Exhibit 99.1
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EXECUTION COPY
$1,135,173,000
AAMES MORTGAGE INVESTMENT TRUST 2005-2
Mortgage Backed Notes
UNDERWRITING AGREEMENT
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May 25, 2005
Countrywide Securities Corporation Friedman, Billings, Xxxxxx & Co., Inc.
as Representative of the Underwriters 0000 Xxxxxxxxxx Xxxxxx North
0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx 00000
Xxxxxxxxx, Xxxxxxxxxx 00000
Citigroup Global Markets Inc. Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxx
0xx Xxxxx Xxxxxxxxx, Xxxxxxxxxxx 00000
Xxx Xxxx, Xxx Xxxx 00000
Bear, Xxxxxxx & Co. Inc. Xxxxxx Brothers Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Credit Suisse First Boston LLC Xxxxxx Xxxxxxx & Co. Incorporated
Eleven Madison Avenue, 5th Floor 0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000 Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
CWABS, Inc. (the "Depositor"), a Delaware limited liability company,
has authorized the issuance and sale of Aames Mortgage Investment Trust 2005-2
Mortgage Backed Notes, consisting of (i) the Class 1A1, Class 1A2, Class 1A3 and
Class 2A1 Notes (the "Senior Notes") and (ii) the Class M1, Class M2, Class M3,
Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class B1, Class B2
and Class B3 Notes (collectively, the "Subordinate Notes"). Also issued are the
Class B4 Notes (the "Non-Underwritten Notes"). The Senior Notes, the Subordinate
Notes and the Non-Underwritten Notes are collectively referred to as the
"Notes."
Only the Senior Notes and the Subordinate Notes (the "Underwritten
Notes") are being purchased by the Underwriters named in Schedule A hereto, and
Countrywide Securities Corporation, Citigroup Global Markets Inc., Bear, Xxxxxxx
& Co. Inc., Credit Suisse First Boston LLC, Friedman, Billings, Xxxxxx & Co.,
Inc., Greenwich Capital Markets, Inc., Xxxxxx Brothers Inc. and Xxxxxx Xxxxxxx &
Co. Incorporated (collectively, the "Underwriters") are purchasing, severally,
only the Underwritten Notes set forth opposite their names in Schedule A, except
that the amounts purchased by the Underwriters may change in accordance with
Section
10 of this Agreement. Countrywide Securities Corporation is acting as
the representative of the Underwriters and in such capacity, is hereinafter
referred to as the "Representative".
The Notes will be issued pursuant to an indenture (the "Indenture")
dated as of May 1, 2005, among Aames Mortgage Investment Trust 2005-2 (the
"Trust" or the "Issuer"), Xxxxx Fargo Bank, N.A., as trust administrator (the
"Trust Administrator"), and Deutsche Bank National Trust Company, as indenture
trustee (the "Indenture Trustee"). Capitalized but undefined terms shall have
the meanings assigned to them in the Indenture or in the Transfer and Servicing
Agreement (as defined below), as applicable.
The Notes represent obligations of the Trust and will be secured by
collateral consisting primarily of first lien, adjustable rate, fully
amortizing, residential mortgage loans, having a Cut-off Date as of the opening
of business on May 1, 2005 (the "Mortgage Loans"), and such amounts as may be
held by the Trust Administrator on behalf of the Indenture Trustee in any
accounts held by the Indenture Trustee or the Trust Administrator for the Trust.
The Mortgage Loans are secured primarily by first deeds of trust or mortgages on
one- to four-family residential properties. Forms of the indenture and transfer
and servicing agreement have been filed as an exhibit to the Registration
Statement (as defined below). The Notes are more fully described in the
Prospectus Supplement (as defined below).
Pursuant to (i) the mortgage loan purchase and assignment agreement
(the "Mortgage Loan Purchase Agreement") dated as of May 1, 2005 between Aames
Investment Corporation, as seller (the "Seller"), and the Depositor and (ii) the
transfer and servicing agreement (the "Transfer and Servicing Agreement") dated
as of May 1, 2005, among the Issuer, the Depositor, the Seller, Xxxxx Fargo
Bank, N.A. as Trust Administrator and as master servicer (in such capacity, the
"Master Servicer"), Aames Capital Corporation as servicer (the "Servicer") and
the Indenture Trustee, the Seller will transfer to the Depositor and the
Depositor will transfer to the Trust, all of its right, title and interest in
and to the unpaid principal balances of the Mortgage Loans as of the Cut-off
Date and interest due on and after the Cut-off Date and the collateral securing
each Mortgage Loan.
SECTION 1. Representations and Warranties of the Depositor. The
Depositor represents and warrants to, and agrees with, the Underwriters that as
of the date hereof and as of the Closing Date:
(a) A Registration Statement on Form S-3 (No. 333-118926), including a
prospectus and a form of prospectus supplement that contemplates the offering of
mortgage backed notes, has (i) been prepared by the Depositor in conformity with
the requirements of the Securities Act of 1933, as amended (the "Securities
Act") and the rules and regulations (the "Rules and Regulations") of the United
States Securities and Exchange Commission (the "Commission") thereunder, (ii)
been filed with the Commission under the Securities Act and (iii) become
effective and is still effective as of the date hereof under the Securities Act.
Copies of such Registration Statement have been delivered by the Depositor to
the Underwriters. As used in this Agreement, "Effective Time" means the date and
the time as of which such Registration Statement, or the most recent
post-effective amendment thereto, if any, was declared effective by the
Commission; "Effective Date" means the date of the Effective Time; "Registration
Statement" means such registration statement, at the Effective Time, including
any documents
incorporated by reference therein at such time; "Basic Prospectus" means such
final prospectus dated October 25, 2004, and "Prospectus Supplement" means the
final prospectus supplement dated May 25, 2005, relating to the Underwritten
Notes, to be filed with the Commission pursuant to paragraph (2), (3) or (5) of
Rule 424(b) of the Rules and Regulations. "Prospectus" means the Basic
Prospectus together with the Prospectus Supplement. Reference made herein to the
Prospectus shall be deemed to refer to and include any documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of
the date of the Prospectus and any reference to any amendment or supplement to
the Prospectus shall be deemed to refer to and include any document filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the
date of the Prospectus and incorporated by reference in the Prospectus and any
reference to any amendment to the Registration Statement shall be deemed to
include any report of the Depositor filed with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is
incorporated by reference in the Registration Statement. 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 Depositor's knowledge, threatened by the Commission.
There are no contracts or documents of the Depositor that are required to be
filed as exhibits to the Registration Statement pursuant to the Securities Act
or the Rules and 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 Depositor pursuant to Section 8(d) 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 with respect to the Depositor and the
Registration Statement.
(b) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform when they become effective or are filed with the
Commission, as the case may be, in all material respects to the requirements of
the Securities Act and the Rules and Regulations. The Registration Statement, as
of the Effective Date thereof and of any amendment thereto, did not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.
The Prospectus as of its date, and as amended or supplemented as of the Closing
Date, does not and will not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
provided that no representation or warranty is made as to (i) information
contained in or omitted from the Registration Statement or the Prospectus in
reliance upon and in conformity with written information furnished to the
Depositor in writing by any Underwriter through the Representative expressly for
use therein, it being understood that such information is limited to the
information set forth in the last two paragraphs of the front cover page of the
Prospectus Supplement and in the first paragraph after the tables under the
heading "Underwriting" in the Prospectus Supplement (the "Underwriters'
Information") or (ii) other than with respect to any Aames Collateral
Information (as defined in Section 8(d) herein), any Derived Information (as
described in Section 8(d)) contained in any Collateral Term Sheet, Structural
Term Sheet, Series Term Sheet or Computational Materials (each as defined in
Section 5(b)), in each case to the extent not included in the Prospectus other
than by incorporation by reference.
(c) The documents incorporated by reference in the Prospectus, when
they were filed with the Commission, conformed in all material respects to the
requirements of the Securities 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 reference in the Prospectus, when such documents are
filed with the Commission, will conform in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder.
(d) The Depositor 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 is in good standing in states and jurisdictions where the character
of its assets or the nature of its activities make such qualification necessary,
except where the failure to be so qualified would not have a material adverse
effect on the Depositor. The Depositor 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, the Transfer and
Servicing Agreement and the Indenture (the "Agreements") and to cause the Notes
to be issued.
(e) Except as disclosed in the Prospectus Supplement, there are no
actions, proceedings or investigations pending with respect to which the
Depositor has received service of process or, to the knowledge of the Depositor,
threatened by or before any court, administrative agency or other tribunal to
which the Depositor is a party or of which any of its properties is the subject
(i) which if determined adversely to the Depositor would have a material adverse
effect on the business or financial condition of the Depositor, (ii) asserting
the invalidity of any of the Agreements or the Notes, (iii) seeking to prevent
the issuance of the Notes or the consummation by the Depositor of any of the
transactions contemplated by any of the Agreements or (iv) which might
materially and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, any of the Agreements
or the Notes.
(f) This Agreement has been, and the Transfer and Servicing Agreement
when executed and delivered as contemplated hereby and thereby will have been,
duly authorized, executed and delivered by the Depositor, and this Agreement
constitutes, and the Transfer and Servicing Agreement when executed and
delivered as contemplated herein and therein will constitute, legal, valid and
binding instruments enforceable against the Depositor 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 this Agreement, limitations of public
policy under applicable securities laws.
(g) The execution, delivery and performance of the Agreements by the
Depositor and the consummation of the transactions contemplated hereby and
thereby, and the issuance and delivery of the Notes, 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 Depositor is
a party, by which the Depositor is bound or to which any of the properties or
assets of the Depositor or any of its subsidiaries is subject, which conflict,
breach, violation or default would have a material adverse
effect on the business, operations or financial condition of the Depositor 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 certificate of
incorporation of the Depositor or any statute or any order, rule or regulation
of any court or governmental agency or body having jurisdiction over the
Depositor or any of its properties or assets, which violation would have a
material adverse effect on the business, operations or financial condition of
the Depositor or its ability to perform its obligations under any of the
Agreements.
(h) The direction by the Depositor to the Trust Administrator to
execute, authenticate, issue and deliver the Notes has been or will have been
duly authorized by the Depositor and, assuming the Trust Administrator has been
duly authorized to undertake such actions, when executed, authenticated, issued
and delivered by the Trust Administrator in accordance with the Transfer and
Servicing Agreement and the Indenture, the Notes will be validly issued and
outstanding and the holders of the Notes will be entitled to the rights and
benefits of the Notes as provided by the Transfer and Servicing Agreement and
the Indenture.
(i) 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 Notes and the sale of the
Underwritten Notes to the Underwriters, or the consummation by the Depositor of
the other transactions contemplated by the Agreements, except (i) 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 Notes by the Underwriters or as have been
obtained and (ii) such recordations of assignments of the Mortgage Loans
pursuant to the Transfer and Servicing Agreement as have not yet been completed.
(j) Immediately prior to the transfer of the Mortgage Loans
contemplated by the Transfer and Servicing Agreement, the Depositor will: (i)
have equitable title to the interest in the Mortgage Loans conveyed by the
Seller, free and clear of any lien, mortgage, pledge, charge, encumbrance,
adverse claim or other security interest (collectively, "Liens") that will not
be released simultaneously with such transfer; (ii) not have assigned to any
person (other than the Indenture Trustee) any of its right, title or interest in
the Mortgage Loans; and (iii) have the power and authority under all
governmental and regulatory bodies having jurisdiction over the ownership of the
Mortgage Loans to sell its interest in the Mortgage Loans to the Indenture
Trustee and to sell the Underwritten Notes to the Underwriters. Upon execution
and delivery of the Transfer and Servicing Agreement by the Indenture Trustee,
the Issuer will have acquired beneficial ownership of all of the Depositor's
right, title and interest in and to the Mortgage Loans.
(k) As of the Cut-off Date, each of the Mortgage Loans will meet the
eligibility criteria described in the Prospectus and will conform in all
material respects to the descriptions thereof contained in the Prospectus. The
representations and warranties set out in the Transfer and Servicing Agreement
are hereby made to the Underwriters as though set out in full herein, and, at
the dates specified in the Transfer and Servicing Agreement, such
representations and warranties were or will be true and correct in all material
respects.
(l) Neither the Depositor nor the Trust is an "investment company"
within the meaning of such term under the Investment Company Act of 1940 and the
rules and regulations of the Commission thereunder.
(m) At the Closing Date, the Underwritten Notes and the Transfer and
Servicing Agreement will conform in all material respects to the descriptions
thereof contained in the Prospectus.
(n) Any taxes, fees and other governmental charges in connection with
the execution, delivery and issuance of the Agreements and the Notes have been
paid or will be paid at or prior to the Closing Date.
SECTION 2. Purchase and Sale. The several commitments of the
Underwriters to purchase the Underwritten Notes pursuant to this Agreement shall
be deemed to have been made on the basis of the representations and warranties
herein contained and shall be subject to the terms and conditions herein set
forth. The Depositor agrees to instruct the Trust Administrator to issue the
Underwritten Notes and agrees to sell to the Underwriters, and the Underwriters
agree (except as provided in Sections 10 and 11 hereof) severally and not
jointly to purchase from the Depositor, the aggregate initial principal amounts
or percentage interests of the Underwritten Notes of each Class, as set forth
opposite their names on Schedule A, at the purchase price or prices (plus
accrued interest, as appropriate) as set forth on Schedule A.
SECTION 3. Delivery and Payment. Delivery of and payment for the
Underwritten Notes shall be made at the offices of Sidley Xxxxxx Xxxxx & Xxxx
LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as
shall be agreed upon by the Representative and the Depositor at 10:00 a.m. New
York City time on May 31, 2005, or at such other time or date as shall be agreed
upon in writing by the Representative and the Depositor (such date being
referred to as the "Closing Date"). Payment shall be made to the Depositor by
wire transfer of same day funds payable to the account of the Depositor or its
designee. Delivery of the Underwritten Notes shall be made to the Representative
for the accounts of the several Underwriters against payment of the purchase
price thereof. The Underwritten Notes so delivered will, unless otherwise
specified, be initially represented by one or more notes registered in the name
of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The
interests of the beneficial owners of the Underwritten Notes will, unless
otherwise specified, be represented by book entries on the records of DTC and
participating members thereof. Definitive Notes will be available only, unless
otherwise specified, under the limited circumstances specified in the Indenture.
The Underwritten Notes will be made available for examination by the
Underwriters no later than 2:00 p.m. New York City time on the Business Day
immediately prior to the Closing Date.
SECTION 4. Offering by the Underwriters. It is understood that, subject
to the terms and conditions hereof, the several Underwriters propose to offer
the Underwritten Notes for sale to the public as set forth in the Prospectus.
SECTION 5. Agreements. (a) The Depositor agrees as follows:
(i) To prepare the Prospectus in a form approved by the
Underwriters and to file such Prospectus pursuant to Rule 424(b) under the
Securities Act not later than the Commission's close of business on the second
Business Day following the availability of the Prospectus to the Underwriters;
to make no further amendment or any supplement to the Registration Statement or
to the Prospectus prior to the Closing Date except as permitted herein; prior to
the termination of the offering of the Underwritten Notes, to advise the
Underwriters, promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes effective or
any supplement to the Prospectus or any amended Prospectus has been filed and to
furnish the Underwriters or their counsel with copies thereof without charge; to
file promptly all reports and any definitive proxy or information statements
required to be filed by the Depositor with the Commission pursuant to Section
13(a), 13(c), 14 or l5(d) of the Exchange Act subsequent to the date of the
Prospectus and for so long as the delivery of a prospectus is required by law in
connection with the offering or sale of the Underwritten Notes contemplated by
the Prospectus Supplement; and for so long as delivery of a prospectus is
required by law, to promptly advise the Underwriters of its receipt of notice of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the institution of, or to the knowledge of the
Depositor the threatening of, any proceeding for such purpose, or of: (i) any
order preventing or suspending the use of the Prospectus; (ii) the suspension of
the qualification of the Underwritten Notes for offering or sale in any
jurisdiction; (iii) the initiation of or, to the knowledge of the Depositor,
threat of any proceeding for any such purpose; or (iv) any request by the
Commission for the amending or supplementing of the Registration Statement or
the Prospectus or for additional information. In the event of the issuance of
any stop order suspending the effectiveness of the Registration Statement or of
any order preventing or suspending the use of the Prospectus or suspending any
such qualification, the Depositor promptly shall use its reasonable best efforts
to obtain the withdrawal of such order by the Commission.
(ii) To furnish promptly to the Underwriters and to counsel
for the Underwriters upon request a signed copy of the Registration Statement as
originally filed with the Commission, and of each amendment thereto filed with
the Commission, including all consents and exhibits filed therewith.
(iii) To deliver promptly to the Underwriters without charge
(and in the case of clauses (ii) and (iii) below, for so long as delivery of a
prospectus is required by law in connection with the offering or sale of the
Underwritten Notes contemplated by the Prospectus Supplement) such number of the
following documents as the Underwriters shall reasonably request: (i) conformed
copies of the Registration Statement as originally filed with the Commission and
each amendment thereto (in each case including exhibits); (ii) the Prospectus
and any amended or supplemented Prospectus; and (iii) any document incorporated
by reference in the Prospectus (including exhibits thereto). If the delivery of
a prospectus is required by law at any time prior to the expiration of nine
months after the Closing Date in connection with the offering or sale of the
Underwritten Notes contemplated by the Prospectus Supplement, and if at such
time any events shall have occurred as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made when such
Prospectus is delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus or to
file under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Securities Act or the Exchange Act, the
Depositor shall notify the Underwriters and, upon any Underwriter's request,
shall file such document and prepare and furnish without charge to the
Underwriters and to any dealer in securities as many copies as the Underwriters
may from time to time reasonably request of an amended Prospectus or a
supplement to the Prospectus which corrects such statement or omission or
effects such compliance, and in case the Underwriters are required by law to
deliver a Prospectus in connection with sales of any of the Underwritten Notes
at any time nine months or more after the Closing Date, upon the request of the
Underwriters but at their expense, the Depositor shall prepare and deliver to
the Underwriters as many copies as the Underwriters may reasonably request of an
amended or supplemented Prospectus complying with Section 10(a)(3) of the
Securities Act.
(iv) For so long as delivery of a prospectus is required by
law in connection with the offering or sale of the Underwritten Notes
contemplated by the Prospectus Supplement, to file promptly with the Commission
any amendment to the Registration Statement or the Prospectus or any supplement
to the Prospectus that may, in the reasonable judgment of the Depositor or the
Underwriters, be required by the Securities Act or requested by the Commission.
Neither the Underwriters' consent to nor their distribution of any amendment or
supplement shall constitute a waiver of any of the conditions set forth in
Section 6.
(v) To furnish the Underwriters and counsel for the
Underwriters, prior to filing with the Commission, and to obtain the consent of
the Underwriters for the filing of the following documents relating to the
Notes: (i) any post-effective amendment to the Registration Statement or
supplement to the Prospectus, or document incorporated by reference in the
Prospectus other than any periodic reports required to be filed after the
Closing Date, or (ii) any Prospectus pursuant to Rule 424 of the Rules and
Regulations.
(vi) To use reasonable commercial efforts, in cooperation with
the Underwriters, to qualify the Underwritten Notes for offering and sale under
the applicable securities laws of such states and other jurisdictions of the
United States or elsewhere as the Underwriters may reasonably designate prior to
the execution of this Agreement, and maintain or cause to be maintained such
qualifications in effect for as long as may be required for the distribution of
the Underwritten Notes. The Depositor will file or cause the filing of such
statements and reports as may be required by the laws of each jurisdiction in
which the Underwritten Notes have been so qualified; provided, however, that the
Depositor shall not be required to qualify to do business in any jurisdiction
where it is not now so qualified or to take any action which would subject it to
general or unlimited service of process in any jurisdiction where it is now so
subject.
(vii) To cause the Transfer and Servicing Agreement to provide
that so long as the Underwritten Notes shall be outstanding, the Trust
Administrator shall deliver to the Underwriters as soon as such statements are
furnished to the Trust Administrator: (i) the annual statement as to compliance
delivered to the Trust Administrator pursuant to Section 5.24 of the Transfer
and Servicing Agreement; (ii) the annual statement of a firm of independent
public accountants furnished to the Trust Administrator pursuant to Section 5.25
of the Transfer and Servicing Agreement; (iii) the monthly servicing report
furnished to the Trust Administrator
pursuant to Section 4.04 of the Transfer and Servicing Agreement; and (iv) the
monthly reports furnished to the Noteholders pursuant to Section 5.09 of the
Transfer and Servicing Agreement.
(viii) To the extent that the Underwriters have complied with
the terms of Section 5(b) with respect to Collateral Term Sheets, Structural
Term Sheets and Computational Materials, to file with the Commission any such
materials delivered to investors in accordance with Section 5(b) within the
applicable period of time prescribed by the applicable no-action letter (as
specified in Section 5(b)(vi)).
(b) Each Underwriter represents, warrants, covenants and agrees with
the Depositor that:
(i) It either (A) has not provided any potential investor with
a Collateral Term Sheet (that is required to be filed with the Commission within
two Business Days of first use under the terms of the Public Securities
Association Letter as described below) or (B) has substantially
contemporaneously with its first delivery of such Collateral Term Sheet to a
potential investor, delivered such Collateral Term Sheet to the Depositor or its
counsel, which Collateral Term Sheet, if any, is attached hereto as Exhibit A.
An Underwriter shall not deliver any Collateral Term Sheet to a potential
investor if the Seller or the Depositor reasonably objects to the content of
such Collateral Term Sheet.
(ii) It either (A) has not provided any potential investor
with a Structural Term Sheet, Series Term Sheets or Computational Materials, or
(B) has, prior to its first delivery of any such Structural Term Sheet, Series
Term Sheets or Computational Materials to a potential investor, delivered such
Structural Term Sheet, Series Term Sheets or Computational Materials to the
Depositor or its counsel and has promptly provided any such Structural Term
Sheet, Series Term Sheets or Computational Materials to the Depositor and its
counsel, which Structural Term Sheet, Series Term Sheets and Computational
Materials, if any, are attached hereto as Exhibit B.
(iii) Each Collateral Term Sheet bears a legend indicating
that the information contained therein will be superseded by the description of
the collateral contained in the Prospectus Supplement and, except in the case of
the initial Collateral Term Sheet, that such information supersedes the
information in all prior Collateral Term Sheets.
(iv) Each Structural Term Sheet, Series Term Sheet and all
Computational Materials bear a legend substantially to the effect that such
materials were prepared by the Underwriters and such materials do not constitute
an offer to sell or a solicitation of an offer to purchase any Notes.
(v) It (at its own expense) agrees to obtain and provide to
the Depositor and the Seller on or prior to the Closing Date one or more
accountants' letters in form and substance reasonably satisfactory to the
Underwriters, the Depositor and the Seller relating to the Collateral Term
Sheets, Structural Term Sheets, Series Term Sheets and Computational Materials,
which accountants' letters shall be addressed to the Depositor and the Seller
and delivered to the Depositor and the Seller prior to the date on which such
materials are required to be filed with the Commission.
(vi) It has not, and will not, without the prior written
consent of the Depositor, provide any Collateral Term Sheets, Structural Term
Sheets, Series Term Sheets or Computational Materials to any investor after the
first date on which the Prospectus is available for distribution to investors
and prior to the delivery of the Prospectus to such investor.
For purposes of this Agreement, Series Term Sheets, Collateral Term
Sheets and Structural Term Sheets shall have the respective meanings assigned to
them (a) in the case of Series Term Sheets, in the no-action letter addressed to
Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996, and
(b) in the case of Collateral Term Sheets and Structural Term Sheets, in the
February 13, 1995, letter of Cleary, Gottlieb, Xxxxx & Xxxxxxxx on behalf of the
Public Securities Association (which letter, and the Commission staff's response
thereto, are publicly available February 17, 1995). The term "Collateral Term
Sheet" as used herein includes any subsequent Collateral Term Sheet that
reflects a substantive change in the information presented. Computational
Materials has the meaning assigned to it in the no-action letter dated May 20,
1994, issued by the Division of Corporation Finance of the Commission to Xxxxxx,
Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated, and Xxxxxx
Structured Asset Corporation, the no-action letter dated May 27, 1994, issued by
the Division of Corporation Finance of the Commission to the Public Securities
Association and the no-action letter of February 17, 1995, issued by the
Commission to the Public Securities Association.
SECTION 6. Conditions to the Underwriters' Obligations. The several
obligations of the Underwriters hereunder to purchase the Underwritten Notes
pursuant to this Agreement are subject to (i) the accuracy on and as of the
Closing Date of the representations and warranties on the part of the Depositor
herein contained; (ii) the performance by the Depositor of all of its
obligations hereunder; and (iii) the following additional conditions as of the
Closing Date:
(a) Each of the obligations of the Depositor required to be performed
by it on or prior to the Closing Date pursuant to the terms of the Agreements
shall have been duly performed and complied with and all of the representations
and warranties of the Depositor under any of the Agreements shall be true and
correct in all material respects as of the Closing Date and no event shall have
occurred which, with notice or the passage of time, would constitute a default
under any of the Agreements, and the Underwriters shall have received
certificates to the effect of the foregoing, each signed by an authorized
officer of the Depositor.
(b) Prior to the Closing Date, (i) the Underwriters shall have received
confirmation of the effectiveness of the Registration Statement and (ii) no stop
order suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or, to the
knowledge of the Depositor, shall be contemplated by the Commission. Any request
of the Commission for inclusion of additional information in the Registration
Statement or the Prospectus shall have been complied with.
(c) The Representative shall have received a letter dated on or before
the date on which the Prospectus Supplement is dated and printed, in form and
substance reasonably acceptable to the Underwriters and their counsel, prepared
by Deloitte & Touche LLP (i) regarding certain numerical information contained
or incorporated by reference in the Prospectus Supplement and (ii) relating to
certain agreed upon procedures as requested by the Underwriters relating to the
Mortgage Loans or shall have waived compliance with this condition.
(d) The Notes shall have received the ratings specified in the
Prospectus Supplement by each of Xxxxx'x Investors Service, Inc. ("Moody's") and
Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc. ("Standard & Poor's").
(e) The Representative shall have received the following additional
closing documents, in form and substance reasonably satisfactory to the
Representative and its counsel:
(i) the Agreements and all documents required thereunder, duly
executed and delivered by each of the parties thereto other than the
Underwriters and their affiliates;
(ii) an officer's certificate of an officer of the Seller, and
an officer's certificate of an officer of the Depositor, in each case dated as
of the Closing Date and reasonably satisfactory in form and substance to the
Representative and counsel for the Underwriters, with resolutions of the board
of directors or governing body thereof, and copies of the certificate of
incorporation and the bylaws (or, if for a limited liability company,
documentation of due authorization in accordance with the company's limited
liability company agreement, a copy of the limited liability company agreement
and certificate of formation) of each of the Depositor and the Seller, in each
case attached thereto;
(iii) an opinion of the General Counsel of the Seller, or such
other counsel reasonably acceptable to the Representative and counsel for the
Underwriters, dated the Closing Date, reasonably satisfactory in form and
substance to the Representative and counsel for the Underwriters as to various
matters relating to the Seller and the Depositor;
(iv) an opinion of XxXxx Xxxxxx LLP, counsel to the Seller, or
such other counsel reasonably acceptable to the Representative and counsel for
the Underwriters, dated the Closing Date, reasonably satisfactory in form and
substance to the Representative and counsel for the Underwriters as to various
corporate matters;
(v) an opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel to
the Underwriters, dated the Closing Date, as to various corporate matters and
matters customarily requested of underwriters' counsel and reasonably
satisfactory in form and substance to the Underwriters;
(vi) such opinions of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel
to the Depositor, in form reasonably satisfactory to the Representative, counsel
for the Underwriters, Moody's and S&P as to such additional matters not opined
to in the opinion delivered pursuant to clause (iv) above as shall be required
for the assignment of the ratings specified in the Prospectus to the
Underwritten Securities;
(vii) an opinion of counsel to the Indenture Trustee dated the
Closing Date, in form and substance reasonably acceptable to the Representative,
counsel to the Underwriters, Standard & Poor's and Moody's;
(viii) an opinion of counsel to the Master Servicer dated the
Closing Date, in form and substance reasonably acceptable to the Representative,
counsel to the Underwriters, Standard & Poor's and Moody's; and
(ix) an opinion of counsel to the Servicer dated the Closing
Date, in form and substance reasonably acceptable to the Representative, counsel
to the Underwriters, Standard & Poor's and Moody's; and
(x) an officer's certificate of an officer of the Indenture
Trustee dated as of the Closing Date, reasonably satisfactory in form and
substance to the Representative and counsel for the Underwriters.
(f) All proceedings in connection with the transactions contemplated by
this Agreement and all documents incident hereto shall be reasonably
satisfactory in form and substance to the Representative and counsel to the
Underwriters.
(g) The Seller and the Depositor shall have furnished the
Representative with such other certificates of its officers or others and such
other documents or opinions as the Representative or counsel to the Underwriters
may reasonably request.
(h) Subsequent to the execution and delivery of this Agreement 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) there shall have been any major disruptions of settlements of
securities or clearance services in the United States; (iv) there shall have
been any attack on or outbreak or escalation of major hostilities involving the
United States or a declaration of war by the United States, or any other
national or international calamity or emergency (including, without limitation,
a national or international calamity or emergency resulting from an act of
terrorism); 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) that 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 reasonable judgment of the Representative,
impractical to market the Underwritten Notes.
If any condition specified in this Section 6 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Underwriters by notice to the Depositor at any time at or prior to the
Closing Date, and such termination shall be without liability of any party to
any other party except as provided in Sections 7 and 8.
SECTION 7. Payment of Expenses. To the extent not paid by the Seller to
the Underwriters pursuant to the Mortgage Loan Purchase Agreement, the Depositor
agrees to pay:
(a) the costs incident to the authorization, issuance, sale and
delivery of the Notes and any taxes payable in connection therewith; (b) the
costs incident to the preparation, printing and filing under the Securities Act
of the Registration Statement and any amendments and exhibits thereto; (c)
except as otherwise provided in Section 5(a)(iii), the costs of producing and
distributing the Registration Statement as originally filed and each amendment
thereto and any
post-effective amendments thereof (including, in each case, exhibits), any
preliminary prospectus, the Prospectus and any amendment or supplement to the
Prospectus or any document incorporated by reference therein, all as provided
in this Agreement; (d) the costs of reproducing and distributing this
Agreement; (e) the fees and expenses of Sidley Xxxxxx Xxxxx & Xxxx LLP in
qualifying the Notes under the securities laws of the several jurisdictions as
provided in Section 5(a)(vi) hereof and of preparing, printing and
distributing, if requested by the Representative, a Blue Sky Memorandum and a
Legal Investment Survey, including reasonable related fees of counsel for the
Underwriters; (f) any fees charged by securities rating services for rating
the Underwritten Notes; (g) the cost of the accountants' comfort letter
relating to the Prospectus Supplement; and (h) all other costs and expenses
incidental to the performance of the obligations of the Depositor (including
costs and expenses of counsel to the Depositor); provided that, except as
provided in the last paragraph of this Section 7, the Underwriters shall pay
their own costs and expenses, including the costs and expenses of their
counsel, any transfer taxes on the Underwritten Notes which they may sell and
the expenses of advertising any offering of the Underwritten Notes made by the
Underwriters, and the Underwriters shall pay the cost of the accountants'
comfort letters referred to in Section 5(b)(v).
SECTION 8. Indemnification and Contribution.
(a) Each Underwriter, severally and not jointly, agrees to indemnify
and hold harmless the Depositor, each of its directors and each of its officers
who have signed the Registration Statement and each person, if any, who controls
the Depositor within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, against any and all losses, claims, expenses, damages or
liabilities to which the Depositor or any such director, officer or controlling
person may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, expenses, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in (i) Derived Information provided by
such Underwriter (except to the extent resulting from a Pool Error (as defined
in Section 8(d)) and (ii) the Registration Statement, the Prospectus or any
amendment or supplement thereto, or arise out of, or are based upon, the
omission or the alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements made therein not misleading,
but with respect to clause (a)(ii) above, only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with any Underwriters' Information; and will
reimburse any legal or other expenses reasonably incurred by the Depositor and
each of its directors, officers or controlling persons in connection with
investigating, preparing to defend or defending any such loss, claim, expense,
damage, liability or action as such expenses are incurred. This indemnity
agreement will be in addition to any liability which such Underwriter may
otherwise have.
(b) Promptly after receipt by the Depositor under this Section 8 of
notice of any claim or the commencement of any action, the Depositor will, if a
claim in respect thereof is to be made against any Underwriter under this
Section 8, notify the Representative of the claim or commencement of the action;
but the omission so to notify the Representative will not relieve any
Underwriter from any liability that it may have to the Depositor otherwise than
under this Agreement. In case any such claim or action is brought against the
Depositor, and the Depositor notifies the Representative, the Representative
will be entitled to participate therein, and, to the
extent that it may wish to do so, to assume the defense thereof, with counsel
reasonably satisfactory to the Depositor (who shall not, except with the consent
of the Depositor, be counsel to the Representative).
The Depositor shall have the right to employ separate counsel in any
such action and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of the Depositor unless: (i) the
employment thereof has been specifically authorized by the Representative in
writing; (ii) the Depositor shall have been advised by such counsel that there
may be one or more legal defenses available to it which are different from or
additional to those available to the Underwriter on whose behalf the
Representative is acting, and in the reasonable judgment of such counsel it is
advisable for the Depositor to employ separate counsel; (iii) a conflict or
potential conflict exists (based on advice of counsel to the Depositor) between
the Depositor and the Underwriter on whose behalf the Representative is acting
(in which case the Representative will not have the right to direct the defense
of such action on behalf of the Depositor); or (iv) the Representative has
failed to assume the defense of such action and employ counsel reasonably
satisfactory to the Depositor, in which case, if the Depositor notifies the
Representative in writing that it elects to employ separate counsel at the
expense of the Representative, the Representative shall not have the right to
assume the defense of such action on behalf of the Depositor.
No Underwriter shall be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with its written consent or if there be a final
judgment for the plaintiff in any such action, the relevant Underwriter agrees
to indemnify and hold harmless the Depositor from and against any loss or
liability (to the extent set forth in Section 8(a)) by reason of such settlement
or judgment.
Notwithstanding the foregoing paragraph, if at any time the Depositor
shall have requested reimbursement for fees and expenses of counsel, the
relevant Underwriter agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by the Depositor of the aforesaid
request and (ii) such Underwriter shall not have reimbursed the Depositor in
accordance with such request prior to the date of such settlement.
(c) If the indemnification provided for in this Section 8 is
unavailable or insufficient to hold harmless the Depositor, then each
Underwriter shall contribute to the amount paid or payable by the Depositor as a
result of the losses, claims, damages or liabilities referred to above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Depositor on the one hand and the Underwriters on the other from the
offering of the Underwritten Notes or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Depositor and the Underwriters in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. If the indemnification provided for in Section 8(a)(i) is
unavailable or insufficient to hold harmless the indemnified party under Section
8(a)(i), then each Underwriter shall contribute to the amount paid or payable by
such indemnified party as a result of the losses, claims, damages or liabilities
referred to in Section 8(a)(i) in such proportion as appropriate to reflect the
relative fault of the Depositor on the one hand and the Underwriters
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 benefits received by the Depositor on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Underwritten Notes
(before deducting expenses) received by the Depositor bear to the total
underwriting discounts and commissions received by the Underwriters. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to above in this subsection (c) shall be deemed to include
any legal or other expenses reasonably incurred by the Depositor in connection
with investigating or defending any action or claim which is the subject of this
subsection (c). Notwithstanding the provisions of this subsection (c), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total underwriting discounts, commissions or other fees received by
the Underwriter exceed the amount of any damages which such Underwriter has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(c) to contribute are several in proportion to their respective underwriting
obligations and not joint.
(d) For purposes hereof, as to each Underwriter, the term "Derived
Information" means such information, if any, in the Series Term Sheets,
Collateral Term Sheets, Structural Term Sheets and/or Computational Materials
(except to the extent that any omission or alleged omission in Derived
Information results from any error or omission or alleged error or alleged
omission that results from any error in the Aames Collateral Information (a
"Pool Error")) that is not contained in or superseded by (i) the Prospectus, the
Registration Statement or amendments or supplements to either, taking into
account information incorporated therein by reference (other than information
incorporated by reference from the Series Term Sheets, Collateral Term Sheets,
Structural Term Sheets and/or Computational Materials) or (ii) any information
on any computer tape furnished to the Representative by the Seller or its
affiliates concerning the assets comprising the Trust Estate (the "Aames
Collateral Information").
SECTION 9. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or contained in certificates of officers of the Depositor submitted
pursuant hereto shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of the Underwriters or controlling
persons thereof, or by or on behalf of the Depositor, and shall survive delivery
of any Underwritten Notes to the Underwriters.
SECTION 10. Default by One or More of the Underwriters. If one or more
of the Underwriters participating in the public offering of the Underwritten
Notes shall fail at the Closing Date to purchase the Underwritten Notes which it
is (or they are) obligated to purchase hereunder (the "Defaulted Notes"), then
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 Notes in such amounts as may be agreed upon and upon the terms
herein set forth. If, however, the non-defaulting Underwriters have not
completed such arrangements within such 24-hour period, then
(i) if the aggregate principal amount of Defaulted Notes does
not exceed 10% of the aggregate principal amount of the Underwritten Notes 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
(ii) if the aggregate principal amount of Defaulted Notes
exceeds 10% of the aggregate principal amount of the Underwritten Notes to be
purchased pursuant to this Agreement, this Agreement shall terminate, without
any liability on the part of the Depositor or any non-defaulting Underwriters.
No action taken pursuant to this Section 10 shall relieve any
defaulting Underwriter from the liability with respect to any default of such
Underwriter under this Agreement.
In the event of a default by any Underwriter as set forth in this
Section 10, each of the non-defaulting Underwriters and the Depositor shall have
the right to postpone the Closing Date for a period not exceeding five Business
Days in order that any required changes in the Registration Statement or
Prospectus or in any other documents or arrangements may be effected.
SECTION 11. Termination of Agreement. The Underwriters may terminate
this Agreement immediately upon notice to the Depositor, at any time at or prior
to the Closing Date, if the events set forth in Section 6(h) of this Agreement
shall occur and be continuing, or if any other closing condition set forth in
Section 6 shall not have been fulfilled when required to be fulfilled. In the
event of any such termination, the provisions of Section 7, the indemnity and
contribution agreement set forth in Section 8, and the provisions of Sections 9,
14 and 16 shall remain in effect.
SECTION 12. Notices. All statements, requests, notices and agreements
hereunder shall be in writing, and shall be delivered or sent by mail, telex or
facsimile transmission to Countrywide Securities Corporation, 0000 Xxxx Xxxxxxx,
Xxxxxxxxx, Xxxxxxxxxx 00000.
SECTION 13. Persons Entitled to the Benefit of this Agreement. This
Agreement shall inure to the benefit of and be binding upon the Underwriters and
the Depositor, and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
the representations, warranties, indemnities and agreements contained in this
Agreement shall also be deemed to be for the benefit of the person or persons,
if any, who control any of the Underwriters within the meaning of Section 15 of
the Securities Act, and for the benefit of each Underwriter's respective
officers and directors and for the benefit of directors of the Depositor,
officers of the Depositor who have signed the Registration Statement and any
person controlling the Depositor within the meaning of Section 15 of the
Securities Act. Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons referred to in this Section 13, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.
SECTION 14. Survival. The respective indemnities, representations,
warranties and agreements of the Depositor and the Underwriters contained in
this Agreement, or made by or on
behalf of them, respectively, pursuant to this Agreement, shall survive the
delivery of and payment for the Underwritten Notes and shall remain in full
force and effect, regardless of any investigation made by or on behalf of any of
them or any person controlling any of them.
SECTION 15. Definition of the Term "Business Day." For purposes of this
Agreement, "Business Day" means any day on which the New York Stock Exchange,
Inc. is open for trading.
SECTION 16. Governing Law: Submission to Jurisdiction; Waiver of Jury
Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
The parties hereto hereby submit to the non-exclusive jurisdiction of
the United States District Court for the Southern District of New York and any
court in the State of New York located in the City and County of New York, and
any appellate court from any thereof, in any action, suit or proceeding brought
against it or in connection with this Agreement or any of the related documents
or the transactions contemplated hereunder or for recognition or enforcement of
any judgment, and the parties hereto hereby agree that all claims in respect of
any such action or proceeding may be heard or determined in New York State court
or, to the extent permitted by law, in such federal court.
The parties hereto hereby irrevocably waive, to the fullest extent
permitted by law, any and all rights to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby.
SECTION 17. Counterparts. This Agreement may be executed in
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.
SECTION 18. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.
If the foregoing correctly sets forth the agreement between the
Depositor and the Underwriters, please indicate your acceptance in the space
provided for the purpose below.
Very truly yours,
CWABS, INC.
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
CONFIRMED AND ACCEPTED, as of the date first above written:
COUNTRYWIDE SECURITIES CORPORATION CITIGROUP GLOBAL MARKETS, INC.
Acting on its own behalf and as the Acting on its own behalf
Representative of the several Underwriters
referred to in the foregoing agreement
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxx Xxxxxx
Title: Executive Vice President Title: Vice President
BEAR, XXXXXXX & CO. INC. CREDIT SUISSE FIRST BOSTON LLC
Acting on its own behalf Acting on its own behalf
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxx
Title: Senior Managing Director Title: Director
Underwriting Agreement
FRIEDMAN, BILLINGS, XXXXXX & CO., INC. GREENWICH CAPITAL MARKETS, INC.
Acting on its own behalf Acting on its own behalf
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------ ------------------------------
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx
Title: Senior Managing Dirctor Title: Managing Director
XXXXXX BROTHERS INC. XXXXXX XXXXXXX & CO. INCORPORATED
Acting on its own behalf Acting on its own behalf
By: /s/ Xxxxx Xxxxxxxxxxx By: /s/ Xxxxx Xxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxx
Title: Managing Director Title: Managing Director
Underwriting Agreement
SCHEDULE A
Class 1A1 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $58,647,220 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $58,647,220 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $4,291,260 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $4,291,260 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $4,291,260 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $4,291,260 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $4,291,260 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $4,291,260 99.7500%
Class 1A2 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $118,775,360 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $118,775,360 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $8,690,880 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $8,690,880 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $8,690,880 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $8,690,880 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $8,690,880 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $8,690,880 99.7500%
Class 1A3 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $7,093,000 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $7,093,000 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $519,000 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $519,000 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $519,000 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $519,000 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $519,000 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $519,000 99.7500%
Class 2A1 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $184,259,740 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $184,259,740 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $13,482,420 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $13,482,420 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $13,482,420 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $13,482,420 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $13,482,420 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $13,482,420 99.7500%
Class M1 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $16,622,220 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $16,622,220 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $1,216,260 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $1,216,260 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $1,216,260 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $1,216,260 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $1,216,260 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $1,216,260 99.7500%
Class M2 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $16,859,610 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $16,859,610 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $1,233,630 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $1,233,630 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $1,233,630 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $1,233,630 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $1,233,630 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $1,233,630 99.7500%
Class M3 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $9,973,250 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $9,973,250 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $729,750 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $729,750 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $729,750 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $729,750 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $729,750 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $729,750 99.7500%
Class M4 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $9,023,280 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $9,023,280 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $660,240 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $660,240 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $660,240 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $660,240 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $660,240 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $660,240 99.7500%
Class M5 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $7,836,330 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $7,836,330 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $573,390 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $573,390 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $573,390 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $573,390 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $573,390 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $573,390 99.7500%
Class M6 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $6,886,360 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $6,886,360 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $503,880 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $503,880 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $503,880 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $503,880 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $503,880 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $503,880 99.7500%
Class M7 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $7,598,530 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $7,598,530 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $555,990 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $555,990 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $555,990 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $555,990 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $555,990 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $555,990 99.7500%
Class M8 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $5,936,390 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $5,936,390 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $434,370 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $434,370 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $434,370 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $434,370 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $434,370 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $434,370 99.7500%
Class M9 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $5,461,610 99.7500%
Citigroup Global Markets Inc........................ 0.2500% $5,461,610 99.7500%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $399,630 99.7500%
Credit Suisse First Boston LLC...................... 0.2500% $399,630 99.7500%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $399,630 99.7500%
Greenwich Capital Markets, Inc...................... 0.2500% $399,630 99.7500%
Xxxxxx Brothers Inc................................. 0.2500% $399,630 99.7500%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $399,630 99.7500%
Class B1 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $5,207,000 89.7711%
Citigroup Global Markets Inc........................ 0.2500% $5,207,000 89.7711%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $381,000 89.7711%
Credit Suisse First Boston LLC...................... 0.2500% $381,000 89.7711%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $381,000 89.7711%
Greenwich Capital Markets, Inc...................... 0.2500% $381,000 89.7711%
Xxxxxx Brothers Inc................................. 0.2500% $381,000 89.7711%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $381,000 89.7711%
Class B2 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $2,391,530 89.0469%
Citigroup Global Markets Inc........................ 0.2500% $2,391,530 89.0469%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $174,990 89.0469%
Credit Suisse First Boston LLC...................... 0.2500% $174,990 89.0469%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $174,990 89.0469%
Greenwich Capital Markets, Inc...................... 0.2500% $174,990 89.0469%
Xxxxxx Brothers Inc................................. 0.2500% $174,990 89.0469%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $174,990 89.0469%
Class B3 Notes
Underwriting Purchase
Underwriters Discount Principal Amount Price
------------ -------- ---------------- -----
Countrywide Securities Corporation.................. 0.2500% $2,849,500 85.2643%
Citigroup Global Markets Inc........................ 0.2500% $2,849,500 85.2643%
Bear, Xxxxxxx & Co. Inc............................. 0.2500% $208,500 85.2643%
Credit Suisse First Boston LLC...................... 0.2500% $208,500 85.2643%
Friedman, Billings, Xxxxxx & Co., Inc............... 0.2500% $208,500 85.2643%
Greenwich Capital Markets, Inc...................... 0.2500% $208,500 85.2643%
Xxxxxx Brothers Inc................................. 0.2500% $208,500 85.2643%
Xxxxxx Xxxxxxx & Co. Incorporated................... 0.2500% $208,500 85.2643%
EXHIBIT A
---------
[Attached at Exhibit A are copies of Computational Materials previously
filed on Form 8-K.]
EXHIBIT B
---------
[Attached at Exhibit B are copies of Computational Materials previously
filed on Form 8-K.]
