The Depositor has filed with the Securities and Exchange Commission (the "Commission") a registration statement (No. 333-130684) on Form S-3 for the registration of the Certificates under the Securities Act of 1933, as amended (the "1933 Act"), which registration statement has become effective. The Depositor proposes to file with the Commission pursuant to Rule 424(b) under the 1933 Act a supplement to the form of prospectus included in such registration statement relating to the Certificates and the plan of distribution thereof. Such registration statement, including the exhibits thereto, and information that is contained in the Prospectus (as defined below) and is deemed to be part of and included in such registration statement as it may have been amended or supplemented at the date of the Prospectus, is hereinafter referred to as the "Registration Statement;" the prospectus first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the 1933 Act, is hereinafter referred to as the "Base Prospectus;" such form of supplement to the Base Prospectus relating to the Certificates, in the form first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the 1933 Act (including the Base Prospectus as so supplemented) is hereinafter referred to as the "Prospectus Supplement;" and the Base Prospectus and the Prospectus Supplement, together, are hereinafter referred to as the "Prospectus." At or prior to the time when sales to purchasers of the Certificates were first made, which was approximately 11:17 a.m. on February 15, 2007 (the "Time of Sale"), the Depositor had prepared the following information (collectively, the "Time of Sale Information"): the Depositor's Free Writing Prospectus dated February 6, 2007 (the cover page of which is attached hereto as Annex A) to accompany the Depositor's Prospectus dated February 6, 2007, the Depositor's Prospectus dated February 6, 2007, the Term Sheet dated February 6, 2007, relating to the Certificates, each "free-writing prospectus" (as defined pursuant to Rule 405 under the 1933 Act) (a "Free Writing Prospectus") the first page of each of which is attached as Annex B hereto and the pricing information annex attached hereto as Annex C. If, subsequent to the date of this Agreement, the Depositor and the Underwriters determine that such information included an untrue statement of material fact or omitted to state a material fact necessar...
The Depositor s interest in the balance in the custodial account is nonforfeitable.
The Depositor has filed with the Securities and Exchange Commission (the "Commission") a registration statement (No. 033-46723) on Form S-3 for the registration of the Certificates under the Securities Act of 1933, as amended (the "1933 Act"), which registration statement has become effective and copies of which have heretofore been delivered to the Underwriter. The Depositor proposes to file with the Commission pursuant to Rule 424(b) under the 1933 Act a supplement to the form of prospectus included in such registration statement relating to the Certificates and the plan of distribution thereof. Such registration statement, including the exhibits thereto, as amended at the date hereof, is hereinafter called the "Registration Statement"; the prospectus included in the Registration Statement, at the time the Registration Statement, as amended, became effective, or as subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act, is hereinafter called the "Basic Prospectus"; such form of supplement to the form of prospectus relating to the Certificates, in the form in which it shall be first filed with the Commission pursuant to Rule 424 (including the Basic Prospectus as so supplemented) is hereinafter called the "Prospectus Supplement"; and the Basic Prospectus and the Prospectus Supplement, together, are hereinafter called the "Prospectus". Any preliminary form of the Prospectus that has heretofore been filed pursuant to Rule 424(b) is hereinafter called a "Preliminary Prospectus".
Examples of The Depositor in a sentence
Upon receiving such notice of resignation, the Depositor shall promptly appoint one or more successor Trustees by written instrument, one copy of which is delivered to the resigning Trustee and one copy of which is delivered to the successor Trustee.
The Custodian shall have no duty other than to follow the written investment directions of the Depositor, and shall be under no duty to question said instructions and shall not be liable for any investment losses sustained by the Depositor.
This account must be created in the United States for the exclusive benefit of the Depositor and his or her beneficiaries.
The Depositor agrees to indemnify and hold the Custodian harmless from and against all costs and expenses (including attorney’s fees) incurred by the Custodian in connection with any litigation, claim or other action involving any investment in the Custodial Account in which the Custodian is named as a necessary party or at the request of the Depositor.
Verification may take place at a date later than the date the Depositor authorized the Transaction, which may affect the Transaction date.
More Definitions of The Depositor
The Depositor s address for purposes for all notices and correspondence related to the Mortgage Loans, this Assignment and the Servicing Agreement is : Morgan Stanley Capital I Inc. 1585 Broadway New York, New York 10036 Xxxxxxxxx: Xxxxxx Xxxxxxx Xxxxxxxx Xxxx Xxxxt 2006-12XS The Trustee's addxxxx xox xxxxxses for all notices and correspondence related to the Mortgage Loans, this Assignment and the Servicing Agreement is : LaSalle Bank National Association 135 South LaSalle Street, Suite 1511 Chicago, Xxxxxxxx 00000 Xxxxxxxxx: Xxxxxx Xxxxxxxxxx xxx Xxxxx Xxxxxxes MSM 2006-12XS The Purchaser's address for purposes for all notices and correspondence related to the Mortgage Loans, this Assignment and the Servicing Agreement is : Morgan Stanley Mortgage Capital Inc. 1221 Avenxx xx txx Xxxxicas New York, New York 00000 Xxxxxxxxx: Xxxxxx Xxxxxxx Xxxxxxxx Xxxx Xxxxx 2006-12XS With a cxxx xx: Morgan Stanley & Co. Incorporated 1585 Broadwax New York, New York 10036 Xxxxxxxxx: Xxxxxxx Xxxxxxx'x Xxxxxx Xxx Xxxxicer's address for purposes for all notices and correspondence related to the Mortgage Loans and this Assignment is : GMAC Mortgage Corporation 100 Witmer Road Horsham, Pennsylvania 92127 Xxxxxxxxx: Executive Vice President of National Loan Administration
The Depositor has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-75489), including a prospectus relating to the Securities under the Securities Act of 1933, as amended (the "1933 Act"). The term "Registration Statement" means such registration statement as amended to the date of the Underwriting Agreement. The term "Base Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus" means the Base Prospectus together with the prospectus supplement specifically relating to the Offered Securities, as first filed with the Commission pursuant to Rule 424. The term "Preliminary Prospectus" means a preliminary prospectus supplement specifically relating to the Offered Securities together with the Base Prospectus.
The Depositor has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-_____) relating to the Underwritten Certificates, and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"), and has filed, and proposes to file, such amendments thereto as may have been required to the date hereof pursuant to the 1933 Act and the rules of the Commission thereunder (the "1933 Act Regulations"). Such registration statement, as amended at the time when it became effective under the 1933 Act and at the Closing Time defined below, is referred to herein as the "Registration Statement". The Depositor proposes to file with the Commission pursuant to Rule 424(b)(5) under the 1933 Act Regulations a supplement (the "Prospectus Supplement") to the prospectus (as it may be amended in connection with such Prospectus Supplement, the "Basic Prospectus"; the Basic Prospectus, together with the Prospectus Supplement, the "Prospectus"). Any preliminary form of the Prospectus that has heretofore been filed pursuant to Rule 424(b) is hereinafter called the "preliminary prospectus". For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary
The Depositor s address for purposes for all notices and correspondence related to the Mortgage Loans and this Agreement is: Morgan Stanley Capital I Inc. 1585 Broadway New York, New York 10036 Xxxxxxxxx: [Xxxxxx Xxxxxx Xxxxxxxxxxx] The Trustee's address for purposes for all notices and correspondence related to the Mortgage Loans and this Agreement is: LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, Xxxxxxxx 00000 Xxxx: Xxxxxx Xxxxxxxxxx xxx Xxxxx Xxxxxxxx-[Insert Series Designation]
The Depositor has prepared and filed with the Securities and Exchange Commission (the "Commission"), a registration statement on Form S-3 (File No. 333-107925), including a preliminary base prospectus and a form of preliminary prospectus supplement relating to the offering of asset backed notes and asset backed certificates, issued in series from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Agreement, the most recent such amendment has been declared effective by the Commission. The Depositor will file a final base prospectus and a final prospectus supplement relating to the Securities in accordance with Rules 415 and 424(b)(2) or (5) under the Securities Act. The Depositor has included in such registration statement, as amended at the Effective Date (as hereinafter defined), all information required by the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations") to be included in the prospectus with respect to the offering of the Notes. As filed, the final prospectus and the final prospectus supplement shall include all required information with respect to the offering of the Notes and shall be in all substantive respects in the form furnished to the Representative prior to the Execution Time (as hereinafter defined) or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the latest preliminary base prospectus and preliminary prospectus supplement, if any, that have been previously been furnished to the Representative) as the Depositor has advised the Representative, prior to the Execution Time, will be included or made therein.
The Depositor s address for purposes for all notices and correspondence related to the Mortgage Loans and this Agreement is: Morgan Stanley Capital I Inc. 1585 Broadway Xew York, New York 10036 Xxxxxxxxx: [Xxxxxx Xxxxxx Xxxxxxxxxxx] The Trustee's address for purposes for all notices and correspondence related to the Mortgage Loans and this Agreement is: LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, Illxxxxx 00000 Xxxx: Xxxxxx Xxxxxxxxxx xxx Xxxxx Xxxxxxxx-[Xxxxrt Series Designation] The Owner's address for purposes for all notices and correspondence related to the Mortgage Loans and this Agreement is: Morgan Stanley Mortgage Capital Inc. 1221 Avenue xx xxx Xxxxxxxs New York, New York 10000 Xxxxxxxxx: [Xxxxxx Xxxxxx Xxxxxxxxxxx] With a copy to: Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Xxxxxxxxx: Xxxxxxx Xxxxxxx'x Xxxxxx The Servicer's address for purposes for all notices and correspondence related to the Mortgage Loans and this Agreement is: Central Mortgage Company 801 John Barrow Road - Suite 1 Little Rock, Arkansas 72000 Xxxxxxxxx: Lou Ann Howard, Servicing Manager
The Depositor has sold the Class X, Class A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E Certificates (collectively, the "Publicly Offered Certificates") to the underwriters pursuant to the Underwriting Agreement, dated as of December 17, 1997 (the "Underwriting Agreement"), among the Depositor, GMACCM, and the underwriters named therein and sold the Class F, Class G, Class H, Class J, Class K, Class R-I, Class R-II and Class R-III Certificates (collectively, the "Privately Offered Certificates") to Xxxxxxx, Sachs & Co. and Deutsche Xxxxxx Xxxxxxxx Inc. as initial purchasers pursuant to the Certificate Purchase Agreement, dated as of December 17, 1997 (the "Certificate Purchase Agreement"), among the Depositor, GMACCM and initial purchasers. In connection with rendering this opinion letter, I have examined or have caused persons under my supervision to examine the Agreement and such other records and other documents as I have deemed necessary. I have further assumed that there is not and will not be any other agreement that materially supplements or otherwise modifies the agreements expressed in the Agreement. As to matters of fact, I have examined and relied upon representations of parties contained in the Agreement and, where I have deemed appropriate, representations and certifications of officers of the Depositor, the Seller, the Trustee, other transaction participants or public officials. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures other than officers of the Seller and the conformity to the originals of all documents submitted to me as copies. I have assumed that all parties, except for the Seller, had the corporate power and authority to enter into and perform all obligations thereunder. As to such parties, I also have assumed the due authorization by all requisite corporate action, the due execution and delivery and the enforceability of such documents. I have further assumed the conformity of the Mortgage Loans and related documents to the requirements of the Agreement. In rendering this opinion letter, I do not express any opinion concerning any law other than the law of the State of New York, the General Corporation Law of the State of Delaware and the federal law of the United States, and I do not express any opinion concerning the application of the "doing business" laws or the securities laws of any jurisdiction other than the federal securities laws of the United States....