Home

Intelligence

Services

Subscriptions

News

About Us

Sign In

 

Document Preview

Suntrust Mortgage Securitization, LLC

 

Click "Add to Cart" button to purchase document. 
Documents are emailed immediately after purchase. 
You can also browse documents by
title, category, or company... or click here for help finding documents.

 

Title:

Suntrust Mortgage Securitization, LLC

Entities:

Suntrust Mortgage Securitization, LLC

Date:

2007

Size:

Preview shows 12KB of 103KB total

Price:

$54

ID:

#3270533

 

 

► Financing ► Underwriting Agreements

 

 

Start of Preview


 
SUNTRUST MORTGAGE SECURITIZATION, LLC
 
Mortgage-Backed Pass-Through Certificates
 
UNDERWRITING AGREEMENT
 
[____________], 200[ ]
[Name and Address of the Representative of the Underwriters]

Ladies and Gentlemen:
 
1.           Introduction.  SunTrust Mortgage Securitization, LLC, a Delaware limited liability company (the ?Depositor?), proposes to sell to the several underwriters listed in Schedule II (the ?Underwriters?) for which [_____________] is acting as representative (the ?Representative?), the class principal amount or class notional amount of the SunTrust [_______], Series 200[__]-[__] Mortgage-Backed Pass-Through Certificates (the ?Certificates?), identified in the pricing supplement, a form of which is attached hereto as Schedule I (?the Pricing Supplement?) to be issued pursuant to a Pooling and Servicing Agreement (the ?Pooling and Servicing Agreement?), by and among SunTrust Mortgage Securitization, LLC, a Delaware limited liability company as depositor, SunTrust Mortgage, Inc., as servicer (the ?Servicer?), SunTrust Bank, as custodian (the ?Custodian?), a master servicer (the ?Master Servicer?), a trustee (the ?Trustee?), and a trust administrator (the ?Trust Administrator?).
 
        The Certificates will generally be payable out of the cash flows attributable to the property of the Issuing Entity, which will consist of one or more pools of mortgage loans (the ?Mortgage Loans?) and certain related property to be conveyed to the Issuing Entity by the Depositor.  The Mortgage Loans will be conveyed by the Depositor on the Delivery Date (as defined in Section 3 below) pursuant to one or more mortgage loan purchase agreements (each, a ?Mortgage Loan Purchase Agreement?), by and between SunTrust Mortgage, Inc. and any other party identified as a seller of the Mortgage Loans (each referred to herein as a ?Seller?) and the Depositor.  On the Delivery Date, the Depositor will convey the Mortgage Loans to the Issuing Party pursuant to the Pooling and Servicing Agreement.  The Certificates are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Underwriters.
 
        This Underwriting Agreement (this ?Agreement?) includes the terms and conditions governing the offering and sale of Certificates from the Depositor to the Underwriters.  Upon the execution and delivery of this Agreement, the Representative and the other Underwriters identified on Schedule II hereto agree to become obligated to purchase Certificates from the Depositor.  Schedule I of this Agreement identifies the price at which such Certificates are to be purchased by the Representative and each of the Underwriters from the Depositor, the aggregate amount of Certificates to be purchased by the Representative and each Underwriter and any other Underwriter identified on Schedule I attached hereto and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined.  Schedule I may be amended, modified or supplemented from time to time upon the mutual agreement of the parties hereto to reflect changes to the pricing and structural terms of the
 



transaction.  Capitalized terms used herein and not otherwise defined herein, shall have the meanings set forth in the Pooling and Servicing Agreement.
 
2.           Representations and Warranties of the Depositor.  The Depositor represents and warrants to each of the Underwriters as of the date hereof and as of the Delivery Date:
 
(a)           A registration statement on Form S-3 (File Number 333-______), including such amendments thereto as may have been required on the date hereof relating to the Certificates, has been filed with the Securities and Exchange Commission (the ?Commission?) and such registration statement, as amended, has become effective under the Securities Act of 1933 (the ?Act?).  Such registration statement, as amended to the date of this Agreement meets the requirements set forth in Rule 415(a)(1) under the Act and complies in all other material respects with such rule.  Such registration statement, as amended and all documents incorporated therein by reference relating to the Certificates is hereinafter referred to as the ?Registration Statement.? A prospectus (the ?Base Prospectus?) and prospectus supplement with respect to the offering of the Certificates (the ?Prospectus Supplement?) shall be filed with the Commission pursuant to Rule 424 (b) of the rules and regulations of the Commission promulgated under the Act (the ?Rules and Regulations?) shall be collectively referred to herein as the ?Prospectus.?  References made herein to the Prospectus also shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act as of the date of the Prospectus, and any reference to any amendment or supplement to the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934 (the ?Exchange Act?) after the date of the Prospectus and incorporated by reference in the Prospectus and any reference to any amendment to the Registration Statement shall be deemed to include any report of the Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time (as defined below) that is incorporated by reference in the Registration Statement.

 

End of Preview

 

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC