CB-1 $57,621,000.00
Class CB-2 $57,621,000.00
Class CB-3 $34,203,000.00
Class CB-4 $3,800,000.00
Class CB-5 $75,940,000.00
Class CB-6 $4,633,000.00
Class CB-7 $11,472,000.00
Class CB-8 $1,368,120.00
Class CB-9 $32,834,880.00
Class CB-10 $1,425,125.00
Class CB-11 $34,203,000.00
Class CB-R $100.00
Class CB-IO $19,633,854.00
Class 2-A-1 $14,000,000.00
Class 2-A-2 $14,000,000.00
Class 2-A-3 $12,254,000.00
Class 2-A-4 $12,254,000.00
Class 2-A-5 $16,081,166.00
Class 2-A-6 $16,081,166.00
Class 2-A-7 $981,000.00
Class 2-A-8 $16,153,000.00
Class 2-A-9 $1,795,000.00
Class 2-A-10 $39,759,000.00
Class 2-A-11 $1,349,834.00
Class 2-A-12 $41,108,834.00
Class 2-A-13 $646,120.00
Class 2-A-14 $15,506,880.00
Class 2-A-15 $673,041.00
Class 2-A-16 $16,153,000.00
Class 2-IO $5,602,955.00
Class X-PO $1,273,655.00
Class M $6,956,000.00
Class B-1 $2,781,000.00
Class B-2 $2,781,000.00
Class B-3 $1,855,000.00
------------
(1) The Initial Class Certificate Balance or Initial Notional Amount with
respect to a class of Exchangeable Certificates or Exchangeable REMIC
Certificates represents the Maximum Initial Class Certificate Balance or Maximum
Initial Notional Amount of such class.
Purchase Price: $[ ]
Classes of Book-Entry Class CB-1, Class CB-2, Class CB-3, Class
Certificates: CB-4, Class CB-5, Class CB-6, Class CB-7,
Class CB-8, Class CB-9, Class CB-10, Class
CB-11, Class CB-IO, Class 2-A-1, Class
2-A-2, Class 2-A-3, Class 2-A-4, Class
2-A-5, Class 2-A-6, Class 2-A-7, Class
2-A-8, Class 2-A-9, Class 2-A-10, Class
2-A-11, Class 2-A-12, Class 2-A-13, Class
2-A-14, Class 2-A-15, Class 2-A-16, Class
2-IO, Class X-PO, Class M, Class B-1, Class
B-2 and Class B-3.
Description of Mortgage Loans: A pool of fixed rate, first mortgage loans
having an aggregate principal balance as of
the Cut-off Date of approximately
$309,089,231.02. The Mortgage Loans are
fixed interest rate mortgage loans secured
by one- to four-family residential
properties.
Denominations: The Offered Certificates listed above under
Book-Entry Certificates will be issued in
book-entry form. Each such Class of
Certificates will be evidenced by one or
more certificates registered in the name of
Cede & Co. ("Cede"). Interests in such
Classes of Offered Certificates issued in
the name of Cede (except the Class CB-2,
Class CB-8, Class CB-10, Class 2-A-2, Class
2-A-4, Class 2-A-6, Class 2-A-13, Class
2-A-15, Class 2-IO, Class X-PO, Class M,
Class B-1, Class B-2 and Class B-3
Certificates) may be purchased by investors
in minimum denominations of $1,000 and
integral multiples of $1. Interests in the
Class CB-8, Class 2-A-13, Class X-PO, Class
M, Class B-1, Class B-2 and Class B-3
Certificates may be purchased in minimum
denominations of $25,000 and integral
multiples of $1. Interests in the Class
CB-2, Class CB-10, Class 2-A-2, Class
2-A-4, Class 2-A-6 and Class 2-IO
Certificates may be purchased by investors
in minimum denominations of $1,000,000
(Initial Notional Amount or Maximum Initial
Notional Amount) and integral multiples of
$1 (Initial Notional Amount or Maximum
Initial Notional Amount). Interests in the
Class 2-A-15 Certificates may be purchased
in minimum denominations of $100,000 and
integral multiples of $1. The Class CB-R
Certificate will be issued as a single
certificate in a denomination of $100.
Cut-off Date: June 1, 2006.
Pass-Through Rate:
Class Rate
----- ----
Class CB-1 (1)
Class CB-2 (2)
Class CB-3 6.000%
Class CB-4 6.000%
Class CB-5 6.000%
Class CB-6 6.000%
Class CB-7 6.000%
Class CB-8 (3)
Class CB-9 6.250%
Class CB-10 6.000%
Class CB-11 5.750%
Class CB-R 6.000%
Class CB-IO 6.000%
Class 2-A-1 (4)
Class 2-A-2 (5)
Class 2-A-3 (6)
Class 2-A-4 (7)
Class 2-A-5 (8)
Class 2-A-6 (9)
Class 2-A-7 7.500%
Class 2-A-8 6.000%
Class 2-A-9 6.000%
Class 2-A-10 6.000%
Class 2-A-11 6.000%
Class 2-A-12 6.000%
Class 2-A-13 (3)
Class 2-A-14 6.250%
Class 2-A-15 6.000%
Class 2-A-16 5.750%
Class 2-IO 6.000%
Class X-PO (10)
Class M (11)
Class B-1 (11)
Class B-2 (11)
Class B-3 (11)
(1) During the initial Interest Accrual Period, interest will accrue on the
Class CB-1 Certificates at the rate of 5.860% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class CB-1
Certificates at a per annum rate equal to (i) 0.650% plus (ii) LIBOR,
subject to a minimum rate of 0.650% and a maximum rate of 6.000%.
(2) During the initial Interest Accrual Period, interest will accrue on the
Class CB-2 Certificates at the rate of 0.140% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class CB-2
Certificates at a per annum rate equal to (i) 5.350% minus (ii) LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of 5.350%.
(3) The Class CB-8 and Class 2-A-13 Certificates are Principal Only
Certificates and will not be entitled to distributions in respect of
interest.
(4) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-1 Certificates at the rate of 6.000% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 2-A-1
Certificates at a per annum rate equal to (i) 0.780% plus (ii) LIBOR,
subject to a minimum rate of 0.780% and a maximum rate of 6.000%. It is
expected that on the first Distribution Date the Class 2-A-1 Certificates
will receive a payment under the related yield maintenance agreement,
resulting in an effective rate of 6.03% per annum for such Distribution
Date.
(5) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-2 Certificates at the rate of 0.000% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 2-A-2
Certificates at a per annum rate equal to (i) 5.220% minus (ii) LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of 5.220%.
(6) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-3 Certificates at the rate of 5.850% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 2-A-3
Certificates at a per annum rate equal to (i) 0.600% plus (ii) LIBOR,
subject to a minimum rate of 0.600% and a maximum rate of 6.000%.
(7) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-4 Certificates at the rate of 0.150% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 2-A-4
Certificates at a per annum rate equal to (i) 5.400% minus (ii) LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of 5.400%.
(8) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-5 Certificates at the rate of 5.6521% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 2-A-5
Certificates at a per annum rate equal to (i) 0.350% plus (ii) LIBOR,
subject to a minimum rate of 0.350% and a maximum rate of 7.500%.
(9) During the initial Interest Accrual Period, interest will accrue on the
Class 2-A-6 Certificates at the rate of 1.8479% per annum. During each
Interest Accrual Period thereafter, interest will accrue on the Class 2-A-6
Certificates at a per annum rate equal to (i) 7.150% minus (ii) LIBOR,
subject to a minimum rate of 0.000% and a maximum rate of 7.150%.
(10) The Class X-PO Certificates are Principal Only Certificates and will be
deemed for purposes of distributions of principal to consist of two
Components described in the table: the Class 1-X-PO and Class 2-X-PO
Components. These Components are not severable.
(11) Interest will accrue on the Subordinate Certificates for each Distribution
Date at a per annum rate equal to the weighted average (based on the Group
Subordinate Amount for each Loan Group) of (i) with respect to Loan Group
1, 6.000% and (iii) with respect to Loan Group 2, 6.250%.
Certificate Ratings:
Class ▇▇▇▇▇'▇ S&P Fitch
------------------------------------------------------------------
Class CB-1 Aaa AAA AAA
Class CB-2 Aaa AAA AAA
Class CB-3 Aaa AAA AAA
Class CB-4 Aaa AAA AAA
Class CB-5 Aaa AAA AAA
Class CB-6 Aaa AAA AAA
Class CB-7 Aaa AAA AAA
Class CB-8 Aaa AAA AAA
Class CB-9 Aaa AAA AAA
Class CB-10 Aaa AAA AAA
Class CB-11 Aaa AAA AAA
Class CB-R None AAA AAA
Class CB-IO Aaa AAA AAA
Class 2-A-1 Aaa AAA AAA
Class 2-A-2 Aaa AAA AAA
Class 2-A-3 Aaa AAA AAA
Class 2-A-4 Aaa AAA AAA
Class 2-A-5 Aaa AAA AAA
Class 2-A-6 Aaa AAA AAA
Class 2-A-7 Aaa AAA AAA
Class 2-A-8 Aaa AAA AAA
Class 2-A-9 Aaa AAA AAA
Class 2-A-10 Aaa AAA AAA
Class 2-A-11 Aaa AAA AAA
Class 2-A-12 Aaa AAA AAA
Class 2-A-13 Aaa AAA AAA
Class 2-A-14 Aaa AAA AAA
Class 2-A-15 Aaa AAA AAA
Class 2-A-16 Aaa AAA AAA
Class 2-IO Aaa AAA AAA
Class M Aa2 AA AA+
Class B-1 None None AA
Class B-2 None None A
Class B-3 None None BBB