EXHIBIT 1.4
GREENPOINT MORTGAGE SECURITIES LLC
Asset-Backed Notes, Series [Deal Name]
Initial Principal Amount
Class
Initial Pass-Through Rate
$[____]
Class A-1 Notes
[____]%
$[____]
Class A-2 Notes
[____]%
$[____]
Class A-3 Notes
[____]%
FORM OF UNDERWRITING AGREEMENT (NOTES/NON-ITERATIVE)
[___________] [__], 20[__]
[Underwriter]
Ladies and Gentlemen:
GreenPoint
Mortgage
Securities
LLC, a Delaware
corporation
(the
“Company”),
proposes to sell to you
(also
referred to herein as the
“Underwriter”)
Asset-Backed
Notes,
Series [Deal Name],
Class A-1,
Class A-2,
Class A-3 Notes
(collectively,
the
“Notes”).
The
Collateral
referred in the
Indenture
(as
defined
below),
consists primarily of a pool (the “Pool”) of
conventional,
fixed-rate,
one- to four-family residential first lien
and second lien mortgage loans (the “Mortgage
Loans”) as described in the
Prospectus
Supplement (as
hereinafter
defined) to be sold by the Company.
The Notes will be issued pursuant to indenture
dated as of [________]
[__],
200[__] (the
“Indenture”),
among the Company, as seller,
GreenPoint
Mortgage Funding,
Inc., as servicer,
and [_________],
as trustee (the
“Trustee”).
The Notes are described
more fully in the Base
Prospectus
and the
Prospectus
Supplement
(each as
hereinafter defined), which the Company has furnished to you.
1.
Representations, Warranties and Covenants.
1.1
The Company represents and warrants to, and agrees with you that:
(a)
The Company has filed with the
Securities
and Exchange
Commission
(the
“Commission”)
a
registration
statement
(No.
333-[_____])
on Form S-3 for the
registration
under
the
Securities
Act of 1933,
as
amended (the “Act”), of Asset-Backed
Notes (issuable in series),
including the Notes, which registration
statement has become
effective,
and a copy of which, as amended to the date hereof,
has heretofore been
delivered
to you.
The Company
proposes to file with the
Commission
pursuant to Rule 424(b)
under the
rules
and
regulations
of the
Commission
under
the Act (the
“1933
Act
Regulations”)
a
prospectus
supplement (the “Prospectus
Supplement”),
to the prospectus
dated
[________] [__],
200[__] (the “Base
Prospectus”),
relating to the Notes and the method of distribution thereof.
Such registration
statement
(No.
333-[________])
including exhibits thereto and any information
incorporated
therein by reference,
as
amended
at the
date
hereof,
is
hereinafter
called
the
“Registration
Statement”;
and the Base
Prospectus and the Prospectus Supplement and any information
incorporated therein by reference,
together
with any
amendment
thereof or
supplement
thereto
authorized by the Company on or prior to the Closing
Date (as defined
herein) for use in connection
with the offering of the Notes,
are
hereinafter
called
the “Prospectus.”
(b)
The Registration
Statement has become effective,
and the Registration Statement as of the effective date
(the
“Effective
Date,”
as
defined
in this
paragraph),
and
the
Prospectus,
as of the
date of the
Prospectus Supplement,
complied in all material respects with the applicable
requirements of the Act and
the 1933 Act Regulations;
and the Registration
Statement,
as of the Effective Date, did not contain any
untrue
statement
of a material
fact and did not omit to state any material
fact
required to be stated
therein or
necessary
to make the
statements
therein
not
misleading;
and each
Issuer
Free
Writing
Prospectus
(as defined
herein) as of its date did not, and the Approved
Offering
Materials (as defined
herein) as of the date of the
Approved
Offering
Materials
did not and as of the Closing Date will not,
and the
Prospectus,
as of the date of the Prospectus
Supplement did not and as of the Closing Date will
not,
contain an untrue
statement
of a
material
fact and did not and will not omit to state a material
fact
necessary in order to make the statements
therein,
in the light of the
circumstances
under which
they
were
made,
not
misleading;
provided,
however,
that
neither
the
Company
nor GMFI
makes any
representations
or
warranties
as to the
information
contained
in or
omitted
from the
Registration
Statement,
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 GMFI makes any
representations
or
warranties
as to
either (i) any
information
contained
in any
Underwriter
Prepared
Issuer FWP (as
defined
herein) or
Underwriter
Free Writing
Prospectus (as defined
herein)
except,
in each case to the extent of (x) any
information
set
forth
therein
that
constitutes
Pool
Information
(as
defined
below)
or
(y)
any
information
accurately
extracted from 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 six months after the Closing Date, the Company
will use best
efforts to take such action as may be necessary or appropriate
to permit the public
offering and sale of
the
Notes
as
contemplated
hereunder.
The
Company
acknowledges
that
the
Underwriter
Information
constitutes
the only
information
furnished
in writing by you or on your
behalf for use in
connection
with the preparation of the
Registration
Statement,
any Preliminary
Prospectus or the Prospectus,
and
the Underwriter confirms that the Underwriter Information is
correct.
(c)
(i) “ABS
Informational and
Computational
Materials” shall have the meaning given such term in Item
1101
of Regulation AB.
(ii)
“Approved Offering Materials” means 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)
“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.
(v)
“Free
Writing
Prospectus”
shall have the meaning
given such term in Rules 405 and 433 of the 1933 Act
Regulations.
(vi)
“Issuer Free Writing
Prospectus” shall mean any Free Writing
Prospectus
prepared by or on behalf of the
Company and
identified by the Company as an Issuer Free Writing
Prospectus
and relating to the
Notes or the offering hereof.
(vii)
“Issuer
Information”
shall mean any
information
of the type specified in clauses (1) - (5) of footnote
271 of Commission
Release No.
33-8591
(Securities
Offering
Reform),
other than
Underwriter
Derived
Information.
Consistent with such definition,
“Issuer Information” shall not be deemed
to
include
any
information
in a Free
Writing
Prospectus
solely by reason of the
Company's
review of the
materials
pursuant
to
Section 4.4(e)
below
and,
consistent
with
Securities
Offering
Reform
Questions
and
Answers,
November 30,
2005
promulgated
by the
staff of the
Commission,
“Issuer
Information”
shall not be
deemed to
include
any
information
in a Free
Writing
Prospectus
solely
by
reason
that the
Underwriter
has
agreed
not to use such Free
Writing Prospectus without consent of the Company.
(viii)
“Permitted
Additional
Materials” shall mean information that is not ABS
Informational and Computational
Materials
and
(x) that
are
referred
to in Section
4.4(c) so long as any Issuer
Information
provided
by the
Underwriter
pursuant
to Section
4.4(c) is limited
to
information
included
within the definition of ABS
Informational
and
Computational
Materials,
(y) that
constitute
Note price,
yield,
weighted average life,
subscription or allocation
information,
or a trade
confirmation,
or
(z) otherwise
with respect to which the Company has provided
written consent
to the Underwriter to include in a Free Writing Prospectus.
(ix)
“Pool
Information”
means with respect to any Free Writing
Prospectus,
the information
with respect to
the
characteristics
of the Mortgage Loans and administrative and servicing fees, as
provided by
or on behalf of the
Company or GMFI to the
Underwriter
at the time most
recent to the date of
such Free Writing Prospectus.
(x)
“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
the Underwriter,
including
traditional
computational and analytical
materials prepared by the
Underwriter.
(xi)
“Underwriter Free Writing
Prospectus” shall mean all Free Writing
Prospectuses
prepared by or on behalf
of the
Underwriter
other than any
Underwriter
Prepared
Issuer FWP,
including
any Permitted
Additional Materials.
(xii)
“Underwriter
Prepared Issuer FWP” shall mean any Free Writing Prospectus
prepared by or on behalf of the
Underwriter
that
contains any Issuer
Information,
including
any Free Writing
Prospectus
or
portion thereof
prepared by or on behalf of the Underwriter
that contains only a description of
the final terms of the Notes or of the offering of the Notes.
(xiii)
“Written Communication” shall have the meaning given
such term in Rule 405 of the 1933 Act Regulations.
(d)
The Company has been duly
incorporated
and is validly
existing as a corporation
in good standing under
the laws of the State of Delaware
and has the
requisite
corporate
power to own its
properties
and to
conduct its business as presently conducted by it.
(e)
The
Company was not,
as of any date on or after
which a bona fide offer (as used in Rule
164(h)(2)
of
the 1933 Act
Regulations) of the Note is made an Ineligible
Issuer,
as such term is defined in Rule 405
of the 1933 Act
Regulations.
The
Company
shall
comply with all
applicable
laws and
regulations
in
connection
with the use of Free Writing
Prospectuses,
including but not limited to Rules 164 and 433 of
the 1933 Act
Regulations and all Commission
guidance
relating to Free Writing
Prospectuses,
including
but not limited to Commission Release No. 33-8591.
(f)
This Agreement has been duly authorized, executed and delivered by
the Company.
(g)
As of the
Closing
Date (as
defined
herein)
the Notes will
conform in all
material
respects
to the
description
thereof contained in the Prospectus and the
representations and warranties of the Company in
the Indenture will be true and correct in all material respects.
1.2
GMFI represents and warrants to, and agrees with you that as of the
Closing Date the
representations
and
warranties of GMFI in the Servicing Agreement will be true and
correct in all material respects.
1.3
The Underwriter represents and warrants to and agrees with the
Company and GMFI that:
(a)
[reserved].
(b)
The
Underwriter has no present
knowledge or expectation
that it will be unable to pay any United States
taxes owed by it so long as any of the Notes remain outstanding.
(c)
The
Underwriter
has no present
knowledge or expectation
that it will become
insolvent or subject to a
bankruptcy proceeding for so long as any of the Notes remain
outstanding.
(d)
[reserved].
(e)
[reserved].
(f)
The
Underwriter
hereby
certifies
that (i) with
respect to any classes of Notes
issued in
authorized
denominations
or
Percentage
Interests
of less than a notional
amount of
$2,000,000
or a
Percentage
Interest
of 20% the fair
market
value of each such Note sold to any person on the date of initial
sale
thereof by the
Underwriter
will not be less than
$100,000
and (ii) with respect to each class of Notes
to be maintained on the book-entry
records of The Depository Trust Company (“DTC”),
the interest in each
such class of Notes sold to any person on the date of initial
sale
thereof by the
Underwriter
will not
be less than the minimum denomination indicated for such class of
Notes in the Prospectus Supplement.
(g)
The Underwriter will have funds available at
[____________],
in the
Underwriter's
account at such bank
at the time all documents
are executed and the closing of the sale of the Notes is completed,
except for
the
transfer
of funds and the
delivery
of the
Notes.
Such
funds
will be
available
for
immediate
transfer into the account of GMFI maintained at such bank.
(h)
As of the
date
hereof
and as of
the
Closing
Date,
the
Underwriter
has
complied
with
all of its
obligations
hereunder and all Underwriter
Prepared
Issuer FWP and Underwriter
Information 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,
constitute
a complete
set of all
Underwriter
Prepared
Issuer FWP
furnished
to any
investor
by the
Underwriter in connection with the offering of any Notes.
(i)
Prior to the Closing
Date,
the
Underwriter
shall notify the Company and GMFI of the earlier of (x) the
date on which the
Prospectus
Supplement is first used and (y) the time of the first
Contract of Sale to
which such Prospectus Supplement relates.
2.
Purchase
and Sale.
Subject to the terms and
conditions
and in reliance
upon the
representations
and
warranties
herein set forth,
the Company
agrees to sell to you, and you agree to purchase from the Company,
the
Notes at a price equal to [_____]% of the
aggregate
note
principal
balance of the Notes as of the Closing
Date
(as defined
herein).
There will be added to the purchase
price of the Notes an amount equal to interest
accrued
thereon from the Cut-off Date up to but not including the Closing
Date.
3.
Delivery
and
Payment.
Delivery
of and
payment
for the Notes
shall be made at the
office of Orrick,
Herrington & Sutcliffe LLP at 10:00 a.m.,
New York City time, on [_________]
[__],
200[__] or such later date as
you shall designate,
which date and time may be postponed by agreement
between you and the Company (such date and
time of delivery and payment for the Notes being herein
called the “Closing
Date”).
Delivery of the [Deal Name],
Class A-1,
Class A-2 and Class A-3 Notes shall be made to you through the
Depository
Trust Company
(“DTC”) (such
Notes, the “DTC Registered Notes”).
4.
Offering by Underwriter.
4.1
It is
understood
that you
propose
to
offer
the
Notes
for sale to the
public
as set
forth in the
Prospectus
and you agree that all such
offers and sales by you shall be made in
compliance
with all
applicable
laws and
regulations.
Prior
to the date of the
first
Contract
of Sale
made
based on the
Approved
Offering
Materials,
you have not
pledged,
sold,
disposed of or otherwise
transferred
any Note,
Mortgage
Loans or any
interest in any Note.
4.2
It is understood that you will solicit offers to purchase the Notes
as follows:
(a)
Prior to the time you have
received the
Approved
Offering
Materials
you may, in
compliance
with the
provisions
of this
Agreement,
solicit
offers to purchase
Notes;
provided,
that you shall not accept any such
offer to purchase a Note or any
interest
in any Note or Mortgage
Loan or
otherwise
enter into any
Contract of
Sale for any Note,
any interest in any Note or any Mortgage
Loan prior to your
conveyance
of Approved
Offering
Materials to the investor.
(b)
any Written
Communication
relating to the Notes made by an Underwriter
in compliance
with the terms of
this Agreement prior to the time such
Underwriter has entered into a Contract of Sale for Notes shall
prominently
set forth the following statements (or a substantially similar
statements approved by the Company):
The information in this free writing prospectus,
if conveyed prior to the time
of your
contractual
commitment to purchase any of the Notes,
supersedes
any
information
contained in any prior
similar
materials
relating to the Notes.
The information in this free writing prospectus is preliminary,
and is subject
to completion
or change.
This free writing
prospectus is being
delivered to
you solely to provide
you with
information
about the
offering
of the Notes
referred
to in this
free
writing
prospectus
and to
solicit
an
offer
to
purchase the Notes,
when,
as and if issued.
Any such offer to purchase
made
by you will not be accepted and will not
constitute a
contractual
commitment
by you to
purchase
any of the
Notes,
until we have
accepted
your offer to
purchase Notes.
The Notes
referred
to in these
materials
are
being
sold
when,
as and if
issued.
The
issuer
is not
obligated
to issue
such
Notes
or any
similar
security and the
underwriter's
obligation to deliver such Notes is subject to
the terms and conditions of the underwriting
agreement with the issuer and the
availability
of such
Notes
when,
as and if
issued by the
issuer.
You are
advised that the terms of the Notes,
and the
characteristics
of the mortgage
loan
pool
backing
them,
may
change
(due,
among
other
things,
to
the
possibility
that mortgage
loans that comprise the pool may become
delinquent
or
defaulted
or may be
removed or
replaced
and that
similar or
different
mortgage
loans may be added to the pool, and that one or more classes of
Notes
may be
split,
combined
or
eliminated),
at any time
prior to
issuance
or
availability
of a final
prospectus.
You are
advised
that
Notes may not be
issued
that
have
the
characteristics
described
in
these
materials.
The
underwriter's
obligation
to sell
such
Notes
to you is
conditioned
on the
mortgage
loans
and
Notes
having
the
characteristics
described
in
these
materials.
If for any reason the
issuer
does not
deliver
such
Notes,
the
underwriter
will notify you, and neither the issuer nor any
underwriter
will
have any
obligation
to you to deliver
all or any
portion of the Notes which
you have
committed
to
purchase,
and none of the issuer nor any
underwriter
will be liable for any costs or damages
whatsoever
arising from or related to
such non-delivery.
4.3
It is
understood
that you will not enter into a Contract of Sale with any
investor
until the
Approved
Offering
Materials
have been
conveyed to the
investor
with
respect to the Notes which are the subject of such
Contract of Sale.
4.4
It is
understood
that you may
prepare
and
provide
to
prospective
investors
certain
Free
Writing
Prospectuses, subject to the following conditions:
(a)
Unless
preceded or accompanied by a prospectus
satisfying the
requirements of Section 10(a) of the Act,
the
Underwriter
shall not convey or deliver any Written
Communication
to any person in connection with
the initial offering of the Notes,
unless such Written
Communication (i) is made in reliance on Rule 134
under the Act, (ii)
constitutes a prospectus
satisfying the
requirements
of Rule 430B under the Act or
(iii)
constitutes a Free Writing
Prospectus
(as defined in Section 1.1(c) above)
consisting
solely of
(x) information of a type included within the definition of ABS
Informational and Computational
Materials
(as defined below),
(y) Permitted
Additional Materials or (z) information
accurately extracted from 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)
The
Underwriter
shall comply with all applicable laws and regulations in connection
with the use of Free
Writing
Prospectuses,
including but not limited to Rules 164 and 433 of the 1933 Act
Regulations and all
Commission
guidance
relating to Free
Writing
Prospectuses,
including
but not
limited to
Commission
Release No. 33-8591.
(c)
It is understood and agreed that all information
provided by the
Underwriter to or through
Bloomberg or
Intex or similar
entities
for use by
prospective
investors,
or imbedded
in any CDI file
provided to
prospective investors,
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
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,
the 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 Notes,
the final version of the terms of the Notes
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):
“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
EDGAR ON THE SEC WEB
SITE AT WWW.SEC.GOV.
ALTERNATIVELY, THE DEPOSITOR, ANY UNDERWRITER OR
ANY DEALER
PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE
PROSPECTUS
AT NO
CHARGE
IF
YOU
REQUEST
IT BY
CALLING
TOLL-FREE
1-8[XX-XXX-XXXX] OR VIA EMAIL AT ______________.
Each of the Underwriter
and the Company shall have the right to request
additional
specific
legends or
notations to appear on any Free Writing
Prospectus and shall have the right to require changes
regarding
the use of
terminology
and the right to determine the types of
information
appearing
therein with the
approval of the other (which shall not be unreasonably withheld).
(e)
The
Underwriter
shall deliver to the Company and its counsel (in such format as
reasonably
required by
the Company),
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 5.10 or 5.11, as applicable,
all Underwriter
Derived Information shall be set
forth in a document
separate
from any
Underwriter
Prepared
Issuer FWP including
Issuer
Information.
Consent
to use of any
Underwriter
Prepared
Issuer
FWP must be
given by the
Company
in
written
or
electronic
format
before the
Underwriter
provides
the
Underwriter
Prepared
Issuer FWP to investors
pursuant to the terms of this
Agreement.
Notwithstanding
the foregoing,
the
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 the
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)
The
Underwriter
shall
provide
the
Company
with
a
letter
from
[___________],
certified
public
accountants,
prior to the Closing
Date,
satisfactory
in form and
substance to the
Company,
GMFI and
their
re
