EXHIBIT 1.3
GREENPOINT MORTGAGE SECURITIES LLC
Asset-Backed Notes, Series [Deal Name]
Initial Principal Amount Class Initial Pass-Through Rate
$[____] Class A-1 Notes [___]%
$[____] Class A-2 Notes [___]%
$[____] Class A-3 Notes [___]%
FORM OF UNDERWRITING AGREEMENT (NOTES/ITERATIVE)
[___________] [__], 20[__]
[Underwriter]
Ladies and Gentlemen:
GreenPoint Mortgage Securities LLC, a Delaware limited liability company (the “Company”), proposes to
sell to you (also referred to herein as the “Underwriter”) Asset-Backed Notes, Series [Deal Name], Class A-1,
Class A-2, Class A-3 Notes (collectively, the “Notes”). The Collateral referred in the Indenture (as defined
below), consists primarily of a pool (the “Pool”) of conventional, fixed-rate, one- to four-family residential
first lien and second lien mortgage loans (the “Mortgage Loans”) as described in the Prospectus Supplement (as
hereinafter defined) to be sold by the Company.
The Notes will be issued pursuant to indenture dated as of [________] [__], 200[__] (the “Indenture”),
among the Company, as seller, GreenPoint Mortgage Funding, Inc. (“GMFI”), as servicer, and [_________], as
trustee (the “Trustee”). The Notes are described more fully in the Base Prospectus and the Prospectus Supplement
(each as hereinafter defined), which the Company has furnished to you.
1. Representations, Warranties and Covenants.
1.1 The Company represents and warrants to, and agrees with you that:
(a) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement (No. 333-[_____]) on Form S-3 for the registration under the Securities Act of 1933, as
amended (the “Act”), of Asset-Backed Notes (issuable in series), including the Notes, which registration
statement has become effective, and a copy of which, as amended to the date hereof, has heretofore been
delivered to you. The Company proposes to file with the Commission pursuant to Rule 424(b) under the
rules and regulations of the Commission under the Act (the “1933 Act Regulations”) a prospectus
supplement (the “Prospectus Supplement”), to the prospectus dated [________] [__], 200[__] (the “Base
Prospectus”), relating to the Notes and the method of distribution thereof. Such registration statement
(No. 333-[________]) including exhibits thereto and any information incorporated therein by reference,
as amended at the date hereof, is hereinafter called the “Registration Statement”; and the Base
Prospectus and the Prospectus Supplement and any information incorporated therein by reference, together
with any amendment thereof or supplement thereto authorized by the Company on or prior to the Closing
Date (as defined herein) for use in connection with the offering of the Notes, are hereinafter called
the “Prospectus.”
(b) The Registration Statement has become effective, and the Registration Statement as of the effective date
(the “Effective Date,” as defined in this paragraph), and the Prospectus, as of the date of the
Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and
the 1933 Act Regulations; and the Registration Statement, as of the Effective Date, did not contain any
untrue statement of a material fact and did not omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; and each Issuer Free Writing
Prospectus (as defined herein) as of its date did not and at all times prior to the date of the
Prospectus Supplement will not, and the Prospectus, as of the date of the Prospectus Supplement did not
and as of the Closing Date will not, contain an untrue statement of a material fact and did not and will
not 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 (except in the case of any Issuer Free Writing
Prospectus, any omission with respect to information included in the definition of any Senior Structure
Information); provided, however, that neither the Company nor GMFI makes any representations or
warranties as to the information contained in or omitted from the Registration Statement or the
Prospectus or any amendment thereof or supplement thereto relating to the information therein that is
Excluded Information (as defined herein); and provided, further, that neither the Company nor GMFI makes
any representations or warranties as to either (i) any information contained in any Underwriter Prepared
Issuer FWP (as defined herein) or Underwriter Free Writing Prospectus (as defined herein) except, in
each case, to the extent of (x) any information set forth therein that constitutes Pool Information (as
defined below) or (y) any information accurately extracted from any Issuer Free Writing Prospectus and
included in any Underwriter Prepared Issuer FWP or Underwriter Free Writing Prospectus, or (ii) any
information contained in or omitted from the portions of the Prospectus identified by underlining or
other highlighting as shown in Exhibit B (the “Underwriter Information”). The Effective Date shall mean
the earlier of the date on which the Prospectus Supplement is first used and the time of the first
Contract of Sale (as defined herein) to which such Prospectus Supplement relates. The initial effective
date of the Registration Statement was within three years of the Closing Date. If the third anniversary
of the initial effective date occurs within six months after the Closing Date, the Company will use best
efforts to take such action as may be necessary or appropriate to permit the public offering and sale of
the Notes as contemplated hereunder. The Company acknowledges that the Underwriter Information
constitutes the only information furnished in writing by you or on your behalf for use in connection
with the preparation of the Registration Statement or the Prospectus, and the Underwriter confirms that
the Underwriter Information is correct.
(c) (i) “ABS Informational and Computational Materials” shall have the meaning given such term in Item 1101
of Regulation AB.
(ii) “Approved Offering Materials” means with respect to any class of Notes anticipated to be rated in the
highest category by any Rating Agency, collectively the following documents as most recently
provided by the Company and designated in writing by the Company as Approved Offering Materials
prior to the time of any Contract of Sale: (i) one or more term sheets, providing factual
information about the Notes and the structure and basic parameters thereof (excluding
information about the subdivision of the senior classes into tranches), the basic terms of the
subordination or other credit enhancements if known, factual information about the Mortgage
Loans (which may include parameters or “stips” or tabular data prepared by the Company), the
identity of and basic information about key parties to the transaction known to the Company,
and the tax, ERISA and SMMEA characteristics of the Notes, (ii) a term sheet supplement,
containing risk factors and additional information of the type to appear in the Prospectus
Supplement to the extent known, and (iii) the Base Prospectus, which may be provided by a
weblink. Each of the items described in (i) and (ii) in the preceding sentence shall
constitute an Issuer Free Writing Prospectus and any additional information provided by the
Underwriter shall constitute an Underwriter Free Writing Prospectus or Underwriter Prepared
Issuer FWP, as the case may be. With respect to any class of Notes anticipated to be rated in
the second highest or a lower category by any Rating Agency, “Approved Offering Materials”
means the Prospectus.
(iii) “Contract of Sale” has the same meaning as in Rule 159 of the 1933 Act Regulations and all Commission
guidance relating to Rule 159.
(iv) “Excluded Information” shall mean, with respect to each of the Registration Statement and the
Prospectus, the information identified by underlining or other highlighting as shown on Exhibit
A.
(v) “Free Writing Prospectus” shall have the meaning given such term in Rules 405 and 433 of the 1933 Act
Regulations.
(vi) “Issuer Free Writing Prospectus” shall mean any Free Writing Prospectus prepared by or on behalf of the
Company and identified by the Company as an Issuer Free Writing Prospectus and relating to the
Notes or the offering hereof.
(vii) “Issuer Information” shall mean any information of the type specified in clauses (1) - (5) of footnote
271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter
Derived Information. Consistent with such definition, “Issuer Information” shall not be deemed
to include any information in a Free Writing Prospectus solely by reason of the Company's
review of the materials pursuant to Section 4.4(e) below and, consistent with Securities
Offering Reform Questions and Answers, November 30, 2005 promulgated by the staff of the
Commission, “Issuer Information” shall not be deemed to include any information in a Free
Writing Prospectus solely by reason that the Underwriter has agreed not to use such Free
Writing Prospectus without consent of the Company.
(viii) “Permitted Additional Materials” shall mean information that is not ABS Informational and Computational
Materials and (x) that are referred to in Section 4.4(c) so long as any Issuer Information
provided by the Underwriter pursuant to Section 4.4(c) is limited to information included
within the definition of ABS Informational and Computational Materials, (y) that constitute
Note price, yield, weighted average life, subscription or allocation information, or a trade
confirmation, or (z) otherwise with respect to which the Company has provided written consent
to the Underwriter to include in a Free Writing Prospectus.
(ix) “Pool Information” means with respect to any Free Writing Prospectus, the information with respect to
the characteristics of the Mortgage Loans and administrative and servicing fees, as provided by
or on behalf of the Company or GMFI to the Underwriter at the time most recent to the date of
such Free Writing Prospectus.
(x) "Senior Structure Information" shall mean, with respect to each class of Notes anticipated to be rated
in the highest category by any Rating Agency (collectively, the "Senior Notes"), (i) the
Pass-Through Rate if a fixed rate, or the formula for determining the Pass-Through Rate, (ii)
the terms and the provider of any yield maintenance agreement, swap agreement or other
agreement that provides payments payable on any class of the Senior Notes, (iii) the terms and
the provider of any surety bond, financial guaranty insurance policy, or other insurance policy
regarding any class of the Senior Notes no known to the Company when the Approved Offering
Materials were prepared, (iv) the allocation to each class of Senior Notes of the aggregate
amount of the cashflow payable among the Senior Notes collectively, and (v) the allocation to
each class of the aggregate amount of Senior Notes of any Realized Losses allocable to the
Senior Notes collectively.
(xi) “Underwriter Derived Information” shall refer to information of the type described in clause (5) of such
footnote 271 of the Commission Release No. 33-8591 (Securities Offering Reform) when prepared
by the Underwriter, including traditional computational and analytical materials prepared by
the Underwriter.
(xii) “Underwriter Free Writing Prospectus” shall mean all Free Writing Prospectuses prepared by or on behalf
of the Underwriter other than any Underwriter Prepared Issuer FWP, including any Permitted
Additional Materials.
(xiii) “Underwriter Prepared Issuer FWP” shall mean any Free Writing Prospectus or portion thereof prepared by
or on behalf of the Underwriter that contains only a description of the final terms of the
Notes or of the offering of the Notes and the final terms have been established for all classes
of Senior Notes.
(xiv) “Written Communication” shall have the meaning given such term in Rule 405 of the 1933 Act Regulations.
(d) The Company has been duly incorporated and is validly existing as a limited liability company in good
standing under the laws of the State of Delaware and has the requisite power to own its properties and
to conduct its business as presently conducted by it.
(e) The Company was not, as of any date on or after which a bona fide offer (as used in Rule 164(h)(2) of
the 1933 Act Regulations) of the Note is made an Ineligible Issuer, as such term is defined in Rule 405
of the 1933 Act Regulations. The Company shall comply with all applicable laws and regulations in
connection with the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 of
the 1933 Act Regulations and all Commission guidance relating to Free Writing Prospectuses, including
but not limited to Commission Release No. 33-8591.
(f) This Agreement has been duly authorized, executed and delivered by the Company.
(g) As of the Closing Date (as defined herein) the Notes will conform in all material respects to the
description thereof contained in the Prospectus and the representations and warranties of the Company in
the Indenture will be true and correct in all material respects.
1.2 GMFI represents and warrants to, and agrees with you that as of the Closing Date the representations and
warranties of GMFI in the Servicing Agreement will be true and correct in all material respects.
1.3 The Underwriter represents and warrants to and agrees with the Company and GMFI that:
(a) [reserved].
(b) The Underwriter has no present knowledge or expectation that it will be unable to pay any United States
taxes owed by it so long as any of the Notes remain outstanding.
(c) The Underwriter has no present knowledge or expectation that it will become insolvent or subject to a
bankruptcy proceeding for so long as any of the Notes remain outstanding.
(d) [reserved].
(e) [reserved].
(f) The Underwriter hereby certifies that (i) with respect to any classes of Notes issued in authorized
denominations or Percentage Interests of less than a notional amount of $2,000,000 or a Percentage
Interest of 20% the fair market value of each such Note sold to any person on the date of initial sale
thereof by the Underwriter will not be less than $100,000 and (ii) with respect to each class of Notes
to be maintained on the book-entry records of The Depository Trust Company (“DTC”), the interest in each
such class of Notes sold to any person on the date of initial sale thereof by the Underwriter will not
be less than the minimum denomination indicated for such class of Notes in the Prospectus Supplement.
(g) The Underwriter will have funds available at [_________], in the Underwriter's account at such bank at
the time all documents are executed and the closing of the sale of the Notes is completed, except for
the transfer of funds and the delivery of the Notes. Such funds will be available for immediate
transfer into the account of GMFI maintained at such bank.
(h) As of the date hereof and as of the Closing Date, the Underwriter has complied with all of its
obligations hereunder and all information contained in any Underwriter Free Writing Prospectus and in
any Underwriter Prepared Issuer FWP as used in connection with any Contract of Sale and all Underwriter
Information are accurate in all material respects (taking into account the assumptions explicitly set
forth in such Underwriter Prepared Issuer FWP or Underwriter Free Writing Prospectus), except to the
extent of (x) any errors therein that are caused by errors or omissions in the Pool Information or (y)
information accurately extracted from any Issuer Free Writing Prospectus and included in any Underwriter
Prepared Issuer FWP or Underwriter Free Writing Prospectus.
(i) Prior to the Closing Date, the Underwriter shall notify the Company and GMFI of the earlier of (x) the
date on which the Prospectus Supplement is first used and (y) the time of the first Contract of Sale to
which such Prospectus Supplement relates.
1.4 [Reserved].
2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to you, and you agree to purchase from the Company, the
Notes at a price equal to [_____]% of the aggregate certificate principal balance of the Notes as of the Closing
Date (as defined herein). There will be added to the purchase price of the Notes an amount equal to interest
accrued thereon from the Cut-off Date up to but not including the Closing Date.
3. Delivery and Payment. Delivery of and payment for the Notes shall be made at the office of Xxxxxx,
Xxxxxxxxxx & Xxxxxxxxx LLP at 10:00 a.m., New York City time, on [________] [__], 200[__] or such later date as
you shall designate, which date and time may be postponed by agreement between you and the Company (such date and
time of delivery and payment for the Notes being herein called the “Closing Date”). Delivery of the [Deal Name],
Class A-1, Class A-2 and Class A-3 Notes shall be made to you through the Depository Trust Company (“DTC”) (such
Notes, the “DTC Registered Notes”).
4. Offering by Underwriter.
4.1 It is understood that you propose to offer the Notes for sale to the public as set forth in the
Prospectus and you agree that all such offers and sales by you shall be made in compliance with all applicable
laws and regulations. Prior to the date of the first Contract of Sale made based on the Approved Offering
Materials, you have not pledged, sold, disposed of or otherwise transferred any Note, Mortgage Loans or any
interest in any Note.
4.2 It is understood that you will solicit offers to purchase the Notes as follows:
(a) Prior to the time you have received the Approved Offering Materials you may, in compliance with the
provisions of this Agreement, solicit offers to purchase Notes; provided, that you shall not accept any such
offer to purchase a Note or any interest in any Note or Mortgage Loan or otherwise enter into any Contract of
Sale for any Note, any interest in any Note or any Mortgage Loan prior to your conveyance of Approved Offering
Materials to the investor.
(b) any Written Communication relating to the Notes made by an Underwriter in compliance with the terms of
this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Notes with the
recipient shall prominently set forth the following statements (or a substantially similar statements approved by
the Company):
The information in this free writing prospectus, if conveyed prior to the time
of your contractual commitment to purchase any of the Notes, supersedes any
information contained in any prior similar materials relating to the Notes.
The information in this free writing prospectus is preliminary, and is subject
to completion or change. This free writing prospectus is being delivered to
you solely to provide you with information about the offering of the Notes
referred to in this free writing prospectus and to solicit an offer to
purchase the Notes, when, as and if issued. Any such offer to purchase made
by you will not be accepted and will not constitute a contractual commitment
by you to purchase any of the Notes, until we have accepted your offer to
purchase Notes.
The Notes referred to in these materials are being sold when, as and if
issued. The issuer is not obligated to issue such Notes or any similar
security and the underwriter's obligation to deliver such Notes is subject to
the terms and conditions of the underwriting agreement with the issuer and the
availability of such Notes when, as and if issued by the issuer. You are
advised that the terms of the Notes, and the characteristics of the mortgage
loan pool backing them, may change (due, among other things, to the
possibility that mortgage loans that comprise the pool may become delinquent
or defaulted or may be removed or replaced and that similar or different
mortgage loans may be added to the pool, and that one or more classes of Notes
may be split, combined or eliminated), at any time prior to issuance or
availability of a final prospectus. You are advised that Notes may not be
issued that have the characteristics described in these materials. The
underwriter's obligation to sell such Notes to you is conditioned on the
mortgage loans and Notes having the characteristics described in these
materials. If for any reason the issuer does not deliver such Notes, the
underwriter will notify you, and neither the issuer nor any underwriter will
have any obligation to you to deliver all or any portion of the Notes which
you have committed to purchase, and none of the issuer nor any underwriter
will be liable for any costs or damages whatsoever arising from or related to
such non-delivery.
4.3 It is understood that you will not enter into a Contract of Sale with any investor until the Approved
Offering Materials have been conveyed to the investor with respect to the Notes which are the subject of such
Contract of Sale.
4.4 It is understood that you may prepare and provide to prospective investors certain Free Writing
Prospectuses, subject to the following conditions:
(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 Notes, 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 Section 1.1(c) above) consisting solely of
(x) information of a type included within the definition of ABS Informational and Computational Materials
(as defined below), (y) Permitted Additional Materials or (z) information accurately extracted from any
Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or Underwriter Free
Writing Prospectus.
(b) The Underwriter shall comply with all applicable laws and regulations in connection with the use of Free
Writing Prospectuses, including but not limited to Rules 164 and 433 of the 1933 Act Regulations and all
Commission guidance relating to Free Writing Prospectuses, including but not limited to Commission
Release No. 33-8591.
(c) It is understood and agreed that all information provided by the Underwriter to or through Bloomberg or
Intex or similar entities for use by prospective investors, or imbedded in any CDI file provided to
prospective investors, to the extent constituting a Free Writing Prospectus, shall be deemed an
Underwriter Free Writing Prospectus.
(d) All Free Writing Prospectuses provided to prospective investors, whether or not filed with the
Commission, shall bear a legend including the following statement (or a substantially similar statement
approved by the Company):
“THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A
PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION (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 THE OFFERING. YOU MAY
GET THESE DOCUMENTS AT NO CHARGE BY VISITING XXXXX ON THE SEC WEB
SITE AT XXX.XXX.XXX. ALTERNATIVELY, THE DEPOSITOR, ANY UNDERWRITER OR
ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE
PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY CALLING TOLL-FREE
1-8[XX-XXX-XXXX] OR VIA EMAIL AT ______________.
Each of the Underwriter and the Company shall have the right to request additional specific legends or
notations to appear on any Free Writing Prospectus and shall have the right to require changes regarding
the use of terminology and the right to determine the types of information appearing therein with the
approval of the other (which shall not be unreasonably withheld).
(e) The Underwriter shall deliver to the Company and its counsel (in such format as reasonably required by
the Company), no later than the business day prior to the date of the required filing under Section
5.10, an Underwriter Prepared Issuer FWP. To facilitate filing to the extent required by Section 5.10
or 5.11, as applicable, all Underwriter Derived Information shall be set forth in a document separate
from any Underwriter Prepared Issuer FWP including Issuer Information.
(f) The Underwriter shall provide the Company with a letter from [____________], certified public
accountants, prior to the Closing Date, satisfactory in form and substance to the Company, GMFI and
their respective counsels and the Underwriter, to the effect that such accountants have performed
certain specified procedures, all of which have been agreed to by the Company and the Underwriter, as a
result of which they determined that certain information of an accounting, financial or statistical
nature that is included in any Underwriter Prepared Issuer FWP, other than any Pool Information therein
and any information accurately extracted from any Issuer Free Writing Prospectus and included in such
Underwriter Prepared Issuer FWP, is accurate except as to such matters that are not deemed by the
Company and the Underwriter to be material. The foregoing letter shall be at the expense of the
Underwriter.
(g) None of the information in any Free Writing Prospectus may conflict with the information then contained
in the Registration Statement or any prospectus or prospectus supplement that is a part thereof. The
Notes described in any Underwriter Free Writing Prospectus or any Underwriter Prepared Issuer FWP will
be of a type set forth in one of the categories listed beneath the heading “Description of Securities”
in the term sheet supplement included in the Approved Offering Materials and the description of the
characteristics of the Notes contained in such Underwriter Free Writing Prospectus or any Underwriter
Prepared Issuer FWP shall not be inconsistent with the description of the Notes beneath such heading in
the term sheet supplement.
(h) The Company shall not be obligated to file any Issuer Free Writing Prospectuses that have been
determined to contain any material error or omission unless such Issuer Free Writing Prospectus has been
provided to a prospective investor, in which case, the Underwriter shall cooperate with the Company to
prepare a corrective Issuer Free Writing Prospectus that the Underwriter will provide to any such
prospective investor and the Company shall file to the extent required herein. In the event that the
Underwriter becomes aware that, as of the date on which an investor entered into a Contract of Sale, any
Free Writing Prospectus prepared by or on behalf of the Underwriter and delivered to such investor
contained any untrue statement of a material fact or omitted to state a material fact necessary in order
to make the statements contained therein, in light of the circumstances under which they were made, not
misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), the Underwriter shall
notify the Company thereof as soon as practical but in any event within one business day after discovery.
(i) If the Underwriter does not provide any Free Writing Prospectuses to the Company pursuant to subsection
(e) above, the Underwriter shall be deemed to have represented, as of the Closing Date, that it did not
provide any prospective investors with any information in written or electronic form in connection with
the offering of the Notes that would constitute an Underwriter Prepared Issuer FWP.
(j) In the event of any delay in the delivery by the Underwriter to the Company of any Underwriter Prepared
Issuer FWP required to be delivered in accordance with subsection (e) above, or in the delivery of the
accountant's comfort letter in respect thereof pursuant to subsection (f) above, the Company shall have
the right to delay the release of the Prospectus to investors or to the Underwriter, to delay the
Closing Date and to take other appropriate actions in each case as necessary in order to allow the
Company to comply with its agreement set forth in Section 5.10 to file such Underwriter Prepared Issuer
FWP by the time specified therein.
(k) The Underwriter represents that it has in place, and covenants that it shall maintain, internal controls
and procedures which it reasonably believes to be sufficient to ensure full compliance with all
applicable legal requirements of the 1933 Act Regulations with respect to the generation and use of Free
Writing Prospectuses in connection with the offering of the Notes. In addition, each Underwriter shall,
for a period of at least three years after the date hereof, maintain written and/or electronic records
of the following:
(i) any Free Writing Prospectus used by the Underwriter to solicit offers to purchase Notes to the extent
not filed with the Commission;
(ii) regarding each Free Writing Prospectus delivered by the Underwriter to an investor, the date of such
delivery and identity of such investor; and
(iii) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and
the terms of such Contract of Sale, as set forth in the related confirmation of trade.
(l) The Underwriter covenants with the Company that after the final Prospectus is available the Underwriter
shall not distribute any written information concerning the Notes to a prospective investor unless such
information is preceded or accompanied by the final Prospectus. It is understood and agreed that the
use of written information in accordance with the preceding sentence is not a Free Writing Prospectus
and is not otherwise restricted or governed in any way by this Agreement.
(m) The Underwriter shall not use any Free Writing Prospectus in connection with the solicitation of offers
to purchase Notes from any prospective investor in a class of Notes with denominations of less than
$25,000 or otherwise designated as a “retail” class of Notes, and the Underwriter shall not authorize
any such use of any Free Writing Prospectus by any dealer that purchases any such Notes from the
Underwriter.
4.5 You further agree that on or prior to the sixth day after the Closing Date, you shall provide the
Company with a certificate, substantially in the form of Exhibit C attached hereto, setting forth (i) in the case
of each class of Notes, (a) if less than 10% of the aggregate note principal balance of such class of Notes has
been sold to the public as of such date, the value calculated pursuant to clause (b)(iii) of Exhibit C hereto,
or, (b) if 10% or more of such class of Notes has been sold to the public as of such date but no single price is
paid for at least 10% of the aggregate note principal balance of such class of Notes, then the weighted average
price at which the Notes of such class were sold expressed as a percentage of the note principal balance of such
class of Notes sold, or (c) the first single price at which at least 10% of the aggregate note principal balance
of such class of Notes was sold to the public, (ii) the prepayment assumption used in pricing each class of
Notes, and (iii) such other information as to matters of fact as the Company may reasonably request to enable it
to comply with its reporting requirements with respect to each class of Notes to the extent such information can
in the good faith judgment of the Underwriter be determined by it.
4.6 The Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on
Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor
that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the
Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a
confirmation, Underwriter shall deliver a printed or paper copy of such Prospectus; and (iii) if an electronic
copy of the Prospectus is delivered by the Underwriter for any purpose, such copy shall be the same electronic
file containing the Prospectus in the identical form transmitted electronically to the Underwriter by or on
behalf of the Company specifically for use by the Underwriter pursuant to this Section 4.6; for example, if the
Prospectus is delivered to the Underwriter by or on behalf of the Company in a single electronic file in pdf
format, then the Underwriter will deliver the electronic copy of the Prospectus in the same single electronic
file in pdf format. The Underwriter further agrees that (i) if it delivers to an investor the Prospectus in pdf
format, upon the Underwriter's receipt of a request from the investor within the period for which delivery of the
Prospectus is required, the Underwriter will promptly deliver or cause to be delivered to the investor, without
charge, a paper copy of the Prospectus and (ii) it will provide to the Company any Underwriter Prepared Issuer
FWP, or portions thereof, which the Company is required to file with the Commission in electronic format and will
use reasonable efforts to provide to the Company such Underwriter Prepared Issuer FWP, or portions thereof, in
either Microsoft Word® or Microsoft Excel® format and not in a pdf, except to the extent that the Company, in its
sole discretion, waives such requirements.
5. Agreements. The Company and you agree as follows:
5.1 Before amending or supplementing the Registration Statement or the Prospectus with respect to the Notes,
the Company will furnish you with a copy of each such proposed amendment or supplement.
5.2 The Company will cause the Prospectus Supplement to be transmitted to the Commission for filing pursuant
to Rule 424(b) under the Act by means reasonably calculated to result in filing with the Commission pursuant to
said rule.
5.3 If, during the period after the first date of the public offering of the Notes in which a prospectus
relating to the Notes is required to be delivered under the Act, any event occurs as a result of which it is
necessary to amend or supplement the Prospectus, as then amended or supplemented, in order to make the statements
therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if
it shall be necessary to amend or supplement the Prospectus to comply with the Act or the 1933 Act Regulations,
the Company promptly will prepare and furnish, at its own expense, to you, either amendments or supplements to
the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of
the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will
comply with law.
5.4 If the Company or the Underwriter determines or becomes aware that any Written Communication (including
without limitation any Free Writing Prospectus) or oral statement (when considered in conjunction with all
information conveyed at the time of Contract of Sale) contains an untrue statement of material fact or omits to
state a material fact necessary to make the statements, in light of the circumstances under which they were made,
not misleading at the time that a Contract of Sale was entered into, either the Company or the Underwriter may
prepare corrective information with notice to the other party, and the Underwriter shall deliver such information
in a manner reasonably acceptable to both parties, to any person with whom a Contract of Sale was entered into,
and such information shall provide any such person with the following:
(a) Adequate disclosure of the contractual arrangement;
(b) Adequate disclosure of the person's rights under the existing Contract of Sale at the time termination
is sought;
(c) Adequate disclosure of the new information that is necessary to correct the misstatements or omissions
in the information given at the time of the original Contract of Sale; and
(d) A meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to
enter into or not enter into a new Contract of Sale.
Any costs incurred to the investor in connection with any such termination or reformation shall be subject to
Sections 7.1 and 7.2, as applicable.
5.5 The Company will furnish to you, without charge, a copy of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus by an underwriter or dealer may be required by the
Act, as many copies of the Prospectus, any documents incorporated by reference therein and any amendments and
supplements thereto as you may reasonably request; provided, however, that if the Prospectus is not delivered
with the confirmation in reliance on Rule 172, you will provide the notice specified in Section 4.6 in every
confirmation and will deliver a paper copy of the prospectus to those investors that request a paper copy thereof.
5.6 The Company agrees, so long as the Notes shall be outstanding, or until such time as you shall cease to
maintain a secondary market in the Notes, whichever first occurs, to deliver to you the annual statement as to
compliance delivered to the Trustee pursuant to Section [___] of the Servicing Agreement and the annual statement
of a firm of independent public accountants furnished to the Trustee pursuant to Section [___] of the Servicing
Agreement, as soon as such statements are furnished to the Company.
5.7 The Company will endeavor to arrange for the qualification of the Notes for sale under the laws of such
jurisdictions as you may reasonably designate and will maintain such qualification in effect so long as required
for the initial distribution of the Notes; 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 that would subject it
to general or unlimited service of process in any jurisdiction where it is not now so subject.
5.8 If the transactions contemplated by this Agreement are consummated, the Company or GMFI will pay or
cause to be paid all expenses incident to the performance of the obligations of the Company and GMFI under this
Agreement, and will reimburse you for any reasonable expenses (including reasonable fees and disbursements of
counsel) reasonably incurred by you in connection with qualification of the Notes for sale and determination of
their eligibility for investment under the laws of such jurisdictions as you have reasonably requested pursuant
to Section 5.7 above and the printing of memoranda relating thereto, for any fees charged by investment rating
agencies for the rating of the Notes, and for expenses incurred in distributing the Prospectus (including any
amendments and supplements thereto) to the Underwriter. Except as herein provided, you shall be responsible for
paying all costs and expenses incurred by you, including the fees and disbursements of your counsel, in
connection with the purchase and sale of the Notes.
5.9 If, during the period after the Closing Date in which a prospectus relating to the Notes is required to
be delivered under the Act, the Company receives notice that a stop order suspending the effectiveness of the
Registration Statement or preventing the offer and sale of the Notes is in effect, the Company will advise you of
the issuance of such stop order.
5.10 The Company shall file any Issuer Free Writing Prospectus, and any Underwriter Prepared Issuer FWP
provided to it by the Underwriter under Section 4.4, not later than the date of first use thereof, except that:
(a) any Issuer Free Writing Prospectus or Underwriter Prepared Issuer FWP or portion thereof otherwise
required to be filed that contains only (1) a description of the final terms of the Notes 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 Notes and the date of first use, and (2) a description of the terms of the Notes that does
not reflect the final terms after they have been established for all classes of all Notes is not
required to be filed; and
(b) if the Issuer Free Writing Prospectus or Underwriter Prepared Issuer FWP includes only information of a
type included in the definition of ABS Informational and Computational Materials, the Company shall file
the same within the later of two business days after the Underwriter first provides this information to
investors and the date upon which the Company is required to file the Prospectus Supplement with the
Commission pursuant to Rule 424(b)(3) of the Act.
provided further, that prior to the filing of any Underwriter Prepared Issuer FWP by the Company, the Underwriter
must comply with its obligations pursuant to Section 4.4 and that the Company shall not be required to file any
Free Writing Prospectus to the extent such Free Writing Prospectus includes information in a Free Writing
Prospectus or Prospectus previously filed with the Commission or that does not contain substantive changes from
or additions to a Free Writing Prospectus previously filed with the Commission.
5.11 The Underwriter shall file any Underwriter Free Writing Prospectus that has been distributed by the
Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination within the later of
two business days after the Underwriter first provides this information to investors and the date upon which the
Company is required to file the Prospectus Supplement with the Commission pursuant to Rule 424(b)(3) of the Act
or otherwise as required under Rule 433 of the Act; provided, however, that the Underwriter shall not be required
to file any Underwriter Free Writing Prospectus to the extent such Underwriter Free Writing Prospectus includes
information in a Free Writing Prospectus or Prospectus previously filed with the Commission or that does not
contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission.
5.12 The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's
length contractual counterparty to the Company with respect to the offering of securities contemplated hereby
(including in connection with determining the terms of the offering) and not as a fiduciary to, or an agent of,
the Company or any other person. Additionally, the Underwriter is not advising the company or any other person
as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall
consult with its own advisors concerning such matters and shall be responsible for making its own independent
investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no
responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company,
the transactions contemplated hereby or other matters relating to such transactions will be performed solely for
the benefit of the Underwriter and shall not be on behalf of the Company.
6. Conditions to the Obligations of the Underwriter. The Underwriter's obligation to purchase the Notes
shall be subject to the following conditions:
6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no
proceedings for that purpose shall be pending or, to the knowledge of the Company, threatened by the Commission;
and the Prospectus Supplement shall have been filed or transmitted for filing by means reasonably calculated to
result in a filing with the Commission pursuant to Rule 424(b) under the Act.
6.2 Since [________] [__], 20[__] there shall have been no material adverse change (not in the ordinary
course of business) in the condition of the Company or GMFI.
6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the an Authorized
Officer of the Company to the effect that the signer of such certificate has examined this Agreement, the
Approved Offering Materials, the Prospectus, the Servicing Agreement, the Trust Agreement, the Indenture and
various other closing documents, and that, to the best of his or her knowledge after reasonable investigation:
(a) the representations and warranties of the Company in this Agreement and in the Indenture are true and
correct in all material respects; and
(b) the Company has, in all material respects, complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.
6.4 GMFI shall have delivered to you a certificate, dated the Closing Date, of an Authorized Officer of GMFI
to the effect that the signer of such certificate has examined the Trust Agreement, the Servicing Agreement, the
Indenture and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the
representations and warranties of GMFI contained in the Servicing Agreement and in this Agreement are true and
correct in all material respects.
6.5 You shall have received the opinions of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the
Company and GMFI, dated the Closing Date and in form and substance reasonably satisfactory to you, and the
opinion of in-house counsel for the Company and GMFI, dated the Closing Date and in form and substance reasonably
satisfactory to you.
6.6 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated
the date hereof and satisfactory in form and substance to the Underwriter and the Underwriter's counsel, to the
effect that they have performed certain specified procedures, all of which have been agreed to by the
Underwriter, as a result of which they determined that certain information of an accounting, financial or
statistical nature set forth in the Prospectus Supplement under the captions “Description of the Mortgage Pool”,
“Description of the Agreements”, “Description of the Securities” and “Certain Yield and Prepayment Considerations”
agrees with the records of the Company and GMFI excluding any questions of legal interpretation and (b) the
letter prepared pursuant to Section 4.4(e).
6.7 The Class A Notes shall have been rated “AAA” by [_____________] and “AAA” by [_____________].
6.8 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date and
in form and substance reasonably satisfactory to you.
The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as
you reasonably request.
7. Indemnification and Contribution.
7.1 The Company and GMFI, jointly and severally, agree to indemnify and hold harmless you and each person,
if any, who controls you within the meaning of either Section 15 of the Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), from and against any and all losses, claims, damages and
liabilities (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement for the registration of the Notes as originally filed or in any amendment thereof or other
filing incorporated by reference therein, or in the Prospectus or incorporated by reference therein (if used
within the period set forth in Section 5.3 hereof and as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any 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) caused by any untrue statement or alleged
untrue statement of a material fact contained in any Issuer Free Writing Prospectus, or any 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 (except any omission with respect to information included in the
definition of Senior Structure Information); except insofar as such losses, claims, damages, or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or omission based upon any
information with respect to which the Underwriter has agreed to indemnify the Company pursuant to clause (i) of
Section 7.2; provided, however, that none of the Company, GMFI or you will be liable in any 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 relating to the Excluded Information.
7.2 You agree to indemnify and hold harmless the Company, GMFI, their respective directors or officers and
any person controlling the Company or GMFI within the meaning of either Section 15 of the Act or Section 20 of
the Exchange Act from and against any and all losses, claims, damages and liabilities (i) caused by any untrue
statement or alleged untrue statement of material fact contained in the Underwriter Information, or any omission
or alleged omission to state therein any 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, (ii) caused by any
untrue statement or alleged untrue statement of material fact contained in any Underwriter Free Writing
Prospectus (except for any information accurately extracted from any Issuer Free Writing Prospectus and included
in such Underwriter Free Writing Prospectus), or any 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, (iii) caused by any untrue statement or alleged untrue statement of material fact contained in any
Underwriter Prepared Issuer FWP (except for any information accurately extracted from any Issuer Free Writing
Prospectus and included in such Underwriter Prepared Issuer FWP), or any 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, or (iv) resulting from your failure to comply with Section 4.4(e) or Section 4.3 or
failure to file any Underwriter Free Writing Prospectus required to be filed in accordance with Section 5.11;
provided, however, that the indemnification set forth in clauses (ii) and (iii) of this Section 7.2 shall not
apply to the extent of any error or omission in any Underwriter Prepared Issuer FWP or any Underwriter Free
Writing Prospectus that was caused by any error or omission in any Pool Information; provided, further, that none
of the Company, GMFI or you will be liable in any 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 relating to the Excluded Information. In addition, you agree to indemnify and hold
harmless the Company, GMFI, their respective directors or officers and any person controlling the Company or GMFI
against any and all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable
attorneys' fees) caused by, resulting from, relating to, or based upon any legend regarding original issue
discount on any Note resulting from incorrect information provided by the Underwriter in the certificates
described in Section 4.5 hereof.
7.3 In case any proceeding (including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant to either Section 7.1 or Section 7.2, such person
(the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the
“indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain
its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is understood that the
indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties.
Such firm shall be designated in writing by you, in the case of parties indemnified pursuant to Section 7.1 and
by the Company or GMFI, in the case of parties indemnified pursuant to Section 7.2. The indemnifying party may,
at its option, at any time upon written notice to the indemnified party, assume the defense of any proceeding and
may designate counsel reasonably satisfactory to the indemnified party in connection therewith provided that the
counsel so designated would have no actual or potential conflict of interest in connection with such
representation. Unless it shall assume the defense of any proceeding the indemnifying party shall not be liable
for any settlement of any proceeding, effected without its written consent, but if settled with such consent or
if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment. If the indemnifying party
assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the
indemnified party or, if such settlement provides for release of the indemnified party in connection with all
matters relating to the proceeding which have been asserted against the indemnified party in such proceeding by
the other parties to such settlement, without the consent of the indemnified party.
7.4 If the indemnification provided for in this Section 7 is unavailable to an indemnified party under
Section 7.1 or Section 7.2 hereof or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or
liabilities, in such proportion as is appropriate to reflect not only the relative benefits received by the
Company and GMFI on the one hand and the Underwriter on the other from the offering of the Notes but also the
relative fault of the Company or GMFI on the one hand and of the Underwriter on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company and GMFI on the one hand and of the
Underwriter on the other 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 relates to
information supplied by the Company or by the Underwriter, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
7.5 The Company, GMFI and the Underwriter agree that it would not be just and equitable if contribution
pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does
not take account of the considerations referred to in Section 7.4 above. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and liabilities referred to in this Section 7 shall
be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim except where the
indemnified party is required to bear such expenses pursuant to Section 7.4; which expenses the indemnifying
party shall pay as and when incurred, at the request of the indemnified party, to the extent that the
indemnifying party believes that it will be ultimately obligated to pay such expenses. In the event that any
expenses so paid by the indemnifying party are subsequently determined to not be required to be borne by the
indemnifying party hereunder, the party which received such payment shall promptly refund the amount so paid to
the party which made such payment. 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.
7.6 The indemnity and contribution agreements contained in this Section 7 and the representations and
warranties of the Company and GMFI in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made by the Underwriter or on behalf
of the Underwriter or any person controlling the Underwriter or by or on behalf of the Company or GMFI and their
respective directors or officers or any person controlling the Company or GMFI and (iii) acceptance of and
payment for any of the Notes.
8. Termination. This Agreement shall be subject to termination by notice given to the Company and GMFI, if
the sale of the Notes provided for herein is not consummated because of any failure or refusal on the part of the
Company or GMFI to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company or GMFI shall be unable to perform their respective obligations under this Agreement. If you
terminate this Agreement in accordance with this Section 8, the Company or GMFI will reimburse you for all
reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been
reasonably incurred by the Underwriter in connection with the proposed purchase and sale of the Notes.
9. Certain Representations and Indemnities to Survive. The respective agreements, representations,
warranties, indemnities and other statements of the Company, GMFI or the officers of any of the Company, GMFI,
and you set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by you or on your behalf or made by or on behalf of
the Company or GMFI or any of their respective officers, directors or controlling persons, and will survive
delivery of and payment for the Notes.
10. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to
the Underwriter will be mailed, delivered or telegraphed and confirmed to you at [__________], or if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it at GreenPoint Mortgage Securities LLC, 000
Xxxx Xxxxxx Xxxxx, Xxxxxxxx #00000, Xxxxxx, Xxxxxxxxxx 00000, Attention: [_________]; or, if sent to GMFI will be
mailed, delivered or telegraphed and confirmed to it at GMFI, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxx #00000, Xxxxxx,
Xxxxxxxxxx 00000, Attention: [__________].
11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and
their respective successors and the officers and directors and controlling persons referred to in Section 7
hereof, and their successors and assigns, and no other person will have any right or obligation hereunder.
12. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the
State of New York, without regard to the conflict of law principles thereof, other than Sections 5-1401 and
5-1402 of the New York General Obligations Law.
13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, which taken together shall constitute one and the same instrument.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us
a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the
Company, GMFI and you.
Very truly yours,
GREENPOINT MORTGAGE SECURITIES LLC
By:___________________________________________________________
Name:
Title:
GREENPOINT MORTGAGE FUNDING, INC.
By:___________________________________________________________
Name:
Title:
The foregoing Underwriting Agreement
is hereby confirmed and accepted as of
the date first above written.
[UNDERWRITER]
By:_________________________________________
Name:
Title:
EXHIBIT A
EXCLUDED INFORMATION
EXHIBIT B
UNDERWRITER INFORMATION
EXHIBIT C
UNDERWRITER'S CERTIFICATE
