Exhibit 1.1
LARES ASSET SECURITIZATION, INC.
Luminent Mortgage Trust 2006-7
Mortgage-Backed Certificates, Series 2006-7
UNDERWRITING AGREEMENT
December 27, 2006
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, NY 10179
Barclays Capital
200 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 Bear, Stearns & Co. Inc. (the "Lead
Underwriter") and
Barclays Capital (the
"Co-Underwriter")
(collectively, the
"Underwriters"),
all of Luminent Mortgage Trust 2006-7 (the "Trust"),
Mortgage-Backed
Certificates, Series
2006-7, Class I-A-1,
Class II-A-1, Class
II-A-2, Class II-A-3,
Class II-B-1,
Class II-B-2, Class
II-B-3, Class II-B-4,
Class II-B-5, Class
II-B-6 and Class II-B-7 (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 I hereto. The
Underwritten
Securities, together
with the Class
I-A-2, Class I-B-1, Class I-B-2, Class
I-B-3, Class I-B-4, Class I-C-1, Class I-C-2, Class II-C, Class
I-P, Class II-P,
Class II-F, 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
December 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
December
1, 2006 by and among the Trustee and Wells Fargo Bank, N.A., as custodian. The
Supplemental Interest
Trustee, on behalf of the Trust and the Class I
Certificateholders,
will also enter a swap agreement (the "Swap Agreement") and
a cap agreement (the "Cap Agreement") with Bear, Stearns Financial Products,
Inc., as the
counterparty (the
"Swap Provider" and the "Cap Provider"), each
dated as of December 27, 2006.
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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 free writing
prospectus, dated
December 21, 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.
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
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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;
(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
Lead
Underwriter 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;
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(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;
(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
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<PAGE>
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;
(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;
5
<PAGE>
(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.
(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
Lead Underwriter;
(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 I 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
Lead
Underwriter
is advisable,
and initially to offer the
Underwritten
6
<PAGE>
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.
(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 Lead Underwriter shall request, shall be
delivered by or on
behalf of the Company to the Lead Underwriter 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 Lead Underwriter 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 Lead
Underwriter,
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 Lead
Underwriter 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
7
<PAGE>
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.
(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
December 21, 2006 and Term Sheets that
contain only ABS
Informational and Computational Materials.
(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
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<PAGE>
is in the business of publishing, radio or television broadcasting
or
otherwise disseminating communications.
(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
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<PAGE>
days
after such Underwriter
becomes aware of the publication, radio or
television broadcast or other dissemination of the Free Writing
Prospectus.
(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 1-866-803-9204.
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
10
<PAGE>
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.
(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;
11
<PAGE>
(ii) it has complied and will comply with all applicable
provisions of the
