<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES [ ]-[ ]
$[ ] Class [ ]-[ ] Certificates Variable Pass-Through Rate
$[ ] Class [ ]-[ ] Certificates Variable Pass-Through Rate
$[ ] Class [ ]-[ ] Certificates Variable Pass-Through Rate
$[ ] Class [ ]-[ ] Certificates Variable Pass-Through Rate
$[ ] Class [ ]-[ ] Certificates Variable Pass-Through Rate
$[ ] Class [ ]-[ ] Certificates Variable Pass-Through Rate
$[ ] Class [ ]-[ ] Certificates Variable Pass-Through Rate
$[ ] Class [ ]-[ ] Certificates Variable Pass-Through Rate
$[ ] Class [ ]-[ ] Certificates Variable Pass-Through Rate
$[ ] Class [ ]-[ ] Certificates Variable Pass-Through Rate
Popular ABS, Inc.
Depositor
Equity One, Inc.
Servicer
UNDERWRITING AGREEMENT
___________, 20___
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--------------------------------
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Ladies and Gentlemen:
Popular
ABS, Inc., a Delaware corporation ("DEPOSITOR"), a wholly owned
subsidiary of Equity One, Inc., a Delaware corporation ("EQUITY
ONE"), proposes
to sell $________________ aggregate principal amount of Mortgage
Pass-Through
Certificates, Series []-[], described in Schedule I hereto (the
"OFFERED
CERTIFICATES") to you (the "UNDERWRITERS"). The Offered
Certificates, together
with the Class []-[], Class []-[], Class []-[], Class X and Class R
Certificates
are to be issued pursuant to a Pooling and Servicing Agreement (the
"POOLING AND
SERVICING AGREEMENT") dated as of ___________, 20___, among the
Depositor,
Equity One, as servicer, _____________________________, a national
banking
association, as trustee (the "TRUSTEE"), and each of the Sellers
named therein,
and the Depositor proposes to sell the Offered Certificates to the
Underwriters.
The Offered Certificates are described more fully in a registration
statement
<PAGE>
which the Depositor has furnished to the Underwriters. This is to
confirm the
arrangements with respect to your purchase of the Offered
Certificates. To the
extent not defined herein, capitalized terms used herein have the
meanings
assigned in the Pooling and Servicing Agreement.
The
Offered Certificates will evidence fractional undivided interests
in
the property held in trust for the holders of such Offered
Certificates (the
"TRUST"). The assets of the Trust will include, among other things,
a pool of
fixed- and adjustable-rate mortgage loans identified as of the
close of business
on ___________, 20___ (the "LOANS") secured by first liens on one-
to
four-family dwellings, and such amounts as may be held by the
Trustee in any
accounts held by the Trustee for the Trust. The aggregate undivided
interest in
the Trust represented by the Offered Certificates initially will be
equal to
approximately $_____________________ of principal. The "CUT-OFF
DATE" for the
Loans is the close of business on ___________, 20___. A form of the
Pooling and
Servicing Agreement has been filed as an exhibit to the
Registration Statement
(hereinafter defined).
Elections
will be made to treat certain assets of the Trust (exclusive of
the Net WAC Cap Account, the Cap Reserve Fund, the Corridor Reserve
Fund, the
Cap Agreement and the Corridor Agreement) as one or more "real
estate mortgage
investment conduits" (each, a "REMIC") for federal income tax
purposes creating
a tiered REMIC structure. The Offered Certificates (excluding any
associated
rights to receive payments of Net WAC Cap Carryover), the Class
[]-[], Class
[]-[] and Class []-[] Certificates (excluding any associated rights
to receive
payment of Net WAC Cap Carryover or other payments from the Cap
Reserve Fund)
and the Class X Certificates (excluding any associated rights to
receive payment
from the Net WAC Cap Account, the Cap Reserve Fund and the Corridor
Reserve
Fund) will represent beneficial ownership of "regular interests" in
a REMIC and
the Class R Certificates will represent beneficial ownership of
"residual
interests" in one or more REMICs.
Pursuant
to the Pooling and Servicing Agreement, the Depositor will
transfer to the Trust on the Closing Date all of its right, title
and interest
in and to the Loans as of the Cut-Off Date (including (i) all
prepayments,
liquidation proceeds, insurance proceeds and other unscheduled
payments received
on or receivable on or with respect to the Loans on the Cut-Off
Date and (ii)
all payments on the Loans received after the Cut-Off Date other
than amounts
received after the Cut-off Date in respect of principal and
interest due on the
Loans on or before the Cut-Off Date) and the collateral securing
each such Loan.
The
Trustee, on behalf of the Holders of the Class []-[], Class
[]-[],
Class []-[], Class []-[], Class []-[], Class []-[], Class []-[],
Class []-[],
Class []-[], Class []-[], Class []-[], Class []-[] and Class []-[]
Certificates
(collectively, the "HEDGED CERTIFICATES"), will enter into (i) a
yield
maintenance agreement (the "CAP AGREEMENT") with
______________________ dated on
or about ___________, 20___ and (ii) a yield maintenance agreement
(the
"CORRIDOR AGREEMENT") with ________________________ dated on or
about
___________, 20___. Pursuant to its terms, the Cap Agreement will
make payments
from time to time into a reserve account (the "CAP RESERVE FUND")
established on
the Closing Date for purposes of covering shortfalls in principal
and interest
on the Loans and basis risk on the Hedged Certificates. Pursuant to
its terms,
the Corridor Agreement will make payments from time to time into a
reserve
account (the "CORRIDOR RESERVE FUND") established on the Closing
Date for
purposes of covering basis risk on the Hedged Certificates.
2
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This
Underwriting Agreement and the Pooling and Servicing Agreement
are
referred to collectively herein as the "AGREEMENTS".
1.
Representations and Warranties of the Depositor and Equity One.
Each of
the Depositor and Equity One represents and warrants to, and agrees
with, the
Underwriters as set forth below in this Section 1.
(a) The Depositor has filed with the Securities and Exchange
Commission (the "COMMISSION") a registration statement (No.
333-115371) on
Form
S-3 for the registration under the Securities Act of 1933, as
amended
(the
"ACT"), of asset backed securities (issuable in series), which
registration statement, as amended to the date hereof, has
become
effective. As of the date hereof and as of the Closing Date, 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
Depositor's knowledge, threatened by the Commission. Such
registration
statement, as amended to the date of this Agreement, meets the
requirements
set
forth in Rule 415(a)(1)(x) under the Act, complies with Form S-3
and
complies in all other material respects with such Rule. The
Company
proposes to file with the Commission pursuant to Rule 424(b) under
the Act
a
supplement dated on or about the date of such filing to the
prospectus
dated ___________, 20___, relating to the Offered Certificates and
the
method of distribution thereof and has previously advised the
Underwriters
of
all further information (financial and other) with respect to
the
Offered Certificates to be set forth therein. Such registration
statement,
including the exhibits thereto, as amended to the date hereof,
is
hereinafter called the "REGISTRATION STATEMENT"; such prospectus
dated
___________, 20___, in the form in which it will be filed with
the
Commission pursuant to Rule 424(b) under the Act is hereinafter
called the
"BASIC PROSPECTUS"; such supplement dated on or about the date of
such
filing to the Basic Prospectus, in the form in which it will be
filed with
the
Commission pursuant to Rule 424(b) under the Act, is hereinafter
called
the
"PROSPECTUS SUPPLEMENT"; and the Basic Prospectus and the
Prospectus
Supplement together are hereinafter called the "PROSPECTUS."
Any
preliminary form of the Prospectus Supplement which has heretofore
been
filed pursuant to Rule 424 under the Act is hereinafter called
a
"PRELIMINARY PROSPECTUS SUPPLEMENT." "EFFECTIVE DATE" shall mean
the date
the
Registration Statement became effective. "EXECUTION TIME" shall
mean
the
date and time that this Agreement is executed and delivered by
the
parties hereto. Any reference herein to the Registration Statement,
the
Basic Prospectus, any Preliminary Prospectus Supplement, the
Prospectus
Supplement or the Prospectus shall be deemed to refer to and
include the
material and 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 Effective Date of
the
Registration Statement or the issue date of the Basic Prospectus,
such
Preliminary Prospectus Supplement, the Prospectus Supplement 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 Basic Prospectus, any Preliminary Prospectus
Supplement, the
Prospectus Supplement or the Prospectus shall be deemed to refer to
and
include the filing of any document under the Exchange Act after
the
Effective Date of the Registration Statement, or the issue date of
the
Basic Prospectus, any Preliminary Prospectus Supplement, the
3
<PAGE>
Prospectus Supplement or the Prospectus, as the case may be, deemed
to
be
incorporated therein by reference.
(b) On the Effective Date, as of the date of the Prospectus and
any
Preliminary Prospectus Supplement, as of the date hereof and as of
the
Closing Date, the Registration Statement did, and when the
Prospectus and
any
Preliminary Prospectus Supplement is first filed in accordance
with
Rule
424(b) under the Act and on the Closing Date (as defined in Section
3
below), the Prospectus or any Preliminary Prospectus Supplement
will,
comply in all material respects with the applicable requirements of
the Act
and
the Exchange Act and the respective rules thereunder. On the
Effective
Date
and as of the date hereof, the Registration Statement did 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 on the date of any filing pursuant to
Rule
424(b) under the Act and on the Closing Date the Prospectus and
any
Preliminary Prospectus
Supplement will not include 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 neither the
Depositor
nor
Equity One makes any representations or warranties as to the
information contained in or omitted from (x) the Underwriter
Information
furnished to the Depositor by the Underwriters and (y) any
Derived
Information set forth in any Marketing Materials (as defined in
Section 9
below), or in any amendment thereof or supplement thereto,
incorporated by
reference in the Registration Statement, the Prospectus or any
Preliminary
Prospectus Supplement except to the extent such Derived Information
results
from
an error or omission in any Seller-Provided Information (as defined
in
Section 9 below).
(c) RESERVED.
(d) No consent, approval, authorization or order of, or filing
with,
any
court or governmental agency or body is required to be obtained or
made
by
Equity One, the Depositor or any Seller for the consummation of
the
transactions contemplated by this Agreement except (A) such as have
been
obtained or made, (B) such as may be required under the state
securities
laws
of any jurisdiction in connection with the purchase and
distribution
of
the Offered Certificates by the Underwriter and (C) recordations
of
assignments of
Mortgages to the Trustee (to the extent required under the
Pooling and Servicing Agreement) that have not been completed.
(e) None of Equity One, the Depositor or any Seller is in violation
of
its
charter or bylaws or in default in the performance or observance of
any
obligation, agreement, covenant or condition contained in any
agreement or
instrument to which it is a party or by which it or its properties
is bound
that
would have a material adverse effect on the transactions
contemplated
herein or in the Pooling and Servicing Agreement. The execution,
delivery
and
performance of the Agreements and the issuance and sale of the
Offered
Certificates and compliance with the terms and provisions thereof
will not
result in a breach or violation of any of the terms and provisions
of, or
constitute a default under, any statute, rule, regulation or order
of any
governmental agency or body or any court having jurisdiction over
any of
Equity One, the Depositor or any Seller or any of
4
<PAGE>
their properties or any agreement or instrument to which any of
them
is a
party or by which any of them is bound or to which any of the
properties of any of
them is subject or the charter or by-laws of any of
them, and each of them has full power and authority to authorize,
issue and
sell
the Offered Certificates as contemplated by the Agreements.
(f) The final computer tape of the Loans created with actual
principal
balances as of the close of business on ___________, 20___ (giving
effect
to
scheduled payments of principal and interest due on ___________,
20___,
whether or not those scheduled payments have been made) and made
available
to
you by Equity One and the Depositor, was complete and accurate as
of the
date
thereof and includes a description of the Loans that are described
in
the
Prospectus Supplement and any Preliminary Prospectus
Supplement.
(g) Any taxes, fees and other governmental charges in connection
with
the
execution, delivery and issuance of this Agreement and the Pooling
and
Servicing Agreement or the execution, delivery and sale of the
Offered
Certificates have been or will be paid at or prior to the Closing
Date, to
the
extent then due and payable.
(h) Immediately prior to the assignment of the Loans to the Trustee
as
contemplated by the Pooling and Servicing Agreement, the Depositor
(i) will
have
good title to, and will be the sole owner of, each related Loan
and
the
other property purported to be transferred by it to the Trustee
pursuant to the Pooling and Servicing Agreement free and clear of
any
pledge, mortgage, lien, security interest or other encumbrance
(collectively, "LIENS"), (ii) will not have assigned to any person
any of
its
right, title or interest in such Loans or property or in the
Pooling
and
Servicing Agreement, and (iii) will have the power and authority
to
sell
such Loans and property to the Trustee, and upon the execution
and
delivery of the Pooling and Servicing Agreement by the Trustee, on
behalf
of
the Certificateholders, the Trustee will have acquired all of
the
Depositor's or the Seller(s), as the case may be, right, title and
interest
in
and to such Loans and property free and clear of any Lien.
(i) All actions required to be taken by the Depositor and Equity
One
as a
condition to the offer and sale of the Offered Certificates as
described herein or the consummation of any of the transactions
described
in
the Prospectus or any Preliminary Prospectus Supplement have been
or,
prior to the Closing Date, will be taken.
(j) The representations and warranties of each of the Sellers,
the
Depositor and Equity One in (or incorporated in) the Pooling and
Servicing
Agreement and made in any Officers' Certificate of the Sellers,
the
Depositor or Equity One delivered pursuant to the Pooling and
Servicing
Agreement, will be true and correct at the time made and on and as
of the
Closing Date as if set forth herein.
(k) None of the Depositor or any Seller will grant, assign, pledge
or
transfer to any Person a security interest in, or any other right,
title or
interest in, the Loans, except as provided in the Pooling and
Servicing
Agreement and each will take all action necessary in order to
maintain the
security interest in the Loans granted pursuant to the Pooling
and
Servicing Agreement, as applicable.
5
<PAGE>
(l) There are no actions, proceedings or investigations pending, or
to
the
best knowledge of either the Depositor or Equity One,
threatened
against the Sellers, the Depositor or Equity One before any court
or before
any
governmental authority, arbitration board, administrative agency
or
tribunal (a) which, if adversely determined, could materially and
adversely
affect, either in the individual or in the aggregate, the
financial
position, business, operations or prospects of the Sellers, the
Depositor
or
Equity One, (b) asserting the invalidity of the Agreements or
the
Offered Certificates, (c)
seeking to prevent the issuance of the Offered
Certificates or the consummation by the Depositor, Equity One or
any Seller
of
any of the transactions contemplated by any of the Agreements or
(d)
which, if adversely determined, could reasonably be expected to
materially
and
adversely affect the performance by the Depositor, Equity One or
any
Seller of its respective obligations under, or the validity or
enforceability of, any of the Agreements or the Offered
Certificates.
(m) The Depositor is not an "ineligible issuer" as defined in Rule
405
of
the Act.
(n) Since the respective dates as of which information is given in
the
Prospectus or any Preliminary Prospectus Supplement, there has not
been any
material adverse change in the general affairs, management,
financial
condition, or results of operations of Equity One or any Seller,
otherwise
than
as set forth or contemplated in the Prospectus or any
Preliminary
Prospectus Supplement as supplemented or amended as of the Closing
Date.
(o) Each of the Depositor, Equity One and each Seller has been
duly
incorporated or formed, as the case may be, and is validly existing
as a
corporation or a limited liability company, as the case may be, in
good
standing under the laws of the state of its incorporation or
formation, as
the
case may be, is duly qualified to do business and is in good
standing
as a
foreign corporation or a limited liability company in each
jurisdiction in which its ownership or lease of property or the
conduct of
its
business requires such qualification and the failure to be so
qualified
would have a material adverse effect on its financial condition
or
operations, and 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 the Agreements and to cause
the
Offered Certificates to be issued.
(p) Neither the Depositor nor the Trust created by the Pooling
and
Servicing Agreement is an "investment company" within the meaning
of such
term
under the Investment Company Act of 1940 (the "1940 ACT") and
the
rules and regulations of the Commission thereunder.
(q) At the Closing Date, the Offered Certificates and the Pooling
and
Servicing Agreement will conform in all material respects to
the
descriptions thereof contained in the Prospectus.
(r) Any taxes, fees and other governmental charges in connection
with
the
execution, delivery and issuance of the Agreements and the
Offered
Certificates have been paid or will be paid at or prior to the
Closing
Date.
6
<PAGE>
(s) Each of the Depositor, Equity One and the Sellers possesses
all
material licenses, certificates, authorities or permits issued by
the
appropriate State, Federal or foreign regulatory agencies or
bodies
necessary to conduct the business now conducted by it and as
described in
the
Prospectus and any Preliminary Prospectus Supplement, and none of
the
Depositor, Equity One or any Seller has received notice of any
proceedings
relating to the revocation
or modification of any such license,
certificate, authority or permit which if decided adversely to any
such
entity would, singly or in the aggregate, materially and adversely
affect
the
conduct of its business, operations or financial condition.
Any
certificate signed by an officer of the Depositor, Equity One or
any
Seller and delivered to the Underwriters or counsel for the
Underwriters in
connection with an offering of the Offered Certificates shall be
deemed, 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.
2.
Purchase and Sale. Subject to the terms and conditions and in
reliance
upon the representations and warranties herein set forth, the
Depositor agrees
to sell to the Underwriters, and the Underwriters agree, severally
and not
jointly, to purchase from the Depositor, the Offered Certificates,
in the
principal amounts and at the purchase prices set forth in Schedule
I hereto.
3.
Delivery and Payment. Delivery of and payment for the Offered
Certificates shall be made at 10:00 a.m. New York time, on
___________, 20___ at
the offices of Stradley, Ronon, Stevens & Young, LLP, 2600 One
Commerce Square,
Philadelphia, Pennsylvania 19103, or such later time or date not
later than five
business days thereafter as the Underwriters shall designate (such
date and time
of delivery and payment for the Offered Certificates being herein
called the
"CLOSING DATE"). Delivery of one or more global certificates
evidencing the full
principal amount of each of the respective classes of Offered
Certificates,
shall be made to the Underwriters, against payment by the
Underwriters of the
purchase price thereof to the Depositor by wire transfer in
immediately
available funds. The global certificates to be so delivered to the
Underwriters
shall be registered in the name of __________________, as nominee
for The
Depository Trust Company ("DTC"). The interest of beneficial owners
of the
Offered Certificates will be represented by book entries on the
records of DTC
and participating members thereof. Definitive certificates
evidencing the
Offered Certificates will be available only under limited
circumstances.
The
Depositor agrees to have the Offered Certificates available for
inspection, checking and packaging by the Underwriters in
Philadelphia,
Pennsylvania, not later than 1:00 PM on the business day prior to
the Closing
Date.
4.
Offering by Underwriters. It is understood that the Underwriters
propose
to offer the Offered Certificates for sale to the public (which may
include
selected dealers) as set forth in the Prospectus.
5.
Agreements. Each of Equity One and the Depositor agrees with
the
Underwriter that:
7
<PAGE>
(a) Prior to the termination of the offering of the Offered
Certificates, the Depositor will not file any amendment of the
Registration
Statement any Prospectus or any Preliminary Prospectus Supplement
unless
the
Depositor has furnished you a copy for your review prior to filing
and
will
not file any such proposed amendment to which you reasonably
object
unless such filing is required by law. Subject to the foregoing
sentence,
the
Depositor will cause the Prospectus and any Preliminary
Prospectus
Supplement to be filed with the Commission pursuant to the
applicable
paragraph of Rule 424(b) under the Act within the time period
prescribed
and
will provide evidence satisfactory to the Underwriters of such
timely
filing. The Depositor will promptly advise the Underwriters (i)
when the
Prospectus or any Preliminary Prospectus Supplement shall have been
filed
with
the Commission pursuant to Rule 424(b) under the Act, (ii) when,
prior
to
termination of the offering of the Securities, any amendment to
the
Registration Statement shall have been filed or become effective,
(iii) of
any
request by the Commission for any amendment of the Registration
Statement, the Prospectus or any Preliminary Prospectus Supplement
or for
any
additional information, (iv) of the issuance by the Commission of
any
stop
order suspending the effectiveness of the Registration Statement
or
the
institution or threatening of any proceeding for that purpose and
(v)
of
the receipt by the Depositor or the Trust of any notification
with
respect to the suspension of the qualification of the Offered
Certificates
for
sale in any jurisdiction or the initiation or threatening of
any
proceeding for such purpose, and will use their best efforts to
prevent the
issuance of any such stop order and, if issued, to obtain as soon
as
possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Offered
Certificates is required to be delivered under the Act, any event
occurs as
a
result of which the Prospectus would include any untrue statement
of a
material fact or omit to state any material fact necessary to make
the
statements therein in the light of the circumstances under which
they were
made
not misleading, or if it shall be necessary to amend the Prospectus
to
comply with the Act or the Exchange Act or the respective rules
thereunder,
the
Depositor promptly will (i) prepare and file with the
Commission,
subject to the second sentence of paragraph (a) of this Section 5,
an
amendment which will correct such statement or omission or effect
such
compliance and (ii) supply any amended Prospectus to you in such
quantities
as
you may reasonably request.
(c) The Depositor will furnish to the Underwriters and counsel for
the
Underwriters, without charge, copies of the Registration
Statement
(including exhibits thereto) and, so long as delivery of a
prospectus or
any
preliminary prospectus supplement by the Underwriters or a dealer
may
be
required by the Act, as many copies of any Preliminary
Prospectus
Supplement and the Prospectus as the Underwriters may reasonably
request.
The
Depositor will pay the expenses of printing or other production of
all
documents relating to the offering.
(d) The Depositor will cooperate, when and if requested by the
Underwriters at
Depositor's sole expense, in the qualification of the
Offered Certificates for sale under the laws of such jurisdictions
as the
Underwriters may designate and will maintain such qualifications in
effect
so
long as required for the distribution of the Offered
Certificates;
provided, however, that the Depositor shall not be required to
qualify to
do
business in
8
<PAGE>
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 not now so subject.
(e) Reserved.
(f) As soon as practicable, the Depositor will cause the Trust Fund
to
make
generally available to the Certificateholders and to the
Underwriters
an
earnings statement or statements of the Trust Fund which will
satisfy
the
provisions of Section 11(a) of the Act and will satisfy the
requirements of Rule 158 under the Act.
(g) Reserved.
(h) The Depositor and Equity One will cooperate with the
Underwriters
and
use their best efforts to permit the Offered Certificates to be
eligible for clearance and settlement through The Depository Trust
Company.
(i) For a period from the date of this Agreement until the
retirement
of
the Offered Certificates, the Servicer will deliver to you the
monthly
servicing report, the annual statements of compliance and the
annual
independent certified
public accountants' reports furnished to the Trustee
pursuant to the Pooling and Servicing Agreement, as soon as such
statements
and
reports are furnished to the Trustee.
(j) So long as any of the Offered Certificates are outstanding,
Equity
One
will furnish to you (i) as soon as practicable after the end of
the
fiscal year all documents required to be distributed to holders of
Offered
Certificates or filed with the Commission pursuant to the Exchange
Act or
any
order of the Commission thereunder and (ii) from time to time,
any
other information concerning Equity One or the Depositor filed with
any
government or regulatory authority that is otherwise publicly
available, as
you
may reasonably request.
(k) To the extent, if any, that the rating provided with respect
to
the
Offered Certificates by Moody's or S&P (collectively, the
"RATING
AGENCIES") is conditional upon the furnishing of documents or the
taking of
any
actions by the Depositor, the Depositor shall furnish such
documents
and
take such actions.
(l) Until 30 days following the Closing Date, neither the
Depositor
nor
any trust or other entity originated, directly or indirectly, by
the
Depositor or Equity One will, without the prior written consent of
the
Underwriters, offer, sell or contract to sell, or otherwise dispose
of,
directly or indirectly, or announce the offering of, any
asset-backed
securities collateralized by mortgage loans (other than the
Offered
Certificates).
6.
Conditions to the Obligations of the Underwriters. The obligations
of
the Underwriters to purchase the Offered Certificates shall be
subject to the
accuracy of the representations and warranties on the part of
Equity One and the
Depositor contained herein as of the Execution Time and the Closing
Date, to the
accuracy of the statements of Equity One and the Depositor made in
any
certificates pursuant to the provisions hereof, to the performance
by
9
<PAGE>
each of Equity One and the Depositor of its obligations hereunder
and to
the following additional conditions:
(a) The Registration Statement shall have become effective no
later
than
the date hereof, and no stop order suspending the effectiveness of
the
Registration Statement shall have been issued and no proceedings
for that
purpose shall have been instituted or threatened, and the
Prospectus and
any
Preliminary Prospectus Supplement shall have been filed pursuant
to
Rule
424(b) under the Act.
(b) The Underwriters shall have received the opinion of
Stradley,
Ronon, Stevens & Young, LLP, counsel for Equity One and the
Depositor,
dated the Closing Date, to the effect that:
(i) Each of the Depositor and Equity One is a corporation
organized
and
validly existing under the laws of the state of its incorporation
with
all
corporate power and authority necessary to own or hold its
properties,
to
conduct its business as described in the Prospectus and to enter
into
and
perform its obligations under this Agreement and the Pooling
and
Servicing Agreement and is duly qualified to do business where
its
ownership or lease of
property or the conduct of its business requires such
qualification.
(ii) The Pooling and Servicing Agreement has been duly
authorized,
executed and delivered by, and constitutes a legal, valid and
binding
instrument enforceable
against each of the Depositor and Equity One in
accordance with its terms (subject to applicable bankruptcy,
insolvency,
fraudulent transfer, reorganization, moratorium or other laws
affecting
creditors' rights generally from time to time in effect) (such
opinion may
also
state that the enforceability of the obligations of Equity One and
the
Depositor is subject to general principles of equity (regardless of
whether
such
enforceability is considered in a proceeding in equity or at
law)).
(iii) The Offered Certificates, the Class X Certificates and
the
Class R Certificates have been duly authorized and, when executed
and
authenticated in accordance with the provisions of the Pooling
and
Servicing Agreement and delivered to and paid for by the
Underwriters
pursuant to this Agreement, will be validly issued and outstanding
and will
be
entitled to the benefits of the Pooling and Servicing
Agreement.
(iv) To the knowledge of such counsel, there is no pending or
threatened action, suit or proceeding before any court or
governmental
agency, authority or body or any arbitrator involving Equity One,
the
Depositor, any Seller or any of their subsidiaries, of a character
required
to
be disclosed in the Registration Statement which is not
adequately
disclosed in the Prospectus and any Preliminary Prospectus
Supplement, and
there is no material contract or other document of a character
required to
be
described in the Registration Statement, Prospectus or any
Preliminary
Prospectus Supplement, or to be filed as an exhibit to the
Registration
Statement, which is not described or filed as required.
10
<PAGE>
(v) The Certificates and the Pooling and Servicing Agreement
conform in all material respects to the descriptions thereof
contained in
the
Prospectus and any Preliminary Prospectus Supplement.
(vi) The Registration Statement has become effective under the
Act;
any
required filing of the Basic Prospectus, any Preliminary
Prospectus
Supplement, the Prospectus Supplement and the Prospectus pursuant
to Rule
424(b) under the Act has been made in the manner and w
