EXHIBIT 1.1
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION
$[___] (Approximate)
Option One Mortgage Loan Trust [___]-[___]
Asset-Backed Certificates
Series [___]-[___]
UNDERWRITING AGREEMENT
[------------]
[Underwriters]
Ladies and Gentlemen:
Option One Mortgage Acceptance Corporation (the "Depositor"), a
Delaware corporation, has authorized the issuance and sale of
Option One
Mortgage Loan Trust [___]-[___], Asset-Backed Certificates, Series
[___]-[___],
Class [___] Certificates. Also issued are the Class C Certificates,
Class P
Certificates, the Class R Certificates and the Class R-X
Certificates
(collectively, the "Non-Offered Certificates"). The Offered
Certificates and the
Non-Offered Certificates are referred to as the Certificates
("Certificates").
Only the Class [___] Certificates (collectively the
"Underwritten
Certificates") are being purchased by the Underwriters named in
Schedule A
hereto, and the Underwriters are purchasing, severally, only the
Underwritten
Certificates set forth opposite their names in Schedule A, except
that the
amounts purchased by the Underwriters may change in accordance with
Section 10
of this Agreement.
The Certificates will be issued under a pooling and servicing
agreement
(the "Pooling and Servicing Agreement"), dated as of [____] among
the Depositor
as depositor, Option One Mortgage Corporation, as master servicer
(in such
capacity, the "Master Servicer") and [___], as the Trustee (in such
capacity,
the "Trustee"). Capitalized but undefined terms shall have the
meanings set
forth in the Pooling and Servicing Agreement.
The Certificates will evidence fractional undivided interests in
the
Trust (the "Trust") formed pursuant to the Pooling and Servicing
Agreement. The
assets of the Trust will initially include, among other things, a
pool of
fixed-rate and adjustable-rate mortgage loans (collectively the
"Mortgage
Loans"), the Net WAC Rate Carryover Reserve Account, the Interest
Coverage
Accounts, if any, the Swap Account (including any payments made
under the Swap
Administration Agreement deposited in the Trust) and such amounts
as may be held
by the Trustee in any other accounts held by the Trustee for the
Trust. First
and second deeds of trust or mortgages on one- to four-family
residential
properties secure the Mortgage Loans. A form of the Pooling and
Servicing
Agreement has been filed as an exhibit to the Registration
Statement.
The Certificates are more fully described in a Registration
Statement
which the Depositor has furnished to the Underwriters.
Pursuant to the Mortgage Loan Purchase Agreement, dated [___]
(the
"Mortgage Loan Purchase Agreement"), among Option One Mortgage
Corporation
("Option One"), Option One Owner Trust 2001-1A, Option One Owner
Trust 2001-1B,
Option One Owner Trust 2001-2, Option One Owner Trust 2002-3,
Option One Owner
Trust 2003-4, Option One Owner Trust 2003-5, Option One Owner Trust
2005-6 and
Option One Owner Trust 2005-7 as sellers (and together with Option
One, the
"Sellers") and the Depositor, the Sellers will transfer to the
Depositor all of
their right, title and interest in and to the scheduled principal
balances of
the Mortgage Loans as of the Cut-off Date and interest due after
the Cut-off
Date and the collateral securing each Mortgage Loan. Pursuant to
the Pooling and
Servicing Agreement, the Depositor will transfer to the Trust all
of its right,
title and interest in and to the scheduled principal balances of
the Mortgage
Loans as of the Cut-off Date and interest due after the Cut-off
Date and the
collateral securing each Mortgage Loan.
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The
Depositor represents and warrants to, and agrees with the
Underwriters that as
of the date hereof and as of the Closing Date:
(a) A Registration Statement on Form S-3 (No. 333-[___]), has (i)
been
prepared by the Depositor in conformity with the requirements of
the Securities
Act of 1933, as amended (the "Securities Act") and the rules and
regulations
(the "Rules and Regulations") of the United States Securities and
Exchange
Commission (the "Commission") thereunder, (ii) been filed with the
Commission
under the Securities Act and (iii) become effective and is still
effective as of
the date hereof under the Securities Act. Copies of such
Registration Statement
have been delivered by the Depositor to the Underwriters. As used
in this
Agreement, "Effective Time" means the date and the time as of which
such
Registration Statement, or the most recent post-effective amendment
thereto, if
any, was declared effective by the Commission; "Effective Date"
means the date
of the Effective Time; "Registration Statement" means such
registration
statement, at the Effective Time, including any documents
incorporated by
reference therein at such time; "Basic Prospectus" means such final
prospectus
dated October 3, 2005 and "Prospectus Supplement" means the final
prospectus
supplement dated November 7, 2005 relating to the Underwritten
Certificates, to
be filed with the Commission pursuant to paragraphs (2), (3) or (5)
of Rule
424(b) of the Rules and Regulations. "Prospectus" means the Basic
Prospectus
together with the Prospectus Supplement. The preliminary
prospectus, including
any preliminary prospectus supplement which, as completed, is
proposed to be
used in connection with the sale of the Underwritten Certificates
and filed with
the Commission pursuant to Rule 424 of the Securities Act, is
hereinafter
referred to as the "Preliminary Prospectus." Reference made herein
to the
Prospectus shall be deemed to refer to and include any documents
incorporated by
reference therein pursuant to Item 12 of Form S-3 under the
Securities Act, as
of the date of the Prospectus and any reference to any amendment or
supplement
to the Preliminary Prospectus or the Prospectus shall be deemed to
refer to and
include any document filed under the Securities Exchange Act of
1934 (the
"Exchange Act") after the date of the Preliminary Prospectus or the
Prospectus,
as applicable, and incorporated by reference in the Preliminary
Prospectus or
the Prospectus, as applicable, and any reference to any amendment
to the
Registration Statement shall be deemed to include any report of the
Depositor
filed with the Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act
after the Effective Time that is incorporated by reference in the
Registration
Statement. 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 Depositor's
knowledge,
threatened by the Commission. There are no contracts or documents
of the
Depositor which are required to be filed as exhibits to the
Registration
Statement pursuant to the Securities Act or the Rules and
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 Depositor
pursuant to
Section 5(b) 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.
(b) The Registration Statement and the Preliminary Prospectus
conform,
and any further amendments or supplements to the Registration
Statement or the
Preliminary Prospectus will conform, when they become effective,
are filed with
the Commission or as of the date of the Contract of Sale, as the
case may be, in
all respects to the requirements of the Securities Act and the
Rules and
Regulations. The Prospectus conforms, and any further amendments or
supplements
to the Prospectus will conform, when filed with the Commission, in
all respects
to the requirements of the Securities Act and the Rules and
Regulations. The
Registration Statement, as of the Effective Date thereof and of any
amendment
thereto, did not contain an untrue statement of a material fact or
omit to state
a material fact required to be stated therein or necessary to make
the
statements therein not misleading. The Preliminary Prospectus, as
amended or
supplemented as of its date or as of the date of the Contract of
Sale, and the
Prospectus as of its date, and as amended or supplemented as of the
Closing Date
does not and 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
light of the circumstances under which they were made, not
misleading; provided
that no representation or warranty is made as to (i) information
contained in or
omitted from the Registration Statement or the Prospectus in
reliance upon and
in conformity with written information furnished to the Depositor
in writing by
the Underwriters expressly for use therein which shall be limited
to the
highlighted information set forth on Exhibit A hereto (the
"Underwriters'
Information") or (ii) any Derived Information.
(c) The documents incorporated by reference in the Preliminary
Prospectus or the Prospectus, as applicable, when they became
effective, were
filed with the Commission or as of the date of the Contract of
Sale, as the case
may be, conformed in all material respects to the requirements of
the Securities
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
reference in the Prospectus, when such documents become effective,
are filed
with the Commission or as of the date of the Contract of Sale, as
the case may
be, will conform in all material respects to the requirements of
the Securities
Act or the Exchange Act, as applicable, and the rules and
regulations of the
Commission thereunder.
(d) The Depositor has been duly incorporated and is validly
existing as
a corporation in good standing under the laws of its jurisdiction
of
incorporation and is in good standing as a foreign corporation in
each
jurisdiction in which its ownership or lease of property or the
conduct of its
business so requires such standing. The Depositor 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, the
Mortgage Loan Purchase Agreement and the Pooling and Servicing
Agreement (the
"Agreements") and to cause the Certificates to be issued.
(e) Except as disclosed in the Prospectus Supplement, there are
no
actions, proceedings or investigations pending with respect to
which the
Depositor has received service of process before or, to the best of
the
Depositor's knowledge, threatened by any court, administrative
agency or other
tribunal to which the Depositor is a party or of which any of its
properties is
the subject (a) which if determined adversely to the Depositor
would have a
material adverse effect on the business or financial condition of
the Depositor,
(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
Depositor of any of the transactions contemplated by any of the
Agreements or
(d) which might materially and adversely affect the performance by
the Depositor
of its obligations under, or the validity or enforceability of any
of the
Agreements or the Certificates.
(f) 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 Depositor, 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
Depositor 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.
(g) The execution, delivery and performance of the Agreements by
the
Depositor 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
Depositor is
a party, by which the Depositor is bound or to which any of the
properties or
assets of the Depositor 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 Depositor 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 incorporation or by-laws of the
Depositor or
any statute or any order, rule or regulation of any court or
governmental agency
or body having jurisdiction over the Depositor 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 Depositor or its
ability to
perform its obligations under any of the Agreements.
(h) The direction by the Depositor to the Trustee to execute,
authenticate, issue and deliver the Certificates has been duly
authorized by the
Depositor, and, assuming the Trustee has been duly authorized to
undertake such
actions, when executed, authenticated, issued and delivered by the
Trustee, in
accordance with the Pooling and Servicing Agreement, the
Certificates will be
validly issued and outstanding and the holders of the Certificates
will be
entitled to the rights and benefits of the Certificates as provided
by the
Pooling and Servicing Agreement.
(i) 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
Depositor 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.
(j) At the time of the execution and delivery of the Pooling
and
Servicing Agreement, the Depositor will: (i) have equitable title
to the
interest in the Mortgage Loans conveyed by the Sellers, free and
clear of any
lien, mortgage, pledge, charge, encumbrance, adverse claim or other
security
interest (collectively, "Liens"); (ii) not have assigned to any
person (other
than the Trustee) any of its right, title or interest in the
Mortgage Loans and
(iii) have the power and authority to sell its interest in the
Mortgage Loans to
the Trustee and to sell the Underwritten Certificates to the
Underwriters. Upon
execution and delivery of the Pooling and Servicing Agreement by
the Trustee,
the Trustee will have acquired beneficial ownership of all of the
Depositor's
right, title and interest in and to the Mortgage Loans. Upon
delivery to the
Underwriters of the Underwritten Certificates, the Underwriters
will have good
title to the Underwritten Certificates free of any Liens.
(k) As of the Cut-off Date each of the Mortgage Loans will meet
the
eligibility criteria described in the Preliminary Prospectus and
the Prospectus
and will conform to the descriptions thereof contained in the
Preliminary
Prospectus and the Prospectus.
(l) Neither the Depositor nor the Trust is an "investment
company"
within the meaning of such term under the Investment Company Act of
1940, as
amended (the "1940 Act") and the rules and regulations of the
Commission
thereunder.
(m) At the Closing Date, the Underwritten Certificates and the
Pooling
and Servicing Agreement will conform in all material respects to
the
descriptions thereof contained in the Preliminary Prospectus and
the Prospectus.
(n) 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.
(o) Since the respective dates as of which information is given in
the
Preliminary Prospectus and the Prospectus, there has not been any
material
adverse change in the general affairs, management, financial
condition, or
results of operations of the Depositor or the Originator, otherwise
than as set
forth or contemplated in the Prospectus as supplemented or amended
as of the
Closing Date.
(p) As of the Effective Date and as of the date of the Contract
of
Sale, the Depositor is not and will not be as of the Closing Date,
an
"ineligible issuer" as defined in Rule 405 under the Securities
Act.
(q) Any certificate signed by an officer of the Depositor and
delivered
to the Underwriters or counsel for the Underwriters in connection
with an
offering of the Underwritten Certificates shall be deemed, and
shall state that
it is, a representation and warranty as to the matters covered
thereby to each
person to whom the representations and warranties in this Section 1
are made.
(r) As of the date of the Contract of Sale, each Issuer Free
Writing
Prospectus and the Preliminary Prospectus, considered together, did
not include
any untrue statement of a material fact or omission of any material
fact
necessary in order to make the statements therein, in the light of
the
circumstances under which they were made, not misleading
SECTION 2. PURCHASE AND SALE. The several commitments of the
Underwriters to purchase the Underwritten Certificates pursuant to
this
Agreement shall be deemed to have been made on the basis of the
representations
and warranties herein contained and shall be subject to the terms
and conditions
herein set forth. The Depositor agrees to instruct the Trustee to
issue the
Certificates and agrees to sell to each Underwriter, and each
Underwriter agrees
(except as provided in Sections 10 and 11 hereof) severally and not
jointly to
purchase from the Depositor, the aggregate initial principal
amounts or
percentage interests of the Underwritten Certificates of each
Class, as set
forth opposite such Underwriter's name on Schedule A, at the
purchase price or
prices set forth on Schedule A.
SECTION 3. DELIVERY AND PAYMENT. Delivery of and payment for
the
Underwritten Certificates shall be made at the offices of Thacher
Proffitt &
Wood LLP, 2 World Financial Center, New York, New York 10281, or at
such other
place as shall be agreed upon by the Underwriters and the Depositor
at 10:00
A.M. New York City time on [___] or at such other time or date as
shall be
agreed upon in writing by the Underwriters and the Depositor (such
date being
referred to as the "Closing Date"). Payment shall be made to the
Depositor by
wire transfer of same day funds payable to the account of the
Depositor.
Delivery of the Underwritten Certificates shall be made to the
Underwriters
against payment of the purchase price thereof. The Underwritten
Certificates so
delivered will be initially represented by one or more certificates
registered
in the name of Cede & Co., the nominee of The Depository Trust
Company ("DTC").
The interests of the beneficial owners of the Underwritten
Certificates will be
represented by book entries on the records of DTC and participating
members
thereof. Definitive Certificates will be available only under the
limited
circumstances specified in the Pooling and Servicing Agreement.
SECTION 4. OFFERING BY THE UNDERWRITERS. It is understood that,
subject
to the terms and conditions hereof, the several Underwriters
propose to offer
the Underwritten Certificates for sale to the public as set forth
in the
Prospectus.
SECTION 5. AGREEMENTS.
(a) The Depositor agrees as follows:
(i) To prepare the Preliminary Prospectus and the Prospectus
in a form approved by the Underwriters and to file such
Preliminary
Prospectus and Prospectus pursuant to Rule 424(b) under the
Securities
Act not later than the Commission's close of business on the
second
Business Day following the availability of the Preliminary
Prospectus
and the Prospectus, as applicable, to the Underwriters; to make
no
further amendment or any supplement to the Registration Statement
or to
the Prospectus prior to the Closing Date except as permitted
herein; to
advise the Underwriters, promptly after it receives notice thereof,
of
the time when any amendment to the Registration Statement has
been
filed or becomes effective prior to the termination of the offering
of
the Underwritten Certificates or any supplement to the Prospectus
or
any amended Prospectus has been filed and to furnish the
Underwriters
or their counsel with copies thereof without charge; to file
promptly
all reports and any definitive proxy or information statements
required
to be filed by the Depositor with the Commission pursuant to
Section
13(a), 13(c), 14 or l5(d) of the Exchange Act subsequent to the
date of
the Prospectus and, for so long as the delivery of a prospectus
is
required in connection with the offering or sale of the
Underwritten
Certificates; to promptly advise the Underwriters of their receipt
of
notice of the issuance by the Commission of any stop order or
the
institution of or, to the knowledge of the Depositor, the
threatening
of any proceeding for such purpose, or of: (i) any order preventing
or
suspending the use of the Preliminary Prospectus or the
Prospectus;
(ii) the suspension of the qualification of the Underwritten
Certificates for offering or sale in any jurisdiction; (iii)
the
initiation of or threat of any proceeding for any such purpose or
(iv)
any request by the Commission for the amending or supplementing of
the
Registration Statement, the Preliminary Prospectus or the
Prospectus or
for additional information. In the event of the issuance of any
stop
order or of any order preventing or suspending the use of the
Preliminary Prospectus or the Prospectus or suspending any such
qualification, the Depositor promptly shall use its best efforts
to
obtain the withdrawal of such order by the Commission.
(ii) To furnish promptly to the Underwriters and to counsel
for
the Underwriters a signed copy of the Registration Statement as
originally filed with the Commission, and of each amendment
thereto
filed with the Commission, including all consents and exhibits
filed
therewith.
(iii) To deliver promptly to the Underwriters without charge
such number of the following documents as the Underwriters
shall
reasonably request: (i) conformed copies of the Registration
Statement
as originally filed with the Commission and each amendment thereto
(in
each case including exhibits); (ii) the Preliminary Prospectus,
the
Prospectus and any amended or supplemented Prospectus and (iii)
any
document incorporated by reference in the Prospectus (including
exhibits thereto). If the delivery of a prospectus is required at
any
time prior to the expiration of nine months after the Closing Date
in
connection with the offering or sale of the Underwritten
Certificates,
and if at such time any events shall have occurred as a result of
which
the Prospectus as then amended or supplemented would include any
untrue
statement of a material fact or 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 when such Prospectus
is
delivered, not misleading, or, if for any other reason it shall
be
necessary during such same period to amend or supplement the
Prospectus
or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Securities
Act
or the Exchange Act, the Depositor shall notify the Underwriters
and,
upon any Underwriters' request, shall file such document and
prepare
and furnish without charge to the Underwriters and to any dealer
in
securities as many copies as the Underwriters may from time to
time
reasonably request of an amended Prospectus or a supplement to
the
Prospectus which corrects such statement or omission or effects
such
compliance, and in case the Underwriters are required to deliver
a
Prospectus in connection with sales of any of the Underwritten
Certificates at any time nine months or more after the Effective
Time,
upon the request of the Underwriters but at their expense, the
Depositor shall prepare and deliver to the Underwriters as many
copies
as the Underwriters may reasonably request of an amended or
supplemented Prospectus complying with Section 10(a)(3) of the
Securities Act.
(iv) To file promptly with the Commission any amendment to the
Registration Statement, the Preliminary Prospectus or the
Prospectus or
any supplement to the Prospectus that may, in the judgment of
the
Depositor or the Underwriters, be required by the Securities Act
or
requested by the Commission. Neither the Underwriters' consent to
nor
their distribution of any amendment or supplement shall constitute
a
waiver of any of the conditions set forth in Section 6.
(v) To furnish the Underwriters and counsel for the
Underwriters, prior to filing with the Commission, and to obtain
the
consent of the Underwriters for the filing of the following
documents
relating to the Certificates: (i) any Post-Effective Amendment to
the
Registration Statement or supplement to the Prospectus, or
document
incorporated by reference in the Prospectus or (ii) the
Preliminary
Prospectus and the Prospectus pursuant to Rule 424 of the Rules
and
Regulations.
(vi) To use commercially reasonable efforts, in cooperation
with the Underwriters, to qualify the Underwritten Certificates
for
offering and sale under the applicable securities laws of such
states
and other jurisdictions of the United States or elsewhere as
the
Underwriters may reasonably designate, and maintain or cause to
be
maintained such qualifications in effect for as long as may be
required
for the distribution of the Underwritten Certificates. The
Depositor
will file or cause the filing of such statements and reports as may
be
required by the laws of each jurisdiction in which the
Underwritten
Certificates have been so qualified; provided, however, that
the
Depositor shall not be required to qualify to do business in
any
jurisdiction where it is not now so qualified or to take any
action
which would subject it to general or unlimited service of process
in
any jurisdiction where it is now so subject.
(vii) Unless the Underwriters shall otherwise have given their
written consent, no collateralized mortgage obligations or
other
similar securities representing interests in or secured by
other
mortgage-related assets originated or owned by the Originator or
the
Seller shall be publicly offered or sold, nor shall the Originator
or
the Seller enter into any contractual arrangements that contemplate
the
public offering or sale of such securities, until the earlier to
occur
of the termination of the syndicate or the Closing Date.
(viii) So long as the Underwritten Certificates shall be
outstanding the Depositor shall cause the Trustee, pursuant to
the
Pooling and Servicing Agreement, to deliver to the Underwriters as
soon
as such statements are furnished to the Trustee: (i) the annual
statement as to compliance delivered to the Trustee pursuant to
Section
3.20 of the Pooling and Servicing Agreement; (ii) the annual
statement
of a firm of independent public accountants furnished to the
Trustee
pursuant to Section 3.21 of the Pooling and Servicing Agreement;
(iii)
the monthly servicing report furnished to the Trustee and (iv)
the
monthly reports furnished to the Certificateholders pursuant to
Section
4.03 of the Pooling and Servicing Agreement.
(ix) In connection with any transaction by this Agreement, the
Depositor and each of its affiliates maintain customary
arm's-length
business relationships with the Underwriters and each of their
respective affiliates, and no fiduciary duty on the part of the
Underwriters or any of their respective affiliates is thereby or
hereby
intended or created, and the express disclaimer of any such
fiduciary
relationship on the part of the Underwriters and each of their
respective affiliates is hereby acknowledged and accepted by
the
Depositor and each of its affiliates.
(x) The Depositor will file or cause to be filed with the
Commission such Free Writing Prospectus that is either an Issuer
Free
Writing Prospectus (as defined in Section 5(c) hereof) or
contains
Issuer Information as soon as reasonably practicable after the date
of
this Agreement, but in any event, not later than required pursuant
to
Rules 426 or 433, respectively, of the Securities Act.
(xi) The Depositor shall not be required to file (A) any Free
Writing Prospectus, if the information included therein is included
or
incorporated by reference in a prospectus or Free Writing
Prospectus
previously filed with the Commission that relates to the offering
of
the Certificates, or (B) any Free Writing Prospectus or portion
thereof
that contains a description of the Certificates or the offering of
the
Certificates which does not reflect the final terms thereof (so
long as
such information does not contain any Issuer Information).
(b) Each Underwriter severally represents, warrants, covenants
and
agrees with the Depositor as to itself that:
(i) Prior to entering into any Contract of Sale, the
Underwriter shall convey the Preliminary Prospectus to each
prospective
investor. The Underwriter shall keep sufficient records to document
its
conveyance of the Preliminary Prospectus to each potential
investor
prior to the related Contract of Sale.
(ii) Unless preceded or accompanied by a prospectus satisfying
the requirements of Section 10(a) of the Securities Act, the
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 (1) is made in reliance
