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EX 1.1
CHASE MORTGAGE FINANCE CORPORATION
PASS-THROUGH CERTIFICATES
FORM OF UNDERWRITING AGREEMENT
[DATE]
[UNDERWRITER]
Ladies and Gentlemen:
Chase Mortgage Finance Corporation (the "Company"), a Delaware
corporation, has authorized the issuance and sale of Pass-Through
Certificates
(such certificates evidencing interests in pools of Mortgage Loans,
the
"Certificates") evidencing interests in pools of mortgage loans
(the "Mortgage
Loans"). The Certificates may be issued in various series, and,
within each
series, in one or more classes, and, within each class, in one or
more
sub-classes, in one or more offerings on terms determined at the
time of sale
(each such series, a "Series" and each such class, a "Class"). Each
Series of
the Certificates will be issued under a separate Pooling and
Servicing Agreement
(each, a "Pooling and Servicing Agreement") with respect to such
Series among
the Company, as depositor, a servicer to be identified in the
prospectus
supplement for each such Series (the "Servicer") and a trustee to
be identified
in the prospectus supplement for each such Series (the "Trustee").
The
Certificates of each Series will evidence specified interests in
separate pools
of Mortgage Loans (each a "Mortgage Pool") or separate pools of
Agency
Securities, and certain other property held in trust with respect
to such Series
(each, a "Trust Fund").
The Certificates are more fully described in a Registration
Statement
which the Company has furnished to you. Capitalized terms used but
not defined
herein shall have the meanings given to them in the Pooling and
Servicing
Agreement. The term "you" as used herein, unless the context
otherwise requires,
shall mean you and such persons as are named as co-managers in the
applicable
Terms Agreement (defined below).
Whenever the Company determines to make an offering of
Certificates
pursuant to this Agreement through you or through an underwriting
syndicate
managed by you it will enter into an agreement (the "Terms
Agreement") providing
for the sale of such Certificates to, and the purchase and offering
thereof by,
you and such other underwriters, if any, selected by you as have
authorized you
to enter into such Terms Agreement on their behalf (the
"Underwriters," which
term shall include you whether acting alone in the sale of
Certificates or as a
member of an underwriting syndicate; as the context requires,
[UNDERWRITER]. is
sometimes referred to individually herein as "[UNDERWRITER]"). The
Terms
Agreement relating to each offering of Certificates shall specify,
among other
things, the stated balance or balances of Certificates to be
issued, the price
or prices at which the Certificates are to be purchased by the
Underwriters from
the Company and the initial public offering price or prices or the
method by
which the price or prices at which such Certificates are to be sold
will be
determined. A Terms Agreement, which shall be substantially in the
form of
Exhibit A hereto, may take the form of an exchange of any standard
form of
written telecommunication between you and the Company. Each such
offering of
Certificates which the Company elects to make pursuant to this
Agreement will be
governed by this Agreement, as supplemented by the applicable Terms
Agreement,
and this Agreement and such Terms Agreement shall inure to the
benefit of and be
binding upon the Underwriters participating in the offering of
such
Certificates.
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SECTION 1. Representations and Warranties. The Company represents
and
warrants to you as of the date hereof, and to the Underwriters
named in the
applicable Terms Agreement, all as of the date of such Terms
Agreement (in each
case, the "Representation Date"), as follows (any representations
and warranties
so made to the Underwriters named in an applicable Terms Agreement
respecting
the Certificates being deemed to relate only to the Certificates
described
therein):
(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3
(No.
33-92950),
relating to the offering of Certificates 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 and
the
same has become effective under the 1933 Act and the rules of
the
Commission thereunder (the "Regulations") and no stop order
suspending
the effectiveness of such registration statement has been issued
and no
proceedings for that purpose have been initiated or, to the
Company's
knowledge, threatened, by the Commission. Such registration
statement,
including incorporated documents, exhibits and financial
statements, as
amended at the time when it became effective under the 1933 Act,
and
the prospectus relating to the sale of Certificates by the
Company
constituting a part thereof, as from time to time each is amended
or
supplemented pursuant to the 1933 Act or otherwise, are referred
to
herein as the "Registration Statement" and the "Prospectus,"
respectively; provided, however, that a supplement to the
Prospectus
contemplated by Section 3(a) hereof (a "Prospectus Supplement")
shall
be deemed to have supplemented the Prospectus only with respect to
the
offering or offerings of Certificates to which it relates. Any
reference herein to the Registration Statement, a preliminary
prospectus, the Prospectus or the Prospectus Supplement shall be
deemed
to refer to and include the documents incorporated by reference
therein
pursuant to Item 12 of Form S-3 which were filed under the
Securities
Exchange Act of 1934, as amended (the "1934 Act") on or before the
date
on which the Registration Statement, as amended, became effective
or
the issue date of such preliminary prospectus, Prospectus, or
Prospectus Supplement, as the case may be; and any reference herein
to
the terms "amend," "amendment" or supplement with respect to
the
Registration Statement, any preliminary prospectus, the Prospectus
or
the Prospectus Supplement shall be deemed to refer to and include
the
filing of any document under the 1934 Act after the date on which
the
Registration Statement became effective or the issue date of
any
preliminary prospectus, the Prospectus or the Prospectus
Supplement, as
the case
may be, deemed to be incorporated therein by reference. The
Registration Statement and Prospectus, at the time the
Registration
Statement became effective did, and as of the applicable
Representation
Date will, conform in all material respects to the requirements of
the
1933 Act and the Regulations. The Registration Statement, at the
time
it became effective did not, and as of the applicable
Representation
Date and the applicable Closing Time (as defined in Section 2
hereof)
will not, contain any untrue statement of a material fact or omit
to
state any material fact required to be stated therein or necessary
to
make the statements therein not misleading. The Prospectus, as
amended
or supplemented as of the applicable Representation Date and
the
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applicable Closing Time (as defined in Section 2 hereof), 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, however, that the representations and warranties in
this
subsection shall not apply to statements in, or omissions from, (i)
the
Registration Statement or Prospectus made in reliance upon and
in
conformity with information furnished to the Company in writing by
the
Underwriters expressly for use in the Registration Statement or
Prospectus or (ii) the [UNDERWRITER] Information (as defined in
Section
10 hereof). The conditions to the use by the Company of a
registration
statement on Form S-3 under the 1933 Act, as set forth in the
General
Instructions to Form S-3, have been satisfied with respect to
the
Registration Statement and the Prospectus. There are no contracts
or
documents of the Company which are required to be filed as exhibits
to
the Registration Statement pursuant to the 1933 Act or the
Regulations
which have not been so filed.
(b) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State
of Delaware with corporate power and authority to enter into
and
perform its obligations under this Agreement, the applicable
Pooling
and Servicing Agreement, and with respect to a Series of
Certificates,
the Certificates and the applicable Terms Agreement; and the
Company is
duly qualified or registered as a foreign corporation to
transact
business and is in good standing in each jurisdiction in which
the
ownership or lease of its properties or the conduct of its
business
requires such qualification.
(c) The Company is not in violation of its certificate of
incorporation or by-laws or in default in the performance or
observance
of any material obligation, agreement, covenant or condition
contained
in any material contract, indenture, mortgage, loan agreement,
note,
lease or other material instrument to which it is a party or by
which
it or its properties may be bound, which default might result in
any
material adverse change in the financial condition, earnings,
affairs
or business of the Company or which might materially and
adversely
affect the properties or assets thereof or the Company's ability
to
perform its obligations under this Agreement, the applicable
Terms
Agreement or the applicable Pooling and Servicing Agreement.
(d) The execution and delivery by the Company of this
Agreement, the applicable Terms Agreement and the applicable
Pooling
and Servicing Agreement and the signing of the Registration
Statement
by the Company are within the corporate power of the Company and
have
been duly authorized by all necessary corporate action on the part
of
the Company; and with respect to a Series of Certificates described
in
the applicable Terms Agreement, neither the issuance and sale of
the
Certificates to the Underwriters, nor the execution and delivery by
the
Company of this Agreement, such Terms Agreement and the related
Pooling
and Servicing Agreement, nor the consummation by the Company of
the
transactions herein or therein contemplated, nor compliance by
the
Company with the provisions hereof or thereof, will conflict with
or
result in a breach or violation of any of the terms or provisions
of,
or constitute a default under, or result in the creation or
imposition
of any lien, charge or encumbrance upon any property or assets of
the
Company other than as contemplated by a Pooling and Servicing
Agreement, pursuant to any material indenture, mortgage, contract
or
other material
instrument to which the Company is a party or by which
it is bound or to which the property or assets of the Company
are
subject, or result in the violation of the provisions of the
certificate of incorporation or by-laws of the Company or any
statute
or any order, rule or regulation of any court or governmental
agency or
body having jurisdiction over the Company or any of its
properties.
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(e) This Agreement has been, and each applicable Terms
Agreement when executed and delivered as contemplated hereby
and
thereby will have been, duly authorized, executed and delivered by
the
Company, and each constitutes, or will constitute when so executed
and
delivered, a legal, valid and binding instrument enforceable
against
the Company in accordance with its terms (assuming due
authorization,
execution and delivery by the other parties thereto), subject (a)
to
applicable bankruptcy, insolvency, reorganization, moratorium, or
other
similar laws affecting creditors' rights generally, (b) as to
enforceability to general principles of equity (regardless of
whether
enforcement is sought in a proceeding in equity or at law) and (c)
as
to enforceability with respect to rights of indemnity thereunder,
to
limitations of public policy under applicable securities laws.
(f) Each applicable Pooling and Servicing Agreement when
executed and delivered as contemplated hereby and thereby will
have
been duly authorized, executed and delivered by the Company, and
will
constitute when so executed and delivered, a legal, valid and
binding
instrument enforceable against the Company in accordance with its
terms
(assuming due authorization, execution and delivery by the
other
parties thereto), subject (a) to applicable bankruptcy,
insolvency,
reorganization, moratorium or other similar laws affecting
creditors'
rights generally and (b) as to enforceability to general principles
of
equity (regardless of whether enforcement is sought in a proceeding
in
equity or at law); and as of the Closing Date, the representations
and
warranties made by the Company in the applicable Pooling and
Servicing
Agreement will be true and correct as of the date made.
(g) As of the Closing Time (as defined in Section 2 hereof)
with respect to a Series of Certificates, the Certificates will
have
been duly and validly authorized by the Company, and, when executed
and
authenticated as specified in the related Pooling and Servicing
Agreement, will be validly issued and outstanding and will be
entitled
to the benefits of the related Pooling and Servicing Agreement.
(h) There are no actions, proceedings or investigations now
pending against the Company or, to the knowledge of the
Company,
threatened against the Company, before any court, administrative
agency
or other tribunal (i) asserting the invalidity of this Agreement,
the
applicable Terms Agreement, the applicable Pooling and
Servicing
Agreement or with respect to a Series of Certificates, the
Certificates, (ii) seeking to prevent the issuance of such
Certificates
or the consummation of any of the transactions contemplated by
this
Agreement, the applicable Terms Agreement or such Pooling and
Servicing
Agreement, (iii) which would be likely to materially and
adversely
affect the performance by the Company of its obligations under,
or
which would if adversely determined materially and adversely affect
the
validity or enforceability of, this Agreement, the applicable
Terms
Agreement, such Pooling and Servicing Agreement or such
Certificates or
(iv) seeking to adversely affect the federal income tax attributes
of
such Certificates described in the Prospectus and the related
Prospectus Supplement.
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(i) Any taxes, fees and other governmental charges that are
assessed and due in connection with the execution, delivery and
issuance of this Agreement, the applicable Terms Agreement, the
applicable Pooling and Servicing Agreement and with respect to a
Series
of Certificates, the Certificates, shall have been paid at or prior
to
the Closing Time.
(j) No filing or registration with, notice to or consent,
approval, authorization, order or qualification of or with any
court or
governmental agency or body is required for the issuance and sale
of
the Certificates or the consummation by the Company of the
transactions
contemplated by this Agreement, the applicable Pooling and
Servicing
Agreement or the applicable Terms Agreement, except the
registration
under the 1933 Act of the Certificates, and 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 Certificates by the Underwriters.
(k) The Company possesses all material licenses, certificates,
authorities or permits issued by the appropriate state, federal
or
foreign regulatory agencies or bodies deemed by the Company to
be
reasonably necessary to conduct the business now operated by it and
as
described in the Prospectus and the Company has received no notice
of
proceedings relating to the revocation or modification of any
such
license, certificate, authority or permit which, singly or in
the
aggregate, if the subject of an unfavorable decision, ruling or
finding, would materially and adversely affect the conduct of
the
business, operations, financial condition or income of the
Company.
(l) As of the Closing Time, with respect to a Series of
Certificates described in the relevant Terms Agreement
evidencing
interests in a Mortgage Pool, the Trustee will have either good
and
marketable title, free and clear of all prior liens, charges
and
encumbrances, to or a validly perfected first priority security
interest in the Mortgage Notes and the related Mortgages included
in
the Trust Fund, with respect to (a) the Mortgage Notes, upon
delivery
thereof to the Trustee and (b) the Mortgages, upon delivery to
the
Trustee of instruments of assignment in recordable form assigning
each
Mortgage to the Trustee and the recording of each such instrument
of
assignment in the appropriate recording office in which the
Mortgaged
Property is located, or if supported by an opinion of counsel,
without
recording.
(m) As of the Closing Time, with respect to a Series of
Certificates as to which there is a Reserve Fund, to the extent
that
the Reserve Fund does not constitute part of the Trust Fund for
such
Series, the Trustee will have acquired either good and marketable
title
to or a duly and validly perfected security interest in the
Reserve
Fund with respect to such Series, if any, subject to no prior
lien,
mortgage, security interest, pledge, charge or other
encumbrance.
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(n) As of the Closing Time, with respect to a Series of
Certificates, the Mortgage Pool will have substantially the
characteristics described in the Prospectus Supplement and in the
Form
8-K of the Company prepared with respect to such Certificates, if
the
Mortgage Pool is described in such Form 8-K.
(o) Neither the Company nor the Trust Fund created by the
applicable Pooling and Servicing Agreement will be subject to
registration as an "investment company" under the Investment
Company
Act of 1940, as amended (the "1940 Act").
(p) The Certificates, the applicable Pooling and Servicing
Agreement, the applicable Terms Agreement and any Primary
Insurance
Policies, Mortgage Pool Insurance Policies, Standard Hazard
Insurance
Policies, Special Hazard Insurance Policies, Mortgagor
Bankruptcy
Insurance and Alternate Credit Enhancement related to the
Certificates
described in the relevant Terms Agreement conform in all
material
respects to the descriptions thereof contained in the
Prospectus.
SECTION 2.
Purchase and Sale. The commitment of each Underwriter to
purchase Certificates pursuant to any Terms Agreement shall be
several and not
joint and 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.
Payment of the purchase price for, and delivery of, any
Certificates to
be purchased by the. Underwriters shall be made at the offices of
Dechert LLP,
New York, New York, or at such other place as shall be agreed upon
by you and
the Company, at such time or date as shall be agreed upon by you
and the Company
in the Terms Agreement (each such time and date being referred to
as a "Closing
Time"). Unless otherwise specified in the applicable Terms
Agreement, payment
shall be made to the Company in immediately available Federal funds
wired to
such bank as may be designated by the Company. Such Certificates
shall be in
such denominations and registered in such names as you may request
in writing at
least two business days prior to the applicable Closing Time. Such
Certificates
will be made available for examination and packaging by you no
later than 12:00
noon on the first business day prior to the applicable Closing
Time.
It is understood that
the Underwriters intend to offer the Certificates
for sale to the public as set forth in the Prospectus
Supplement.
SECTION 3. Covenants of the Company. The Company covenants with
each of
you and each Underwriter participating in an offering of
Certificates pursuant
to a Terms Agreement, with respect to such Certificates and such
offering, as
follows:
(a) Immediately following the execution of each Terms
Agreement, the Company will prepare a Prospectus Supplement
setting
forth the principal amount of Certificates covered thereby, the
price
or prices at which the Certificates are to be purchased by the
Underwriters, either the initial public offering price or prices or
the
method by which the price or prices by which the Certificates are
to be
sold will be determined, the selling concession(s) and
reallowance(s),
if any, any delayed delivery arrangements, and such other
information
as you and the Company deem appropriate in connection with the
offering
of the Certificates. The Company will promptly transmit copies of
the
Prospectus Supplement to the Commission for filing pursuant to Rule
424
under the 1933 Act and will furnish to the Underwriters as many
copies
of the Prospectus and such Prospectus Supplement as you shall
reasonably request.
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(b) If the delivery of a prospectus is required at any time in
connection with the offering or sale of the Certificates described
in
the relevant Terms Agreement and if at such time any event shall
have
occurred as a result of which the Prospectus as then amended or
supplemented would include an 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 period of time
to
amend or supplement the Prospectus in order to comply with the
1933
Act, the Company agrees to notify you promptly and upon your
request so
to amend or supplement the Prospectus and to prepare and
furnish
without charge to each Underwriter and to any dealer in securities
as
many copies as you may from time to time reasonably request of
an
amended Prospectus or a supplement to the Prospectus which will
correct
such statement or omission or effect such compliance.
(c) During any period in which the delivery of a prospectus is
required at any time in connection with the offering or sale of
the
Certificates described in the relevant Terms Agreement the Company
will
give you reasonable notice of its intention to file any amendment
to
the Registration Statement or any amendment or supplement to
the
Prospectus, whether pursuant to the 1933 Act or otherwise, and
will
furnish you with copies of any such amendment or supplement or
other
documents proposed to be filed a reasonable time in advance of
filing.
(d) During any period in which the delivery of a prospectus is
required at any time in connection with the offering or sale of
the
Certificates described in the relevant Terms Agreement the Company
will
notify you
promptly (i) of the effectiveness of any amendment to the
Registration Statement, (ii) of the mailing or the delivery to
the
Commission for filing of any supplement to the Prospectus or
any
document other than quarterly and annual reports to be filed
pursuant
to the 1934 Act, (iii) of the receipt of any comments from the
Commission with respect to the Registration Statement, the
Prospectus
or any Prospectus Supplement, (iv) of any request by the Commission
for
any amendment to the Registration Statement or any amendment or
supplement to the Prospectus or for additional information, (v) of
the
receipt by the Company of any notification with respect to the
suspension of the qualification of the Certificates for sale in
any
jurisdiction or the threat of any proceeding for that purpose and
(vi)
of the issuance by the Commission of any stop order suspending
the
effectiveness of the Registration Statement or the initiation of
any
proceedings for that purpose. The Company will use its best efforts
to
prevent the issuance of any such stop order and, if any stop order
is
issued, to obtain the lifting thereof as soon as possible.
(e) The Company will deliver to you as many conformed copies
of the Registration Statement (as originally filed) and of each
amendment thereto (including exhibits filed therewith or
incorporated
by reference therein and documents incorporated by reference in
the
Prospectus) as you may reasonably request.
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(f) The Company will endeavor, in cooperation with you, to
qualify the Certificates for offering and sale under the
applicable
securities laws of such states and other jurisdictions of the
United
States as you may designate, and will maintain or cause to be
maintained such qualifications in effect for as long as may be
required
for the distribution of the Certificates, provided that in
connection
therewith the Company shall not be required to qualify as a
foreign
corporation or to file a general consent to service of process in
any
jurisdiction. The Company will file or cause the filing of such
statements and reports as may be required by the laws of each
jurisdiction in which the Certificates have been qualified as
above
provided.
(g) If the Company has elected to cause the applicable
Mortgage Pool to be treated as a real estate mortgage
investment
conduit (a "REMIC"), the Company will prepare, or cause to be
prepared,
and file, or cause to be filed a timely election to treat the
Mortgage
Pool as a REMIC for federal income tax purposes and will file, or
cause
to be filed, such tax returns and take such actions, all on a
timely
basis, as are required to elect and maintain such status.
(h) With respect to a Series, so long as the Certificates of
such Series are outstanding, the Company will furnish, or cause to
be
furnished, to you, copies of all reports and statements available
to
Certificateholders pursuant to the Pooling and Servicing
Agreement.
SECTION 4. Conditions of Underwriters' Obligations. The obligations
of
the Underwriters to purchase Certificates pursuant to any Terms
Agreement shall
be subject to the accuracy of the representations and warranties on
the part of
the Company herein contained, to the accuracy of the statements of
the Company's
officers made pursuant hereto, to the performance by the Company of
all of its
obligations hereunder and to the following additional conditions
precedent:
(a) At the applicable Closing Time (i) no stop order
suspending the effectiveness of the Registration Statement shall
have
been issued and no proceedings for that purpose shall have been
initiated or threatened by the Commission, (ii) the Certificates
shall
have received the rating or ratings specified in the applicable
Terms
Agreement, and (iii) there shall not have come to your attention
any
facts that would cause you to believe that the Prospectus,
together
with the applicable Prospectus Supplement at the time it was
required
to be delivered to a purchaser of the Certificates, contained an
untrue
statement of a material fact or omitted to state a material
fact
necessary in order to make the statements therein, in light of
the
circumstances existing at such time, not misleading. No challenge
by
the Commission shall have been made to the accuracy or adequacy of
the
Registration Statement and any request of the Commission for
inclusion
of additional information in the Registration Statement or the
Prospectus or the Prospectus Supplement shall have been complied
with
and the Company shall not have filed with the Commission any
amendment
or supplement to the Registration Statement, the Prospectus or
the
Prospectus Supplement without the consent of the Underwriters.
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(b) At the applicable Closing Time you shall have received:
(1) The opinion, dated as of the applicable Closing Time,
of Dechert LLP, counsel for the Company, in form and substance
satisfactory to such of you as may be named in the applicable
Terms
Agreement, to the effect that;
(i) The Company is validly existing as a corporation
in good standing under the laws of the State of Delaware.
(ii) This Agreement and the applicable Terms
Agreement have been duly authorized, executed and delivered by
the Company, and each is a legal, valid and binding obligation
of the Company enforceable against the Company in accordance
with its terms, except that (A) such enforcement may be
subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to
creditors' rights generally, (B) the remedy of specific
performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought,
and (C) the enforceability as to rights to indemnity
thereunder may be subject to limitations of public policy
under applicable securities laws.
(iii) The applicable Pooling and Servicing Agreement
has been duly authorized, executed and delivered by the
Company, and is a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms,
except that (A) such enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors'
rights generally and (B) the remedy of specific performance
and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.
(iv) The execution and delivery by the Company of
this Agreement, the applicable Terms Agreement and applicable
Pooling and Servicing Agreement and the signing of the
Registration Statement by the Company are within the corporate
power of the Company and have been duly authorized by all
necessary corporate action on the part of the Company; and
neither the issue and sale of the Certificates nor the
consummation of the transactions contemplated herein or
therein nor the fulfillment of the terms hereof or thereof
will, conflict with or constitute a breach or violation of any
of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company
pursuant to, any contract, indenture, mortgage, or other
instrument to which the Company is a party or by which it may
be bound of which such counsel is aware, other than the lien
or liens created by the applicable Pooling and Servicing
Agreement, nor will such action result in any violation of the
provisions of the certificate of incorporation or by-laws of
the Company or, any statute, rule or regulation to which the
Company is subject or by which it is bound or any writ,
injunction
or decree of any court, governmental authority or
regulatory body to which it is subject or by which it is bound
of which such counsel is aware.
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(v) The Certificates have been duly authorized,
executed and authenticated as specified in the related Pooling
and Servicing Agreement and when delivered and paid for, will
be validly issued and entitled to the benefits of the related
Pooling and Servicing Agreement.
(vi) To the best of such counsel's knowledge, no
filing or registration with or notice to or consent, approval,
authorization, order or qualification of or with any court or
governmental agency or body is required for the issuance and
sale of the Certificates or the consummation by the Company of
the
transactions contemplated by this Agreement, the
applicable Pooling and Servicing Agreement or the applicable
Terms Agreement, except the registration under the 1933 Act of
the Certificates, and 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 Certificates by the
Underwriters.
(vii) To the best of such counsel's knowledge, there
is no action, suit or proceeding of which such counsel is
aware before or by any court or governmental agency or body,
domestic or foreign, now pending or threatened against the
Company which might result in any material adverse change in
the financial condition, earnings, affairs or business of the
Company, or which might materially and adversely affect the
properties or assets thereof or might materially and adversely
affect the performance by the Company of its obligations
under, or the validity or enforceability of, the Certificates,
this Agreement or the Pooling and Servicing Agreement, or
which is required to be disclosed in the Registration
Statement.
(viii) The Registration Statement is effective under
the 1933 Act and, to the best of such counsel's knowledge, no
stop order suspending the effectiveness of the Registration
Statement has been issued under the 1933 Ac
