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Pooling and Servicing Agreement

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UNDERWRITING AGREEMENT

EXHIBIT 1.1

AMERIQUEST MORTGAGE SECURITIES INC.

$ (Approximately)

AQ Mortgage Pass-Through Certificates, Series

Class A $ %

Class R $ %

UNDERWRITING AGREEMENT

[Underwriter]


Ladies and Gentlemen:

Ameriquest Mortgage Securities Inc., a Delaware corporation (the "Company"), proposes to sell to you (also referred to herein as the "Underwriter") AQ Mortgage Pass-Through Certificates, Series , Class A and Class R Certificates other than a de minimis portion thereof (collectively, the "Certificates"), having the aggregate principal amounts and Pass-Through Rates set forth above.

The Certificates will be issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing Agreement") to be dated as of (the "Cut-off Date") among the Company, as seller, , as master servicer (the "Master Servicer"), and , as trustee (the "Trustee").

1. REPRESENTATIONS, WARRANTIES AND COVENANTS.

1.1 The Company represents and warrants to, and agrees with you that:

(a) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement (No. ) on Form S-3 for the registration under the Securities Act of 1933, as amended (the "Act"), of Mortgage Pass-Through Certificates and Mortgage-Backed Notes (issuable in series), including the Certificates.

The Company proposes to file with the Commission pursuant to Rule 424(b) a supplement dated (the "Prospectus Supplement"), to the prospectus dated (the "Basic Prospectus").

(b) The Registration Statement has become effective, and the Registration Statement as of the effective date (the "Effective Date"), and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Act and the 1933 Act Regulations.

(c) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.

(d) This Agreement has been duly authorized, executed and delivered by the Company.

(e) As of the Closing Date the Certificates will conform in all material respects to the description thereof contained in the Prospectus.

1.2 The Underwriter represents and warrants to and agrees with the Company that:

(a) No purpose of the Underwriter relating to the purchase of any of the Class R Certificates is or will be to enable the Company to impede the assessment or collection of any tax.

(b) The Underwriter has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain outstanding.

(c) The Underwriter has no present knowledge or expectation that it will become insolvent or subject to a bankruptcy proceeding for so long as any of the Certificates remain outstanding.

(d) No purpose of the Underwriter relating to any sale of any of the Class R Certificates will be to enable it to impede the assessment or collection of tax.

(e) The Underwriter will, in connection with any transfer it makes of any of the Class R Certificates, obtain from its transferee the required affidavit and provide the Trustee with the required certificate.

(f) The Underwriter hereby certifies that the fair market value of each such Certificate sold will not be less than and that the initial Certificate Principal Balance will not be less than .

(g) The Underwriter will use its best reasonable efforts to cause Trepp & Co. to issue a commitment letter prior to the Closing Date.

(h) The Underwriter will have funds available at , at the time all documents are executed.

(i) The Underwriter has complied with all obligations hereunder including Section 4.2.

1.3 The Underwriter covenants and agrees to pay directly, or reimburse the Company upon demand for taxes and losses arising from tax assertions relating to the Class R Certificates.

2. PURCHASE AND SALE.

The Company agrees to sell to you, and you agree to purchase from the Company, the Certificates at a price equal to % of the aggregate principal balance of the Certificates as of the Closing Date.

3. DELIVERY AND PAYMENT.

Delivery of and payment for the Certificates shall be made at the office of at on or such later date as you shall designate.

4. OFFERING BY UNDERWRITER.

4.1 It is understood that you propose to offer the Certificates for sale to the public as set forth in the Prospectus.

4.2 You may prepare and provide to prospective investors certain Computational Materials in connection with your offering of the Certificates, subject to the following conditions:

(a) The Underwriter shall comply with all applicable laws and regulations in connection with the use of Computational Materials and ABS Term Sheets.

(b) "Computational Materials" and "ABS Term Sheets" shall have the meanings given in the applicable No-Action Letters.

(c) All Computational Materials and ABS Term Sheets shall bear the required legend.

(d) The Underwriter shall provide representative forms prior to first use and deliver copies for filing.

(e) All information included in the Computational Materials shall be generated based on substantially the same methodology and assumptions used to generate the Prospectus Supplement.

(f) The Company shall not be obligated to file Computational Materials that contain any material error or omission.

(g) If the Underwriter does not provide any such materials, it shall certify that fact on the Closing Date.

(h) The Company may delay the release of the Prospectus or the Closing Date in the event of delay in delivery of such materials.

(i) The Underwriter represents that it has internal controls and procedures sufficient to ensure full compliance with the No-Action Letters.

5. AGREEMENTS.

5.1 Before amending or supplementing the Registration Statement or the Prospectus, the Company will furnish you with a copy.

5.2 The Company will cause the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424(b).

5.3 The Company will promptly prepare and furnish amendments or supplements if necessary.

5.4 The Company will furnish copies of the Registration Statement and Prospectus as reasonably requested.

5.5 The Company agrees to deliver annual statements furnished to the Trustee.

5.6 The Company will endeavor to arrange qualification of the Certificates for sale in designated jurisdictions.

5.7 The Company will pay or cause to be paid all expenses incident to its obligations under this Agreement.

5.8 The Company will advise you if a stop order suspending effectiveness is received.

5.9 The Company shall file Computational Materials and ABS Term Sheets with the Commission on Form 8-K by .

6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITER.

6.1 No stop order suspending effectiveness shall be in effect.

6.2 Since 1, there shall have been no material adverse change in the condition of the Company.

6.3 Certificate of an officer of the Company shall be delivered on the Closing Date.

6.4 Opinions of counsel shall have been received.

6.5 Opinion of counsel for the Underwriter shall have been received.

6.6 Accountant's letter shall have been received.

6.7 The Certificates shall have been rated "AAA" by the designated rating agencies.

6.8 Opinion of Trustee's Counsel shall have been received.

6.9 Reliance letters shall have been received from counsel to the Company.

7. INDEMNIFICATION AND CONTRIBUTION.

7.1 The Company agrees to indemnify and hold harmless the Underwriter and controlling persons.

7.2 The Underwriter agrees to indemnify and hold harmless the Company and controlling persons.

7.3 Notice of proceedings shall be promptly given in writing.

7.4 If indemnification is unavailable or insufficient, contribution shall be made as appropriate.

7.5 Expenses reasonably incurred shall be included subject to limitations.

7.6 The indemnity and contribution agreements shall remain operative and in full force and effect.

8. TERMINATION.

This Agreement shall be subject to termination by notice given to the Company if the sale is not consummated because of failure to comply with the terms or conditions of this Agreement.

9. CERTAIN REPRESENTATIONS AND INDEMNITIES TO SURVIVE.

The respective agreements, representations, warranties, indemnities and other statements shall remain in full force and effect and survive delivery of and payment for the Certificates.

10. NOTICES.

All communications hereunder will be in writing and effective only on receipt.

If sent to the Underwriter, address:
Attention:

If sent to the Company, address:

11. SUCCESSORS.

This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

12. APPLICABLE LAW.

This Agreement will be governed by and construed in accordance with the laws of the State of New York.

13. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

If the foregoing is in accordance with your understanding of our agreement, please sign and return a counterpart hereof.

Very truly yours,

AMERIQUEST MORTGAGE SECURITIES INC.

By: __________________________________

Name:

Title:

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

________________________________

By: __________________________________

Name:

Title:

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What a Pooling and Servicing Agreement Does

A Pooling and Servicing Agreement (PSA) is a legally binding contract that governs the sale, pooling, servicing, and administration of a group of financial assets—commonly mortgages or receivables—into a securitized trust. It sets out the rights and duties of the depositor, trustee, servicer, credit enhancement providers, and certificateholders, including cash flow allocation, default remedies, reporting obligations, pooling cut-off dates, and procedures for servicing advances and liquidation. The PSA defines triggers for seniority, payment priorities, indemnities, and amendment rules, and typically governs how notices, reports, and audits are provided to investors and regulators.

Why the Pooling and Servicing Agreement Matters

A PSA creates legal certainty for parties by allocating credit risk, establishing payment waterfalls, and defining enforcement mechanics. Clear PSA terms reduce disputes, support investor due diligence, and are essential for compliance with securities and tax reporting obligations.

Why the Pooling and Servicing Agreement Matters

Who Typically Prepares or Signs a PSA

Organizations and professionals involved in securitization use PSAs to operationalize pooled asset transactions and servicing standards.

  • Depositor or sponsor: Institutional originator that assembles assets and transfers them into a trust; responsible for representations and warranties.
  • Servicer: Entity that services loans or receivables, collects payments, advances funds, and submits reports to the trustee and investors.
  • Trustee and certificateholders: Trustee enforces terms; certificateholders monitor performance and receive periodic distributions per the waterfall.

Several distinct roles sign or rely on the PSA to perform duties and verify compliance throughout the trust life cycle.

Primary Sections to Expect in a PSA

A professional PSA organizes parties, asset definitions, cash waterfalls, servicing standards, reporting obligations, default remedies, and amendment mechanics into discrete sections for clarity and enforceability.

Parties

Identifies depositor, sponsor, servicer, trustee, paying agent, and trust noteholders with addresses and corporate form to ensure accurate notice and authority.

Asset Definition

Defines pooled assets by eligibility criteria, cut-off date, purchase method, and representations and warranties that affect repurchase and indemnity obligations.

Waterfall

Specifies priority of payments—fees, interest, principal, reserves, and reimbursements—using formulas or schedules that govern each distribution date.

Servicing Standards

Sets performance metrics, custodial procedures, collection practices, advance mechanics, and remediation steps that preserve asset value and regulatory compliance.

Reporting and Audit

Requires periodic investor reports, trustee notices, audit rights, data formats, and timing to support investor monitoring and regulatory filings.

Amendment & Termination

Describes how material changes occur, required consents or voting thresholds, cure periods, and events that trigger termination or wind-up procedures.

Essential Information to Include

Parties: Full legal names and entity types
Trust ID: Pool identifier or CUSIP
Cut-Off Date: MM/DD/YYYY date
Governing Law: State selected for interpretation
Payment Cycle: Monthly, quarterly, or specified dates
Signatory Authority: Officer name and title

How to Complete a Pooling and Servicing Agreement

Follow a stepwise process to assemble parties, confirm asset eligibility, define payment mechanics, and obtain approvals before final execution and distribution.

  • 01
    Assemble data: Gather loan/asset schedules and representations
  • 02
    Draft terms: Set waterfall, servicing duties, and amendments
  • 03
    Review counsel: Obtain legal and tax review, and trustee input
  • 04
    Execute and distribute: Obtain signatures, distribute copies, and file required notices

Configuring an Online PSA Workflow

Set up an electronic execution workflow that maps signing order, authentication, and document fields before sending to counterparties.

Field Configuration
Signing order Sequential signing: depositor, servicer, trustee
Authentication level Email plus SMS code or KBA as needed
Document fields Signature, initials, dates, and pool ID fields
Retention settings Automated archival and audit trail export

Where to Send, File, or Deliver the Executed PSA

Distribution routes depend on parties and regulators; ensure escrow, trustee, and investor record recipients are specified in the agreement.

  • Trustee delivery: Send final fully executed copy to trustee
  • Servicer copy: Provide servicer with executed schedules and exhibits
  • Investor notice: Publish required investor reports per PSA
  • Regulatory filings: File any securities or tax disclosures as required

Digital Signing and eSubmission Considerations

Use a platform that supports secure eSignatures, audit trails, and configurable authentication to preserve enforceability.

  • File formats: PDF or DOCX accepted
  • Integrations: Supports Salesforce, NetSuite, Google Workspace
  • Security: TLS and AES-256 encryption

Ensure the chosen platform meets ESIGN/UETA requirements and any industry-specific rules before executing the PSA electronically.

Typical PSA Timing and Reporting Deadlines

Key PSA dates govern pooling, funding, reporting, and cure periods; confirm deadlines in the agreement and calendar them for compliance.

Pooling cut-off date:

Determines assets included; effective at transfer

Funding date:

Date when proceeds transfer to the trust

Monthly reporting:

Servicer delivers account and remittance reports

Notice periods:

Specified days for default or remediation notices

Amendment deadlines:

Voting or cure windows per PSA terms

Common Pitfalls to Avoid

  • Unclear waterfall formulas that omit reserve replenishment frequency, causing distribution disputes and investor confusion.
  • Incomplete asset schedules or mismatched identifiers leading to repurchase demands, indemnity exposure, and delayed funding.
  • Insufficient signer authority or stale corporate resolutions that render execution defective and complicate enforceability.
  • Failure to define notice addresses and delivery methods, producing missed cure windows and unintended defaults.

Consequences of Errors or Incomplete PSAs

Repurchase risk: Potential liability for breached representations
Investor claims: Litigation or arbitration exposure
Regulatory scrutiny: SEC or state regulator inquiries
Tax exposure: Adverse tax treatment or audit
Operational delays: Funding holds or remediation costs
Credit rating impact: Downgrade of security tranches

eSignature Pricing and Feature Snapshot

Comparative pricing and feature availability for common eSignature platforms; signNow is listed first per vendor ordering requirements.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

FAQs and Common Execution Questions

Answers to frequent questions about PSA execution, eSignature legality, amendments, authority, and record handling to reduce execution risk.


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