EXHIBIT 4.2
AMERIQUEST MORTGAGE
SECURITIES INC.
$1,934,646,000
(Approximate)
Asset-Backed Pass-Through
Certificates
Ameriquest Mortgage Securities
Inc.
Series ARSI 2006-M3
UNDERWRITING
AGREEMENT
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Greenwich Capital Markets,
Inc.
600
Steamboat Road
Greenwich, CT 06830
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Barclays
Capital Inc.
200 Park
Avenue
New York, NY
10166
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Credit Suisse
Securities (USA) LLC
Eleven Madison
Avenue
New York, New
York 10010
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Deutsche Bank
Securities Inc.
60 Wall
St.
New York, NY
10005
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UBS Securities
LLC
1285 Avenue of
Americas
New York, NY
10019
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Ameriquest Mortgage Securities Inc. (the
“Depositor”), a Delaware corporation, has authorized
the issuance and sale of Ameriquest Mortgage Securities Inc.,
Asset-Backed Pass-Through Certificates, Series ARSI 2006-M3 (the
“Certificates”). The Certificates are designated as (i)
the Class A-1 Certificates, the Class A-2A Certificates, the Class
A-2B Certificates, the Class A-2C Certificates and the Class A-2D
Certificates (collectively, the “Class A Certificates”)
and (ii) the Class M-1 Certificates, the Class M-2 Certificates,
the Class M-3 Certificates, the Class M-4 Certificates, the Class
M-5 Certificates, the Class M-6 Certificates, the Class M-7
Certificates, the Class M-8 Certificates and the Class M-9
Certificates (collectively, the “Offered Mezzanine
Certificates”; together with the Class A Certificates, the
“Underwritten Certificates”). Also to be issued are the
Class M-10 Certificates, the Class CE Certificates, the Class P
Certificates, the Class R Certificates and the Class R-X
Certificates (collectively, the “Non-Offered
Certificates”). The Underwritten Certificates and the
Non-Offered Certificates are referred to together as the
“Certificates.”
Only the Underwritten Certificates are being
purchased by the underwriters named in Schedule A hereto (the
“Underwriters”), and the Underwriters severally are
purchasing only the Underwritten Certificates 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.
The Certificates will be issued under a Pooling
and Servicing Agreement, dated as of September 1, 2006 (the
“Pooling and Servicing Agreement”), among the Depositor
as depositor, Ameriquest Mortgage Company as master servicer (in
such capacity, the “Master Servicer”) and Deutsche Bank
National Trust Company as trustee (in such capacity, the
“Trustee”). Capitalized but undefined terms shall have
the meanings set forth in the Pooling and Servicing
Agreement.
The Certificates will evidence fractional
undivided interests in the Trust (the “Trust”) formed
pursuant to the Pooling and Servicing Agreement. The assets of the
Trust will include, among other things, a segregated pool (the
“Mortgage Pool”) of certain adjustable-rate and
fixed-rate, conventional, one- to four-family residential mortgage
loans (collectively, the “Mortgage Loans”), the Master
Servicer Prepayment Charge Payment Amounts, the Net WAC Rate
Carryover Reserve Account and the Swap Account (including any
payments made under the Swap Administration Agreement deposited in
the Trust) and such amounts as may be held by the Trustee in any
other accounts held by the Trustee for the Trust. A form of the
Pooling and Servicing Agreement has been filed as an exhibit to the
Registration Statement.
The Underwritten Certificates are more fully
described in a Registration Statement which the Depositor has
furnished to the Underwriters.
Pursuant to the Mortgage Loan Purchase
Agreement, dated the date of this Agreement (the “Mortgage
Loan Purchase Agreement”), between Ameriquest Mortgage
Company (in such capacity, the “Seller”) and the
Depositor, the Seller will sell to the Depositor all of its right,
title and interest in and to the Mortgage Loans, including the
scheduled principal balances of the Mortgage Loans as of the
Cut-off Date and interest due after the Cut-off Date. Pursuant to
the Pooling and Servicing Agreement, the Depositor will sell to the
Trust all of its right, title and interest in and to the Mortgage
Loans, including the scheduled principal balances of the Mortgage
Loans as of the Cut-off Date and interest due after the Cut-off
Date.
SECTION 1.
Representations and Warranties of
the Depositor . The
Depositor represents and warrants to, and agrees with the
Underwriters that as of the date of the Preliminary Prospectus, as
of the date of the Prospectus, and as of the Closing
Date:
(a) A Registration Statement on Form S-3 (No.
333-131452) relating to the Underwritten Certificates 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;
“Base Prospectus” means such final prospectus dated
March 9, 2006 and “Prospectus Supplement” means the
final prospectus supplement relating to the Underwritten
Certificates, 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 Base Prospectus together with
the Prospectus Supplement. The Depositor has prepared a Free
Writing Prospectus, dated September 7, 2006, that contains
substantially all information that will appear in the Prospectus
Supplement and including the Static Pool Information referred to in
the Free Writing Prospectus, to the extent that such information is
known at that time (such Free Writing Prospectus together with the
Base Prospectus, the “Preliminary Prospectus”).
Reference made herein to the Preliminary Prospectus or 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 Preliminary
Prospectus or 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 Preliminary Prospectus or the Prospectus, as applicable, and
incorporated by reference in the Preliminary Prospectus or the
Prospectus, as applicable, 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 Preliminary 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 which 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 5 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.
(b) The Registration Statement, the Preliminary
Prospectus, the Prospectus and the Static Pool Information conform,
and any further amendments or supplements to the Registration
Statement, the Preliminary Prospectus and the Prospectus will
conform, when they become effective, are filed with the Commission
or as of the date of the Contract of Sale, as the case may be, in
all respects to the requirements of the Securities Act and the
Rules and Regulations. The Registration Statement, as of the
Effective Date thereof, and 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 Preliminary Prospectus, as
amended or supplemented, as of its date and as of the date of the
Contract of Sale, and the Prospectus, as amended or supplemented,
as of its date and as of the Closing Date, and the Static Pool
Information, as of the date of the Contract of Sale and as of the
Closing Date, do 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 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, the Preliminary
Prospectus or the Prospectus in reliance upon and in conformity
with written information furnished to the Depositor in writing by
any Underwriter expressly for use therein as set forth in Exhibit A
hereto (the “Underwriters’ Information”), and
(ii) any Excluded Information (as defined in Section 8(a)(i)
below).
(c) The documents incorporated by reference in the
Preliminary Prospectus or the Prospectus, as applicable, when they
became effective, were filed with the Commission or as of the date
of the Contract of Sale, as the case may be, 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
become effective, are filed with the Commission or as of the date
of the Contract of Sale, as the case may be, 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 incorporated and is
validly existing as a corporation in good standing under the laws
of its jurisdiction of incorporation and is in good standing as a
foreign corporation in each jurisdiction in which its ownership or
lease of property or the conduct of its business so requires such
standing. 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 Mortgage Loan Purchase Agreement and the Pooling and
Servicing Agreement (collectively, the “Agreements”)
and to cause the Certificates to be issued.
(e) Except as disclosed in the Preliminary
Prospectus and the Prospectus, there are no actions, proceedings or
investigations pending with respect to which the Depositor has
received service of process before, or, to the best of the
Depositor’s knowledge, threatened, by any court,
administrative agency or other tribunal to which the Depositor is a
party or of which any of its properties is the subject (a) which if
determined adversely to the Depositor would have a material adverse
effect on the business or financial condition of the Depositor, (b)
asserting the invalidity of any of the Agreements or the
Certificates, (c) seeking to prevent the issuance of the
Certificates or the consummation by the Depositor of any of the
transactions contemplated by any of the Agreements or (d) 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
Certificates.
(f) This Agreement has been, and the other
Agreements when executed and delivered as contemplated hereby and
thereby will have been, duly authorized, executed and delivered by
the Depositor, and this Agreement constitutes, and the other
Agreements when executed and delivered as contemplated herein will
constitute, legal, valid and binding instruments enforceable
against the 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 any of the Agreements, 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 Certificates do not and will not conflict with or
result in a breach or violation of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the
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 breach or 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, nor will such actions
result in any violation of the provisions of the articles of
incorporation or by-laws 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 breach or 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 Trustee to
execute, authenticate, issue and deliver the Certificates has been
duly authorized by the Depositor, and, assuming the Trustee has
been duly authorized to undertake such actions, when executed,
authenticated, issued and delivered by the Trustee, in accordance
with the Pooling and Servicing Agreement, the Certificates will be
validly issued and outstanding and the holders of the Certificates
will be entitled to the rights and benefits of the Certificates as
provided by the Pooling and Servicing Agreement.
(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 Certificates and the sale of the Underwritten Certificates to
the Underwriters, or the consummation by the Depositor of the other
transactions contemplated by the Agreements except such consents,
approvals, authorizations, registrations or qualifications as may
be required under state securities or Blue Sky laws in connection
with the purchase and distribution of the Underwritten Certificates
by the Underwriters or as have been obtained.
(j) At the time of the execution and delivery of the
Pooling and Servicing Agreement, the Depositor will: (i) have
equitable title to 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”); (ii) not have assigned to any person (other
than the Trustee) any of its right, title or interest in the
Mortgage Loans and (iii) have the power and authority to sell the
Mortgage Loans to the Trustee and to sell the Underwritten
Certificates to the Underwriters. Upon execution and delivery of
the Pooling and Servicing Agreement by the Trustee, the Trustee
will have acquired beneficial ownership of all of the
Depositor’s right, title and interest in and to the Mortgage
Loans. Upon delivery to the Underwriters of the Underwritten
Certificates, the Underwriters will have good title to the
Underwritten Certificates free of any Liens.
(k) As of the Cut-off Date, each of the Mortgage
Loans will meet the eligibility criteria described in the
Preliminary Prospectus and the Prospectus and will conform to the
descriptions thereof contained in the Preliminary Prospectus and
the Prospectus.
(l) Neither the Depositor nor the Trust is an
“investment company” within the meaning of such term
under the Investment Company Act of 1940, as amended (the
“1940 Act”) and the rules and regulations of the
Commission thereunder.
(m) At the Closing Date, the Underwritten
Certificates and the Pooling and Servicing Agreement will conform
in all material respects to the descriptions thereof contained in
the Preliminary Prospectus and the Prospectus.
(n) Any taxes, fees and other governmental charges
in connection with the execution, delivery and issuance of the
Agreements and the Certificates have been paid or will be paid at
or prior to the Closing Date.
(o) Since the respective dates as of which
information is given in the Preliminary Prospectus and the
Prospectus, there has not been any material adverse change in the
general affairs, management, financial condition, or results of
operations of the Depositor or Seller, otherwise than as set forth
or contemplated in the Prospectus as supplemented or amended as of
the Closing Date.
(p) As of the Effective Date and as of the date of
the Contract of Sale, the Depositor is not and will not be as of
the Closing Date an “ineligible issuer” as defined in
Rule 405 under the Securities Act.
(q) Any certificate signed by an officer of the
Depositor and delivered to the Underwriters or counsel for the
Underwriters in connection with an offering of the Underwritten
Certificates shall be deemed, and shall state that it is, a
representation and warranty as to the matters covered thereby to
each person to whom the representations and warranties in this
Section 1 are made.
(r) As of the date of the Contract of Sale, each
Issuer Free Writing Prospectus and the Preliminary Prospectus,
considered together, did not include any untrue statement of a
material fact or omission of any material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
SECTION 2.
Purchase and Sale
. The several commitments of the
Underwriters to purchase the Underwritten Certificates 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 Trustee to issue the Certificates and agrees
to sell to each Underwriter, and each Underwriter agrees (except as
provided in Section 10 hereof) severally and not jointly to
purchase from the Depositor, the aggregate principal amounts or
percentage interests of the Underwritten Certificates of each
Class, as set forth opposite such Underwriter’s name on
Schedule A, at the purchase price or prices set forth on Schedule
A.
SECTION 3.
Delivery and Payment
. Delivery of and payment for the
Underwritten Certificates shall be made at the offices of Thacher
Proffitt & Wood LLP, Two World Financial Center, New York, New
York 10281, or at such other place as shall be agreed upon by the
Underwriters and the Depositor at 10:00 A.M. New York City time on
September 27, 2006, or at such other time or date as shall be
agreed upon in writing by the Underwriters 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. Delivery of the
Underwritten Certificates shall be made to Greenwich Capital
Markets, Inc. for the accounts of the several Underwriters against
payment of the purchase price thereof. The Underwritten
Certificates so delivered will be initially represented by one or
more certificates registered in the name of Cede & Co., the
nominee of The Depository Trust Company (“DTC”). The
interests of the beneficial owners of the Underwritten Certificates
will be represented by book entries on the records of DTC and
participating members thereof. Definitive Underwritten Certificates
will be available only under the limited circumstances specified in
the Pooling and Servicing Agreement.
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 Certificates
for sale to the public as set forth in the Prospectus.
(a) The Depositor agrees as follows:
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(i)
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To prepare the
Preliminary Prospectus and the Prospectus in a form approved by the
Underwriters; to file such Preliminary Prospectus pursuant to Rule
433(d) under the Securities Act not later than the same day on
which the Preliminary Prospectus was made available to the
Underwriters; to file such Prospectus pursuant to Rule 424(b) under
the Securities Act not later than the second Business Day following
the day on which the Prospectus was made available to the
Underwriters; to make no further amendment or supplement to the
Registration Statement or to the Prospectus prior to the Closing
Date except as permitted herein; 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 prior to the termination of the offering of the
Underwritten Certificates 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 in connection with
the offering or sale of the Underwritten Certificates; to promptly
advise the Underwriters of its receipt of notice of the issuance by
the Commission of any stop order 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 Preliminary Prospectus or the Prospectus; (ii) the
suspension of the qualification of the Underwritten Certificates
for offering or sale in any jurisdiction; (iii) the initiation of
or threat of any proceeding for any such purpose or (iv) any
request by the Commission for the amending or supplementing of the
Registration Statement, the Preliminary Prospectus or the
Prospectus or for additional information. In the event of the
issuance of any stop order or of any order preventing or suspending
the use of the Preliminary Prospectus or the Prospectus or
suspending any such qualification, the Depositor promptly shall use
its best efforts to obtain the withdrawal of such order by the
Commission.
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(ii)
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To furnish
promptly to the Underwriters and to counsel for the Underwriters 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.
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(iii)
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To deliver
promptly to the Underwriters without charge 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 Preliminary Prospectus, the
Prospectus and any amended or supplemented Preliminary Prospectus
or Prospectus and (iii) any document incorporated by reference in
the Preliminary Prospectus or the Prospectus (including exhibits
thereto). If the delivery of a prospectus is required at any time
prior to the expiration of nine months after the Closing Date in
connection with the offering or sale of the Underwritten
Certificates, 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 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 to deliver a Prospectus in
connection with sales of any of the Underwritten Certificates at
any time nine months or more after the Effective Time, 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.
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(iv)
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To file
promptly with the Commission any amendment to the Registration
Statement, the Preliminary Prospectus or the Prospectus or any
supplement to the Prospectus that may, in the 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.
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(v)
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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 Underwritten
Certificates: (i) any Post-Effective Amendment to the Registration
Statement or supplement to the Prospectus, or document incorporated
by reference in the Prospectus or (ii) the Preliminary Prospectus
and the Prospectus pursuant to the Rules and
Regulations.
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(vi)
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To use
commercially reasonable efforts, in cooperation with the
Underwriters, to qualify the Underwritten Certificates 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, and maintain or cause to be
maintained such qualifications in effect for as long as may be
required for the distribution of the Underwritten Certificates. 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 Certificates 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.
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(vii)
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So long as the
Underwritten Certificates shall be outstanding, the Depositor shall
cause the Trustee, pursuant to the Pooling and Servicing Agreement,
to deliver to the Underwriters as soon as such statements are
furnished to the Trustee: (i) the annual assessment of compliance
delivered to the Trustee pursuant to Section 3.20 of the Pooling
and Servicing Agreement; (ii) the annual attestation of a firm of
registered public accountants furnished to the Trustee pursuant to
Section 3.20 of the Pooling and Servicing Agreement; (iii) the
monthly servicing report furnished to the Trustee and (iv) the
monthly reports furnished to the Certificateholders pursuant to
Section 4.02 of the Pooling and Servicing Agreement.
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(viii)
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Unless the
Underwriters shall otherwise have given their written consent, no
collateralized mortgage obligations or other similar securities
representing interests in or secured by other mortgage-related
assets originated or owned by the Seller shall be publicly offered
or sold, nor shall the Seller enter into any contractual
arrangements that contemplate the public offering or sale of such
securities, until the earlier to occur of the termination of the
syndicate or the Closing Date.
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(ix)
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In connection
with any transaction contemplated by this Agreement, the Depositor
and each of its affiliates maintain customary, arm’s-length
business relationships with each Underwriter and each of its
affiliates, and no fiduciary duty on the part of any Underwriter or
any of its affiliates is thereby or hereby intended or created, and
the express disclaimer of any such fiduciary relationship on the
part of each Underwriter and each of its affiliates is hereby
acknowledged and accepted by the Depositor and each of its
affiliates.
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(x)
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The Depositor
will file or cause to be filed with the Commission such Free
Writing Prospectus that is either an Issuer Free Writing Prospectus
(as defined in Section 5(c) hereof) or contains Issuer Information
as soon as reasonably practicable after the date of this Agreement,
but in any event, not later than required pursuant to Rules 426 or
433, respectively, of the Securities Act.
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(xi)
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The Depositor
shall not be required to file (A) any Free Writing Prospectus, if
the information included therein is included or incorporated by
reference in a prospectus or Free Writing Prospectus previously
filed with the Commission that relates to the offering of the
Certificates, or (B) any Free Writing Prospectus or portion thereof
that contains a description of the Certificates or the offering of
the Certificates which does not reflect the final terms thereof (so
long as such information does not contain any Issuer
Information).
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(xii)
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The Depositor
will (i) prepare and file the report required by Item 6.05 of Form
8-K within four business days after the Closing Date if any
material pool characteristic in the final pool at the Closing Date
varies by 5% or more from the description in the Prospectus
Supplement, (ii) comply with required Form 8-K reporting
requirements with respect to any prefunding account and (iii) if
static pool information required with respect to the Underwritten
Certificates is delivered via website, comply with the Rules and
Regulations. The Depositor will be responsible for calculating the
significance percentage of any derivative contract with respect to
the Underwritten Certificates.
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(b) Each Underwriter severally represents, warrants,
covenants and agrees with the Depositor as to itself
that:
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(i)
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The
Underwriters hereby authorize Greenwich Capital Markets, Inc. to
execute on behalf of all the Underwriters, each of (a) a letter to
the Depositor concerning registration and denomination instructions
for the Underwritten Certificates purchased by the Underwriters,
(b) the Cross Receipt relating to the Depositor&
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