Exhibit 1.1
FORM OF UNDERWRITING AGREEMENT
STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.
Carrington Mortgage Loan Trust, Series 200[_]-[___]
Asset-Backed Pass-Through Certificates
$[________]
Adjustable Rate
Class A-1 Certificates
$[________]
Adjustable Rate
Class A-2 Certificates
$[________]
Adjustable Rate
Class A-3 Certificates
$[________]
Adjustable Rate
Class A-4 Certificates
$[________]
Adjustable Rate
Class A-5 Certificates
$[________]
Adjustable Rate
Class A-6 Certificates
$[________]
Adjustable Rate
Class M-1 Certificates
$[________]
Adjustable Rate
Class M-2 Certificates
$[________]
Adjustable Rate
Class M-3 Certificates
$[________]
Adjustable Rate
Class M-4 Certificates
$[________]
Adjustable Rate
Class M-5 Certificates
$[________]
Adjustable Rate
Class M-6 Certificates
$[________]
Adjustable Rate
Class M-7 Certificates
$[________]
Adjustable Rate
Class M-8 Certificates
$[________]
Adjustable Rate
Class M-9 Certificates
UNDERWRITING AGREEMENT
[________], 200[_]
[Name of Underwriter,]
[as representative of the Underwriters ("Representative")]
[Address of Underwriter]
[___________________]
Ladies and Gentlemen:
Stanwich Asset Acceptance Company, L.L.C., a Delaware corporation
(the
"Company"), proposes to sell to the several underwriters named in
Schedule I
attached hereto (the "Underwriters"), for whom you are acting as
representative
(also referred to herein as the "Representative"), the respective
amounts set
forth opposite each Underwriter's name in Schedule I attached
hereto of
Carrington Mortgage Loan Trust, Series 200[_]-[___] Asset-Backed
Pass-Through
Certificates, [Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7,
Class M-8 and Class M-9 Certificates] (collectively, the
"Certificates" or the
"Underwritten
Certificates"). The Certificates together with the [Class M-10,
Class M-11,
Class M-12, Class M-13, Class CE, Class P, Class R-I and Class R-II
Certificates] of the same series, will evidence the entire
beneficial interest
in the Trust Fund (as defined in the Pooling and Servicing
Agreement referred to
below), consisting primarily of a pool (the "Pool") of
adjustable-rate and
fixed-rate, interest-only and fully amortizing one- to four-family
residential
[first and junior lien] mortgage loans (the "Mortgage Loans") as
described in
the Prospectus Supplement (as hereinafter defined) to be sold by
the Company.
The Certificates will be issued pursuant to a pooling and servicing
agreement (the "Pooling and Servicing Agreement") to be dated as of
[________,
__ 20__] (the "Cut-off Date") among the Company, as depositor,
[Name of
Servicer], as servicer, and [Name of Trustee], as trustee (the
"Trustee"). The
Certificates are described more fully in the Base Prospectus and
the Prospectus
Supplement (each as hereinafter defined) which the Company has
furnished to the
Representative.
1. Representations, Warranties and Covenants.
1.1 The Company represents and warrants to, and agrees with each
Underwriter that:
(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (No.
333-[_______]) on Form S-3 for the registration under the
Securities
Act of 1933, as amended (the "Act"), of Carrington Mortgage Loan
Trust, Series 200[_]-[____] Asset-Backed Pass-Through Certificates
(issuable in series), including the Certificates, which
registration
statement was prepared by the Company in conformity with the Act
and
has become effective, and a copy of which, as amended to the date
hereof, has heretofore been delivered to you. The Company proposes
to
file with the Commission pursuant to Rule 424(b) under the rules
and
regulations of the Commission under the Act (the "1933 Act
Regulations") a prospectus supplement dated [________, __ 20__]
(the
"Prospectus Supplement"), to the prospectus dated [________, __
20__]
(the "Base Prospectus"), relating to the Certificates and the
method
of distribution thereof. Such registration statement (No.
333-[_______]) including exhibits thereto and any information
incorporated therein by reference, as amended at the date hereof,
is
hereinafter called the "Registration Statement"; and the Base
Prospectus and the Prospectus Supplement and any information
incorporated therein by reference, together with any amendment
thereof
or supplement thereto authorized by the Company on or prior to the
Closing Date (as defined herein) for use in connection with the
offering of the Certificates, are hereinafter called the
"Prospectus."
Any preliminary form of the Prospectus Supplement to be filed
pursuant
to Rule 424(b) is referred to as a "Preliminary Prospectus
Supplement"
and, together with the Base Prospectus, and as amended or
supplemented
if the Company shall have furnished any amendments or supplements
thereto, a "Preliminary Prospectus."
(b) The Registration Statement has become effective and remains
effective as of the date hereof, and the Registration Statement as
of
the effective
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date (the "Effective Date," as defined in this paragraph), 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; and the Registration Statement, as of the
Effective Date, did not contain any untrue statement of a material
fact and did not omit to state any material fact required to be
stated
therein or necessary to make the statements therein not misleading
and
each Issuer Free Writing Prospectus (as defined herein) as of its
date
did not, and the Approved Offering Materials (as defined herein)
and
the Designated Static Pool Information (as defined herein), taken
together, as of the date of the Approved Offering Materials did not
and as of the Closing Date will not, and the Prospectus and the
Designated Static Pool Information, taken together, as of the date
of
the Prospectus Supplement, did not, and as of the Closing Date will
not, contain an untrue statement of a material fact and did not and
will not omit to state a material fact necessary in order to make
the
statements therein, in the light of the circumstances under which
they
were made, not misleading; provided, however, that neither the
Company
nor Carrington Securities, LP ("Carrington Securities") makes any
representations or warranties as to the information contained in or
omitted from the Registration Statement, any Issuer Free Writing
Prospectus, the Approved Offering Materials or the Prospectus or
any
amendment thereof or supplement thereto relating to the information
therein that is "Excluded Information", as defined herein; and
provided, further, that neither the Company nor Carrington
Securities
makes any representations or warranties as to either (i) any
information contained in any Underwriter Prepared Issuer FWP (as
defined herein), or Underwriter Free Writing Prospectus (as defined
herein) except, in each case to the extent of (x) any information
set
forth therein that constitutes Pool Information (as defined below)
or
(y) any information accurately extracted from the Preliminary
Prospectus Supplement or any Issuer Free Writing Prospectus and
included in any Underwriter Prepared Issuer FWP, or (ii) any
information contained in or omitted from the portions of the
Approved
Offering Materials or Prospectus identified by underlining or other
highlighting as shown in Exhibit B (the "Underwriter Information").
The Effective Date shall mean the earlier of the date on which the
Prospectus Supplement is first used and the time of the first
Contract
of Sale (as defined herein) to which such Prospectus Supplement
relates. The initial effective date of the Registration Statement
was
within three years of the Closing Date. If the third anniversary of
the initial effective date occurs within two years after the
Closing
Date, the Company will use best efforts to take such action as may
be
necessary or appropriate to permit the public offering and sale of
the
Certificates as contemplated hereunder. The Company acknowledges
that
the Underwriter Information constitutes the only information
furnished
in writing by the Underwriters or on the Underwriters' behalf for
use
in connection with the preparation of the Registration Statement,
any
Preliminary Prospectus or the Prospectus, and each Underwriter
confirms that the Underwriter Information is correct with respect
to
each of them and the Certificates it underwrites.
(c) (i)"ABS Informational and Computational Materials" shall have
the meaning given such term in Item 1101 of Regulation AB.
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(ii) "Approved Offering Materials" means the Preliminary
Prospectus.
(iii) "Contract of Sale" has the same meaning as in Rule 159
of the 1933 Act Regulations and all Commission guidance relating to
Rule 159.
(iv) "Designated Static Pool Information" shall mean the
static pool information referred to in the Prospectus under the
caption "Description of the Mortgage Pool Static Pool Information"
but
deemed to be excluded from the Registration and Prospectus pursuant
to
Item 1105(d) of Regulation AB.
(v) "Excluded Information" shall mean, with respect to (x)
each of the Registration Statement, the Approved Offering Materials
and the Prospectus, the information identified by underlining or
other
highlighting as shown on Exhibit A, and (y) each Underwriter
Prepared
Issuer FWP and each Underwriter Free Writing Prospectus, all
information contained therein which is restated in, or is corrected
and superseded by, the Approved Offering Materials.
(vi) "Free Writing Prospectus" shall have the meaning given
such term in Rules 405 and 433 of the 1933 Act Regulations.
(vii) "Issuer Free Writing Prospectus" shall mean any Free
Writing Prospectus prepared by or on behalf of the Company and
identified by the Company as an Issuer Free Writing Prospectus and
relating to the Certificates or the offering thereof.
(viii) "Issuer Information" shall mean any information of
the type specified in clauses (1) - (5) of footnote 271 of
Commission
Release No. 33-8591 (Securities Offering Reform), other than
Underwriter Derived Information. Consistent with such definition,
"Issuer Information" shall not be deemed to include any information
in
a Free Writing Prospectus solely by reason of the Company's review
of
the materials pursuant to Section 4.4(e) below and, consistent with
Securities Offering Reform Questions and Answers, November 30, 2005
promulgated by the staff of the Commission, "Issuer Information"
shall
not be deemed to include any information in a Free Writing
Prospectus
solely by reason that the Underwriter has agreed not to use such
Free
Writing Prospectus without consent of the Company.
(ix) "Permitted Additional Materials" shall mean information
that is not ABS Informational and Computational Materials and (x)
that
are referred to in Section 4.4(c) so long as any Issuer Information
provided by the Underwriter pursuant to Section 4.4(c) is limited
to
information included within the definition of ABS Informational and
Computational Materials, (y) that constitute Certificate price,
yield,
weighted average life, subscription or allocation information, or a
trade confirmation, or (z) otherwise with respect to which the
Company
has provided written consent to the applicable Underwriter to
include
in a Free Writing Prospectus.
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(x) "Pool Information" means with respect to any Free
Writing Prospectus, the information with respect to the
characteristics of the Mortgage Loans and administrative and
servicing
fees, as provided by or on behalf of the Company or Carrington
Securities to each applicable Underwriter at the time most recent
to
the date of such Free Writing Prospectus.
(xi) "Underwriter Derived Information" shall refer to
information of the type described in clause (5) of footnote 271 of
Commission Release No. 33-8591 (Securities Offering Reform) when
prepared by any Underwriter, including traditional computational
and
analytical materials prepared by the Underwriter.
(xii) "Underwriter Free Writing Prospectus" shall mean all
Free Writing Prospectuses prepared by or on behalf of any
Underwriter
other than any Underwriter Prepared Issuer FWP, including any
Permitted Additional Materials.
(xiii) "Underwriter Prepared Issuer FWP" shall mean any Free
Writing Prospectus prepared by or on behalf of any Underwriter that
contains any Issuer Information, including any Free Writing
Prospectus
or portion thereof prepared by or on behalf of any Underwriter that
contains only a description of the final terms of the Certificates
or
of the offering of the Certificates.
(xiv) "Written Communication" shall have the meaning given
such term in Rule 405 of the 1933 Act Regulations.
(d) The Commission has not issued any order preventing or
suspending the use of the Prospectus or the effectiveness of the
Registration Statement and no proceedings for such purpose are
pending
or, to the Company's knowledge, threatened by the Commission. There
are no contracts or documents of the Company which are required to
be
filed as exhibits to the Registration Statement pursuant to the Act
or
the 1933 Act Regulations which have not been so filed or
incorporated
by reference therein on or prior to the Effective Date of the
Registration Statement other than such documents or materials, if
any,
as any Underwriter delivers to the Company pursuant to Section 5.4
hereof for filing on Form 8-K. The conditions for use of Form S-3,
as
set forth in the general instructions thereto, have been satisfied.
(e) [RESERVED].
(f) The Registration Statement and the Prospectus conform in all
material respects to the requirements of the Act and the 1933 Act
Regulations.
(g) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as
the
case may be, conformed in all material respects to the requirements
of
the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and any further documents
so
filed and incorporated by referenced in the Prospectus in
connection
with the issuance of the Certificates, when such
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documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the
requirements
of the Act or the Exchange, as applicable, and the rules and
regulations of the Commission thereunder.
(h) The Company has all power and authority necessary to own or
hold its properties, to conduct the business in which it is engaged
and to enter into and perform its obligations under this Agreement
and
the Pooling and Servicing Agreement (the "Agreements") and to cause
the Certificates to be issued.
(i) There are no actions, proceedings or investigations pending
with respect to which the Company has received service of process
before or, to the best of the Company's knowledge, threatened by
any
court, administrative agency or other tribunal to which the Company
is
a party or of which any of its properties is the subject (a) which
if
determined adversely to the Company would have a material adverse
effect on the business or financial condition of the Company, (b)
asserting the invalidity of any of the Agreements or the
Certificates,
(c) seeking to prevent the issuance of the Certificates or the
consummation by the Company or any of the transactions contemplated
by
any of the Agreements or (d) which might materially and adversely
affect the performance by the Company of its obligations under, or
the
validity or enforceability of any of the Agreements or the
Certificates to be issued.
(j) This Agreement has been, and the other Agreements when
executed and delivered as contemplated hereby and thereby will have
been, duly authorized, executed and delivered by the Company, and
this
Agreement constitutes, and the other Agreements when executed and
delivered as contemplated herein will constitute, legal, valid and
binding instruments enforceable against the Company in accordance
with
their respective terms, subject as to enforceability to (x)
applicable
bankruptcy, reorganization, insolvency, moratorium or other similar
laws affecting creditors' rights generally, (y) general principles
of
equity (regardless of whether enforcement is sought in a proceeding
in
equity or at law), and (z) with respect to rights of indemnity
under
any of the Agreements, limitations of public policy under
applicable
securities laws.
(k) The execution, delivery and performance of the Agreements by
the Company and the consummation of the transactions contemplated
hereby and thereby, and the issuance and delivery of the
Certificates
do not and will not conflict with or result in a breach or
violation
of any of the terms or provisions of, or constitute a default
under,
any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company is a party, by which
the
Company is bound or to which any of the properties or assets of the
Company or any of its subsidiaries is subject, which breach or
violation would have a material adverse effect on the business,
operations or financial condition of the Company or its ability to
perform its obligations under any of the Agreements, nor will such
actions result in any violation of the provisions of the articles
of
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incorporation or by-laws of the Company or any statute or any
order,
rule or regulation of any court or governmental agency or body
having
jurisdiction over the Company or any of its properties or assets,
which breach or violation would have a material adverse effect on
the
business, operations or financial condition of the Company or its
ability to perform its obligations under any of the Agreements.
(l) The direction by the Company to the Trustee to execute,
authenticate, issue and deliver the Certificates has been duly
authorized by the Company.
(m) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body
of
the United States is required for the issuance of the Certificates
and
the sale of the Underwritten Certificates to the Underwriters, or
the
consummation by the Company of the other transactions contemplated
by
the Agreements except such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and
distribution of the Underwritten Certificates by the Underwriters
or
as have been obtained.
(n) At the time of the execution and delivery of the Pooling and
Servicing Agreement, the Company will: (i) have equitable title to
the
interest in the Mortgage Loans conveyed by Carrington Securities,
free
and clear of any lien, mortgage, pledge, charge, encumbrance,
adverse
claim or other security interest (collectively, "Liens") and (ii)
not
have assigned to any person (other than the Trustee) any of its
right,
title or interest in the Mortgage Loans.
(o) Any taxes, fees and other governmental charges in connection
with the execution, delivery and issuance of the Agreements and the
Certificates have been paid or will be paid at or prior to the
Closing
Date.
(p) Since the respective dates as of which information is given
in the Prospectus, there has not been any material adverse change
in
the general affairs, management, financial condition, or results of
operations of the Company or Carrington Securities, otherwise than
as
set forth or contemplated in the Prospectus as supplemented or
amended
as of the Closing Date.
(q) The Company has been duly formed and is validly existing as a
limited liability company in good standing under the laws of the
State
of Delaware and has the requisite limited liability company power
to
own its properties and to conduct its business as presently
conducted
by it.
(r) The Company was not, as of any date on or after which a bona
fide offer (as used in Rule 164(h)(2) of the 1933 Act Regulations)
of
the Certificate is made an Ineligible Issuer, as such term is
defined
in Rule 405 of the 1933 Act Regulations. The Company shall comply
with
all applicable laws and regulations applicable to the Company in
connection with the use of Free Writing
7
Prospectuses, including but not limited to Rules 164 and 433 of the
1933 Act Regulations and all Commission guidance relating to Free
Writing Prospectuses, including but not limited to Commission
Release
No. 33-8591.
(s) As of the Closing Date (as defined herein) the Certificates
will conform in all material respects to the description thereof
contained in the Prospectus and the representations and warranties
of
the Company in the Pooling and Servicing Agreement will be true and
correct in all material respects.
1.2 [RESERVED].
1.3 Each Underwriter represents and warrants to and agrees with the
Company and Carrington Securities that:
(a) Such 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.
(b) Such 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.
(c) Such Underwriter hereby certifies that with respect to each
class of Certificates to be maintained on the book-entry records of
The Depository Trust Company ("DTC"), the interest in each such
class
of Certificates sold to any person on the date of initial sale
thereof
by such Underwriter will not be less than the minimum denomination
indicated for such class of Certificates in the Prospectus
Supplement.
(d) Such Underwriter will have funds available at the Trustee, in
such Underwriter's account at such bank at that time of the closing
of
the sale of the Certificates is completed, except for the transfer
of
funds and the delivery of the Certificates. Such funds will be
available for immediate transfer into the account of the Company
maintained at such bank.
(e) [RESERVED].
(f) As of the date hereof and as of the Closing Date, such
Underwriter has complied with all of its obligations hereunder and
all
Underwriter Prepared Issuer FWP and Underwriter Information
prepared
by such Underwriter are accurate in all material respects (taking
into
account the assumptions explicitly set forth in such Underwriter
Prepared Issuer FWP, except for any Excluded Information and to the
extent of (x) any errors therein that are caused by errors or
omissions in the Pool Information or (y) information accurately
extracted from the Preliminary Prospectus Supplement or any Issuer
Free Writing Prospectus and included in any Underwriter Prepared
Issuer FWP). The Underwriter Prepared Issuer FWP delivered to the
Company, if any, constitutes a complete set of all
8
Underwriter Prepared Issuer FWP furnished by such Underwriter to
any
investor by such Underwriter in connection with the offering of any
Certificates.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance
upon the representations and warranties herein set forth, the
Company agrees to
sell to each Underwriter, and each Underwriter agrees to purchase
from the
Company, the Certificates set forth opposite its name in Schedule I
hereto, at a
price equal to 100.000% of the aggregate certificate principal
balance of the
[Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and
Class M-9 Certificates.]
3. Delivery and Payment. Delivery of and payment for the
Certificates shall
be made at the office of Mayer, Brown, Rowe & Maw LLP at 10:00
a.m., New York
City time, on [__________], 200[_] or such later date as you shall
designate,
which date and time may be postponed by agreement between you and
the Company
(such date and time of delivery and payment for the Certificates
being herein
called the "Closing Date"). Delivery of the Certificates shall be
made to you
through The Depository Trust Company ("DTC") against payment by you
of the
purchase price thereof to or upon the order of the Company by wire
transfer in
immediately available funds.
4. Offering by Underwriter.
4.1 It is understood that the Underwriters propose to offer the
Certificates for sale to the public as set forth in the Prospectus
and each
Underwriter agrees that all such offers and sales shall be made in
compliance
with all applicable laws and regulations. Prior to the date of the
first
Contract of Sale made based on the Approved Offering Materials, no
Underwriter
has pledged, sold, disposed of or otherwise transferred any
Certificate Mortgage
Loans or any interest in any Certificate.
4.2 It is understood that the Underwriters will solicit offers to
purchase the Certificates as follows:
(a) Prior to the time the Underwriters have received the Approved
Offering Materials the Underwriters may, in compliance with the
provisions of
this Agreement, solicit offers to purchase Certificates; provided,
that the
Underwriters shall not accept any such offer to purchase a
Certificate or any
interest in any Certificate or Mortgage Loan or otherwise enter
into any
Contract of Sale for any Certificate, any interest in any
Certificate or any
Mortgage Loan prior to its conveyance of Approved Offering
Materials to the
investor.
(b) Any Written Communication relating to the Certificates made by
an
Underwriter in compliance with the terms of this Agreement prior to
the time
such Underwriter has entered into a Contract of Sale for
Certificates with the
recipient shall prominently set forth the following statements (or
substantially
similar statements approved by the Company):
The information in this free writing prospectus, if conveyed prior
to
the time of your contractual commitment to purchase any of the
Certificates, supersedes any information contained in any prior
similar materials relating to the Certificates. The information in
9
this free writing prospectus is preliminary, and is subject to
completion or change. This free writing prospectus is being
delivered
to you solely to provide you with information about the offering of
the Certificates referred to in this free writing prospectus and to
solicit an offer to purchase the Certificates, when, as and if
issued.
Any such offer to purchase made by you will not be accepted and
will
not constitute a contractual commitment by you to purchase any of
the
Certificates, until we have accepted your offer to purchase
Certificates.
The Certificates referred to in these materials are being sold
when,
as and if issued. The issuer is not obligated to issue such
Certificates or any similar security and the underwriter's
obligation
to deliver such Certificates is subject to the terms and conditions
of
the underwriting agreement with the issuer and the availability of
such Certificates when, as and if issued by the issuer. You are
advised that the terms of the Certificates, and the characteristics
of
the mortgage loan pool backing them, may change (due, among other
things, to the possibility that mortgage loans that comprise the
pool
may become delinquent or defaulted or may be removed or replaced
and
that similar or different mortgage loans may be added to the pool,
and
that one or more classes of Certificates may be split, combined or
eliminated), at any time prior to issuance or availability of a
final
prospectus. You are advised that Certificates may not be issued
that
have the characteristics described in these materials. The
underwriter's obligation to sell such Certificates to you is
conditioned on the mortgage loans and Certificates having the
characteristics described in these materials. If for any reason the
issuer does not deliver such Certificates, the underwriter will
notify
you, and neither the issuer nor any underwriter will have any
obligation to you to deliver all or any portion of the Certificates
which you have committed to purchase, and none of the issuer nor
any
underwriter will be liable for any costs or damages whatsoever
arising
from or related to such non-delivery.
4.3 It is understood that no Underwriter will enter into a Contract
of
Sale with any investor until the Approved Offering Materials have
been conveyed
to the investor with respect to the Certificates which are the
subject of such
Contract of Sale.
4.4 It is understood that each Underwriter may prepare and provide
to
prospective investors certain Free Writing Prospectuses, subject to
the
following conditions:
(a) Unless preceded or accompanied by a prospectus satisfying the
requirements of Section 10(a) of the Act, no Underwriter shall
convey
or deliver any Written Communication to any person in connection
with
the initial offering of the Certificates, unless such Written
Communication (i) is made in reliance on Rule 134 under the Act,
(ii)
constitutes a prospectus satisfying the requirements of
10
Rule 430B under the Act or (iii) constitutes a Free Writing
Prospectus
(as defined in Section 1.1(c) above) consisting solely of (x)
information of a type included within the definition of ABS
Informational and Computational Materials (as defined below), (y)
Permitted Additional Materials or (z) information accurately
extracted
from the Preliminary Prospectus Supplement or any Issuer Free
Writing
Prospectus and included in any Underwriter Prepared Issuer FWP or
any
Underwriter Free Writing Prospectus.
(b) Each Underwriter shall comply with all applicable laws and
regulations in connection with the use of Free Writing
Prospectuses,
including but not limited to Rules 164 and 433 of the 1933 Act
Regulations and all Commission guidance relating to Free Writing
Prospectuses, including but not limited to Commission Release No.
33-8591.
(c) It is understood and agreed that all information provided by
an Underwriter to or through Bloomberg or Intex or similar entities
for use by prospective investors, or imbedded in any CDI file
provided
to prospective investors, or in any email or other electronic
message
provided to prospective investors, to the extent constituting a
Free
Writing Prospectus, shall be deemed for purposes of this Agreement
to
be an Underwriter Free Writing Prospectus prepared by such
Underwriter
and shall not be subject to the required consent of the Company set
forth in the third sentence in Section 4.4(e). In connection
therewith, such Underwriter agrees that it shall not provide any
information constituting Issuer Information through the foregoing
media unless (i) such information or substantially similar
information
is contained either in an Issuer Free Writing Prospectus or in an
Underwriter Prepared Issuer FWP in compliance with Section 4.4(e)
or
(ii) to the extent such information consists of the terms of the
Certificates, the final version of the terms of the Certificates or
substantially similar information is contained either in an Issuer
Free Writing Prospectus or in an Underwriter Prepared Issuer FWP in
compliance with Section 4.4(e).
(d) All Free Writing Prospectuses provided to prospective
investors, whether or not filed with the Commission, shall bear a
legend including the following statement (or a substantially
similar
statement approved by the Company):
"THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING
A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION
(THE SEC) FOR THE OFFERING TO WHICH THIS COMMUNICATION
RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS
IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE
DEPOSITOR HAS FILED WITH THE SEC FOR MORE COMPLETE
INFORMATION ABOUT THE DEPOSITOR AND THE OFFERING. YOU MAY
GET THESE DOCUMENTS AT NO CHARGE BY VISITING EDGAR ON THE
SEC WEB SITE AT
11
WWW.SEC.GOV. ALTERNATIVELY, THE DEPOSITOR, ANY UNDERWRITER
OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO
SEND YOU THE PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY
CALLING TOLL-FREE 1-8[XX-XXX-XXXX] OR VIA EMAIL AT
_________."
Each of the Underwriters and the Company shall have the right to
request
additional specific legends or notations to appear on any Free
Writing
Prospectus and shall have the right to require changes regarding
the use of
terminology and the right to determine the types of information
appearing
therein with the approval of the Underwriters or the Company, as
a
