Exhibit 1.1
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
MORTGAGE PASS-THROUGH CERTIFICATES
UNDERWRITING AGREEMENT
Dated: [___________]
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Dear Ladies and Gentlemen:
1. INTRODUCTION. Structured Asset Mortgage Investments II Inc.,
a
Delaware corporation (the "Depositor"), from time to time proposes
to issue and
sell Mortgage Pass-Through Certificates ("Certificates") 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 Certificates
of each
series will be issued pursuant to a pooling and servicing agreement
(each, a
"Pooling and Servicing Agreement") among the Depositor, , as
depositor, EMC
Mortgage Corporation, as Seller and certain instances, as company,
one or more
master servicers, a third-party trustee (the "Trustee") and, in
certain
instances, a securities administrator (the "Securities
Administrator"). Upon
issuance, the Certificates of each series will evidence undivided
interests in
the Trust Fund (as defined in the Pooling and Servicing Agreement)
established
for such series containing mortgages or, in the event the Trust
Fund, or a
portion thereof, constitutes a real estate mortgage investment
conduit
("REMIC"), the Trust Fund may contain interests issued by a trust
which will
contain mortgages, all as described in the Prospectus (as defined
below). Terms
not defined herein which are defined in the Pooling and Servicing
Agreement
shall have the meanings ascribed to them in the Pooling and
Servicing Agreement.
Whenever the Depositor determines to make an offering of a Series
of
Certificates (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 Certificates 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 (collectively,
the
"Underwriters," which term shall include you whether acting alone
in the sale of
Certificates 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 Certificates to be issued and their terms not otherwise
specified in the
Pooling and Servicing Agreement, the price at which the
Certificates are to be
purchased by each of the Underwriters from the Depositor and the
initial public
offering price or the method by which the price at which the
Certificates 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 Depositor.
Each Offering
governed by this Agreement, as supplemented by the applicable Terms
Agreement,
shall inure to the benefit of and be binding upon the Depositor and
each of the
Underwriters participating in the Offering of such
Certificates.
The Depositor hereby agrees with the Underwriters as follows:
2. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The
Depositor
represents and warrants to you as of the date hereof, and to each
Underwriter
named in the applicable Terms Agreement as of the date of such
Terms Agreement,
as follows:
(a) A registration statement on Form S-3, including a prospectus,
and
such amendments thereto as may have been required to the date
hereof, relating
to the Certificates and the offering thereof from time to time in
accordance
with Rule 415 under the Securities Act of 1933, as amended (the
"Act"), have
been filed with the Securities and Exchange Commission (the
"Commission") and
such registration statement as amended has become effective. Such
registration
statement as amended and the prospectus relating to the sale of
Certificates
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 (the "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 Certificates to which it relates. The conditions of
Rule 415 under
the Act have been satisfied with respect to the Depositor and the
Registration
Statement. The Depositor further proposes to prepare, after the
final terms of
all classes of the Certificates have been established, either a
Free Writing
Prospectus that will contain substantially all information that
will appear in
the Prospectus Supplement, to the extent that such information is
known at that
time and minus specific sections including the Method of
Distribution section or
an Iterative Information Package (such Free Writing Prospectus,
together with
the Basic Prospectus, or any Iterative Information Package, the
"Definitive Free
Writing Prospectus"). The Definitive Free Writing Prospectus must
be provided to
each investor prior to the time of Contract of Sale (as defined
herein). An
"Iterative Information Package" shall mean with respect to any
class of
Certificates, collectively the following documents: (i) one or more
term sheets
or other Written Communications, providing information about that
class of
Certificates and the structure and other cash flow characteristics
thereof,
information regarding the payment priority of such certificates,
the basic terms
of any credit enhancements, including any subordination, as known
at the time of
such term sheet, factual information about the Mortgage Loans
(other than any
Underwriter Derived Information) as known at the time of such term
sheet,
information regarding the parties to the transaction as known at
the time of
such term sheet, and the tax, ERISA and SMMEA characteristics of
that class of
Certificates as known at the time of such term sheet, (ii) a term
sheet
supplement, containing relevant risk factors and additional
information similar
to the information in the Prospectus Supplement to the extent known
at the time
of such term sheet supplement, and (iii) the Prospectus, which may
be provided
by a link to a website. Each of the items described in (i) and (ii)
in the
preceding sentence shall constitute a Free Writing Prospectus.
(b) On the effective date of the Registration Statement, the
Registration Statement and the Prospectus and any static pool
information
provided by the Depositor pursuant to Regulation AB Item 1105(a),
(b) and (c),
but deemed excluded from the Registration Statement and the
Prospectus pursuant
to Regulation AB Item 1105(d) 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 and any static
pool
information provided by the Depositor pursuant to Regulation AB
Item 1105(a),
(b) and (c), but deemed excluded from the Registration Statement
and the
Prospectus pursuant to Regulation AB Item 1105(d) 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 statements
therein, in light of
the circumstances under which they are made, not misleading;
provided, however,
that the foregoing does not apply to any information contained in
or omitted
from the portions of the Prospectus set forth under the caption
"Method of
Distribution" relating to the Certificates and the stabilization
legend required
by Item 502(d)(1) under Regulation S-K of the Act (the
"Underwriter
Information"). In addition, the Definitive Free Writing Prospectus,
as of the
date thereof and as of the Closing Date, did not and 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. The
effective date
shall mean the earlier of the date by which the Prospectus
Supplement is first
used and the time of the first Contract of Sale to which such
Prospectus
Supplement relates.
(c) Since the respective dates as of which information is given in
the
Registration Statement and the Prospectus except as otherwise
stated therein,
(A) there has been no material adverse change in the condition,
financial or
otherwise, earnings, affairs, regulatory situation or business
prospects of the
Depositor whether or not arising in the ordinary course of business
and (B)
there have been no transactions entered into by the Depositor which
are
material, other than those in the ordinary course of business.
(d) The Depositor is not, as of the date upon which it delivers
the
Definitive Free Writing Prospectus, an Ineligible Issuer, as such
term is
defined in Rule 405 of the 1933 Act Regulations.
(e) This Agreement has been, and the Pooling and Servicing
Agreement
when executed and delivered as contemplated hereby and thereby will
have been,
duly executed and delivered by the Depositor and each constitutes,
or will
constitute when so executed and delivered, a legal, valid and
binding instrument
enforceable against the Depositor 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).
(f) At the applicable Closing Date, each applicable Terms
Agreement
will have been duly authorized, executed and delivered by the
Depositor and will
be a legal, valid and binding obligation of the Depositor
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).
(g) The issuance of the Certificates has been duly authorized by
the
Depositor and, when such Certificates are executed and
authenticated in
accordance with the Pooling and Servicing Agreement and delivered
against
payment pursuant to this Agreement, such Certificates will be
validly issued and
outstanding; and the Certificates will be entitled to the benefits
provided by
the Pooling and Servicing Agreement. The Certificates are in all
material
respects in the form contemplated by the Pooling and Servicing
Agreement.
(h) Neither the Depositor nor the Trust Fund is or, as a result of
the
offer and sale of the Certificates 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.
(i) The representations and warranties made by the Depositor in
the
Pooling and Servicing Agreement and made in any Officer's
Certificate of the
Depositor delivered pursuant to the Pooling and Servicing Agreement
will be true
and correct at the time made and on the Closing Date.
3. PURCHASE, SALE AND DELIVERY OF CERTIFICATES. Delivery of and
payment for the Certificates 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 Certificates shall be made by the
Depositor to
each Underwriter 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
Certificates 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 each
Underwriter
proposes to offer the Certificates for sale to the public as set
forth in the
Prospectus.
(a) It is understood that each Underwriter proposes to offer
and/or
solicit offers for the Certificates to be purchased by it for sale
to the public
as set forth in the Prospectus and each Underwriter agrees that all
such offers,
solicitations and sales by it shall be made in compliance with all
applicable
laws and regulations. Prior to the date hereof, you have not
offered, pledged,
sold, disposed of or otherwise transferred any Certificate or any
security
backed by the Mortgage Loans, any interest in any Certificate or
such security
or any Mortgage Loan.
(b) It is understood that each Underwriter will solicit offers
to
purchase the Certificates as follows:
(1) Prior to the time you have received the Definitive Free
Writing Prospectus you may, in compliance with the provisions of
this
Agreement, solicit offers to purchase Certificates; provided that,
you
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 the investor's receipt of the Definitive Free Writing
Prospectus.
(2) Any Free Writing Prospectus (other than the Definitive Free
Writing Prospectus) relating to the Certificates used 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
shall
prominently set forth substantially the following statement:
The information in this free writing prospectus is
preliminary, and will be superseded by the Definitive Free
Writing Prospectus. 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. We will not accept any offer by you
to purchase Certificates, and you will not have any
contractual commitment to purchase any of the Certificates
until after you have received the Definitive Free Writing
Prospectus. You may withdraw your offer to purchase
Certificates at any time prior to our acceptance of your
offer.
"Written Communication" has the same meaning as that term is
defined in
in
Rule 405 of the 1933 Act Regulations.
(3) Any Free Writing Prospectus relating to the Certificates
and
used
by an Underwriter in connection with marketing the
Certificates,
including the Definitive Free Writing Prospectus, shall prominently
set
forth substantially the following statement:
The Certificates referred to in these materials are being
sold when, as and if issued. You are advised that
Certificates may not be issued that have the characteristics
described in these materials. Our 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 we do not deliver such
Certificates, we 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.
(c) It is understood that you will not enter into a Contract of
Sale
with any investor until the Definitive Free Writing Prospectus has
been conveyed
to the investor. For purposes of this Agreement, "Contract of Sale"
shall have
the same meaning as in Rule 159 of the 1933 Act Regulations and all
Commission
guidance relating to Rule 159. The Definitive Free Writing
Prospectus shall
prominently set forth substantially the following statement:
This Definitive Free Writing Prospectus supersedes the information
in
any free writing prospectus previously delivered in connection
with
this offering, to the extent that this Definitive Free Writing
Prospectus is inconsistent with any information in any free
writing
prospectus delivered in connection with this offering.
(d) It is understood that each Underwriter may prepare and provide
to
prospective investors certain Free Writing Prospectuses (as defined
below),
subject to the following conditions:
(1) Unless preceded or accompanied by a prospectus satisfying
the
requirements of Section 10(a) of the Act, an Underwriter shall not
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 Rule 430B under the Act,
(iii)
is
the Definitive Free Writing Prospectus, or (iv) both (1)
constitutes a
Free
Writing Prospectus (as defined below) used in reliance on Rule 164
and
(2)
includes only information that is within the definition of ABS
Informational and Computational Materials as defined in Item 1100
of
Regulation AB, or Permitted Additional Materials.
(2) 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.
(3) For purposes hereof, "Free Writing Prospectus" shall have
the
meaning given such term in Rules 405 and 433 of the 1933 Act
Regulations.
"Issuer Information" shall mean information included in a Free
Writing
Prospectus that both (i) is within the types of information
specified in
clauses (1) to (5) of footnote 271 of Commission Release No.
33-8591
(Securities Offering Reform) as shown in Exhibit C hereto and (ii)
has been
either prepared by, or has been reviewed and approved by, the
Depositor.
"Underwriter Derived Information" shall refer to information of the
type
described in clause (5) of such footnote 271 when prepared by
an
Underwriter. "Permitted Additional Materials" shall mean
information that
is
not ABS Informational and Computational Materials and (x) that
are
referred to in Section 4(d)(12)), (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
Depositor
has
provided written consent to the Underwriter to include in a
Free
Writing Prospectus. As used herein with respect to any Free
Writing
Prospectus, "Pool Information" shall mean the information with
respect to
the
characteristics of the Mortgage Loans and administrative and
servicing
fees, as provided by or on behalf of the Depositor to the
Underwriter at
the
time most recent to the date of such Free Writing Prospectus.
(4) All Free Writing Prospectuses provided to prospective
investors, whether or not filed with the Commission, shall bear a
legend
including substantially the following statement:
"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 ISSUER HAS FILED WITH THE SEC FOR MORE
COMPLETE INFORMATION ABOUT THE ISSUER AND THE OFFERING. YOU
MAY GET THESE DOCUMENTS AT NO CHARGE BY VISITING EDGAR ON
THE SEC WEB SITE AT WWW.SEC.GOV [AT
"WWW.BEARSTEARNS.COM/PROSPECTUS/SAMI", OR AT UNDERWRITER
WEBSITE]. ALTERNATIVELY, THE ISSUER, 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 1-866-803-9204 OR VIA E-MAIL AT
________________________.
The
Depositor shall have the right to require additional specific
legends
or
notations to appear on any Free Writing Prospectus, 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
Underwriter
(which shall not be unreasonably withheld).
(5) Each Underwriter shall deliver to the Depositor and its
counsel, (in such format as required by the Depositor) prior to
the
proposed date of first use thereof, (i) any Free Writing
Prospectus
prepared by or on behalf of that Underwriter that contains any
information
that, if reviewed and approved by the Depositor, would be
Issuer
Information, and (ii) any Free Writing Prospectus or portion
thereof
prepared by that Underwriter that contains only a description of
the final
terms of the Certificates after such terms have been established
for all
classes of Certificates being publicly offered. No information in
any Free
Writing Prospectus (other than the Definitive Free Writing
Prospectus)
shall consist of information of a type that is not included within
the
definition of ABS Informational and Computational Materials, or is
not
Permitted Additional Materials. To facilitate filing to the extent
required
by
Section 5(b) or 4(f), as applicable, all Underwriter Derived
Information
shall be set forth in a document separate from the document
including
Issuer Information. All Free Writing Prospectuses described in
this
subsection (5) must be approved by the Depositor before the
Underwriter
provides the Free Writing Prospectus to investors pursuant to the
terms of
this
Agreement. Notwithstanding the foregoing, the Underwriter shall not
be
required to deliver any Free Writing Prospectus to the extent that
it does
not
contain substantive changes from or additions to any Free
Writing
Prospectus previously approved by the Depositor.
(6) Each Underwriter shall provide the Depositor with a letter
from
[___________], certified public accountants, prior to the
Closing
Date, with respect to any Free Writing Prospectus provided by
that
Underwriter to the Depositor under Section 4(d)(5), satisfactory in
form
and
substance to the Depositor and their counsel and the Underwriter,
to
the
effect that such accountants have performed certain specified
procedures, all of which have been agreed to by the Depositor and
the
Underwriter, as a result of which they determined that all
accounting,
financial or statistical information that is included in such Free
Writing
Prospectus, is accurate except as to such matters that are not
deemed by
the
Depositor and the Underwriter to be material. The foregoing
letter
shall be at the expense of the respective Underwriter.
(7) None of the information in the Free Writing Prospectuses
may
conflict with the information contained in the Prospectus or
the
Registration Statement.
(8) The Depositor shall not be obligated to file any Free
Writing
Prospectuses that have been determined to contain any material
error or
omission, unless the Depositor is required to file the Free
Writing
Prospectus pursuant to Section 5(b) below. In the event that an
Underwriter
becomes aware that, as of the date on which an investor entered
into an
agreement to purchase any Certificates, any Free Writing
Prospectus
prepared by or on behalf of that Underwriter and delivered to such
investor
contained any untrue statement of a material fact or omitted to
state a
material fact necessary in order to make the statements contained
therein,
in
light of the circumstances under which they were made, not
misleading
(such Free Writing Prospectus, a "Defective Free Writing
Prospectus"), such
Underwriter shall notify the Depositor thereof as soon as practical
but in
any
event within one business day after discovery.
(9) If any Underwriter does not provide any Free Writing
Prospectuses to the Depositor pursuant to subsection (5) above,
that
Underwriter shall be deemed to have represented, as of the Closing
Date,
that
it did not provide any prospective investors with any information
in
written or electronic form in connection with the offering of
the
Certificates that is
required to be filed with the Commission by the
Depositor as a Free Writing Prospectus (other than the Definitive
Free
Writing Prospectus) in accordance with the 1933 Act
Regulations.
(10) In the event of any delay in the delivery by the
Underwriter
to
the Depositor of any Free Writing Prospectuses required to be
delivered
in
accordance with subsection (5) above, or in the delivery of the
accountant's comfort letter in respect thereof pursuant to
subsection (6)
above, the Depositor shall have the right to delay the release of
the
Prospectus to investors or to the Underwriter, to delay the Closing
Date
and
to take other appropriate actions in each case as necessary in
order to
allow the Depositor to
comply with its agreement set forth in Section 5(b)
to
file the Free Writing Prospectuses by the time specified
therein.
(11) Each Underwriter represents that it has in place, and
covenants that it shall maintain internal controls and procedures
which it
reasonably believes to be sufficient to ensure full compliance with
all
applicable legal requirements of the 1933 Act Regulations with
respect to
the
generation and use of Free Writing Prospectuses in connection with
the
offering of the Certificates. In addition, each Underwriter shall,
for a
period of at least three years after the date hereof, maintain
written
and/or electronic records of any Free Writing Prospectus used to
solicit
offers to purchase Certificates to the extent not filed with
the
Commission.
(12) It is understood and agreed that all information provided
by
any
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, to the extent constituting a Free
Writing
Prospectus, shall be deemed for all purposes hereof to be a Free
Writing
Prospectus not containing Issuer Information. In connection
therewith, the
Underwriter agrees that it shall not provide any information
constituting
Issuer Information through the foregoing media unless that
information is
contained either in the Definitive Free Writing Prospectus or in a
Free
Writing Prospectus delivered in compliance with Section
4(d)(5).
(e) Each Underwriter covenants with the Depositor that after the
final
Prospectus is available such Underwriter shall not distribute any
written
information concerning the Certificates to a prospective investor
unless such
information is preceded or accompanied by the final Prospectus. It
is understood
and agreed that the use of written information in accordance with
the preceding
sentence is not a Free Writing Prospectus and is not otherwise
restricted or
governed in any way by this Agreement.
(f) Each Underwriter shall file any Free Writing Prospectus that
has
been distributed by that Underwriter in a manner that could lead to
its broad,
unrestricted dissemination not later than the date of first use;
provided that,
if that Free Writing Prospectus contains only information of a type
included
within the definition of ABS Informational and Computational
Materials then such
filing shall be made within the later of (i) two business days
after the
Underwriter first provides this information to investors and (ii)
the date upon
which the Depositor is required to file the Prospectus Supplement
with the
Commission pursuant to Rule 424(b)(5) of the 1933 Act Regulations;
provided
further, that the Depositor shall not be required to file any Free
Writing
Prospectus that does not contain substantive changes from or
additions to a Free
Writing Prospectus previously filed with the Commission.
(g) Each Underwriter further agrees that (i) if the Prospectus is
not
delivered with the confirmation in reliance on Rule 172, it will
include in
every confirmation sent out the notice required by Rule 173
informing the
investor that the sale was made pursuant to the Registration
Statement and that
the investor may request a copy of the Prospectus from such
Underwriter; (ii) if
a paper copy of the Prospectus is requested by a person who
receives a
confirmation, such Underwriter shall deliver a paper copy of such
Prospectus;
(iii) if an electronic copy of the Prospectus is delivered by an
Underwriter for
any purpose, such copy shall be the same electronic file containing
the
Prospectus in the identical form transmitted electronically to such
Underwriter
by or on behalf of the Depositor specifically for use by such
Underwriter
pursuant to this Section 4(h) ; for example, if the Prospectus is
delivered to
an Underwriter by or on behalf of the Depositor in a single
electronic file in
.pdf format, then such Underwriter will deliver the electronic copy
of the
Prospectus in the same single electronic file in .pdf format. Each
Underwriter
further agrees that (i) if it delivers to an investor the
Prospectus in .pdf
format, upon such Underwriter's receipt of a request from the
investor within
the period for which delivery of the Prospectus is required, such
Underwriter
will promptly deliver or cause to be delivered to the investor,
without charge,
a paper copy of the Prospectus and (ii) it will provide to the
Deposito
