Exhibit 1.1
USAA AUTO OWNER TRUST 20__-[ ]
Asset Backed Notes
USAA FEDERAL SAVINGS BANK
(SELLER AND SERVICER)
USAA ACCEPTANCE, LLC
(DEPOSITOR)
FORM OF UNDERWRITING AGREEMENT
------------------------------
______________, 20__
[Underwriter[s]]
[Address]
[As Joint Global Coordinators,
Bookrunners and Representatives of the
Several Underwriters named
on Schedule I hereto]
Dear Ladies and Gentlemen:
USAA
Acceptance, LLC, a Delaware limited liability company (the
"Depositor"), proposes to form a Delaware statutory trust, USAA
Auto Owner
Trust 20__-[ ] (the "Issuer"), pursuant to an amended and restated
trust
agreement to be dated as of [ ], 20__ (the "Trust Agreement"),
between the
Depositor and [ ], as owner trustee (the "Owner Trustee"), which
will issue
(i) $[ ] principal amount of its Class [ ] [ ]% Asset Backed Notes
(the "Class
[ ] Notes"), (ii) $[ ] principal amount of its Class [ ] [ ]% Asset
Backed
Notes (the "Class [ ] Notes"), (iii) [ ] principal amount of its
Class [ ] [
]% Asset Backed Notes (the "Class [ ] Notes")[,] [and] (iv) $[ ]
principal
amount of its Class [ ] [ ]% Asset Backed Notes (the "Class [ ]
Notes" and,
together with the Class [ ] Notes, the Class [ ] Notes and the
Class [ ]
Notes, the "Underwritten Notes") [and (v) $[ ] principal amount of
its Class
[ ] [ ]% Asset Backed Notes (the "Class [ ] Notes" and, together
with the
Underwritten Notes, the "Notes")] pursuant to an indenture to be
dated as of
[ ], 20__ (the "Indenture"), between the Issuer and [ ], as
indenture trustee
(the "Indenture Trustee"). The Issuer will also issue $___________
certificate
balance of its [Class [ ] [ ]% Asset Backed Certificates] [a
certificate] (the
"Certificate[s]" and, together with the Notes, the "Securities").
The assets
of the Issuer will include, among other things, a pool of motor
vehicle
installment loans made by USAA Federal Savings Bank, a federally
chartered
savings association (the "Bank"), and secured by new and used cars
and light
duty trucks (the "Receivables"), certain monies due or received
thereunder on
or after [ ], 20__, security interests in the vehicles financed
thereby,
certain accounts, and the proceeds
<PAGE>
thereof, and the proceeds from claims on certain insurance
policies. The
Receivables will be transferred to the Depositor by the Bank, as
seller (in
such capacity, the "Seller"), pursuant to a receivables purchase
agreement to
be dated as of [ ], 20__ (the "Receivables Purchase Agreement"),
between the
Seller and the Depositor, as purchaser (the "Purchaser"), and the
Depositor
will transfer the Receivables to the Issuer in exchange for the
Securities,
pursuant to a sale and servicing agreement to be dated as of [ ],
20__ (the
"Sale and Servicing Agreement"), among the Depositor, the Bank, as
Seller and
servicer (in such capacity, the "Servicer"), and the Issuer. The
Servicer will
service the Receivables pursuant to the Sale and Servicing
Agreement.
Capitalized terms used and not otherwise defined herein shall have
the
meanings ascribed thereto in the Sale and Servicing Agreement.
At or prior to the time when sales to purchasers of the
Underwritten
Notes were first made to investors by the several Underwriters
named in
Schedule I hereto (the "Underwriters"), which was approximately [ ]
a.m. on [
], 20__ (the "Time of Sale"), the Depositor had prepared the
following
information (collectively, the "Time of Sale Information"): the
Preliminary
Prospectus Supplement dated [ ], 20__ to the Prospectus (as defined
below)
(together, along with information referred to under the caption
"Static Pool
Data" therein regardless of whether it is deemed a part of the
Registration
Statement or Prospectus, the "Preliminary Prospectus"). If,
subsequent to the
Time of Sale and prior to the Closing Date (as defined below),
such
information included an untrue statement of material fact or
omitted to state
a material fact necessary in order to make the statements therein,
in the
light of the circumstances under which they were made, not
misleading, and as
a result investors in the Underwritten Notes may terminate their
old
"Contracts of Sale" (within the meaning of Rule 159 under the
Securities Act
of 1933, as amended (the "Securities Act")) for any Underwritten
Notes and the
Underwriters enter into new Contracts of Sale with investors in
the
Underwritten Notes, then "Time of Sale Information" will refer to
the
information conveyed to investors at the time of entry into the
first such new
Contract of Sale, in an amended Preliminary Prospectus approved by
the
Depositor and the Representatives that corrects such material
misstatements or
omissions (a "Corrected Prospectus") and "Time of Sale" will refer
to the time
and date on which such new Contracts of Sale were entered into.
This is to confirm the agreement concerning the purchase of the
Underwritten Notes from the Depositor by the Underwriters.
1.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE DEPOSITOR AND
THE
BANK. Each of the Depositor and the Bank (each, a "Representing
Party" and,
collectively, the "Representing Parties") makes the representations
and
warranties set forth below. To the extent that a representation or
warranty
specifically relates to the Depositor, the representation or
warranty solely
with respect to the Depositor is only made by the Depositor and to
the extent
a representation or warranty specifically relates to the Bank,
the
representation or warranty solely with respect to the Bank is only
made by the
Bank.
(a) A registration
statement on Form S-3 (No. 333-131356) relating
to
the [Securities] [Notes] has been filed by Depositor with the
Securities and Exchange Commission (the "Commission") and has
become
effective and is still effective as of the date hereof under
the
Securities Act. The Depositor proposes to file with the
Commission
pursuant to Rule 424(b) of the rules and regulations of the
Commission
2
<PAGE>
under the Securities Act (the "Rules and Regulations") a
prospectus
supplement dated [ ], 20__ (together with
information referred to under
the
caption "Static Pool Data" therein regardless of whether it is
deemed
a
part of the Registration Statement or Prospectus, the
"Prospectus
Supplement") to the prospectus dated [ ], 20__,
relating to the
[Securities] [Notes] and the method of distribution thereof. Copies
of
such
registration statement, any amendment or supplement thereto,
such
prospectus, the Preliminary Prospectus and the Prospectus
Supplement have
been
delivered to you. Such registration statement, including
exhibits
thereto, and such prospectus, as amended or supplemented to the
date
hereof, and as further supplemented by the Prospectus Supplement,
are
hereinafter referred to as the "Registration Statement" and the
"Prospectus," respectively. The conditions to the use of a
registration
statement on Form S-3 under the Securities Act have been satisfied.
The
Depositor has filed the Preliminary Prospectus and it has done so
within
the
applicable period of time required under the Securities Act and
the
Rules and Regulations.
(b) The Registration Statement, at the time it became effective,
any
post-effective amendment thereto, at the time it became effective,
and
the
Prospectus, as of the date of the Prospectus Supplement, complied
and
on
the Closing Date will comply in all material respects with the
applicable requirements of the Securities Act and the Rules and
Regulations and the Trust Indenture Act of 1939, as amended (the
"Trust
Indenture Act"), and the rules and regulations of the
Commission
thereunder. The Registration Statement, as of the applicable
effective
date
as to each part of the Registration Statement pursuant to Rule
430B(f)(2) and any amendment thereto, did not include 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. The Preliminary Prospectus, as of its date and as of
the
Time
of Sale, did not contain an untrue statement of a material fact
and
did
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. The Prospectus, as of the date of the
Prospectus Supplement and as of the Closing Date, does not and will
not
contain any untrue statement of a material fact and did not and
will not
omit
to state any material fact necessary in order to make the
statements
therein, in the light of the circumstances under which they were
made,
not
misleading. The representations and warranties in the three
preceding
sentences do not apply to (i) that part of the Registration
Statement
which shall constitute the Statement of Eligibility and
Qualification
(Form T 1) of the Indenture Trustee under the Trust Indenture Act
or (ii)
that
information contained in or omitted from the Registration
Statement
or
the Prospectus (or any amendment or supplement thereto) in
reliance
upon
and in conformity with the Underwriters' Information (as
defined
herein). The Indenture has been qualified under the Trust Indenture
Act.
(c) The Time of Sale Information, at the Time of Sale, did not,
and
at
the Closing Date will not, contain any untrue statement of a
material
fact
or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they
were
made, not misleading; provided that the Depositor makes no
representation and warranty with respect to any statements or
3
<PAGE>
omissions made in reliance upon and in conformity with the
Underwriters'
Information.
(d) The documents incorporated by reference in the Prospectus,
when
they
were filed with the Commission, conformed in all material
respects
to
the requirements of the Securities Act or the Securities Exchange
Act
of
1934, as amended (the "Exchange Act"), as applicable, and the
rules
and
regulations thereunder; and any further documents so filed and
incorporated by reference in the Prospectus, when such documents
are
filed with the Commission, will conform in all material respects to
the
requirements of the Securities Act or the Exchange Act, as
applicable,
and
the Rules and Regulations.
(e) The Bank has been duly organized and is validly existing as
a
federally chartered savings association and is a member of the
Federal
Home
Loan Bank System. The Bank is in good standing with the Office
of
Thrift Supervision and has the power and authority (corporate and
other)
to
own, lease and operate its properties and to conduct its business
as
such
properties are presently owned, leased and operated and as such
business is presently conducted, and had at all relevant times, and
now
has,
the power, authority and legal right to own and sell the
Receivables.
(f) The Depositor has been duly organized and is validly existing
as
a
limited liability company under the laws of the State of Delaware,
and
all
filings required at the date hereof under the Delaware Limited
Liability Company Act (6 Del. C. ss.18-101, et seq.) (the "LLC
Act") with
respect to the due formation and valid existence of the Depositor
as a
limited liability company have been made; and the Depositor is
duly
qualified or registered as a foreign limited liability company
to
transact business and is in good standing in each jurisdiction in
which
such
qualification or registration is required, whether by reason of
ownership of property or the conduct of business, and the failure
to so
qualify or register would have a materially adverse effect on
the
Depositor and now has the power, authority and legal right to
acquire,
own
and sell the Receivables.
(g) The representations and warranties of the Bank in Section
3.02
of
the Receivables Purchase Agreement will be true and correct as of
the
Closing Date.
(h) The representations and warranties of the Depositor in
Section
5.1
of the Sale and Servicing Agreement will be true and correct as
of
the
Closing Date.
(i) The representations and warranties of the Bank in Section 6.1
of
the
Sale and Servicing Agreement will be true and correct as of the
Closing Date.
(j) Each Representing Party has the power and authority to
execute
and
deliver this Agreement and to carry out the terms of this
Agreement
and
the execution, delivery and performance by each Representing Party
of
this
Agreement has been duly authorized by such Representing Party.
(k) This Agreement has been duly executed and delivered by the
Representing Parties.
4
<PAGE>
(l) When authenticated by the Owner Trustee in accordance with
the
Trust Agreement, the Certificate will be duly issued and entitled
to the
benefits and security afforded by the Trust Agreement and the Sale
and
Servicing Agreement.
(m) When authenticated by the Indenture Trustee in accordance
with
the
Indenture and delivered and paid for pursuant to this Agreement,
the
Notes will be duly issued and constitute legal, valid and
binding
obligations of the Issuer enforceable against the Issuer in
accordance
with
their terms, except as enforceability may be limited by
applicable
bankruptcy, insolvency, reorganization, or other similar laws
affecting
the
enforcement of creditors' rights in general or the rights of
creditors of federal savings associations and by general principles
of
equity, regardless of whether such enforcement is considered in
a
proceeding in equity or at law.
(n) The execution, delivery and performance of this Agreement
and
the
consummation by each of the Representing Parties of the
transactions
contemplated hereby shall not conflict with, result in any breach
of any
of
the terms and provisions of or constitute (with or without notice
or
lapse of time) a default under, the organizational documents of
such
Representing Party, or any indenture, agreement or other instrument
to
which such Representing Party is a party or by which such
Representing
Party is bound, or violate any law or any order, rule or
regulation
applicable to such Representing Party of any court or of any
federal or
state regulatory body, administrative agency or other
governmental
instrumentality having jurisdiction over such Representing Party or
any
of
its properties; and, except for the registration of the
[Securities]
[Notes] under the Securities Act, the qualification of the
Indenture
under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required
under
the
Exchange Act and applicable state securities laws in connection
with
the
purchase and distribution of the Underwritten Notes by the
Underwriters, no permit, consent, approval of, or declaration to
or
filing with, any governmental authority is required in connection
with
the
execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby.
(o) There are no proceedings or investigations pending or, to
the
knowledge of each Representing Party, threatened before any
court,
regulatory body, administrative agency or other tribunal or
governmental
instrumentality having jurisdiction over such Representing Party or
its
properties (i) asserting the invalidity of this Agreement or any of
the
Securities, (ii) seeking to prevent the issuance of any of the
Securities
or
the consummation of any of the transactions contemplated by
this
Agreement, (iii)
seeking any determination or ruling that, if determined
adversely to such Representing Party, is reasonably likely to
materially
and
adversely affect the performance by such Representing Party, as
applicable, of its obligations under, or the validity or
enforceability
of,
the Securities or this Agreement, or (iv) that may adversely
affect
the
federal or state income, excise, franchise or similar tax
attributes
of
the Securities.
5
<PAGE>
(p) Each Representing Party (i) is not in violation of its
organizational documents, (ii) is not in default and no event
has
occurred which, with notice or lapse of time or both, would
constitute
such
a default, in the due performance or observance of any term,
covenant or condition contained in any indenture, agreement,
mortgage,
deed
of trust or other instrument to which such Representing Party is
a
party or by which such Representing Party is bound or to which any
of
such
Representing Party's property or assets is subject and (iii) is
not
in
violation in any respect of any law, order, rule or regulation
applicable to such Representing Party or any of such Representing
Party's
property of any court or of
any federal or state regulatory body,
administrative agency or other governmental instrumentality
having
jurisdiction over it or any of its property, except, in the case
of
clauses (ii) and (iii), for any defaults or violations that would
not,
individually or in the aggregate, have a material adverse effect on
(A)
the
performance by such Representing Party's of its obligations under,
or
the
validity or enforceability of, the Securities, the Basic Documents
or
this
Agreement or (B) the condition (financial or otherwise), results
of
operations, business or prospects of such Representing Party.
(q) None of the Issuer, the Depositor or the Bank is or upon
issuance of the [Securities] [Notes] and the application of the
proceeds
therefrom will be an "investment company" or under the "control" of
an
"investment company" within the meaning thereof as defined in
the
Investment Company Act of 1940, as amended.
(r) None of the
Depositor, the Bank or anyone acting on its behalf
has
taken any action that would require qualification of the Trust
Agreement under the Trust Indenture Act.
(s) As of the Time of Sale, the Depositor was not and as of the
Closing Date is not, an "ineligible issuer," as defined in Rule 405
under
the
Securities Act.
2.
PURCHASE BY THE UNDERWRITERS. On the basis of the
representations,
warranties and agreements contained herein, and subject to the
terms and
conditions set forth herein, the Depositor agrees to cause to be
issued by the
Issuer and the Depositor agrees to sell to each of the
Underwriters, severally
and not jointly, and each of the Underwriters, severally and not
jointly,
agrees to purchase from the Depositor, the respective principal
amount of
Underwritten Notes set forth opposite the name of such Underwriter
in Schedule
1 hereto at a purchase price equal to (i) with respect to the Class
[ ] Notes,
[ ]% of the principal amount thereof, (ii) with respect to the
Class [ ]
Notes, [ ]% of the principal amount thereof, (iii) with respect to
the Class [
] Notes, [ ]% of the principal amount thereof and (iv) with respect
to the
Class [ ] Notes, [ ]% of the principal amount thereof.
The
Depositor shall not be obligated to deliver any of the
Underwritten
Notes except upon payment in full for all the Underwritten Notes to
be
purchased as provided herein.
Delivery of and payment for the Underwritten Notes shall be made at
the
office of Sidley Austin LLP, New York, New York, or at such other
place as
shall be agreed upon by [ ] and [ ], as Representatives of the
Several
Underwriters named herein (the "Representatives"), and the
Depositor, at [ ]
a.m., New York time, on [ ], 20__, or
6
<PAGE>
at such other date or time, not later than five full business days
thereafter,
as shall be agreed upon by the Representatives and the Depositor
(such date
and time being referred to herein as the "Closing Date"). On the
Closing Date,
the Depositor shall deliver or cause to be delivered to the
Representatives
for the account of each Underwriter the Underwritten Notes against
payment to
or upon the order of the Depositor of the purchase price in
immediately
available funds. Time shall be of the essence, and delivery at the
time and
place specified pursuant to this Agreement is a further condition
of the
obligation of each Underwriter hereunder. Upon delivery, each class
of
Underwritten Notes shall be represented by one or more global
certificates
registered in the name of Cede & Co., as nominee of The
Depository Trust
Company ("DTC"). The interest of the beneficial owners of the
Underwritten
Notes will be represented by book-entries on the records of DTC
and
participating members thereof. Definitive certificates representing
the
Underwritten Notes will be available only under limited
circumstances.
3.
FURTHER AGREEMENTS OF THE DEPOSITOR AND THE BANK. (a) The
Depositor
agrees with each of the several Underwriters:
(i) To file the Prospectus Supplement with the Commission
pursuant to and in accordance with Rule 424(b) of the Rules and
Regulations within the time period prescribed by such rule and
provide evidence satisfactory to the Representatives of such
timely
filing.
(ii) During any period in which a prospectus relating to the
[Securities] [Notes] is required to be delivered under the
Securities Act: to advise the Representatives promptly of any
proposal to amend the Registration Statement or amend or
supplement
the Prospectus and not to effect any such amendment or
supplementation without the consent of the Representatives; to
advise the Representatives promptly of (A) the effectiveness of
any
post-effective amendment to the Registration Statement, (B) any
request by the Commission for any amendment of the Registration
Statement or the Prospectus or for any additional information,
(C)
the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation
or
threatening of any proceedings for that purpose, (D) the issuance
by
the Commission of any order preventing or suspending the use of
any
prospectus relating to the [Securities] [Notes] or the initiation
or
threatening of any proceedings for that purpose and (E) the
receipt
by the Depositor of any notification with respect to the
suspension
of the qualification of the [Securities] [Notes] for sale in
any
jurisdiction or the initiation or threatening of any proceeding
for
such purpose; and to use its reasonable best efforts to prevent
the
issuance of any such stop order or of any order preventing or
suspending the use of any prospectus relating to the
[Securities]
[Notes] or suspending any such qualification and, if any such
stop
order or order of suspension is issued, to obtain the lifting
thereof at the earliest possible time.
(iii) If, during any period in which a prospectus relating to
the [Securities] [Notes] is required to be delivered under the
Securities Act, any event shall have occurred as a result of
which
the Prospectus, as then amended or supplemented, would include
an
untrue statement of a material fact or omit to
7
<PAGE>
state any material fact necessary in order to make the
statements
therein, in the light of the circumstances, when such Prospectus
is
delivered to a purchaser, not misleading, or if for any other
reason
it shall be necessary at such time to amend or supplement the
Prospectus in order to comply with the Securities Act, to notify
the
Representatives immediately thereof, and to promptly prepare
and
file with the Commission, subject to paragraph (b) of this
Section
4, an amendment or a supplement to the Prospectus such that the
statements in the Prospectus, as so amended or supplemented
will
not, in the light of the circumstances, when the Prospectus is
delivered to a purchaser, be misleading, or such that the
Prospectus
will comply with the Securities Act.
(iv) To furnish promptly to each of the Representatives and
counsel for the Underwriters a signed copy of the Registration
Statement as originally filed with the Commission, and each
amendment thereto filed with the Commission, including all
consents
and exhibits filed therewith; and during the period described
in
paragraph (a)(iii) of this Section 4, to deliver promptly
without
charge to the Representatives such number of the following
documents
as the Representatives may from time to time reasonably request:
(A)
conformed copies of the Registration Statement as originally
filed
with the Commission and each amendment thereto (in each case
excluding exhibits other than this Agreement and each of the
Basic
Documents) and (B) any preliminary prospectus supplement,
including
the Preliminary Prospectus, the Prospectus and any amendment or
supplement thereto.
(v) During any period in which a prospectus relating to the
[Securities] [Notes] is required to be delivered under the
Securities Act, to file promptly with the Commission any
amendment
to the Registration Statement or the Prospectus or any supplement
to
the Prospectus that may, in the judgment of the Depositor or
the
Representatives, be required by the Securities Act or requested
by
the Commission.
(vi) For so long as any of the Underwritten Notes are
outstanding or until such time as the Underwriters shall cease
to
maintain a secondary market in the Underwritten Notes, to furnish
to
the Underwriters (A) copies of all materials furnished by the
Issuer
to the holders of the Underwritten Notes and all reports and
financial statements furnished by the Issuer to the Commission
pursuant to the Exchange Act or any rule or regulation of the
Commission thereunder and (B) from time to time, such other
information concerning the Depositor filed with any government
or
regulatory authority or national securities exchange which is
otherwise publicly available as the Representatives may
reasonably
request and such other information concerning the Issuer as the
Representatives may reasonably request.
(vii) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the
Underwritten
Notes for offering and sale under the securities laws of such
jurisdictions as the Representatives may request and to comply
with
such laws so as to permit the
8
<PAGE>
continuance of sales and dealings therein in such jurisdictions
for
as long as may be necessary to complete the distribution of the
Underwritten Notes; provided, that in connection therewith the
Depositor shall not be required to qualify to do business or to
file
a general consent to service of process in any jurisdiction.
(viii) During the period from the date of the Prospectus to and
including the business day after the Closing Date, to not offer
for
sale, sell, contract to sell or otherwise dispose of, directly
or
indirectly, or file a registration statement for, or announce
any
offering of, any securities collateralized by, or evidencing an
ownership interest in, a pool of installment loans for new and
used
cars and light duty trucks without the prior written consent of
the
Representatives.
(ix) For a period from the date of this Agreement until the
retirement of the Notes, to deliver to you the annual statement
of
compliance and the annual independent certified public
accountants'
report furnished to the Owner Trustee and the Indenture
Trustee,
pursuant to the Sale and Servicing Agreement, as soon as such
statements and reports are furnished to the Owner Trustee and
the
Indenture Trustee, respectively.
(x) To cause the Trust to make generally available to
Noteholders and to the Underwriters as soon as practicable an
earnings statement covering a period of at least twelve months
beginning with the first fiscal quarter of the Trust occurring
after
the effective date of the Registration Statement, which shall
satisfy the provisions of Section 11(a) of the Act and Rule 158
of
the Commission promulgated thereunder.
(xi) To file with the Commission the final terms of the
[Securities] [Notes] pursuant to Rule 433(d)(5) of the
Securities
Act.
(b)
The Depositor and the Bank agree with each of the several
Underwriters that to the extent, if any, that the ratings provided
with
respect to the Notes by [Moody's Investors Service, Inc.
("Moody's")] and
[Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies,
Inc. ("S&P")] are conditional upon the furnishing of documents
or the taking
of any other actions by the Bank or the Depositor, to furnish such
documents
and take any such other actions.
4. WRITTEN
COMMUNICATIONS.
(a) It is understood that, subject to the terms and
conditions hereof, the Underwriters propose to offer the
Underwritten
Notes for sale to the public as set forth in the Prospectus.
(b) The following terms have the specified meanings for
purposes of this Agreement:
(i) "Free Writing Prospectus" means and includes
any information relating to the Notes disseminated by the
Depositor or any Underwriter that
9
<PAGE>
constitutes a "free writing prospectus" within the meaning
of Rule 405 under the Securities Act.
(ii) "Issuer Information" means (1) the information
contained in any Underwriter Free Writing Prospectus which
information is also included in the Preliminary Prospectus
(other than Underwriter Information) and (2) information in
the Preliminary Prospectus that is used to calculate or
create any Derived Information.
(iii) "Derived Information" means such written
information regarding the Underwritten Notes as is
disseminated by any Underwriter to a potential investor,
which information is neither (A) Issuer Information nor (B)
contained in (1) the Registration Statement, the Preliminary
Prospectus, the Prospectus Supplement, the Prospectus or any
amendment or supplement to any of them, taking into account
information incorporated therein by reference (other than
information incorporated by reference from any information
regarding
the Underwritten Notes that is disseminated by any
Underwriter to a potential investor) or (2) any computer
tape in respect of the [Securities] [Notes] or the related
receivables furnished by the Depositor to any Underwriter.
(c) The Depositor will not disseminate to any potential
investor any information relating to the Underwritten Notes
that
constitutes a "written communication" within the meaning of Rule
405
under the Securities Act, other than the Time of Sale Information
and
the Prospectus, unless the Depositor has obtained the prior
consent
of the Representatives (which consent will not be unreasonably
withheld).
(d) Neither the Depositor nor any Underwriter shall
disseminate or file with the Commission any information relating
to
the [Securities] [Notes] in reliance on Rule 167 or 426 under
the
Securities Act, nor shall the Depositor or any Underwriter
disseminate any Underwriter Free Writing Prospectus (as defined
below) "in a manner reasonably designed to lead to its broad
unrestricted dissemination" within the meaning of Rule 433(d)
under
the Securities Act.
(e) Each Underwriter Free Writing Prospectus shall bear the
following legend, or a substantially similar legend that
complies
with Rule 433 under the Securities Act:
The Depositor has filed a registration statement (including
a prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read
the prospectus in that registration statement and other
documents the depositor has filed with the SEC for more
complete information about the depositor, the issuing trust,
and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the depositor, any underwriter or any dealer
participating in the offering will arrange to send you the
prospectus if you request it by calling toll-free
1-[_________].
10
<PAGE>
(f) In the event any Representing Party becomes aware that,
as of the Time of Sale, any Time of Sale Information contains
or
contained any untrue statement of material fact or omits or
omitted
to state a material fact necessary in order to make the
statements
contained therein (when read in conjunction with all Time of
Sale
Information) in light of the circumstances under which they
were
made, not misleading (a "Defective Prospectus"), such
Representing
Party shall promptly notify the Representatives of such untrue
statement or omission no later than one business day after
discovery
and the Depositor shall, if requested by the Representatives,
prepare
and deliver to the Underwriters a Corrected Prospectus.
(g) Each Underwriter represents, warrants, covenants and
agrees
with the Depositor that:
(i) Other than the Preliminary Prospectus and the
Prospectus, it
