UNDERWRITING AGREEMENT STANWICH ASSET ACCEPTANCE COMPANY, L.L.C. Carrington Mortgage Loan Trust, Series 2006-RFC1 Asset-Backed Pass-Through Certificates
STANWICH
ASSET ACCEPTANCE COMPANY, L.L.C.
Xxxxxxxxxx
Mortgage Loan Trust, Series 2006-RFC1 Asset-Backed Pass-Through
Certificates
|
$326,012,000
|
Adjustable
Rate
|
Class
A-1 Certificates
|
|
$136,451,000
|
Adjustable
Rate
|
Class
A-2 Certificates
|
|
$89,061,000
|
Adjustable
Rate
|
Class
A-3 Certificates
|
|
$41,680,000
|
Adjustable
Rate
|
Class
A-4 Certificates
|
|
$30,501,000
|
Adjustable
Rate
|
Class
M-1 Certificates
|
|
$28,546,000
|
Adjustable
Rate
|
Class
M-2 Certificates
|
|
$16,815,000
|
Adjustable
Rate
|
Class
M-3 Certificates
|
|
$15,250,000
|
Adjustable
Rate
|
Class
M-4 Certificates
|
|
$14,859,000
|
Adjustable
Rate
|
Class
M-5 Certificates
|
|
$12,904,000
|
Adjustable
Rate
|
Class
M-6 Certificates
|
|
$12,513,000
|
Adjustable
Rate
|
Class
M-7 Certificates
|
|
$10,949,000
|
Adjustable
Rate
|
Class
M-8 Certificates
|
|
$7,821,000
|
Adjustable
Rate
|
Class
M-9 Certificates
|
May
17,
2006
Bear,
Xxxxxxx & Co. Inc.
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
New
York,
NY 10179
Citigroup
Global Markets Inc.
000
Xxxxxxxxx Xxxxxx, 0xx
Floor
New
York,
NY 10013
Northeast
Securities, Inc.
000
Xxxx
Xxxxxx, 8th
Floor
New
York,
NY 10005
Residential
Funding Securities Corporation
0000
Xxxxxxxxx Xxxxxx, Xxx. 000
Bethesda,
MD 20814
Ladies
and Gentlemen:
Stanwich
Asset Acceptance Company, L.L.C., a Delaware limited liability company (the
“Company”), proposes to sell to Bear, Xxxxxxx & Co. Inc., Citigroup Global
Markets Inc., Northeast Securities, Inc. and Residential Funding Securities
Corporation (each an “Underwriter” and collectively the “Underwriters”), the
respective amounts set forth opposite each Underwriter’s name in Schedule I
attached hereto of Xxxxxxxxxx Mortgage Loan Trust, Series 2006-RFC1 Asset-Backed
Pass-Through Certificates, Class
A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
Class M-9 Certificates (collectively,
the “Certificates” or the “Underwritten Certificates”). The Certificates
together with the Class M-10, Class CE, Class P, Class R-I and Class R-II
Certificates of the same series, will evidence the entire beneficial interest
in
the Trust Fund (as defined in the Pooling and Servicing Agreement referred
to
below), consisting primarily of a pool (the “Pool”) of adjustable-rate and
fixed-rate, interest-only, balloon and fully-amortizing, first and second lien,
closed-end, subprime mortgage loans (the “Mortgage Loans”) as described in the
Prospectus Supplement (as hereinafter defined) to be sold by the
Company.
The
Certificates will be issued pursuant to a pooling and servicing agreement (the
“Pooling and Servicing Agreement”) to be dated as of May 1, 2006 (the “Cut-off
Date”) among the Company, as depositor, Homecomings Financial Network, Inc., as
servicer, and Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”). The
Certificates are described more fully in the Base Prospectus and the Prospectus
Supplement (each as hereinafter defined) which the Company has furnished to
the
Underwriters.
1.
Representations,
Warranties and Covenants.
1.1 The
Company represents and warrants to, and agrees with each Underwriter
that:
(a) The
Company has filed with the Securities and Exchange Commission (the “Commission”)
a registration statement (No. 333-130210) on Form S-3 for the registration
under
the Securities Act of 1933, as amended (the “Act”), of Mortgage Asset-Backed
Pass-Through Certificates (issuable in series), including the Certificates,
which registration statement was prepared by the Company in conformity with
the
Act and 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
dated on or about May 16, 2006 (the “Prospectus Supplement”), to the prospectus
dated May 16, 2006 (the “Base Prospectus”), relating to the Certificates and the
method of distribution thereof. Such registration statement (No. 333-130210)
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 Certificates, are hereinafter called the “Prospectus.” Any preliminary form
of the Prospectus Supplement to be filed pursuant to Rule 424(b) is referred
to
as a “Preliminary Prospectus Supplement” and, together with the Base Prospectus,
and as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto, a “Preliminary Prospectus.”
(b) The
Registration Statement has become effective and remains effective as of the
date
hereof, 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
the Approved Offering Materials (as defined herein) and the Designated Static
Pool Information (as defined herein), taken together, as of the date of the
Approved Offering Materials did not and as of the Closing Date will not, and
the
Prospectus and the Designated Static Pool Information, taken together, 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; provided,
however, that neither the Company nor Xxxxxxxxxx Securities, LP (“Xxxxxxxxxx
Securities”) makes any representations or warranties as to the information
contained in or omitted from the Registration Statement, any Issuer Free Writing
Prospectus, the Approved Offering Materials 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 Xxxxxxxxxx Securities 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 the Preliminary Prospectus Supplement
or any Issuer Free Writing Prospectus and included in any Underwriter Prepared
Issuer FWP, or (ii) any information contained in or omitted from the
portions of the Approved Offering Materials or 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 two years 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 Certificates as contemplated hereunder. The Company
acknowledges that the Underwriter Information constitutes the only information
furnished in writing by the Underwriters or on the Underwriters’ behalf for use
in connection with the preparation of the Registration Statement, any
Preliminary Prospectus or the Prospectus, and each Underwriter confirms that
the
Underwriter Information is correct with respect to each of them and the
Certificates it underwrites. The Company also agrees that the representations
and warranties contained in this clause (b) will be made in favor and for the
benefit of Bear, Xxxxxxx & Co. Inc. (“Bear”),
Citigroup Global Markets Inc. (“Citigroup”),
Northeast Securities, Inc. (“Northeast”)
and
Residential Funding Securities Corporation (together with Bear, Citigroup and
Northeast, the “Initial
Purchasers”),
in
connection with the Purchase Agreement dated May 24, 2006 relating to the Class
M-10 Certificates, in the event the above-referenced information is used in
connection with the offer or sale of the Class M-10 Certificates.
(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 the Preliminary 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) “Designated
Static Pool Information” shall mean the static pool information referred to in
the Prospectus under the caption “Description of the Mortgage Pool—Static
Pool Information” but deemed to be excluded from the Registration Statement and
Prospectus pursuant to Item 1105(d) of Regulation AB.
(v) “Excluded
Information” shall mean, with respect to (x) each of the Registration Statement,
the Approved Offering Materials and the Prospectus, the information identified
by underlining or other highlighting as shown on Exhibit A, and (y) each
Underwriter Prepared Issuer FWP and each Underwriter Free Writing Prospectus,
all information contained therein which is restated in, or is corrected and
superseded by, the Approved Offering Materials.
(vi) “Free
Writing Prospectus” shall have the meaning given such term in Rules 405 and 433
of the 1933 Act Regulations.
(vii) “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 Certificates or the offering thereof (for clarity
purposes only, the Company identifies the Free Writing Prospectus attached
hereto as Exhibit D as the only Issuer Free Writing Prospectus in connection
with the Certificates).
(viii) “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.
(ix) “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 Certificate
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 applicable Underwriter to include in a
Free
Writing Prospectus.
(x) “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 Xxxxxxxxxx
Securities to each applicable Underwriter at the time most recent to the date
of
such Free Writing Prospectus.
(xi) “Underwriter
Derived Information” shall refer to information of the type described in
clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities
Offering Reform) when prepared by any 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 any Underwriter other than any Underwriter Prepared Issuer FWP,
including any Permitted Additional Materials.
(xiii) “Underwriter
Prepared Issuer FWP” shall mean any Free Writing Prospectus prepared by or on
behalf of any Underwriter that contains any Issuer Information, including any
Free Writing Prospectus or portion thereof prepared by or on behalf of any
Underwriter that contains only a description of the final terms of the
Certificates or of the offering of the Certificates.
(xiv) “Written
Communication” shall have the meaning given such term in Rule 405 of the 1933
Act Regulations.
(d) The
Commission has not issued any order preventing or suspending the use of the
Prospectus or the effectiveness of the Registration Statement and no proceedings
for such purpose are pending or, to the Company’s knowledge, threatened by the
Commission. There are no contracts or documents of the Company which are
required to be filed as exhibits to the Registration Statement pursuant to
the
Act or the 1933 Act Regulations which have not been so filed or incorporated
by
reference therein on or prior to the Effective Date of the Registration
Statement other than such documents or materials, if any, as any Underwriter
delivers to the Company pursuant to Section 5.4 hereof for filing on Form 8-K.
The conditions for use of Form S-3, as set forth in the general instructions
thereto, have been satisfied.
(e) [Reserved].
(f) The
Registration Statement and the Prospectus conform in all material respects
to
the requirements of the Act and the 1933 Act Regulations.
(g) The
documents incorporated by reference in the Prospectus, when they became
effective or were filed with the Commission, as the case may be, conformed
in
all material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder and
any
further documents so filed and incorporated by referenced in the Prospectus
in
connection with the issuance of the Certificates, when such documents become
effective or are filed with the Commission, as the case may be, will conform
in
all material respects to the requirements of the Act or the Exchange, as
applicable, and the rules and regulations of the Commission
thereunder.
(h) The
Company has all power and authority necessary to own or hold its properties,
to
conduct the business in which it is engaged and to enter into and perform its
obligations under this Agreement and the Pooling and Servicing Agreement (the
“Agreements”) and to cause the Certificates to be issued.
(i) There
are
no actions, proceedings or investigations pending with respect to which the
Company has received service of process before or, to the best of the Company’s
knowledge, threatened by any court, administrative agency or other tribunal
to
which the Company is a party or of which any of its properties is the subject
(a) which if determined adversely to the Company would have a material adverse
effect on the business or financial condition of the Company, (b) asserting
the
invalidity of any of the Agreements or the Certificates, (c) seeking to prevent
the issuance of the Certificates or the consummation by the Company or any
of
the transactions contemplated by any of the Agreements or (d) which might
materially and adversely affect the performance by the Company of its
obligations under, or the validity or enforceability of any of the Agreements
or
the Certificates to be issued.
(j) This
Agreement has been, and the other Agreements when executed and delivered as
contemplated hereby and thereby will have been, duly authorized, executed and
delivered by the Company, and this Agreement constitutes, and the other
Agreements when executed and delivered as contemplated herein will constitute,
legal, valid and binding instruments enforceable against the Company in
accordance with their respective terms, subject as to enforceability to (x)
applicable bankruptcy, reorganization, insolvency, moratorium or other similar
laws affecting creditors’ rights generally, (y) general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law), and (z) with respect to rights of indemnity under any of the Agreements,
limitations of public policy under applicable securities laws.
(k) The
execution, delivery and performance of the Agreements by the Company and the
consummation of the transactions contemplated hereby and thereby, and the
issuance and delivery of the Certificates do not and will not conflict with
or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company is a party,
by
which the Company is bound or to which any of the properties or assets of the
Company or any of its subsidiaries is subject, which breach or violation would
have a material adverse effect on the business, operations or financial
condition of the Company or its ability to perform its obligations under any
of
the Agreements, nor will such actions result in any violation of the provisions
of the formation documents of the Company or any statute or any order, rule
or
regulation of any court or governmental agency or body having jurisdiction
over
the Company or any of its properties or assets, which breach or violation would
have a material adverse effect on the business, operations or financial
condition of the Company or its ability to perform its obligations under any
of
the Agreements.
(l) The
direction by the Company to the Trustee to execute, authenticate, issue and
deliver the Certificates has been duly authorized by the Company.
(m) No
consent, approval, authorization, order, registration or qualification of or
with any court or governmental agency or body of the United States is required
for the issuance of the Certificates and the sale of the Underwritten
Certificates to the Underwriters, or the consummation by the Company of the
other transactions contemplated by the Agreements except such consents,
approvals, authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase and
distribution of the Underwritten Certificates by the Underwriters or as have
been obtained.
(n) At
the
time of the execution and delivery of the Pooling and Servicing Agreement,
the
Company will: (i) have equitable title to the interest in the Mortgage Loans
conveyed by Xxxxxxxxxx Securities, free and clear of any lien, mortgage, pledge,
charge, encumbrance, adverse claim or other security interest (collectively,
“Liens”) and (ii) not have assigned to any person (other than the Trustee) any
of its right, title or interest in the Mortgage Loans.
(o) Any
taxes, fees and other governmental charges in connection with the execution,
delivery and issuance of the Agreements and the Certificates have been paid
or
will be paid at or prior to the Closing Date.
(p) Since
the
respective dates as of which information is given in the Prospectus, there
has
not been any material adverse change in the general affairs, management,
financial condition, or results of operations of the Company or Xxxxxxxxxx
Securities, otherwise than as set forth or contemplated in the Prospectus as
supplemented or amended as of the Closing Date.
(q) The
Company has been duly formed and is validly existing as a limited liability
company in good standing under the laws of the State of Delaware and has the
requisite limited liability company power to own its properties and to conduct
its business as presently conducted by it.
(r) 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 Certificate 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
applicable to the Company 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.
(s) As
of the
Closing Date (as defined herein) the Certificates will conform in all material
respects to the description thereof contained in the Prospectus and the
representations and warranties of the Company in the Pooling and Servicing
Agreement will be true and correct in all material respects.
1.2 [Reserved].
1.3 Each
Underwriter represents and warrants to and agrees with the Company and
Xxxxxxxxxx Securities that:
(a) Such
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 Certificates remain
outstanding.
(b) Such
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
Certificates remain outstanding.
(c) Such
Underwriter hereby certifies that with respect to each class of Certificates
to
be maintained on the book-entry records of The Depository Trust Company (“DTC”),
the interest in each such class of Certificates sold to any person on the date
of initial sale thereof by such Underwriter will not be less than the minimum
denomination indicated for such class of Certificates in the Prospectus
Supplement.
(d) Such
Underwriter will have funds available at the Trustee, in such Underwriter’s
account at such bank at that time of the closing of the sale of the Certificates
is completed, except for the transfer of funds and the delivery of the
Certificates. Such funds will be available for immediate transfer into the
account of the Company maintained at such bank.
(e) [Reserved].
(f) As
of the
date hereof and as of the Closing Date, such Underwriter has complied with
all
of its obligations hereunder, and all Underwriter Prepared Issuer FWP and
Underwriter Information prepared by such Underwriter are accurate in all
material respects (taking into account the assumptions explicitly set forth
in
such Underwriter Prepared Issuer FWP, except for any Excluded Information and
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 the
Preliminary Prospectus Supplement or any Issuer Free Writing Prospectus and
included in any Underwriter Prepared Issuer FWP). The Underwriter Prepared
Issuer FWP delivered to the Company, if any, constitutes a complete set of
all
Underwriter Prepared Issuer FWP furnished by such Underwriter to any investor
by
such Underwriter in connection with the offering of any
Certificates.
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 each Underwriter,
and
each Underwriter agrees to purchase from the Company, the Certificates set
forth
opposite its name in Schedule I hereto, at a price equal to 100.000% of the
aggregate certificate principal balance of the Class
A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class
M-4,
Class
M-5,
Class
M-6, Class M-7, Class M-8 and Class M-9 Certificates.
3.
Delivery
and Payment.
Delivery of and payment for the Certificates shall be made at the office of
Xxxxxxx Xxxxxxxx & Xxxx LLP at 10:00 a.m., New York City time, on May 24,
2006 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 Certificates being herein called the “Closing
Date”). Delivery of the Certificates shall be made to you through The Depository
Trust Company (“DTC”) against payment by you of the purchase price thereof to or
upon the order of the Company by wire transfer in immediately available
funds.
4.
Offering
by Underwriters.
4.1 It
is
understood that the Underwriters propose to offer the Certificates for sale
to
the public as set forth in the Prospectus and each Underwriter agrees that
all
such offers and sales 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, no Underwriter has pledged, sold, disposed of
or
otherwise transferred any Certificate or any interest in any
Certificate.
4.2 It
is
understood that the Underwriters will solicit offers to purchase the
Certificates as follows:
(a) Prior
to
the time the Underwriters have received the Approved Offering Materials the
Underwriters may, in compliance with the provisions of this Agreement, solicit
offers to purchase Certificates; provided, that the Underwriters shall not
accept any such offer to purchase a Certificate or any interest in any
Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for
any Certificate, any interest in any Certificate or any Mortgage Loan prior
to
its conveyance of Approved Offering Materials to the investor.
(b) Any
Written Communication relating to the Certificates 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 Certificates with the recipient shall
prominently set forth the following statements (or substantially similar
statements approved by the Company and as set forth on Exhibit C):
The
information in this free writing prospectus, if conveyed prior to the time
of
your contractual commitment to purchase any of the Certificates, supersedes
any
information contained in any prior similar materials relating to the
Certificates. 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 Certificates referred to in this free writing prospectus and to solicit
an
offer to purchase the Certificates, 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 Certificates, until we have accepted
your offer to purchase Certificates.
The
Certificates referred to in these materials are being sold when, as and if
issued. The issuer is not obligated to issue such Certificates or any similar
security and the underwriter’s obligation to deliver such Certificates is
subject to the terms and conditions of the underwriting agreement with the
issuer and the availability of such Certificates when, as and if issued by
the
issuer. You are advised that the terms of the Certificates, 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 Certificates may be split, combined or eliminated), at any time prior to
issuance or availability of a final prospectus. You are advised that
Certificates may not be issued that have the characteristics described in these
materials. The underwriter’s obligation to sell such Certificates to you is
conditioned on the mortgage loans and Certificates having the characteristics
described in these materials. If for any reason the issuer does not deliver
such
Certificates, 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
Certificates 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 no Underwriter will enter into a Contract of Sale with any
investor until the Approved Offering Materials have been conveyed to the
investor with respect to the Certificates which are the subject of such Contract
of Sale.
4.4 It
is
understood that each Underwriter 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, no Underwriter shall 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 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 the Preliminary Prospectus Supplement
or
any Issuer Free Writing Prospectus and included in any Underwriter Prepared
Issuer FWP or any Underwriter Free Writing Prospectus.
(b) Each
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 an 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, or in any email
or other electronic message provided to prospective investors, to the extent
constituting a Free Writing Prospectus, shall be deemed for purposes of this
Agreement to be an Underwriter Free Writing Prospectus prepared by such
Underwriter and shall not be subject to the required consent of the Company
set
forth in the third sentence in Section 4.4(e). In connection therewith, such
Underwriter agrees that it shall not provide any information constituting Issuer
Information through the foregoing media unless (i) such information or
substantially similar information is contained either in an Issuer Free Writing
Prospectus or in an Underwriter Prepared Issuer FWP in compliance with Section
4.4(e) or (ii) to the extent such information consists of the terms of the
Certificates, the final version of the terms of the Certificates or
substantially similar information is contained either in an Issuer Free Writing
Prospectus or in an Underwriter Prepared Issuer FWP in compliance with Section
4.4(e).
(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 and as set forth on
Exhibit C):
“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 Underwriters 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
Underwriters or the Company, as applicable (which shall not be unreasonably
withheld).
(e) Each
Underwriter shall deliver to the Company and its counsel (in such format as
reasonably required by the Company), prior to the proposed date of first use
thereof (unless such timing requirement is waived by the Company), any
Underwriter Prepared Issuer FWP (as defined above). To facilitate filing to
the
extent required by Section 5.11 or 5.12, as applicable, all Underwriter Derived
Information shall be set forth in a document separate from any Underwriter
Prepared Issuer FWP including Issuer Information. Consent to use of any
Underwriter Prepared Issuer FWP must be given by the Company in written or
electronic format before an Underwriter provides the Underwriter Prepared Issuer
FWP to investors pursuant to the terms of this Agreement. Notwithstanding the
foregoing, each Underwriter shall not be required to deliver or obtain consent
to use an Underwriter Prepared Issuer FWP to the extent that it does not contain
substantive changes from or additions to any Underwriter Prepared Issuer FWP
previously approved by the Company. In the event that an Underwriter uses any
Underwriter Prepared Issuer FWP without complying with the foregoing
requirements, that Underwriter Prepared Issuer FWP shall be deemed to be an
Underwriter Free Writing Prospectus for purposes of Section 7.1 and
7.2.
(f) Each
Underwriter shall provide the Company with a letter from Deloitte & Touche
LLP, certified public accountants, prior to the Closing Date, satisfactory
in
form and substance to the Company, Xxxxxxxxxx Securities 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 prepared by that Underwriter, other
than
any Pool Information therein and any information accurately extracted from
the
Preliminary Prospectus Supplement or 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 applicable
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.
(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, such Underwriter shall cooperate with the Company to prepare a
corrective Issuer Free Writing Prospectus that such Underwriter will provide
to
any such prospective investor and the Company shall file to the extent required
herein. In the event that an 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 such 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”), such Underwriter shall
notify the Company thereof as soon as practical but in any event within one
business day after discovery.
(i) If
an
Underwriter does not provide any Free Writing Prospectuses to the Company
pursuant to subsection (e) above, such 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 Certificates that would constitute an Underwriter Prepared
Issuer FWP.
(j) In
the
event of any delay in the delivery by an 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
Underwriters, 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 5.11 to file such Underwriter Prepared Issuer
FWP
by the time specified therein.
(k) Each
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 Certificates. 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 such Underwriter to solicit offers to purchase
Certificates to the extent not filed with the Commission;
(ii) regarding
each Free Writing Prospectus delivered by such 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) Each
Underwriter covenants with the Company that after the final Prospectus is
available such Underwriter shall not distribute any written information
concerning the Certificates 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) No
Underwriter shall use any Free Writing Prospectus in connection with the
solicitation of offers to purchase Certificates from any prospective investor
in
a class of Certificates with denominations of less than $100,000 or otherwise
designated as a “retail” class of Certificates, and no Underwriter shall
authorize any such use of any Free Writing Prospectus by any dealer that
purchases any such Certificates from such Underwriter
(n) Prior
to
the Closing Date, the Underwriters covenant to notify the Company and Xxxxxxxxxx
Securities, LP 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.
4.5 [Reserved].
4.6 Each
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 by such Underwriter 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 such Underwriter; (ii) if
a
paper copy of the Prospectus is requested by a person who receives a
confirmation, such Underwriter shall deliver a printed or paper copy of such
Prospectus; and (iii) if an electronic copy of the Prospectus is delivered
by an
Underwriter for any purpose, such copy shall be the same electronic file
containing the Prospectus in the identical form transmitted electronically
to
such Underwriter by or on behalf of the Company specifically for use by such
Underwriter pursuant to this Section 4.6; for example, if the Prospectus is
delivered to an Underwriter by or on behalf of the Company in a single
electronic file in pdf format, then such Underwriter will deliver the electronic
copy of the Prospectus in the same single electronic file in pdf format. Each
Underwriter further agrees that (i) if it delivers to an investor the Prospectus
in pdf format, upon such Underwriter’s receipt of a request from the investor
within the period for which delivery of the Prospectus is required, such
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 pdf format, except to the extent that the Company, in its
sole
discretion, waives such requirements.
5.
Agreements.
The
Company and each Underwriter agree as follows:
5.1 Before
amending or supplementing the Registration Statement or the Prospectus with
respect to the Certificates, the Company will furnish you with a copy of each
such proposed amendment or supplement.
5.2 The
Company will cause the Preliminary Prospectus and 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
Certificates in which a prospectus relating to the Certificates 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 an Underwriter determines or becomes aware that any Written
Communication (including without limitation any Approved Offering Materials)
or
oral statement (when considered in conjunction with all information conveyed
at
the time of Contract of Sale) made or prepared by the Company or such
Underwriter 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 such Underwriter may prepare corrective
information, with notice to the other party and such 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 based on such written
communication or oral statement, 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 In
connection with any transaction by this Agreement, the Company and each of
their
affiliates maintain customary arm’s-length business relationships with each
Underwriter and each of their respective affiliates, and no fiduciary duty
on
the part of the Underwriters or any of their respective affiliates is thereby
or
hereby intended or created, and the express disclaimer of any such fiduciary
relationship on the part of the Underwriters and each of their respective
affiliates is hereby acknowledged and accepted by the Company and each of its
affiliates.
5.6 The
Company will furnish to the Underwriters, 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 the Underwriters may reasonably
request; provided,
however,
that if
the Prospectus is not delivered with the confirmation in reliance on Rule 172
by
an Underwriter, such Underwriter 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.
5.7 The
Company agrees, so long as the Certificates shall be outstanding, or until
such
time as the Underwriters shall cease to maintain a secondary market in the
Certificates, whichever first occurs, to deliver to the Underwriters the annual
statement as to compliance delivered to the Trustee pursuant to Section 3.20
of
the Pooling and Servicing Agreement and the annual statement of a firm of
independent public accountants furnished to the Trustee pursuant to Section
3.21
of the Pooling and Servicing Agreement, as soon as such statements are furnished
to the Company.
5.8 The
Company will endeavor to arrange for the qualification of the Certificates
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 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 that would subject it to general or unlimited
service of process in any jurisdiction where it is not now so
subject.
5.9 If
the
transactions contemplated by this Agreement are consummated, the Company or
Xxxxxxxxxx Securities will pay or cause to be paid all expenses incident to
the
performance of the obligations of the Company or Xxxxxxxxxx Securities 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 Certificates for sale and determination
of
their eligibility for investment under the laws of such jurisdictions as you
have reasonably requested pursuant to Section 5.8 above and the printing of
memoranda relating thereto, for any fees charged by investment rating agencies
for the rating of the Certificates, and for expenses incurred in distributing
the Prospectus (including any amendments and supplements thereto) to the
Underwriters. 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
Certificates.
5.10 If,
during the period after the Closing Date in which a prospectus relating to
the
Certificates 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 Certificates is in effect,
the
Company will advise you of the issuance of such stop order.
5.11 The
Company shall file any Issuer Free Writing Prospectus, and (any Underwriter
Prepared Issuer FWP provided to it by an 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 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, and (2) a description of the terms
of
the Certificates that does not reflect the final terms after they have been
established for all classes of all Certificates 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 such 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
Underwriters must comply with their obligations pursuant to Section 4.4 and
that
the Company shall not be required to file any Free Writing Prospectus prepared
by such Underwriter to the extent such Free Writing Prospectus includes
information in a Free Writing Prospectus, Preliminary 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 Each
Underwriter shall file any Underwriter Free Writing Prospectus that has been
distributed by such Underwriter in a manner reasonably designed to lead to
its
broad, unrestricted dissemination within the later of two business days after
such 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
such 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, Preliminary 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.
5.13 The
Company acknowledges and agrees that each 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 financial advisor or a
fiduciary to, or an agent of, the Company or any other person. Additionally,
no
Underwriter is 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 Underwriters shall have no
responsibility or liability to the Company with respect thereto. Any review
by
the Underwriters of the Company, the transactions contemplated hereby or other
matters relating to such transactions will be performed solely for the benefit
of the Underwriters and shall not be on behalf of the Company.
6.
Conditions
to the Obligations of the Underwriters.
The
Underwriters’ obligation to purchase the Certificates 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
March 1, 2006, there shall have been no material adverse change (not in the
ordinary course of business) in the condition of the Company or Xxxxxxxxxx
Securities.
6.3 The
Company shall have delivered to you a certificate, dated the Closing Date,
of
the President or a Vice President of the Company to the effect that the signer
of such certificate has examined this Agreement, the Approved Offering
Materials, the Prospectus, the Pooling and Servicing Agreement 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 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 You
shall
have received a negative assurance letter regarding the Preliminary Prospectus
and Prospectus from Xxxxxxx Xxxxxxxx & Xxxx LLP, special counsel for the
Company and Xxxxxxxxxx Securities.
6.5 You
shall
have received the opinions of Xxxxxxx Xxxxxxxx & Xxxx LLP, special counsel
for the Company and Xxxxxxxxxx Securities, dated the Closing Date in form and
substance satisfactory to the Underwriters.
6.6 You
shall
have received from Xxxxx,
Xxxxx, Xxxx & Maw LLP, counsel for
the
Underwriters, an opinion dated the Closing Date in form and substance
satisfactory to the Underwriters.
6.7 You
shall
have received from Deloitte & Touche LLP, certified public accountants, (a)
a letter dated the date hereof and satisfactory in form and substance to the
Underwriters and your counsel, to the effect that they have performed certain
specified procedures, all of which have been agreed to by you, 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,” “Pooling and Servicing Agreement,”
“Description of the Certificates” and “Yield and Prepayment Considerations”
agrees with the records of the Company and Xxxxxxxxxx Securities excluding
any
questions of legal interpretation and (b) the letter prepared pursuant to
Section 4.4(f) hereof.
6.8 The
Class
A-1, Class A-2, Class A-3 and Class A-4 Certificates shall
have each been rated “AAA” by Standard & Poor’s, a division of The
XxXxxx-Xxxx Companies, Inc. (“Standard & Poor’s”), “Aaa” by Xxxxx’x
Investors Service, Inc. (“Xxxxx’x”) and “AAA” by Fitch Ratings (“Fitch”). The
Class
M-1
Certificates shall
have been rated “AA+” by Standard & Poor’s, “Aa1” by Moody’s and “AA+” by
Fitch . The Class
M-2
Certificates shall
have been rated “AA+” by Standard & Poor’s, “Aa2” by Moody’s and “AA+” by
Fitch. The Class
M-3
Certificates shall
have been rated “AA” by Standard & Poor’s, “Aa3” by Moody’s and “AA” by
Fitch. The Class
M-4
Certificates shall
have been rated “AA” by Standard & Poor’s, “A1” by Moody’s and “AA” by
Fitch. The Class
M-5
Certificates shall
have been rated “AA-” by Standard & Poor’s, “A2” by Moody’s and “AA-” by
Fitch. The Class
M-6
Certificates shall
have been rated “A+” by Standard & Poor’s, “A3” by Moody’s and “A+” by
Fitch. The Class
M-7
Certificates shall
have been rated “A” by Standard & Poor’s, “Baa1” by Moody’s and “A-” by
Fitch. The Class M-8 Certificates shall have been rated “A” by Standard &
Poor’s, “Baa2” by Xxxxx’x and “BBB+” by Fitch. The Class M-9 Certificates shall
have been rated “BBB+” by Standard & Poor’s, “Baa3” by Xxxxx’x and “BBB+” by
Fitch.
6.9 You
shall
have received the opinion of Xxxxx Xxxxxxx LLP, counsel to the Trustee, dated
the Closing Date in form and substance satisfactory to the
Underwriters.
6.10 [Reserved].
6.11 You
shall
have received from Xxxxxxx Xxxxxxxx & Xxxx LLP, special counsel to the
Company, reliance letters with respect to any opinions delivered to Standard
& Poor’s, Moody’s and Fitch.
6.12 The
Company and Xxxxxxxxxx Securities shall have furnished you with such other
certificates of its officers or others and such other documents or opinions
as
you or your counsel may reasonably request.
6.13 Subsequent
to the execution and delivery of this Agreement and prior to the Closing Date
none of the following shall have occurred: (i) trading in securities generally
on the New York Stock Exchange, the American Stock Exchange or the
over-the-counter market shall have been suspended or minimum prices shall have
been established on either of such exchanges or such market by the Commission,
by such exchange or by any other regulatory body or governmental authority
having jurisdiction; (ii) a banking moratorium shall have been declared by
Federal or New York state authorities; (iii) the United States shall have become
engaged in material hostilities, there shall have been an escalation of such
hostilities involving the United States or there shall have been a declaration
of war by the United States; (iv) a material disruption in settlement or
clearing operations shall occur; or (v) there shall have occurred such a
material adverse change in general economic, political or financial conditions
(or the effect of international conditions on the financial markets of the
United States shall be such) which is material and adverse, and in the case
of
any of the events specified in clauses (i) through (v), either individually
or
together with any other such event makes it in the judgment of the Underwriters,
impractical to market the Certificates.
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 Xxxxxxxxxx Securities, jointly and severally, agree to indemnify
and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter 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 Certificates as originally
filed or in any amendment thereof or other filing incorporated by reference
therein, or in the Approved Offering Materials or the Prospectus and Designated
Static Pool Information, taken together, or incorporated by reference in the
Approved Offering Materials or the Prospectus (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, or (iii) caused
by
any untrue statement of a material fact or alleged untrue statement of a
material fact contained in (x) any Underwriter Prepared Issuer FWP or any
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, that in either
case was caused by any error or omission in any Pool Information or (y) any
information accurately extracted from the Preliminary Prospectus Supplement
or
any Issuer Free Writing Prospectus and included in any Underwriter Prepared
Issuer FWP or Underwriter Free Writing Prospectus, 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 an Underwriter has agreed to indemnify the Company
pursuant to clause (i) of Section 7.2; provided,
however,
that
none of the Company or Xxxxxxxxxx Securities 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. The Company
and Xxxxxxxxxx Securities also agree that the indemnities contained in this
Section 7.1 and the provisions of Sections 7.3, 7.4, 7.5 and 7.6 relating to
such indemnities will apply in favor of the Initial Purchasers and each person,
if any, who controls any Initial Purchaser within the meaning of Section 15
of
the Act or Section 20 of the Exchange Act in the event the above-referenced
information is used in connection with the offer or sale of the Class M-10
Certificates.
7.2 Each
Underwriter severally agrees to indemnify and hold harmless the Company,
Xxxxxxxxxx Securities, their respective directors or officers and any person
controlling the Company or Xxxxxxxxxx Securities 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 as it relates to such Underwriter, 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 prepared by such Underwriter (except for any information
accurately extracted from the Preliminary Prospectus Supplement or 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 prepared by such Underwriter (except for any information
accurately extracted from the Preliminary Prospectus Supplement or 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, (iv) caused by any Underwriter Prepared Issuer FWP
for which the conditions set forth in Section 4.4(e) above are not satisfied
with respect to the prior consent by the Company, and (v) resulting from such
Underwriter’s failure to comply with Section 4.3 or failure to file any
Underwriter Free Writing Prospectus prepared by such Underwriter required to
be
filed in accordance with Section 5.12; 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 prepared by
such
Underwriter that was caused by any error or omission in any Pool Information
unless such Underwriter has failed to comply with Section 4.3 and such error
was
corrected in the Approved Offering Materials; provided,
further,
that
none of the Company, Xxxxxxxxxx Securities or any Underwriter 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, each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, Xxxxxxxxxx Securities, their respective directors
or officers and any person controlling the Company or Xxxxxxxxxx Securities
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 Certificate resulting from incorrect information provided by such
Underwriter in the certificates described in Section 4.3 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 Xxxxxxxxxx Securities, 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 Xxxxxxxxxx Securities on the one hand and the Underwriters on the other
from
the offering of the Certificates but also the relative fault of the Company
or
Xxxxxxxxxx Securities on the one hand and the related 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 Xxxxxxxxxx Securities
on
the one hand and of the related 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 such Underwriter, and
the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The relative benefits received
by
the Company and Xxxxxxxxxx Securities on the one hand and of the Underwriters
on
the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear
to
the total underwriting discounts and commissions received by the Underwriters.
Notwithstanding the provisions of this Section 7.4, no Underwriter shall be
required to contribute any amount in excess of underwriting discounts and
commissions received by such Underwriter.
7.5 The
Company, Xxxxxxxxxx Securities and the Underwriters agree that it would not
be
just and equitable if contribution pursuant to this Section 7 were determined
by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) 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. The Underwriters’ obligations in this Section 7 to contribute are
several in proportion to their respective underwriting obligations and not
joint. 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 Xxxxxxxxxx Securities 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
Underwriters or on behalf of the Underwriters or any person controlling any
Underwriter or by or on behalf of the Company or Xxxxxxxxxx Securities and
their
respective directors or officers or any person controlling the Company or
Xxxxxxxxxx Securities and (iii) acceptance of and payment for any of the
Certificates.
8.
Obligations
of Xxxxxxxxxx Securities.
Xxxxxxxxxx Securities agrees with the Underwriters, for the sole and exclusive
benefit of the Underwriters, each Underwriter’s officers and directors and each
person controlling an Underwriter within the meaning of the Act, and not for
the
benefit of any assignee thereof or any other person or persons dealing with
any
Underwriter as follows: in consideration of and as an inducement to their
agreement to purchase the Underwritten Certificates from the Company, to
indemnify and hold harmless each Underwriter against any failure by the Company
to perform its obligations to the Underwriters hereunder, including, without
limitation, any failure by the Company to honor any obligation to the
Underwriters pursuant to Sections 7 and 11 (with respect to the survival of
indemnities) hereof. In the case of any claim against Xxxxxxxxxx Securities
by
an Underwriter, any officer or director of an Underwriter or any person
controlling an Underwriter, it shall not be necessary for such claimant to
first
pursue any remedy from or exhaust any procedures against the
Company.
9.
Default
by One or More of the Underwriters.
If one
or more of the Underwriters participating in the public offering of the
Certificates shall fail on the Closing Date to purchase the Certificates which
it is (or they are) obligated to purchase hereunder (the “Defaulted
Certificates”), then such of the non-defaulting Underwriters shall have the
right, within 24 hours thereafter, to make arrangements for one or more of
the
non-defaulting Underwriters, or any other underwriters, to purchase all, but
not
less than all, of the Defaulted Certificates in such amounts as may be agreed
upon and upon the terms herein set forth. If, however, the Underwriters have
not
completed such arrangements within such 24-hour period, then:
(a) if
the
aggregate principal amount of Defaulted Certificates does not exceed 10% of
the
aggregate principal amount of the Certificates to be purchased pursuant to
this
Agreement, the non-defaulting Underwriters named in this Agreement shall be
obligated to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting
obligations of all such non-defaulting Underwriters, or
(b) if
the
aggregate principal amount of Defaulted Certificates exceeds 10% of the
aggregate principal amount of the Certificates to be purchased pursuant to
this
Agreement, this Agreement shall terminate, without any liability on the part
of
any non-defaulting Underwriters.
No
action
taken pursuant to this Section 9 shall relieve any defaulting Underwriter from
any liability with respect to any default of such Underwriter under this
Agreement.
In
the
event of a default by any Underwriters as set forth in this Section 9,
either the Underwriters or the Depositor shall have the right to postpone the
Closing Date for a period not exceeding five (5) Business Days in order that
any
required changes in the Registration Statement or Prospectus or in any other
documents or arrangements may be effected.
10.
Termination.
This
Agreement shall be subject to termination by notice given to the Company and
Xxxxxxxxxx Securities, if the sale of the Certificates provided for herein
is
not consummated because of any failure or refusal on the part of the Company
or
Xxxxxxxxxx Securities to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any reason the Company or Xxxxxxxxxx
Securities shall be unable to perform their respective obligations under this
Agreement. If the Underwriters terminate this Agreement in accordance with
this
Section 10, the Company or Xxxxxxxxxx Securities will reimburse the Underwriters
for all reasonable out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been reasonably incurred by the
Underwriters in connection with the proposed purchase and sale of the
Certificates.
11.
Certain
Representations and Indemnities to Survive.
The
respective agreements, representations, warranties, indemnities and other
statements of the Company, Xxxxxxxxxx Securities or the officers of any of
the
Company, Xxxxxxxxxx Securities, and each Underwriter 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 any
Underwriter or on its behalf or made by or on behalf of any other Underwriter,
the Company or Xxxxxxxxxx Securities or any of their respective officers,
directors or controlling persons, and will survive delivery of and payment
for
the Certificates.
12.
Notices.
All
communications hereunder will be in writing and effective only on receipt,
and,
if sent to the Underwriters will be mailed, delivered or telegraphed and
confirmed to Bear,
Xxxxxxx & Co. Inc., 000 Xxxxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxx, or
if
sent to the Company, will be mailed, delivered or telegraphed, and confirmed
to
it at Stanwich Asset Acceptance Company, L.L.C., Seven Greenwich Office Park,
000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, Attention: President;
or,
if sent to Xxxxxxxxxx Securities will be mailed, delivered or telegraphed and
confirmed to it at Xxxxxxxxxx Securities, LP, Seven Greenwich Office Park,
000
Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, Attention: Xxxxx X.
Xxxx.
13.
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.
14.
Applicable
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).
15.
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.
16.
Third-Party
Beneficiary.
The
Initial Purchasers shall be express third-party beneficiaries of Sections 1
and
7 of this Agreement.
[SIGNATURES
BEGIN ON FOLLOWING PAGE.]
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, Xxxxxxxxxx Securities
and
the Underwriters.
| Very truly yours, | ||
| STANWICH ASSET ACCEPTANCE COMPANY, L.L.C. | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxx | |
|
Name: Xxxxx X. Xxxx |
||
| Title: President | ||
| XXXXXXXXXX SECURITIES, LP | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxx | |
|
Name: Xxxxx X. Xxxx |
||
| Title: President | ||
The
foregoing Underwriting Agreement
is
xxxxxx
confirmed and accepted as of
the
date
first above written.
| BEAR, XXXXXXX & CO. INC. | ||||
|
as
an Underwriter
|
||||
| By: |
/s/
Xxxxxxx Xxxxxxx
|
|||
|
|
||||
|
Name:
Xxxxxxx Xxxxxxx
Title: Senior Managing Director |
||||
| CITIGROUP GLOBAL MARKETS INC. | ||||
|
as
an Underwriter
|
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
|
|
||||
|
Name:
Xxxxxx Xxxxxx
Title: Executive Vice President |
||||
| NORTHEAST SECURITIES, INC. | ||||
|
as
an Underwriter
|
||||
| By: | /s/ Xxxx Xxxxx | |||
|
|
||||
|
Name:
Xxxx Xxxxx
Title: Syndicate Manager |
||||
| RESIDENTIAL FUNDING SECURITIES CORPORATION | ||||
|
as
an Underwriter
|
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
|
|
||||
|
Name:
Xxxxxx X. Xxxxxxx
Title: Director |
||||
SCHEDULE
I
|
Underwriter
|
Principal
Amount of Class A-1 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$272,283,050
|
|
Citigroup
Global Markets Inc.
|
$16,016,650
|
|
Northeast
Securities, Inc.
|
$16,016,650
|
|
Residential
Funding Securities Corporation
|
$16,016,650
|
|
Total
|
$320,333,000
|
|
|
|
|
Underwriter
|
Principal
Amount of Class A-2 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$113,962,900
|
|
Citigroup
Global Markets Inc.
|
$6,703,700
|
|
Northeast
Securities, Inc.
|
$6,703,700
|
|
Residential
Funding Securities Corporation
|
$6,703,700
|
|
Total
|
$134,074,000
|
|
|
|
|
Underwriter
|
Principal
Amount of Class A-3 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$74,382,650
|
|
Citigroup
Global Markets Inc.
|
$4,375,450
|
|
Northeast
Securities, Inc.
|
$4,375,450
|
|
Residential
Funding Securities Corporation
|
$4,375,450
|
|
Total
|
$87,509,000
|
|
|
|
|
Underwriter
|
Principal
Amount of Class A-4 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$34,810,900
|
|
Citigroup
Global Markets Inc.
|
$2,047,700
|
|
Northeast
Securities, Inc.
|
$2,047,700
|
|
Residential
Funding Securities Corporation
|
$2,047,700
|
|
Total
|
$40,954,000
|
|
Underwriter
|
Principal
Amount of Class M-1 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$25,474,500
|
|
Citigroup
Global Markets Inc.
|
$1,498,500
|
|
Northeast
Securities, Inc.
|
$1,498,500
|
|
Residential
Funding Securities Corporation
|
$1,498,500
|
|
Total
|
$29,970,000
|
|
|
|
|
Underwriter
|
Principal
Amount of Class M-2 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$23,840,800
|
|
Citigroup
Global Markets Inc.
|
$1,402,400
|
|
Northeast
Securities, Inc.
|
$1,402,400
|
|
Residential
Funding Securities Corporation
|
$1,402,400
|
|
Total
|
$28,048,000
|
|
Underwriter
|
Principal
Amount of Class M-3 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$14,043,700
|
|
Citigroup
Global Markets Inc.
|
$826,100
|
|
Northeast
Securities, Inc.
|
$826,100
|
|
Residential
Funding Securities Corporation
|
$826,100
|
|
Total
|
$16,522,000
|
|
Underwriter
|
Principal
Amount of Class M-4 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$12,737,250
|
|
Citigroup
Global Markets Inc.
|
$749,250
|
|
Northeast
Securities, Inc.
|
$749,250
|
|
Residential
Funding Securities Corporation
|
$749,250
|
|
Total
|
$14,985,000
|
|
Underwriter
|
Principal
Amount of Class M-5 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$12,410,850
|
|
Citigroup
Global Markets Inc.
|
$730,050
|
|
Northeast
Securities, Inc.
|
$730,050
|
|
Residential
Funding Securities Corporation
|
$730,050
|
|
Total
|
$14,601,000
|
|
Underwriter
|
Principal
Amount of Class M-6 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$10,777,150
|
|
Citigroup
Global Markets Inc.
|
$633,950
|
|
Northeast
Securities, Inc.
|
$633,950
|
|
Residential
Funding Securities Corporation
|
$633,950
|
|
Total
|
$12,679,000
|
|
Underwriter
|
Principal
Amount of Class M-7 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$10,450,750
|
|
Citigroup
Global Markets Inc.
|
$614,750
|
|
Northeast
Securities, Inc.
|
$614,750
|
|
Residential
Funding Securities Corporation
|
$614,750
|
|
Total
|
$12,295,000
|
|
Underwriter
|
Principal
Amount of Class M-8 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$9,144,300
|
|
Citigroup
Global Markets Inc.
|
$537,900
|
|
Northeast
Securities, Inc.
|
$537,900
|
|
Residential
Funding Securities Corporation
|
$537,900
|
|
Total
|
$10,758,000
|
|
Underwriter
|
Principal
Amount of Class M-9 Certificates
|
|
Bear,
Xxxxxxx & Co. Inc.
|
$6,532,250
|
|
Citigroup
Global Markets Inc.
|
$384,250
|
|
Northeast
Securities, Inc.
|
$384,250
|
|
Residential
Funding Securities Corporation
|
$384,250
|
|
Total
|
$7,685,000
|
EXHIBIT
A
EXCLUDED
INFORMATION
Available
upon request
EXHIBIT
B
UNDERWRITER
INFORMATION
Available
upon request
EXHIBIT
C
COMPUTATIONAL
MATERIALS LEGEND
Available
upon request
EXHIBIT
D
ISSUER
FREE WRITING PROSPECTUS
Available
upon request
