Financial Asset Securitization Inc – ‘8-K’ for 10/30/97 – EX-1

As of:  Wednesday, 11/5/97   ·   For:  10/30/97   ·   Accession #:  916641-97-1043   ·   File #:  0-15483

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Fasi 8-K                                               5     15K 
 2: EX-1        Exhibit 1.1                                           25    105K 
 3: EX-4        Exhibit 4.1                                           58    213K 

EX-1   —   Exhibit 1.1
Exhibit Table of Contents

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                                                       EXHIBIT 1.1

FINANCIAL ASSET SECURITIZATION, INC.

MORTGAGE PARTICIPATION SECURITIES 

UNDERWRITING AGREEMENT

                                                            October 28, 1997

Bear, Stearns & Co. Inc.                                                        
245 Park Avenue                                                                 
New York, New York  10167                                                       

Dear Sirs:                                                                      

            1. Introduction. Financial Asset Securitization, Inc., a
Virginia corporation (the "Company"), from time to time proposes to issue and   
sell Mortgage Participation Securities ("Securities") in various series (each a 
"Series"), and, within each Series, in various classes, in one or more offerings
on terms determined at the time of sale. The Securities of each series will be  
issued pursuant to a pooling agreement (each, a "Pooling Agreement") among the  
Company, as seller, one or more master servicers which may include the Company  
and a third-party trustee (the "Trustee"). Upon issuance, the Securities of each
series will evidence undivided interests in the Trust Fund (as defined in the   
Pooling Agreement) established for such series containing mortgages or mortgage 
related securities or, in the event the Trust Fund, or a portion thereof,       
constitutes the upper tier of a two-tier real estate mortgage investment conduit
("REMIC"), the Trust Fund may contain interests issued by a lower tier trust    
which will contain mortgages or mortgage related securities, all as described in
the Prospectus (as defined below). Terms not defined herein which are defined in
the Pooling Agreement shall have the meanings ascribed to them in the Pooling   
Agreement.                                                                      

            Whenever the Company determines to make an offering of a
Series of Securities (an "Offering") through you or an underwriting syndicate   
managed or co-managed by you, it will offer to enter into an agreement ("Terms  
Agreement") providing for the sale of such Securities to, and the purchase and  
offering thereof by, you and such other co-managers and underwriters, if any,   
which have been selected by you and have authorized you to enter into such Terms
Agreement and other related documentation on their behalf (the "Underwriters,"  
which term shall                                                                

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include you whether acting alone in the sale of Securities or                   
as a co-manager or as a member of an underwriting syndicate). The Terms         
Agreement relating to each Offering shall specify the principal amount of       
Securities to be issued and their terms not otherwise specified in the Pooling  
Agreement, the price at which the Securities are to be purchased by each of the 
Underwriters from the Company and the initial public offering price or the      
method by which the price at which the Securities are to be sold will be        
determined. The Terms Agreement, which shall be substantially in the form of    
Exhibit A hereto, may take the form of an exchange of any standard form of      
written telecommunication between you and the Company. Each Offering governed by
this Agreement, as supplemented by the applicable Terms Agreement, shall inure  
to the benefit of and be binding upon the Company and each of the Underwriters  
participating in the Offering of such Securities.                               

               The Company hereby agrees with the Underwriters as follows:

     2. Representations and Warranties of the Company.
The Company represents and warrants to you as of the date hereof, and to the    
Underwriters named in the applicable Terms Agreement as of the date of such     
Terms Agreement, as follows:                                                    

                  (a) A registration statement, including a prospectus, and such
amendments thereto as may have been required to the date hereof, relating to the
Securities and the offering thereof from time to time in accordance with Rule   
415 under the Securities Act of 1933, as amended ("Act"), have been filed with  
the Securities and Exchange Commission ("Commission") and such registration     
statement as amended has become effective. Such registration statement as       
amended and the prospectus relating to the sale of Securities constituting a    
part thereof as from time to time amended or supplemented (including any        
prospectus filed with the Commission pursuant to Rule 424 of the rules and      
regulations of the Commission ("Rules and Regulations") under the Act, including
any documents incorporated by reference therein pursuant to Item 12 of Form S-3 
under the Act 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 date of the Prospectus Supplement, are respectively referred to
herein as the "Registration Statement" and the "Prospectus"; provided, however, 
that a supplement to the Prospectus (a "Prospectus Supplement") prepared        
pursuant to Section 5(a) hereof shall be deemed to have supplemented the        
Prospectus only with respect to the Offering of the Series of Securities to     
which it relates. The conditions of Rule 415 under the Act have been satisfied  
with respect to the Company and the Registration Statement.                     

                (b) On the effective date of the Registration Statement, the
Registration Statement and the Prospectus conformed in all material respects to 
the requirements of the Act and the Rules and Regulations, and did not include  
any untrue statement of a material fact or omit to state any material fact      
required to be stated therein or necessary to make the statements therein not   
misleading, and on the date of each Terms Agreement, the Registration Statement 
and the Prospectus will conform in all material respects to the requirements of 
the Act and the Rules and Regulations, and the Prospectus will not include 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                          

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statements therein, in light of the circumstances under which they are made, not
misleading; provided, however, that the foregoing does not apply to (i)         
statements or omissions in such documents based upon written information        
furnished to the Company by or for the benefit of any Underwriter specifically  
for use therein or (ii) any Current Report (as defined in Section 5(b) below) or
in any amendment thereof or supplement thereto, incorporated by reference in    
such Registration Statement or such Prospectus (or any amendment thereof or     
supplement thereto).                                                            

             (c) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus except as otherwise      
stated therein, there has been no material adverse change in the condition,     
financial or otherwise, earnings, affairs, regulatory situation or business     
prospects of the Company whether or not arising in the ordinary course of       
business.                                                                       

                (d) This Agreement has been, and the Pooling Agreement, when
executed and delivered as contemplated hereby and thereby will have been, duly  
executed and delivered by the Company and each constitutes, or will constitute  
when so executed and delivered, a legal, valid and binding instrument           
enforceable against the Company in accordance with its terms, subject, as to the
enforceability of remedies, to applicable bankruptcy, reorganization,           
insolvency, moratorium and other laws affecting the rights of creditors         
generally, and to general principles of equity and the discretion of the court  
(regardless of whether enforceability of such remedies is considered in a       
proceeding in equity or at law), and except that the provisions relating to     
indemnification and contribution may be unenforceable as against public policy. 

             (e) At the applicable Closing Date, each applicable Terms
Agreement will have been duly authorized, executed and delivered by the Company 
and will be a legal, valid and binding obligation of the Company enforceable in 
accordance with its terms, subject to the effect of bankruptcy, insolvency,     
moratorium, fraudulent conveyance and other laws affecting the rights of        
creditors generally, and to general principles of equity and the discretion of  
the court (regardless of whether enforceability of such remedies is considered  
in a proceeding in equity or at law), and except that the provisions relating to
indemnification and contribution may be unenforceable as against public policy. 

                  (f) The issuance of the Securities has been duly authorized by
the Company and, when such Securities are executed and authenticated in         
accordance with the Pooling Agreement and delivered against payment pursuant to 
this Agreement, such Securities will be validly issued and outstanding; and the 
Securities will be entitled to the benefits provided by the Pooling Agreement.  
The Securities are in all material respects in the form contemplated by the     
Pooling Agreement.                                                              

                 (g) Neither the Company nor the Trust Fund is or, as a result
of the offer and sale of the Securities as contemplated in this Agreement will  
become, an "investment company" as defined in the Investment Company Act of     
1940, as amended (the "Investment Company Act"), or an "affiliated person" of   
any such "investment company" that is registered or is required to be registered
under the Investment Company Act (or an "affiliated person" of any such         
"affiliated person"), as such terms are defined in the Investment Company Act.  

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                 (h) The representations and warranties made by the Company in
the Pooling Agreement and made in any Officer's Certificate of the Company      
delivered pursuant to the Pooling Agreement will be true and correct at the time
made and on the Closing Date.                                                   

                3. Purchase, Sale and Delivery of Securities. Subject to the
terms and conditions hereof, the delivery of the applicable mortgage loans or   
mortgage related securities and in reliance upon the representations and        
warranties set forth herein, the Company agrees to sell to the Underwriters and 
the Underwriters agree to purchase the Securities. Delivery of and payment for  
the Securities shall be made at your office or at such other location as you    
shall make known at such time as shall be specified in the applicable Terms     
Agreement, each such time being herein referred to as a "Closing Date." Delivery
of the Securities shall be made by the Company to the Underwriters against      
payment of the purchase price specified in the applicable Terms Agreement in    
Federal Funds by wire or check. Unless delivery is made through the facilities  
of the Depository Trust Company, the Securities so to be delivered will be in   
definitive, fully registered form, in such denominations and registered in such 
names as you request, and will be made available for inspection and packaging at
your office at least twenty-four hours prior to the applicable Closing Date.    

            4.  Offering by Underwriters.  It is understood that the
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.                                                              

                 5. Covenants of the Company. The Company covenants and agrees
with you and the several Underwriters participating in the Offering of any      
Series of Securities that:                                                      

                 (a) In connection with the execution of each Terms Agreement,
the Company will prepare a Prospectus Supplement to be filed under the Act      
setting forth the principal amount of Securities covered thereby and their terms
not otherwise specified in the Prospectus, the price at which the Securities are
to be purchased by the Underwriters from the Company, either the initial public 
offering price or the method by which the price at which the Securities are to  
be sold will be determined, the selling concession and reallowance, if any, any 
delayed delivery arrangements, and such other information as you and the Company
deem appropriate in connection with the offering of the Securities, but the     
Company will not file any amendments to the Registration Statement or any       
amendments or supplements to the Prospectus, unless it shall first have         
delivered copies of such amendments or supplements to you, and you shall not    
have objected thereto promptly after receipt thereof. The Company will advise   
you or your counsel promptly (i) when notice is received from the Commission    
that any post-effective amendment to the Registration Statement has become or   
will become effective, and (ii) of any order or communication suspending or     
preventing, or threatening to suspend or prevent, the offer and sale of the     
Securities, or of any proceedings or examinations that may lead to such an order
or communication, whether by or of the Commission or any authority administering
any state securities or Blue Sky law, as soon as the Company is advised thereof,
and will use its best efforts to prevent the issuance of any such order or      
communication and to obtain as soon as possible its lifting, if issued.         

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                  (b) The Company will cause any Computational Materials and any
Structural Term Sheets (each as defined in Section 8 below) with respect to each
Series of Securities that are delivered by the Underwriters to the Company      
pursuant to Section 8 to be filed with the Commission on a Current Report on    
Form 8-K (a "Current Report") pursuant to Rule 13a-11 under the Securities      
Exchange Act of 1934, as amended (the "Exchange Act") on the business day       
immediately following the day on which such Computational Materials and         
Structural Term Sheets are delivered to counsel for the Company by any of the   
Underwriters prior to 10:30 a.m. (and will use its best efforts to cause such   
Computational Materials and Structural Term Sheets to be so filed prior to 2:00 
p.m., New York time, on such business day), and will promptly advise you when   
such Current Report has been so filed. The Company will cause one Collateral    
Term Sheet (as defined in Section 9 below) with respect to an Offering of a     
Series that is delivered by any of the Underwriters to the Company in accordance
with the provisions of Section 9 to be filed with the Commission on a Current   
Report pursuant to Rule 13a-11 under the Exchange Act on the business day       
immediately following the day on which such Collateral Term Sheet is delivered  
to counsel for the Company by any of the Underwriters prior to 10:30 a.m. In    
addition, if at any time prior to the availability of the related Prospectus    
Supplement, any of the Underwriters has delivered to any prospective investor a 
subsequent Collateral Term Sheet that reflects, in the reasonable judgment of   
such Underwriter and the Company, a material change in the characteristics of   
the mortgage loans or mortgage related securities for the related Series from   
those on which a Collateral Term Sheet with respect to the related Series       
previously filed with the Commission was based, the Company will cause any such 
Collateral Term Sheet that is delivered by such Underwriter to the Company in   
accordance with the provisions of Section 9 to be filed with the Commission on a
Current Report on the business day immediately following the day on which such  
Collateral Term Sheet is delivered to counsel for the Company by such           
Underwriter prior to 2:00 p.m. In each case, the Company will promptly advise   
you when such Current Report has been so filed. Notwithstanding the four        
preceding sentences, the Company shall have no obligation to file any materials 
provided by any of the Underwriters pursuant to Sections 8 and 9 which (i) in   
the reasonable determination of the Company are not required to be filed        
pursuant to the Kidder Letters or the PSA Letter (each as defined in Section 8  
below), or (ii) contain erroneous information or contain any untrue statement of
a material fact or, when read in conjunction with the Prospectus and Prospectus 
Supplement, omit to state a material fact required to be stated therein or      
necessary to make the statements therein not misleading; it being understood,   
however, that the Company shall have no obligation to review or pass upon the   
accuracy or adequacy of, or to correct, any Computational Materials or ABS Term 
Sheets (as defined in Section 9 below) provided by such Underwriter to the      
Company pursuant to Section 8 or Section 9 hereof. The Company shall give notice
to you and such Underwriter of its determination not to file any materials      
pursuant to clause (i) of the preceding sentence and agrees to file such        
materials if such Underwriter or you reasonably object to such determination    
within one business day after receipt of such notice.                           

        (c) If at any time when a prospectus relating to the
Securities is required to be delivered under the Act any event occurs as a      
result of which in the opinion of counsel for                                   

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the Company or the Underwriters the Prospectus as then amended or supplemented  
would include an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it is necessary at any time to
amend the Prospectus to comply with the Act, the Company promptly will prepare  
and file with the Commission an amendment or supplement which will correct such 
statement or omission or an amendment which will effect such compliance;        
provided, however, that (i) the Company will not be required to file any such   
amendment or supplement with respect to any Computational Materials, Structural 
Term Sheets or Collateral Term Sheets incorporated by reference in the          
Prospectus other than any amendments or supplements of such Computational       
Materials or Structural Term Sheets that are furnished to the Company by the    
Underwriter pursuant to Section 8(e) hereof or any amendments or supplements of 
such Collateral Term Sheets that are furnished to the Company by the Underwriter
pursuant to Section 9(d) hereof which are required to be filed in accordance    
therewith and (ii) any such amendment or update prepared at the request of the  
Underwriters or as required by applicable securities laws more than nine months 
after the Closing Date shall be at the expense of the Underwriters.             

              (d) With respect to each Series of Securities, the Company
will make generally available to the holders of the Securities and will deliver 
to you, in each case as soon as practicable, an earnings statement covering the 
twelve-month period beginning after the date of the Terms Agreement in respect  
of such series of Securities, which will satisfy the provisions of Section 11(a)
of the Act with respect to the Securities.                                      

                  (e) The Company will furnish to you copies of the Registration
Statement (two of which will be signed and will include all documents and       
exhibits thereto or incorporated by reference therein), each related preliminary
prospectus, the Prospectus, and all amendments and supplements to such          
documents, in each case as soon as available and in such quantities as you      
request.                                                                        

             (f) The Company will use its best efforts arrange for the
qualification of the Securities for sale and the determination of their         
eligibility for investment under the laws of such jurisdictions as you          
reasonably designate and will continue such qualifications in effect so long as 
reasonably required for the distribution; provided, however, that the Company   
shall not be required to qualify to do business in any jurisdiction where it is 
not qualified on the date of the related Terms Agreement or to take any action  
which would subject it to general or unlimited service of process in any        
jurisdiction in which it is not, on the date of the related Terms Agreement,    
subject to such service of process; and provided further that the Underwriters  
will pay all costs and expenses associated therewith.                           

           (g) The Company will pay all expenses incidental to the
performance of its obligations under this Agreement and any Terms Agreement and 
will reimburse the Underwriters for any expenses (including fees and            
disbursements of counsel and accountants) incurred by them in connection with   
qualification of the Securities and determination of their eligibility for      
investment under the laws of such jurisdictions as you designate and the        
printing of memoranda                                                           

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relating thereto, for any fees charged by the nationally recognized statistical 
rating agencies for the rating of the Securities, for the filing fee of the     
National Association of Securities Dealers, Inc. relating to the Securities, if 
applicable, and for expenses incurred in distributing preliminary prospectuses  
to the Underwriters.                                                            

                 (h) During the period when a prospectus is required by law to
be delivered in connection with the sale of the Securities pursuant to this     
Agreement, the Company will file or cause to be filed, on a timely and complete 
basis, all documents that are required to be filed by the Company with the      
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.             

      (i) So long as the Securities of a Series shall be
outstanding, the Company will deliver to you the annual statement of compliance 
delivered to the Trustee pursuant to the Pooling Agreement and the annual       
statement of a firm of independent public accountants furnished to the Trustee  
pursuant to the Pooling Agreement as soon as such statements are furnished to   
the Trustee.                                                                    

             6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters named in any Terms Agreement to purchase and pay
for the Securities will be subject to the accuracy of the representations and   
warranties on the part of the Company as of the date hereof, the date of the    
applicable Terms Agreement and the applicable Closing Date, to the accuracy of  
the statements made in any officers' certificates (each an "Officer's           
Certificate") pursuant to the provisions hereof, to the performance by the      
Company of its obligations hereunder and to the following additional conditions 
precedent:                                                                      

                  (a)(i) At the time the applicable Terms Agreement is executed,
Deloitte & Touche and/or any other firm of certified independent public         
accountants acceptable to you shall have furnished to you a letter, addressed to
you, and in form and substance satisfactory to you in all respects, stating in  
effect that using the assumptions and methodology used by the Company, all of   
which shall be described in such letter or the Prospectus Supplement, they have 
recalculated such numbers, percentages and weighted average lives set forth in  
the Prospectus as you may reasonably request, compared the results of their     
calculations to the corresponding items in the Prospectus, and found each such  
number, percentage, and weighted average life set forth in the Prospectus to be 
in agreement with the results of such calculations. To the extent historical    
financial delinquency or related information is included with respect to one or 
more master servicers, such letter or letters shall also relate to such         
information.                                                                    

             (a)(ii) At the Closing Date, Deloitte & Touche and/or any
other firm of certified independent public accountants acceptable to you shall  
have furnished to you a letter, addressed to you, and in form and substance     
satisfactory to you in all respects, relating to the extent such information is 
not covered in the letter or letters provided pursuant to clause (a)(i), to a   
portion of the information set forth on the Schedule attached to the Pooling    
Agreement and the characteristics of the mortgage loans or mortgage related     
securities, as presented in the Prospectus Supplement or the Form 8-K relating  
thereto, or if a letter relating to the same                                    

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information is provided to the Trustee, indicating that you are entitled to rely
upon its letter to the Trustee.                                                 

                  (b) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, there shall not have 
been any change, or any development involving a prospective change, in or       
affecting the business or properties of the Company or any of its affiliates the
effect of which, in any case, is, in your judgment, so material and adverse as  
to make it impracticable or inadvisable to proceed with the Offering or the     
delivery of the Securities as contemplated by the Registration Statement and the
Prospectus. All actions required to be taken and all filings required to be made
by the Company under the Act and the Exchange Act prior to the sale of the      
Securities shall have been duly taken or made; and prior to the applicable      
Closing Date, 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 to the knowledge of the Company or you, shall be            
contemplated by the Commission or by any authority administering any state      
securities or Blue Sky law.                                                     

          (c) Unless otherwise specified in any applicable Terms
Agreement for a Series, the Securities shall be rated in one of the four highest
grades by one or more nationally recognized statistical rating agencies         
specified in said Terms Agreement.                                              

                 (d) You shall have received the opinion of counsel, dated the
applicable Closing Date, to the effect that:                                    

            1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the Commonwealth of
Virginia, with corporate power and authority to own its assets and conduct its  
business as described in the Prospectus. The Company has no subsidiaries.       

               2. The Underwriting Agreement, the Terms Agreement, and the
Purchase Agreement have been duly authorized, executed and delivered by the     
Company and assuming due and valid authorization and execution by the           
Underwriter, each constitutes a legal, valid and binding obligation of the      
Company.                                                                        

                  3. The Pooling Agreement has been duly and validly authorized,
executed and delivered by the Company and assuming due and valid authorization  
and execution by the other parties thereto, constitutes the valid and binding   
agreement of the Company, enforceable in accordance with its terms.             

                  4. Upon due execution and authentication by the Trustee of the
Securities in accordance with the Pooling Agreement, and delivery to, and       
payment for the Securities by the Underwriter, as provided in the Underwriting  
Agreement and the Terms Agreement, the Securities will be validly issued and    
entitled to the benefits of the Pooling Agreement.                              

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                5. The Registration Statement has become effective under the
Securities Act, and, to our knowledge, no stop order suspending the             
effectiveness of the Registration Statement has been issued and no proceedings  
for that purpose have been instituted or are pending or contemplated under the  
Securities Act.                                                                 

                  6. The statements in the Prospectus under the heading "Certain
Federal Income Tax Consequences" and in the Prospectus Supplement under the     
heading "Certain Federal Income Tax Considerations," to the extent that they    
constitute matters of law or legal conclusions have been prepared or reviewed by
us and provide a fair summary of such law or conclusions.                       

                  7. The Pooling Agreement is not required to be qualified under
the Trust Indenture Act of 1939, as amended, and neither the Company nor the    
Trust is required to be registered under the Investment Company Act of 1940, as 
amended.                                                                        

                  Each opinion also shall relate to such other matters as may be
specified in the related Terms Agreement or as to which you reasonably may      
request. In rendering any such opinion, counsel for the Company may rely on     
certificates of responsible officers of the Company, the Trustee, and public    
officials or, as to matters of law other than Virginia or Federal law, on       
opinions of other counsel (copies of which opinions shall be delivered to you), 
provided that, in cases of opinions of other counsel, counsel for the Company   
shall include in its opinion a statement of its belief that both it and you are 
justified in relying on such opinions.                                          

              (e) You shall have received from counsel for the Company a
letter, dated as of the Closing Date, stating that you may rely on the opinions 
delivered by such firm under the Pooling Agreement and to the rating agency or  
agencies rating the Securities as if such opinions were addressed directly to   
you (copies of which opinions shall be delivered to you).                       

                  (f) You shall have received from counsel for the Underwriters,
if such counsel is different from counsel to the Company, such opinion or       
opinions, dated as of the Closing Date, with respect to the validity of the     
Securities, the Registration Statement, the Prospectus and other related matters
as the Underwriters may require, and the Company shall have furnished to such   
counsel such documents as they may have requested from it for the purpose of    
enabling them to pass upon such matters.                                        

                (g) You shall have received Officer's Certificates signed by
such of the principal executive, financial and accounting officers of the       
Company as you may request, dated as of the Closing Date, in which such         
officers, to the best of their knowledge after reasonable investigation, shall  
state that the representations and warranties of the Company in this Agreement  
are true and correct; that the Company has complied with all agreements and     
satisfied all conditions on its part to be performed or satisfied at or prior to
the Closing Date; that no stop order suspending the effectiveness of the        
Registration Statement has been issued and no proceedings for that purpose have 
been instituted or are contemplated; that, subsequent to the respective dates as
of which information is given in the Prospectus, and except as set forth or     

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contemplated in the Prospectus, there has not been any material adverse change  
in the general affairs, business, key personnel, capitalization, financial      
condition or results of operations of the Company; and that except as otherwise 
stated in the Prospectus, there are no material actions, suits or proceedings   
pending before any court or governmental agency, authority or body or, to their 
knowledge, threatened, affecting the Company or the transactions contemplated by
this Agreement.                                                                 

              The Company will furnish you with such conformed copies of
such opinions, certificates, letters and documents as you reasonably request.   

                  If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects with respect to a particular       
Offering when and as provided in this Agreement and the related Terms Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this 
Agreement and the related Terms Agreement shall not be in all material respects 
reasonably satisfactory in form and substance to you, this Agreement (with      
respect to the related Offering) and the related Terms Agreement and all        
obligations of the Underwriters hereunder (with respect to the related Offering)
and thereunder may be canceled at, or at any time prior to, the related Closing 
Date by the Underwriter. Notice of such cancellation shall be given to the      
Company in writing, or by telephone or telegraph confirmed in writing.          

7.  Indemnification.                        

              (a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the    
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act against   
any and all losses, claims, damages, liabilities and expenses whatsoever        
(including but not limited to attorneys' fees and any and all expenses          
reasonably incurred in investigating, preparing or defending against any        
litigation, commenced or threatened, or any claim whatsoever, and any and all   
amounts paid in settlement of any claim or litigation), joint or several, to    
which they or any of them may become subject under the Act, the Exchange Act, or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged 
untrue statement of a material fact contained in the Registration Statement     
relating to the applicable Series of Securities (the "Applicable Registration   
Statement") as it became effective or in any amendment or supplement thereof, or
in the Applicable Registration Statement or the related Prospectus, or in any   
amendment thereof, or arise out of or are based upon the omission or alleged    
omission (in the case of any Computational Materials or ABS Term Sheets in      
respect of which the Company agrees to indemnify the Underwriters, as set forth 
below, when such are read in conjunction with the related Prospectus and        
Prospectus Supplement) to state therein a material fact required to be stated   
therein or necessary to make the statements therein not misleading; provided,   
however, that (i) the Company will not be liable in any such case to the extent 
that any such loss, claim, damage or liability arises out of or is based upon   
any such untrue statement or alleged untrue statement or omission or alleged    
omission made therein (A) in reliance upon and in conformity with written       
information furnished to the Company as herein stated by or on behalf of the    
Underwriters specifically for use in connection with the preparation thereof or 
(B) in any Current                                                              

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Report or any amendment or supplement thereof, except to the extent that any    
untrue statement or alleged untrue statement therein or omission therefrom      
results (or is alleged to have resulted) directly from an error (a "Mortgage    
Pool Error") in the information concerning the characteristics of the mortgage  
loans or mortgage related securities furnished by the Company to the            
Underwriters in writing or by electronic transmission that was used in the      
preparation of either (x) any Computational Materials or ABS Term Sheets (or    
amendments or supplements thereof) included in such Current Report (or amendment
or supplement thereof) or (y) any written or electronic materials furnished to  
prospective investors on which the Computational Materials (or amendments or    
supplements) were based, (ii) such indemnity with respect to any Corrected      
Statement (as defined below) in such Prospectus (or Prospectus Supplement       
thereto) shall not inure to the benefit of the Underwriters (or any person      
controlling any Underwriter) from whom the person asserting any loss, claim,    
damage or liability purchased the Securities of the related Series that are the 
subject thereof if such person did not receive a copy of a Prospectus Supplement
to such Prospectus at or prior to the confirmation of the sale of such          
Securities and the untrue statement or omission of a material fact contained in 
such Prospectus (or Prospectus Supplement thereto) was corrected (a "Corrected  
Statement") in such other supplement and such supplement was furnished by the   
Company to the Underwriters prior to the delivery of such confirmation, and     
(iii) such indemnity with respect to any Mortgage Pool Error shall not inure to 
the benefit of the Underwriters (or any person controlling any Underwriter) from
whom the person asserting any loss, claim, damage or liability received any     
Computational Materials (or any written or electronic materials on which the    
Computational Materials are based) or ABS Term Sheets that were prepared on the 
basis of such Mortgage Pool Error, if, prior to the time of confirmation of the 
sale of the applicable Series of Securities to such person, the Company notified
the Underwriters in writing of the Mortgage Pool Error or provided in written or
electronic form information superseding or correcting such Mortgage Pool Error  
(in any such case, a "Corrected Mortgage Pool Error"), and the Underwriters     
failed to notify such person thereof or to deliver to such person corrected     
Computational Materials (or underlying written or electronic materials) or ABS  
Term Sheets. This indemnity agreement will be in addition to any liability which
the Company may otherwise have.                                                 

             (b) The Underwriters severally, and not jointly, agree to
indemnify and hold harmless the Company, each of the directors of the Company,  
each of the officers of the Company who shall have signed the Registration      
Statement, and each other person, if any, who controls the Company within the   
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against  
any losses, claims, damages, liabilities and expenses whatsoever (including but 
not limited to attorneys' fees and any and all expenses reasonably incurred in  
investigating, preparing or defending against any litigation, commenced or      
threatened, or any claim whatsoever, and any and all amounts paid in settlement 
of any claim or litigation), joint or several, to which they or any of them may 
become subject under the Act, the Exchange Act or otherwise, insofar as such    
losses, liabilities, claims, damages or expenses (or actions in respect thereof)
arise out of or are based upon (A) any untrue statement or alleged untrue       
statement of a material fact contained in the Applicable Registration Statement,
as originally filed or any amendment thereof, or any related preliminary        
prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or                               

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alleged omission to state therein a material fact required to be stated therein 
or necessary to make the statements therein not misleading, in each case to the 
extent, but only to the extent, that any such loss, claim, damage, liability or 
expense arises out of or is based upon any such untrue statement or alleged     
untrue statement or omission or alleged omission made therein in reliance upon  
and in conformity with written information furnished to the Company, by or on   
behalf of such Underwriter expressly for use therein; or (B) any Computational  
Materials or ABS Term Sheets (or amendments or supplements thereof) furnished to
the Company by such Underwriter pursuant to Section 8 and incorporated by       
reference in such Registration Statement or the related Prospectus, Prospectus  
Supplement or any amendment or supplement thereof (except that no such indemnity
shall be available for any losses, claims, damages or liabilities, or actions in
respect thereof resulting from any Mortgage Pool Error, other than a Corrected  
Mortgage Pool Error). This indemnity will be in addition to any liability which 
the Underwriters may otherwise have. The Company acknowledges that, unless      
otherwise set forth in the applicable Terms Agreement, the statements set forth 
in the last paragraph of the cover page and under the caption "Method of        
Distribution" and the stabilization legend required by Item 502(d)(1) under     
Regulation S-K of the Act included in the Prospectus Supplement relating to a   
Series of Securities constitute the only information furnished in writing by or 
on behalf of any Underwriter expressly for use in the Applicable Registration   
Statement or the Prospectus or in any amendment thereof or supplement thereto,  
as the case may be (other than any Computational Materials or ABS Term Sheets   
(or amendments or supplements thereof) furnished to the Company by such         
Underwriter), and each Underwriter confirms, on its behalf, that such statements
are correct.                                                                    

                        (c) Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the commencement of any action,  
such indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify each party against whom    
indemnification is to be sought in writing of the commencement thereof (but the 
failure so to notify an indemnifying party shall not relieve it from any        
liability which it may have under this Section 7 except to the extent that it   
has been prejudiced in any material respect by such failure or from any         
liability which it may have otherwise). In case any such action is brought      
against any indemnified party, and it notifies an indemnifying party of the     
commencement thereof, the indemnifying party will be entitled to participate    
therein, and to the extent that it may elect by written notice delivered to the 
indemnified party promptly after receiving the aforesaid notice from such       
indemnified party, to assume the defense thereof, with counsel satisfactory to  
such indemnified party. Notwithstanding the foregoing, the indemnified party or 
parties shall have the right to employ its or their own counsel in any such     
case, but the fees and expenses of such counsel shall be at the expense of such 
indemnified party or parties unless (i) the employment of such counsel shall    
have been authorized in writing by one of the indemnifying parties in connection
with the defense of such action, (ii) the indemnifying parties shall not have   
employed counsel to have charge of the defense of such action within a          
reasonable time after notice of commencement of the action, or (iii) such       
indemnified party or parties shall have reasonably concluded that there may be  
defenses available to it or them which are different from or additional to those
available to one or all of the indemnifying parties (in which case the          
indemnifying parties shall not have the right to direct the defense of such     
action on behalf of the                                                         

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indemnified party or parties), in any of which events such fees and expenses    
shall be borne by the indemnifying parties. Anything in this subsection to the  
contrary notwithstanding, an indemnifying party shall not be liable for any     
settlement of any claim or action effected without its written consent;         
provided, however, that such consent was not unreasonably withheld.             

                (d) In order to provide for contribution in circumstances in
which the indemnification provided for in Section 7 hereof is for any reason    
held to be unavailable, on grounds of public policy or otherwise, from the      
Company or the Underwriters or is insufficient to hold harmless a party         
indemnified thereunder, the Company and the Underwriters shall contribute to the
aggregate losses, claims, damages, liabilities and expenses of the nature       
contemplated by such indemnification provision (including any investigation,    
legal and other expenses incurred in connection with, and any amount paid in    
settlement of, any action, suit or proceeding or any claims asserted, but after 
deducting in the case of losses, claims, damages, liabilities and expenses      
suffered by the Company any contribution received by the Company from persons,  
other than the Underwriters, who may also be liable for contribution, including 
persons who control the Company within the meaning of Section 15 of the Act or  
Section 20(a) of the Exchange Act, officers of the Company who signed the       
Applicable Registration Statement and directors of the Company) to which the    
Company and the Underwriters may be subject (i) in the case of any losses,      
claims, damages and liabilities (or actions in respect thereof) which do not    
arise out of or are not based upon any untrue statement or omission of a        
material fact in any Computational Materials or ABS Term Sheets (or any         
amendments or supplements thereof), in such proportions as is appropriate to    
reflect the relative benefits received by the Company on one hand and the       
Underwriters on the other from the Offering of the Securities as to which such  
loss, liability, claim, damage or expense is claimed to arise or, if such       
allocation is not permitted by applicable law or indemnification is not         
available as a result of the indemnifying party not having received notice as   
provided in Section 7(c) hereof, in such proportion as is appropriate to reflect
not only the relative benefits referred to above but also the relative fault of 
the Company on one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages,         
liabilities or expenses, as well as any other relevant equitable considerations 
or (ii) in the case of any losses, claims, damages and liabilities (or actions  
in respect thereof) which arise out of or are based upon any untrue statement or
omission of a material fact in any Computational Materials or ABS Term Sheets   
(or any amendments or supplements thereof) or in any written or electronic      
materials distributed to prospective investors on which the Computational       
Materials are based, in such proportion as is appropriate to reflect the        
relative fault of the Company on the one hand and the Underwriter that furnished
such Computational Materials or ABS Term Sheets on the other in connection with 
the statements or omissions which resulted in such losses, claims, damages or   
liabilities (or actions in respect thereof) as well as any other relevant       
equitable considerations; provided, however, that in no case shall such         
Underwriter be responsible under this subparagraph (ii) for any amount in excess
of the aggregate Purchase Price for the Offered Securities.                     

                          The relative benefits received by the Company on one
hand and the Underwriters on the other shall be deemed to be in the same        
proportion as (x) the total proceeds from the Offering (net of underwriting     
discounts and commissions but before deducting                                  

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expenses) received by the Company and (y) the underwriting discounts and        
commissions received by the Underwriters, respectively, in each case as set     
forth in the Terms Agreement in respect of the Offering of the Securities as to 
which such loss, liability, claim, damage or expense is claimed to arise. The   
relative fault of the Company on one hand and the Underwriters on the other     
shall be determined by reference to, among other things, (A) in the case of     
clause (i) of the preceding paragraph, whether the untrue or alleged untrue     
statement of a material fact or the omission or alleged omission to state a     
material fact relates to information supplied by the Company on one hand or the 
Underwriters on the other, (B) in the case of clause (ii) of the preceding      
paragraph, whether the untrue or alleged untrue statement of a material fact or 
the omission or alleged omission to state a material fact relates to any untrue 
statement or omission of a material fact in any Computational Materials or ABS  
Term Sheets (or any amendments or supplements thereof) or in any written or     
electronic materials distributed by the applicable Underwriter to prospective   
investors on which the Computational Materials are based, and (C) in the case of
either clause (i) or clause (ii) of the preceding paragraph, the parties'       
relative intent, knowledge, access to information and opportunity to correct or 
prevent such statement or omission. The Company and the Underwriters agree that 
it would not be just and equitable if contribution pursuant to this Section 7(d)
were determined by pro rata allocation or by any other method of allocation     
which does not take account of the equitable considerations referred to above.  
Notwithstanding the provisions of this Section 7(d), (x) except as otherwise    
provided in Section 7(d)(ii), in no case shall the Underwriters be liable or    
responsible for any amount in excess of the underwriting discount set forth in  
the Terms Agreement relating to the Securities as to which such losses, claims, 
damages, liabilities or expenses are claimed to arise, and (y) no person guilty 
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such    
fraudulent misrepresentation. For purposes of this Section 7(d), each person, if
any, who controls any Underwriter within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act shall have the same rights to contribution as 
such Underwriter, and each person, if any, who controls the Company within the  
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, each     
officer of the Company who shall have signed the Applicable Registration        
Statement and each director of the Company shall have the same rights to        
contribution as the Company, subject in each case to clauses (i) and (ii) of    
this Section 7(d). Any party entitled to contribution will, promptly after      
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be made against another  
party or parties under this Section 7(d), notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties 
shall not relieve the party or parties from whom contribution may be sought from
any obligation it or they may have under this Section 7(d) or otherwise. No     
party shall be liable for contribution with respect to any action or claim      
settled without its consent; provided, however, that such consent was not       
unreasonably withheld.                                                          

                  8. Computational Materials and Structural Term Sheets. (a) Not
later than 2:00 p.m., New York time, on the business day before the date on     
which the Current Report relating to the Securities of a Series is required to  
be filed by the Company with the Commission pursuant to Section 5(b) hereof, you
and any other applicable Underwriter shall deliver to the Company,              

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and unless otherwise agreed to by the Company, in a form reasonably convertible 
to an EDGAR filing format, a copy of all materials provided by the Underwriters 
to prospective investors in such Securities which constitute (i) "Computational 
Materials, within the meaning of the no-action letter dated May 20, 1994 issued 
by the Division of Corporation Finance of the Commission to Kidder, Peabody     
Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder        
Structured Asset Corporation and the no-action letter dated May 27, 1994 issued 
by the Division of Corporation Finance of the Commission to the Public          
Securities Association (together, the "Kidder Letters") and the filing of such  
material is a condition of the relief granted in such letter (such materials    
being the "Computational Materials"), and (ii) "Structural Term Sheets" within  
the meaning of the no-action letter dated February 17, 1995 issued by the       
Division of Corporation Finance of the Commission to the Public Securities      
Association (the "PSA Letter") and the filing of such material is a condition of
the relief granted in such letter (such materials being the "Structural Term    
Sheets"). Each delivery of Computational Materials and Structural Term Sheets to
the Company by you and any other applicable Underwriter pursuant to this        
paragraph (a) shall be effected by delivering a copy of such materials to       
counsel for the Company on behalf of the Company at the address specified by the
Company and one copy of such materials to the Company.                          

               (b) You and each other Underwriter, by virtue of its having
executed and delivered the related Terms Agreement, which shall incorporate this
Section 8(b) by reference, represents and warrants to and agrees with the       
Company, as of the date of the related Terms Agreement and as of the Closing    
Date, that:                                                                     

                                 (i) the Computational Materials
                       furnished to the Company pursuant to Section 8(a)
                   constitute (either in original, aggregated or
                          consolidated form) all of the materials furnished to
                        prospective investors by such Underwriter prior to
                          the time of delivery thereof to the Company that are
                           required to be filed with the Commission with respect
                          to the Offering of the Securities in accordance with
                          the Kidder Letters, and such Computational Materials
                         comply with the requirements of the Kidder Letters;

                                 (ii) the Structural Term Sheets
                       furnished to the Company pursuant to Section 8(a)
                  constitute all of the materials furnished to
                        prospective investors by such Underwriter prior to
                          the time of delivery thereof to the Company that are
                 required to be filed with the Commission as
                          "Structural Term Sheets" with respect to the related
                           Offering of the Securities in accordance with the PSA
                         Letter, and such Structural Term Sheets comply with
         the requirements of the PSA Letter;

                            (iii) on the date any such
                       Computational Materials or Structural Term Sheets
                        with respect to the Offering of the Securities (or
                      any written or electronic materials furnished to
                      prospective investors on which the Computational
                      Materials are based) were last furnished to each

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                      prospective investor and on the date of delivery
                         thereof to the Company pursuant to Section 8(a) and
                     on the related Closing Date, such Computational
                       Materials (or such other materials) or Structural
                         Term Sheets did not and will not include any untrue
                   statement of a material fact or, when read in
                 conjunction with the related Prospectus and
                          Prospectus Supplement, omit to state a material fact
                        required to be stated therein or necessary to make
                the statements therein not misleading; and

                                      (iv) all Computational Materials (or
                     underlying materials distributed to prospective
                         investors on which the Computational Materials were
                   based) or Structural Term Sheets furnished to
                        prospective investors contained and will contain a
                     legend, prominently displayed on the first page
                     thereof, to the effect that the Company has not
                           prepared, reviewed or participated in the preparation
                      of such materials and is not responsible for the
accuracy thereof.         

Notwithstanding the foregoing, you and each such Underwriter make no            
representation or warranty as to whether any Computational Materials or         
Structural Term Sheets (or any written or electronic materials on which the     
Computational Materials are based) included or will include any untrue statement
resulting directly from any Mortgage Pool Error (except any Corrected Mortgage  
Pool Error, with respect to materials prepared after the receipt by the         
Underwriters from the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool Error).        

                 (c) Each Underwriter delivering Computational Materials shall
cause a firm of public accountants to furnish to the Company a letter, dated as 
of the date on which such Underwriter delivers any Computational Materials      
(which term shall be deemed to include, for purposes of this paragraph (c),     
calculated statistical information delivered to prospective investors in the    
form of a Structural Term Sheet) to the Company pursuant to Section 8(a), in    
form and substance satisfactory to the Company, stating in effect that they have
verified the mathematical accuracy of any calculations performed by such        
Underwriter and set forth in such Computational Materials.                      

               (d) The Underwriters acknowledge and agree that the Company
has not authorized and will not authorize the distribution of any Computational 
Materials (or any written or electronic materials on which the Computational    
Materials are based) or Structural Term Sheets to any particular prospective    
investor, and agrees that any Computational Materials or Structural Term Sheets 
with respect to any Series of Securities furnished to prospective investors     
shall include a disclaimer in the form described in paragraph (b) (iv) above.   
The Underwriters agree that they will not represent to prospective investors    
that any Computational Materials or Structural Term Sheets were prepared or     
disseminated on behalf of the Company.                                          

         (e) If, at any time when a prospectus relating to the
Securities of a Series is required to be delivered under the Act, it shall be   
necessary to amend or supplement the related                                    

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Prospectus or Prospectus Supplement as a result of an untrue statement of a     
material fact contained in any Computational Materials or Structural Term Sheets
provided by an Underwriter pursuant to this Section 8 or the omission to state  
therein a material fact required, when considered in conjunction with the       
related Prospectus and Prospectus Supplement, to be stated therein or necessary 
to make the statements therein, when read in conjunction with the related       
Prospectus and Prospectus Supplement, not misleading, or if it shall be         
necessary to amend or supplement any Current Report relating to any             
Computational Materials or Structural Term Sheets to comply with the Act or the 
rules thereunder, such Underwriter promptly will prepare and furnish to the     
Company for filing with the Commission an amendment or supplement which will    
correct such statement or omission or an amendment which will effect such       
compliance. Such Underwriter will deliver an Officer's Certificate to the       
Company representing and warranting to the Company that, as of the date of      
delivery of such amendment or supplement to the Company, such amendment or      
supplement will not include any untrue statement of a material fact or, when    
read in conjunction with the related Prospectus and Prospectus Supplement, omit 
to state a material fact required to be stated therein or necessary to make the 
statements therein not misleading; provided, however, that such Underwriter will
make no representation or warranty as to whether any such amendment or          
supplement will include any untrue statement resulting directly from any        
Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to  
any such amendment or supplement prepared after the receipt by such Underwriter 
from the Company of notice of such Corrected Mortgage Pool Error or materials   
superseding or correcting such Corrected Mortgage Pool Error). The Company shall
have no obligation to file such amendment or supplement if (i) the Company      
determines that such amendment or supplement contains any untrue statement of a 
material fact or, when read in conjunction with the related Prospectus and      
Prospectus Supplement, omits to state a material fact required to be stated     
therein or necessary to make the statements therein not misleading; it being    
understood, however, that the Company shall have no obligation to review or pass
upon the accuracy or adequacy of, or to correct, any such amendment or          
supplement provided by such Underwriter to the Company pursuant to this         
paragraph (e) or (ii) the Company reasonably determines that such filing is not 
required under the Act and such Underwriter does not object as provided below.  
The Company shall give notice to such Underwriter of its determination not to   
file an amendment or supplement pursuant to clause (ii) of the preceding        
sentence and agrees to file such amendment or supplement if such Underwriter    
reasonably objects to such determination within one business day after receipt  
of such notice.                                                                 

               9. Collateral Term Sheets. (a) Prior to the delivery of any
"Collateral Term Sheet" within the meaning of the PSA Letter, the filing of     
which material is a condition of the relief granted in such letter (such        
material being the "Collateral Term Sheets"), to a prospective investor in the  
Securities, the applicable Underwriter shall notify the Company and its counsel 
by telephone of its intention to deliver such materials and the approximate date
on which the first such delivery of such materials is expected to occur. Not    
later than 10:30 a.m., New York time, on the business day immediately following 
the date on which any Collateral Term Sheet was first delivered to a prospective
investor in the Securities of an offered series, such applicable Underwriter    
shall deliver to the Company, and unless otherwise agreed to by the Company, in 
a form reasonably convertible to an EDGAR format, a complete copy of all        
materials provided by                                                           

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such Underwriter to prospective investors in such Securities which constitute   
"Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the       
Company pursuant to this paragraph (a) shall be effected by delivering a copy of
such materials to counsel for the Company on behalf of the Company at the       
address specified by the Company and one copy of such materials to the Company. 
(Collateral Term Sheets and Structural Term Sheets are, together, referred to   
herein as "ABS Term Sheets.") At the time of each such delivery, such           
Underwriter shall indicate in writing that the materials being delivered        
constitute Collateral Term Sheets, and, if there has been any prior such        
delivery with respect to the related Series, shall indicate whether such        
materials differ in any material respect from any Collateral Term Sheets        
previously delivered to the Company with respect to such Series pursuant to this
Section 9(a) as a result of the occurrence of a material change in the          
characteristics of the related Mortgage Loans.                                  

               (b) You and each other Underwriter, by virtue of its having
executed and delivered the related Terms Agreement, which shall incorporate this
Section 9(b) by reference, represents and warrants to and agrees with the       
Company as of the date of the related Terms Agreement and as of the Closing     
Date, that:                                                                     

                     (i) The Collateral Term Sheets furnished to the
          Company pursuant to Section 9(a) constitute all of the
        materials furnished to prospective investors by such
                Underwriter prior to time of delivery thereof to the Company
        that are required to be filed with the Commission as
                 "Collateral Term Sheets" with respect to the related Offering
                 of the Securities in accordance with the PSA Letter, and such
                  Collateral Term Sheets comply with the requirements of the PSA
Letter;                                     

                           (ii) On the date any such Collateral Term Sheets with
                 respect to the Offering of the Securities were last furnished
            to each prospective investor and on the date of delivery
              thereof to the Company pursuant to Section 9(a) and on the
                 related Closing Date, such Collateral Term Sheets did not and
                will not include any untrue statement of a material fact or,
               when read in conjunction with the Prospectus and Prospectus
            Supplement, omit to state a material fact required to be
                  stated therein or necessary to make the statements therein not
misleading; and                             

                       (iii) such Underwriter has not represented to any
             prospective investor that any Collateral Term Sheets with
                 respect to any Series were prepared or disseminated on behalf
              of the Company, and, except as otherwise disclosed by such
           Underwriter to the Company in writing prior to the date
              hereof, all Collateral Term Sheets previously furnished to
                 prospective investors included a disclaimer to the effect set
forth in Section 8(b)(iv).                  

Notwithstanding the foregoing, you and each such Underwriter make no            
representation or warranty as to whether any Collateral Term Sheet included or  
will include any untrue statement or material omission resulting directly from  
any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect 
to materials prepared after the receipt by such Underwriter                     

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from the Company of notice of such Corrected Mortgage Pool Error or materials   
superseding or correcting such Corrected Mortgage Pool Error).                  

          (c) Each Underwriter delivering Collateral Term Sheets
acknowledges and agrees that any Collateral Term Sheets with respect to any     
Series of Securities furnished to prospective investors from and after the date 
hereof shall include a disclaimer to the effect set forth in Section 8(d)       
hereof, and to the effect that the information contained in such materials      
supersedes the information contained in any prior Collateral Term Sheet with    
respect to such Series of Securities being offered and will be superseded by the
description of the related Mortgage Loans in the related Prospectus Supplement. 
The Underwriters agree that they will not represent to any prospective investors
that any Collateral Term Sheets were prepared or disseminated on behalf of the  
Company.                                                                        

         (d) If, at any time when a prospectus relating to the
Securities of a Series is required to be delivered under the Act, it shall be   
necessary to amend or supplement the related Prospectus as a result of an untrue
statement of a material fact contained in any Collateral Term Sheets provided by
an Underwriter pursuant to this Section 9 or the omission to state therein a    
material fact required, when considered in conjunction with the related         
Prospectus and Prospectus Supplement, to be stated therein or necessary to make 
the statements therein, when read in conjunction with the related Prospectus and
Prospectus Supplement, not misleading, or if it shall be necessary to amend or  
supplement any Current Report relating to any Collateral Term Sheets to comply  
with the Act or the rules thereunder, such Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an amendment or supplement
which will correct such statement or omission or an amendment which will effect 
such compliance. Such Underwriter will deliver an Officer's Certificate to the  
Company representing and warranting to the Company that, as of the date of      
delivery of such amendment or supplement to the Company, such amendment or      
supplement will not include any untrue statement of a material fact or, when    
read in conjunction with the related Prospectus and Prospectus Supplement, omit 
to state a material fact required to be stated therein or necessary to make the 
statements therein not misleading; provided, however, such Underwriter will make
no representation or warranty as to whether any such amendment or supplement    
will include any untrue statement resulting directly from any Mortgage Pool     
Error (except any Corrected Mortgage Pool Error, with respect to any such       
amendment or supplement prepared after the receipt by such Underwriter from the 
Company of notice of such Corrected Mortgage Pool Error or materials superseding
or correcting such Corrected Mortgage Pool Error). The Company shall have no    
obligation to file such amendment or supplement if the Company determines that  
(i) such amendment or supplement contains any untrue statement of a material    
fact or, when read in conjunction with the related Prospectus and Prospectus    
Supplement, omits to state a material fact required to be stated therein or     
necessary to make the statements therein not misleading; it being understood,   
however, that the Company shall have no obligation to review or pass upon the   
accuracy or adequacy of, or to correct, any such amendment or supplement        
provided by such Underwriter to the Company pursuant to this paragraph (d) or   
(ii) such filing is not required under the Act. The Company shall give notice to
such Underwriter of its determination not to file an amendment or supplement    
pursuant to clause (ii) of the preceding sentence.                              

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      10. Default of Underwriters. If any Underwriter or
Underwriters participating in an Offering of Securities default in their        
obligations to purchase Securities hereunder and under the Terms Agreement and  
the aggregate purchase price of Securities which such defaulting Underwriter or 
Underwriters agreed but failed to purchase does not exceed 10% of the aggregate 
purchase price of the Securities then being purchased, you may make arrangements
satisfactory to the Company for the purchase of such Securities by other        
persons, including any of the Underwriters, but if no such arrangements are made
by the Closing Date the non-defaulting Underwriters shall be obligated          
severally, in proportion to their respective total commitments as set forth in  
the applicable Terms Agreement (for all classes of Securities), to purchase the 
Securities which such defaulting Underwriter or Underwriters agreed but failed  
to purchase. If any Underwriter or Underwriters so default and the aggregate    
purchase price of Securities with respect to which such default or defaults     
occur is more than 10% of the aggregate purchase price of Securities then being 
purchased, and arrangements satisfactory to you and the Company for the purchase
of such Securities by other persons are not made within 36 hours after such     
default, the Terms Agreement as to which such offering relates will terminate   
without liability on the part of any non-defaulting Underwriter or the Company, 
except as provided in Section 11. As used in this Agreement, the term           
"Underwriter" includes any person substituted for an Underwriter under this     
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.                                                                    

                11. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties, and other      
statements of the Company or its officers and of the several Underwriters set   
forth in or made pursuant to this Agreement will remain in full force and       
effect, regardless of any investigation, or statement as to the result thereof, 
made by or on behalf of any Underwriter or the Company or any of its officers or
directors or any controlling person, and will survive delivery of and payment   
for the Securities and any termination of this Agreement or any Terms Agreement,
including any termination pursuant to Section 10.                               

              12. Termination. You shall have the right to terminate any
Terms Agreement at any time prior to the applicable Closing Date if any domestic
or international event or act or occurrence has materially disrupted, or in your
opinion will in the immediate future materially disrupt, securities markets; or 
if trading on the New York or American Stock Exchanges shall have been          
suspended, or minimum or maximum prices for trading shall have been fixed, or   
maximum ranges for prices for securities shall have been required on the New    
York or American Stock Exchanges by the New York or American Stock Exchanges or 
by order of the Commission or any other governmental authority having           
jurisdiction; or if the United States shall have become involved in a war or    
major hostilities; or if a banking moratorium has been declared by a state or   
Federal authority, or if a banking moratorium in foreign exchange trading by    
major international banks or persons has been declared; or if any new           
restriction materially and adversely affecting the distribution of the Series of
Securities as to which such Terms Agreement relates shall have become effective;
or if there shall have been such change in the market for securities in general 
or in political, financial or economic conditions as in your judgment would be  
so materially adverse as to make it inadvisable to proceed with the Offering,   
sale and delivery                                                               

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of the Series of Securities as to which such Terms Agreement relates on the     
terms contemplated in such Terms Agreement. Any notice of termination pursuant  
to this Section 12 shall be by telephone, telex, or telegraph, confirmed in     
writing by letter.                                                              

                 13. Notices. All communications hereunder will be in writing,
and, if sent to the Underwriters, will be mailed, delivered or telegraphed and  
confirmed to you at 245 Park Avenue, New York, New York 10167, Attention:       
General Counsel or if sent to the Company, will be mailed, delivered or         
telegraphed and confirmed to it at 901 East Byrd Street, Richmond, Virginia     
23219, Attention: William E. Hardy; provided, however, that any notice to an    
Underwriter pursuant to Section 7 will be mailed, delivered or telegraphed to   
such Underwriter at the address furnished by it.                                

               14. Successors. This Agreement and the Terms Agreement will
inure to the benefit of and be binding upon the parties hereto and thereto, and 
their respective successors and the officers and directors and controlling      
persons referred to in Section 7, and no other person will have any right or    
obligation hereunder or thereunder.                                             

            15. Representation of Underwriters. You will act for the
several Underwriters in connection with each Offering of Securities governed by 
this Agreement, and any action under this Agreement and any Terms Agreement     
taken by you will be binding upon all the Underwriters identified in such Terms 
Agreement.                                                                      

             16. Construction. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to principles of conflict of laws.                                

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                If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us the enclosed duplicate hereof,      
whereupon it will become a binding agreement among the Company and the several  
Underwriters in accordance with its terms.                                      

       Very truly yours,

                          FINANCIAL ASSET SECURITIZATION, INC.

                           By:   /s/William E. Hardy
                                 -------------------
                                     Name:  William E. Hardy
                                             Title: Executive Vice President

The foregoing Underwriting Agreement                                            
hereby is confirmed and accepted                                                
as of the date first above written.                                             

BEAR, STEARNS & CO. INC.                                                        

By:  /s/Jeffrey Mayer                                                           
----------------                                                      
Title:  Senior Managing Director                                              

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                                                                 EXHIBIT A

FINANCIAL ASSET SECURITIZATION, INC.

Mortgage Participation Securities 

FORM OF TERMS AGREEMENT 

                                        Dated:     , 199

To: FINANCIAL ASSET SECURITIZATION, INC. [AND             ]                     

Re:  Underwriting Agreement dated October   , l997                              

Series Designation:  Series 19                                                  

Class Designation Schedule:                                                     

Terms of the Securities:                                                        

Original                                
       Principal            Interest          Price to
Class               Amount               Rate              Public(1)(2)         

(1) Do not include if the Securities will be offered from time to time by the   
Underwriter in negotiated transactions at varying prices to be determined at the
time of sale.                                                                   

(2) Plus accrued interest, if any, at the applicable rate from         .        

Distribution Dates:  The   th day of each month or, if such   th day is not a   
business day, the next succeeding business day commencing            .          

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Certificate Rating:                                                             

Mortgage Assets: The initial amounts to be included in any Reserve Account and  
other accounts are as set forth, and the Mortgage Loans to be included in the   
Trust Fund are as described, in Annex A hereto.                                 

Purchase Price:  The aggregate purchase price payable by the Underwriter        
for the Securities covered by this Agreement will be $           .  [Purchase   
price may also be separately stated by class.]                                  

Credit Enhancement:                                                             

[Include pool policies, letters of credit, bonds, subordination and similar     
arrangements.]                                                                  

Closing Date:   , 19   ,    a.m., N.Y. Time                                     

The undersigned, agrees, subject to the terms and provisions of the             
above-referenced Underwriting Agreement, which is incorporated herein in its    
entirety and made a part hereof, to purchase the respective principal amounts of
the Classes of the above-referenced Series of Securities set forth [herein] [on 
Schedule I attached hereto].                                                    

BEAR, STEARNS & CO. INC.                                                        

By:  _________________________                                                  
Senior Managing Director                                              

[ADDITIONAL UNDERWRITERS]                                                       

By: __________________________                                                  

--------------------------                                              
Title:                                                                  

Accepted:                                                                       

FINANCIAL ASSET SECURITIZATION, INC.                                            

By:  _________________________                                                  

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Schedule I (for Multiple Underwriters)

Underwriters

                                                                [Download Table]


Name            Class  Class   Class   Class         Class
                                                          
Bear, Stearns   $      $       $       $             $    
 & Co. Inc.                                               

[Other                                                    
Underwriters]                                             

                -----  -----   -----   -----  -----       

Total          ======  ======  ======  =====  =====       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		11/5/97							None on these Dates
For Period End:		10/30/97
		10/28/97		1
		2/17/95		15
		5/27/94		15
		5/20/94		15
									List all Filings