Exhibit 1.1
BEAR STEARNS ASSET BACKED SECURITIES I LLC
UNDERWRITING AGREEMENT
Dated: [___________]
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Dear Ladies and Gentlemen:
1. INTRODUCTION. Bear Stearns Asset Backed Securities I LLC, a
Delaware
limited liability company (the "Depositor"), from time to time
proposes to issue
and sell Asset-Backed 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 in 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, 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 (such
Free Writing Prospectus, together with the Basic Prospectus, 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).
(b) On the effective date of the Registration Statement, the
Registration Statement and the Prospectus and any static pool
information
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 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
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
HTTP://WWW.BEARSTEARNS.COM/PROSPECTUS/BSABS, 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 Depositor any
Free Writing
Prospectuses, or portions thereof, which the Depositor is required
to file with
the Commission in electronic format and will use reasonable efforts
to provide
to the Depositor such Free Writing Prospectuses, or portions
thereof, in either
Microsoft Word(R) or Microsoft Excel(R) format and not in .pdf
format, except to
the extent that the Depositor, in its sole discretion, waives such
requirements.
5. COVENANTS OF THE DEPOSITOR. The Depositor covenants and agrees
with
you and the several Underwriters participating in the Offering of
any Series of
Certificates that:
(a) In connection with the execution of each Terms Agreement,
the
Depositor will prepare a Prospectus Supplement to be filed under
the Act setting
forth the principal amount of Certificates covered thereby and
their terms not
otherwise specified in the Prospectus, the price at which the
Certificates are
to be purchased by the several Underwriters from the Depositor,
either the
initial public offering price
