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Exhibit 1.1
LARES ASSET SECURITIZATION, INC.
LUMINENT MORTGAGE TRUST 2006-6
MORTGAGE-BACKED CERTIFICATES, SERIES 2006-6
UNDERWRITING AGREEMENT
September 28, 2006
Barclays Capital, Inc.
as Representative of the several Underwriters
c/o Barclays Capital
220 Park Avenue, 5th Floor
New York, NY 10166
Ladies and Gentlemen:
Lares Asset Securitization, Inc., a Delaware corporation (the
"COMPANY"), confirms its agreement to sell to you (the
"REPRESENTATIVE") and the
several underwriters listed on Schedule I hereto (collectively,
the
"UNDERWRITERS"), all of Luminent Mortgage Trust 2006-6 (the
"TRUST"),
Mortgage-Backed Certificates, Series 2006-6, Class A-1, Class A-2A,
Class A-2B,
Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5,
Class B-7 and
Class B-8 (collectively, the "UNDERWRITTEN SECURITIES"), and the
purchase by the
Underwriters, acting severally and not jointly, of their respective
Certificate
Principal Balances of the Underwritten Securities set forth
opposite their names
in Schedule II hereto. The Underwritten Securities, together with
the Class B-9,
Class C, Class R and Class RX Certificates not sold to the
Underwriters, will
evidence the entire beneficial interest in a pool of adjustable
rate one- to
four-family residential mortgage loans (the "MORTGAGE LOANS") as
described in
the Prospectus Supplement (as hereinafter defined) acquired by the
Company from
Maia Mortgage Finance Statutory Trust, a Maryland business trust
(the "SELLER").
The Certificates will be issued pursuant to a Pooling Agreement
dated
as of September 1, 2006 (the "POOLING AGREEMENT"), among the
Company, the
Seller, Wells Fargo Bank, N.A., as master servicer (the "MASTER
SERVICER") and
securities administrator (the "SECURITIES ADMINISTRATOR"), and HSBC
Bank USA,
National Association, as trustee (the "TRUSTEE"). The Mortgage
Loans will be
serviced by a number of servicers pursuant to various servicing
agreements (the
"SERVICING AGREEMENTS") assigned to the Trust. Custody of the
Mortgage Loans
will be pursuant to a custody agreement (the "CUSTODY AGREEMENT")
dated as of
September 1, 2006 by and among the Company, the Servicers, the
Trustee, the
Master Servicer, the Securities Administrator and Wells Fargo Bank,
N.A., as
custodian. The Supplemental Interest Trustee, on behalf of the
Trust and the
Class A-2A Certificateholders, will also enter a cap agreement with
Barclays
Bank PLC, as the cap provider (the "CAP Provider"), dated as of
September 28,
2006 (the "CAP AGREEMENT").
At or prior to the time when sales to investors of the
Certificates
were first made (the "TIME OF Sale"), the Company had prepared a
preliminary
prospectus, dated September 27, 2006, for distribution to
prospective investors
(the information contained therein, together with information
regarding the
price and interest rate of the Certificates, the "TIME OF SALE
INFORMATION").
If, subsequent to the Time of Sale, the Company or any Underwriter
determines
that such information included an untrue statement of material fact
or omitted
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 and
have terminated their old purchase contracts and entered into new
purchase
contracts with purchasers of the Certificates, then "TIME OF SALE
INFORMATION"
will refer to the information available to purchasers at the time
of entry into
the first such new purchase contract, including any information
that corrects
such material misstatements or omissions and "TIME OF SALE" will
refer to the
time and date on which such new purchase contracts were entered
into.
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This underwriting agreement (the "AGREEMENT"), the Pooling
Agreement,
the Custodial Agreement, the Servicing Agreement and the Cap
Agreement are
sometimes referred to herein collectively as the "TRANSACTION
AGREEMENTS." The
Underwritten Securities will be issued in minimum denominations and
will have
the terms set forth in the Pooling Agreement. Capitalized terms
used but not
otherwise defined herein shall have the respective meanings
ascribed thereto in
the Pooling Agreement.
1. Representations, Warranties and Covenants. As of the date hereof
(or
as of such other date as may be specified in the relevant
representation and
warranty), the Company represents and warrants to, and agrees with,
each of the
Underwriters as follows:
(a) The Company has filed with the Securities and Exchange
Commission (the "COMMISSION") a registration statement (No.
333-135084)
on Form S-3 for the registration under the Securities Act of 1933,
as
amended (the "ACT"), of Mortgage Pass-Through Certificates and
Mortgage-Backed Notes (issuable in series), including the
Certificates,
a copy of which, as amended to the date hereof, has heretofore
been
delivered to the Underwriters. All conditions for the use of Form
S-3
under the Act have been satisfied. Such registration statement,
including the exhibits thereto, as amended to the date of this
Agreement, is hereinafter called the "REGISTRATION STATEMENT";
the
prospectus first required to be filed to satisfy the condition
set
forth in Rule 172(c)(3) and pursuant to Rule 424(b) under the Act
is
hereinafter called the "BASE PROSPECTUS"; and such supplement to
the
Base Prospectus, in the form required to be filed to satisfy
the
condition set forth in Rule 172(c)(3) and pursuant to Rule 424(b)
under
the Act, is hereinafter called the "PROSPECTUS SUPPLEMENT" and,
collectively with the Base Prospectus, the "PROSPECTUS." Any
reference
herein to the Registration Statement, the Base Prospectus or
the
Prospectus 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
"EXCHANGE ACT"), on or before the date of this Agreement, or the
issue
date of the Base Prospectus or the Prospectus, as the case may be;
and
any reference herein to the terms "amend," "amendment" or
"supplement"
with respect to the Registration Statement, the Base Prospectus or
the
Prospectus shall be deemed to refer to and include the filing of
any
document under the Exchange Act after the date of this Agreement,
or
the issue date of the Base Prospectus or the Prospectus, as the
case
may be, and deemed to be incorporated therein by reference. The
Registration Statement has been declared effective by the
Commission
under the Act; no order suspending the effectiveness of the
Registration Statement has been issued by the Commission and no
proceeding for that purpose has been initiated or, to the best
knowledge of the Company, threatened by the Commission;
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(b) When the Prospectus is first filed pursuant to Rule 424
under the Act, when, prior to the Closing Date, any amendment to
the
Registration Statement becomes effective (including the filing of
any
document incorporated by reference in the Registration Statement),
when
any supplement to the Prospectus is filed with the Commission and
at
the Closing Date, (i) the Registration Statement, as amended as of
any
such time, and the Prospectus, as amended or supplemented as of
any
such time, will comply in all material respects with the Act and
the
respective rules thereunder, (ii) the Registration Statement,
as
amended as of any such time, will not contain any untrue statement
of a
material fact or omit to state any material fact required to be
stated
therein or necessary in order to make the statements therein
not
misleading, and (iii) the Prospectus and any static pool
information
referred to in the Time of Sale Information and the Prospectus,
as
amended or supplemented as of any such time, under the caption
"STATIC
POOL INFORMATION" but deemed to be excluded from the
Registration
Statement and the Prospectus pursuant to Item 1105(d) of Regulation
AB
issued under the Act (the "STATIC POOL INFORMATION"), will not
contain
any untrue statement of a material fact or omit to state any
material
fact required to be stated therein or necessary in order to make
the
statements therein, in light of the circumstances under which they
were
made, not misleading; provided, however, that neither the Company
nor
the Seller makes any representations or warranties as to the
information contained in or omitted from the Registration Statement
or
the Prospectus or any amendment thereof or supplement thereto
in
reliance upon and in conformity with information furnished in
writing
to the Company through the Representative specifically for use
in
connection with the preparation of the Registration Statement or
the
Prospectus. The parties agree that such information consists solely
of
the information about the distribution and marketing of the
Certificates under the caption "Method of Distribution" in the
Prospectus Supplement (the "UNDERWRITING INFORMATION");
(c) The Time of Sale Information, at the Time of Sale did not,
and at the Closing Date 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
Company makes no representation and warranty with respect to
the
Underwriting Information contained in or omitted from the Time of
Sale
Information or any amendment thereof or supplement thereto;
(d) Other than as set forth or contemplated in the Prospectus
and the Time of Sale Information, since the date as of which
information is given in the Registration Statement, the Time of
Sale
Information or the Prospectus, there has not been any material
adverse
change or any development involving a prospective material
adverse
change, in or affecting the business, properties, prospects,
management, financial position, stockholders' equity or results
of
operations of the Company and the Seller;
(e) The Company has been duly formed and is validly existing
as a corporation in good standing under the laws of the State
of
Delaware. The Seller has been duly formed and is validly existing
as a
business trust under the laws of the State of Maryland. Each of
the
Company and the Seller has the requisite organizational power to
own
its properties and to conduct its business as presently conducted
by
it; and each of the Company and the Seller is duly qualified to
do
business as a foreign corporation in good standing and has all
necessary certificates, licenses and permits in all jurisdictions
in
which its ownership of property or the conduct of its business
as
presently
conducted by it requires such qualification;
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(f) As of the Closing Date, the Certificates will conform in
all material respects to the description thereof contained in
the
Prospectus and the Time of Sale Information, and the
representations
and warranties of the Company in the Pooling Agreement will be true
and
correct in all material respects;
(g) The Certificates, when validly authenticated, issued and
delivered in accordance with the Pooling Agreement, will be duly
and
validly issued and outstanding and entitled to the benefits of
the
Pooling Agreement, and immediately prior to the delivery of the
Certificates to each Underwriter, the Company will own the
Certificates, and upon such delivery, such Underwriter will
acquire
title thereto, free and clear of any lien, pledge, encumbrance or
other
security interest other than one created or granted by such
Underwriter;
(h) This Agreement has been duly authorized, executed and
delivered by the Company and the Seller and, as of the Closing
Date,
the Transaction Agreements to which the Company or the Seller is
a
party will have been duly authorized, executed and delivered by
the
Company or the Company, as applicable, and will conform in all
material
respects to the description thereof contained in the Prospectus and
the
Time of Sale Information, and assuming the valid execution thereof
by
the other parties thereto, each Transaction Agreement will
constitute a
legal, valid and binding agreement of the Company and the Seller,
as
applicable, enforceable in accordance with its terms, except as
the
same may be limited by bankruptcy, insolvency, reorganization or
other
laws relating to or affecting the enforcement of creditors' rights
and
by general equity principles;
(i) As of the Closing Date, the Transaction Agreements to
which the Company or the Seller is a party will conform in all
material
respects to the description thereof contained in the Prospectus and
the
Time of Sale Information;
(j) The execution, delivery and performance by the Company and
the Seller of each of the Transaction Agreements, the issuance and
sale
of the Certificates and compliance by the Company and the Seller
with
the terms thereof and the consummation of the transactions
contemplated
by the Transaction Documents will not (i) 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 or
the
Seller, as applicable, pursuant to, any indenture, mortgage, deed
of
trust, loan agreement or other agreement or instrument to which
the
Company or the Seller is a party or by which the Company or the
Seller
is bound or to which any of the property or assets of the Company
or
the Seller is subject; (ii) result in any violation of the
provisions
of the charter, by-laws or similar organizational documents of
the
Company or the Seller; or (iii) result in the violation of any law
or
statute or any judgment, order or regulation of any
governmental
authority, except, in the case of clauses (i) and (iii) above, for
any
such conflict, breach or violation that would not, individually or
in
the aggregate, have a material adverse effect;
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(k) No filing or registration with, notice to, or consent,
approval, authorization or order or other action of any court
or
governmental authority or agency is required for the consummation
by
the Company or the Seller of the transactions contemplated by
the
Transaction Agreements (other than as required under state
securities
laws or Blue Sky laws, as to which no representations and
warranties
are made by the Company), except such as have been, or will have
been,
obtained under the Act prior to the Closing Date, any filings under
the
Uniform Commercial Code, and any recordations of the assignment of
the
Mortgage Loans to the Trustee or, if applicable, to Mortgage
Electronic
Registration Systems, Inc. ("MERS") on behalf of the Trustee,
pursuant
to the Pooling Agreement;
(l) There is no action, suit or proceeding before or by any
court, administrative or governmental agency, or other
tribunal,
domestic or foreign, now pending to which the Company or the Seller
is
a party, or, to the best of the Company's knowledge, threatened
against
the Company or the Seller, which could reasonably result
individually
or in the aggregate in any material adverse change in the
condition
(financial or otherwise), earnings, affairs, regulatory situation
or
business prospects of the Company or the Seller, or could
reasonably
interfere with or materially and adversely affect the consummation
of
the transactions contemplated in the Transaction Agreements;
(m) Upon the execution and delivery of the Pooling Agreement,
(i) the Seller will own the Mortgage Loans being sold to the
Company,
free and clear of any lien, mortgage, pledge, charge,
encumbrance,
adverse claim or other security interest except to the extent
permitted
in the Pooling Agreement (collectively, "LIENS"); (ii) the Company
will
own the Mortgage Loans being sold to the Trust, free of Liens, or
will
have a valid, perfected, first-priority security interest therein,
free
of Liens;
(n)
Any taxes, fees and other governmental charges in
connection with the execution, delivery and issuance of the
Transaction
Agreements and the Certificates have been or will be paid by
the
Company or the Seller on or prior to the Closing Date, except for
fees
for recording assignments of Mortgage Loans to the Trustee or,
if
applicable, to MERS on behalf of the Trustee, pursuant to the
Pooling
Agreement that have not yet been completed, which fees will be paid
by
the Company or the Seller in accordance with the Pooling
Agreement;
(o) The Company is not an "investment company" or entity
"controlled" by an "investment company," as such terms are defined
in
the Investment Company Act of 1940, as amended;
(p) Since the respective dates as of which information is
given in the Prospectus, there has not been any material adverse
change
in the general affairs, management, financial condition, or results
of
operations of the Company, otherwise than as set forth or
contemplated
in the Prospectus, as supplemented or amended as of the Closing
Date.
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(q) The
representations and warranties of the Company and the
Seller contained in the Transaction Documents are true and correct
in
all material respects;
(r) Other than the Prospectus, the Company (including its
agents and representatives other than the Underwriters) has not
made,
used, prepared, authorized, approved or referred to and will not
make,
use, prepare, authorize, approve or refer to any "written
communication" (as defined in Rule 405 under the Act) that
constitutes
an offer to sell or solicitation of an offer to buy the
Certificates
other than (i) information included in the Time of Sale
Information,
(ii) any document not constituting a prospectus pursuant to
Section
2(a)(10)(a) of the Act or Rule 134 under the Act or (iii) other
written
communication approved in writing in advance by the
Representative;
(s) Any Issuer Free Writing Prospectus (as defined in Section
4(f)(i)) included in the Time of Sale Information complied in
all
material respects with the Act and has been, or will be filed
in
accordance with Rule 433(d) under the Act (to the extent
required
thereby);
(t) The Company is not, and on the date on which the first
bona fide offer of the Certificates is made will not be, an
"ineligible
issuer," as defined in Rule 405 under the Act;
(u) As of the Closing Date, this Agreement and the other
Transaction Agreements conform in all material respects to the
descriptions thereof contained in the Registration Statement
and
Prospectus;
(v) On the Closing Date, the Trust will be a New York common
law trust;
(w) It is not necessary to qualify the Pooling Agreement under
the Trust Indenture Act of 1939, as amended.
2.
Purchase and Sale; Payment and Delivery.
(a) Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Company
agrees
to sell to each Underwriter and each Underwriter agrees, severally
and
not jointly, to purchase from the Company, the Underwritten
Securities
at the respective prices set forth in Schedule II hereto.
(b) The Company understands that the Underwriters intend to
make a public offering of their respective portions of the
Underwritten
Securities as soon after the effectiveness of this Agreement as in
the
judgment of the Representative is advisable, and initially to offer
the
Underwritten Securities on the terms set forth in the Time of
Sale
Information and the Prospectus. The Company acknowledges and
agrees
that the Underwriters may offer and sell the Underwritten
Securities to
or through any affiliate of an Underwriter and that any such
affiliate
may offer and sell any Underwritten Securities purchased by it to
or
through any Underwriter.
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(c) The Underwritten Securities to be purchased by each
Underwriter hereunder, in book entry form, and in such
authorized
denominations and registered in such names as the Representative
shall
request, shall be delivered by or on behalf of the Company to
the
Representative through the facilities of The Depository Trust
Company
("DTC") for the account of such Underwriter, against payment by or
on
behalf of such Underwriter of the purchase price therefor by
wire
transfer of Federal (same-day) funds to the account specified to
the
Representative by the Company upon at least forty-eight hours'
prior
notice. The Company will cause the certificates representing
the
Underwritten Securities to be made available for checking and
packaging
at least twenty-four hours prior to the Closing Date (as defined
below)
with respect thereto at the office of the Representative, 200
Park
Avenue, 5th Floor, New York, New York 10166, or at the office of
DTC or
its designated custodian, as the case may be. The time and date of
such
delivery and payment shall be 10:00 a.m., New York City time, on
the
Closing Date (unless another time and date shall be agreed to by
the
Representative and the Company). The time and date at which
such
payment and delivery are actually made is hereinafter sometimes
called
the "CLOSING DATE."
3.
Offering by Underwriters; Offering Communications; Free Writing
Prospectuses.
(a) It is understood by the parties hereto that the
Underwriters propose to offer the Underwritten Securities for sale
to
the public as set forth in the Prospectus, and the Underwriters
agree
that all such offers and sales shall be made in compliance with
all
applicable laws and regulations.
(b) Each Underwriter further agrees that, on or prior to the
Closing Date, it shall provide the Company with a certificate,
setting
forth (a) in the case of each class of Certificates, (i) if less
than
10% of the Certificate Principal Balance of such class of
Certificates
has been sold to the public as of such date, the fair market value
(but
not less than zero) of such class of Certificates as of the
Closing
Date, or (ii) if 10% or more of such class of Certificates has
been
sold to the public as of such date but no single price is paid for
at
least 10% of the aggregate principal balance of such class of
Certificates, then the weighted average price at which the
Certificates
of such class were sold, expressed as a percentage of the
Certificate
Principal Balance of such class of Certificates sold, or (b) the
first
single price at which at least 10% of the Certificate Principal
Balance
of such class of Certificates was sold to the public, (c) the
prepayment assumption used in pricing each class of Certificates,
and
(d) such other information as to matters of fact as the Company
may
reasonably request to enable it to comply with its reporting
requirements with respect to each class of Certificates to the
extent
such information can in the good faith judgment of such Underwriter
be
determined by it.
(c) The Underwriters shall convey or deliver any written
communication to any person (including through Bloomberg) in
connection
with the initial offering of the Underwritten Securities, only if
such
written communication is preceded or accompanied by a
prospectus
satisfying the requirements of Section 10(a) of the Act or only if
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 Rule 405 under the Act (a "FREE WRITING
PROSPECTUS").
Without the prior written consent of the Company (which consent may
be
withheld for any reason), the Underwriters shall not convey or
deliver
in connection with the initial offering of the Certificates any
"ABS
informational and computational material," as defined in Item
1101(a)
of Regulation AB under the Act and the Exchange Act ("ABS
INFORMATIONAL
AND COMPUTATIONAL MATERIAL"), in reliance upon Rules 167 and 426
under
the Act.
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(d) (i) Each Underwriter shall deliver to the Company, no
later than two business days prior to the date of first use
thereof,
(A) any Free Writing Prospectus prepared by or on behalf of
such
Underwriter that contains any "issuer information," as defined in
Rule
433(h)(2) under the Act and footnote 271 of the Commission's
Securities
Offering Reform Release No. 33-8591 ("ISSUER INFORMATION"), and (B)
any
Free Writing Prospectus or portion thereof that contains only a
description of the final terms of the Underwritten Securities.
(ii) Notwithstanding the provisions of Section 3(d)(i), any
Free
Writing Prospectus described therein that contains only ABS
Informational and Computational Material may be delivered by an
Underwriter to the Company not later than the later of (a) two
business
days prior to the due date for filing of the Prospectus pursuant
to
Rule 424(b) under the Act or (b) the date of first use of such
Free
Writing Prospectus.
(e) Each Underwriter represents and warrants to the Company
severally and not jointly that the Free Writing Prospectuses to
be
furnished to the Company by such Underwriter pursuant to
Section
3(d)(i) or (ii) will constitute all Free Writing Prospectuses of
the
type described therein that were furnished to prospective investors
by
such Underwriter in connection with its offer and sale of the
Certificates.
Each Underwriter further represents and warrants that it
has not delivered any Free Writing Prospectuses to prospective
investors other than the Free Writing Prospectus dated September
__,
2006 and a Term Sheet dated September __, 2006.
(f) The Company agrees to file with the Commission the
following:
(i) Any Free Writing Prospectus that constitutes an
"issuer free writing prospectus," as defined in Rule 433(h)(1)
under the Act (an "ISSUER FREE WRITING PROSPECTUS");
(ii) Any Free Writing Prospectus or portion thereof
delivered by an Underwriter to the Company pursuant to Section
3(d) hereof; and
(iii) Any Free Writing Prospectus for which the
Company or any person acting on its behalf provided,
authorized or approved information that is prepared and
published or disseminated by a person unaffiliated with the
Company or any other offering participant that is in the
business of publishing, radio or television broadcasting or
otherwise disseminating communications.
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(g) Any Free Writing Prospectus required to be filed pursuant
to Section 3(f) by the Company shall be filed with the Commission
not
later than the date of first use of the Free Writing Prospectus,
except
that:
(i) any Free Writing Prospectus or portion thereof
required to be filed that contains only the description of the
final
terms of the Certificates may be filed by the Company
within two days of the later of the date such final terms have
been established for all classes of Certificates and the date
of first use;
(ii) any Free Writing Prospectus or portion thereof
required to be filed that contains only ABS Informational and
Computational Material may be filed by the Company with the
Commission not later than the later of the due date for filing
the final Prospectus relating to the Certificates pursuant to
Rule 424(b) under the Act or two business days after the first
use of such Free Writing Prospectus;
(iii) any Free Writing Prospectus required to be
filed pursuant to Section 3(f)(iii) may, if no payment has
been made or consideration has been given by or on behalf of
the Company for the Free Writing Prospectus or its
dissemination, be filed by the Company with the Commission not
later than four business days after the Company becomes aware
of the publication, radio or television broadcast or other
dissemination of the Free Writing Prospectus; and
(iv) the Company shall not be required to file (A)
Issuer Information contained in any Free Writing Prospectus of
an offering participant other than the Trust, if such
information 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.
(h) Each Underwriter shall provide to the Company for filing
with the Commission any Free Writing Prospectus that is used or
referred to by it and distributed by or on behalf of such
Underwriter
in a manner reasonably designed to lead to its broad,
unrestricted
dissemination not later than the date of the first use of such
Free
Writing Prospectus.
(i) Notwithstanding the provisions of Section 3(h), each
Underwriter shall provide to the Company for filing with the
Commission
any Free Writing Prospectus for which such Underwriter or any
person
acting on its behalf provided, authorized or approved information
that
is prepared and published or disseminated by a person unaffiliated
with
the Company or any other offering participant that is in the
business
of publishing, radio or television broadcasting or otherwise
disseminating written communications and for which no payment was
made
or consideration given by or on behalf of the Company or any
other
offering participant, not later than four business days after
such
Underwriter becomes aware of the publication, radio or
television
broadcast or other dissemination of the Free Writing
Prospectus.
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(j) Notwithstanding the provisions of Sections 3(f) and 3(i),
neither the Company nor any Underwriter shall be required to file
any
Free Writing Prospectus that does not contain substantive changes
from
or additions to a Free Writing Prospectus previously filed with
the
Commission.
(k) The Company and each Underwriter each agree that each Free
Writing Prospectus prepared by such Underwriter shall contain
the
following legend, or a substantially similar legend that complies
with
Rule 433
under the Act:
The depositor has filed a registration statement (including a
prospectus) with 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 issuer and this offering. You may get
these documents for free 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 if you request it by calling toll-free
1-888-227-2275, extension 2663.
The Company and each Underwriter each agree that any Free
Writing
Prospectus prepared by such Underwriter and that is not an Issuer
Free
Writing Prospectus or that does not contain Issuer Information
shall
also contain the following legend:
Neither the issuer of the securities nor any of its affiliates
prepared, provided, approved or verified any statistical or
numerical information presented herein, although that
information may be based in part on loan level data provided
by the issuer or its affiliates.
(l) In the event that the Company becomes aware that, as of
the Time of Sale, any Issuer Free Writing Prospectus contains
any
untrue statement of a material fact or omits to state a material
fact
necessary in order to make the statements contained therein (when
read
in conjunction with the Time of Sale Information), in light of
the
circumstances under which they were made, not misleading (a
"DEFECTIVE
ISSUER FREE WRITING PROSPECTUS"), the Company shall notify each
Underwriter within one business day after discovery and the
Company
shall, if requested by such Underwriter, prepare and deliver to
such
Underwriter a Free Writing Prospectus that corrects the
material
misstatement or omission in the Defective Issuer Free Writing
Prospectus (such corrected Issuer Free Writing Prospectus, a
"CORRECTED
ISSUER FREE WRITING PROSPECTUS").
(m) In the event that an Underwriter becomes aware that, as of
the Time of Sale, any Free Writing Prospectus prepared by or on
behalf
of such Underwriter delivered to an investor in any
Underwritten
Securities contained any untrue statement of a material fact or
omitted
to state a material fact necessary in order to make the
statements
contained therein (when read in conjunction with the Time of
Sale
Information), in light of the circumstances under which they were
made,
not misleading, when considered in conjunction with the Time of
Sale
Information (together with a Defective Issuer Free Writing
Prospectus,
a "DEFECTIVE FREE WRITING PROSPECTUS"), such Underwriter shall
notify
the Company thereof within one business day after discovery.
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<PAGE>
(n) Each Underwriter shall, if requested by the Company:
(i) if the Defective Free Writing Prospectus was a
Free Writing Prospectus prepared by or on behalf of such
Underwriter, prepare a Free Writing Prospectus which corrects
the material misstatement in or omission from the Defective
Free Writing Prospectus (together with a Corrected Issuer Free
Writing Prospectus, a "CORRECTED FREE WRITING PROSPECTUS");
(ii) deliver the Corrected Free Writing Prospectus to
each investor which received the Defective Free Writing
Prospectus prior to entering into a contract of sale with such
investor;
(iii) notify such investor in a prominent fashion
that the prior contract of sale with the investor has been
terminated, and of the investor's rights as a result of
termination of such agreement;
(iv) provide such investor with an opportunity to
affirmatively agree to purchase the Underwritten Securities on
the terms described in the Corrected Free Writing Prospectus;
and
(v) comply with any other requirements for
reformation of the original contract of sale with such
investor, as described in Section IV.A.2.c of the Commission's
Securities Offering Reform Release No. 33-8591.
(o) The Company and each Underwriter agree to retain all Free
Writing Prospectuses that they have used and that are not required
to
be filed pursuant to this Section 4 for a period of three years
following the initial bona fide offering of the Underwritten
Securities.
(p) Each Underwriter covenants with the Company that after the
Prospectus is available such Underwriter shall not distribute
any
written information concerning the Underwritten Securities to a
prospective purchaser of Certificates unless such information
is
preceded or accompanied by the Prospectus.
(q) Each Underwriter represents and agrees that:
(i) it has only communicated or caused to be
communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the
Financial Services and Markets Act) received by it in
connection with the issue or sale of the Underwritten
Securities in circumstances in which Section 21(1) of the
Financial Services and Markets Act does not apply to the
Issuer;
(ii) it has complied
and will comply with all
applicable provisions of the Financial Services and Markets
Act with respect to anything done by it in relation to the
Underwritten Securities in, from or otherwise involving the
United Kingdom; and
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<PAGE>
(iii) in relation to each Member State of the
European Economic Area which has implemented the Prospectus
Directive (each, a "RELEVANT MEMBER STATE"), with effect from
and including the date on which the Prospectus Directive is
implemented in that Relevant Member S
