EXHIBIT 1.1
BNP PARIBAS MORTGAGE SECURITIES LLC
Mortgage Pass-Through Certificates, Series 200_-__
Approximate Initial Underwritten
Class
Certificate Principal Balance
Certificate Interest Rate
-----
--------------------------------
-------------------------
I-A
$[ ]
Adjustable Rate
I-M-1
$[ ]
Adjustable Rate
I-M-2
$[ ]
Adjustable Rate
I-M-3
$[ ]
Adjustable Rate
UNDERWRITING AGREEMENT
____________, 200_
[Underwriter]
---------------------
---------------------
Ladies and Gentlemen:
BNP Paribas Mortgage Securities LLC, a Delaware limited
liability
company (the "Company"), proposes to sell to you (also referred to
herein as the
"Underwriter") Mortgage Pass-Through Certificates, Series 200_-__,
Class A and
Class R Certificates other than a de minimis portion thereof
(collectively, the
"Certificates"), having the aggregate principal amounts and
Pass-Through Rates
set forth above. The Certificates , together with the Class M and
Class B
Certificates of the same series, will evidence the entire
beneficial interest in
the Trust Fund (as defined in the Pooling and Servicing Agreement
referred to
below) consisting primarily of a pool (the "Pool") of conventional,
fixed-rate,
one- to four-family residential mortgage loans (the "Mortgage
Loans") as
described in the Prospectus Supplement (as hereinafter defined) to
be sold by
the Company. A de minimis portion of the Class R Certificates will
not be sold
hereunder and will be held by the Trustee.
The Certificates will be issued pursuant to a pooling and
servicing
agreement (the "Pooling and Servicing Agreement") to be dated as of
__________,
200_ (the "Cut-off Date") among the Company, as seller,
____________, as master
servicer ("Master Servicer"), and ____________, as trustee (the
"Trustee"). The
Certificates are described more fully in the Basic Prospectus and
the Prospectus
Supplement (each as hereinafter defined) which the Company has
furnished to you.
1. Representations, Warranties and Covenants.
1.1 The Company represents and warrants to, and agrees with,
the
Underwriter that as of the date hereof (or as of such other date as
may be
specified in a particular representation and warranty):
(a) The Company has filed with the Securities and Exchange
Commission
(the "Commission") a registration statement (No. 333-______) on
Form S-3 for the
registration under the Securities Act of 1933, as amended (the
"Act"), of
Mortgage Pass-Through Certificates (issuable in series), including
the
Certificates, which registration statement has become effective,
and a copy of
which, as amended to the date hereof, has heretofore been delivered
to the
Underwriter. The Company proposes to file with the Commission
pursuant to Rule
424(b) under the rules and regulations of the Commission under the
Act (the
"1933 Act Regulations") a prospectus supplement dated __________,
200_ (the
"Prospectus Supplement"), to the prospectus dated [__________,
200_] (the "Basic
Prospectus"), relating to the Certificates and the method of
distribution
thereof. Such registration statement (No. 333-______) including
exhibits thereto
and any information incorporated therein by reference, as amended
at the date
hereof, is hereinafter called the "Registration Statement"; and the
Basic
Prospectus and the Prospectus Supplement and any information
incorporated
therein by reference, together with any amendment thereof or
supplement thereto
authorized by the Company on or prior to __________, 200_ (the
"Closing Date")
for use in connection with the offering of the Certificates, are
hereinafter
called the "Prospectus". The Company 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").
(b) The Registration Statement has become effective and no stop
order
suspending the effectiveness of the Registration Statement is in
effect, no
proceedings for such purpose are pending before or threatened by
the Commission,
and the Registration Statement as of the Effective Date (as defined
in this
paragraph), and the Prospectus, as of the date of the Prospectus
Supplement,
complied in all material respects with the applicable requirements
of the Act
and the 1933 Act Regulations. The Registration Statement, as of the
Effective
Date, did not contain any untrue statement of a material fact and
did not omit
to state any material fact required to be stated therein or
necessary to make
the statements therein not misleading, and the Prospectus, as of
the date of the
Prospectus Supplement, did not, and as of the Closing Date will
not, contain an
untrue statement of a material fact and did not and will not omit
to state a
material fact necessary in order to make the statements therein, in
the light of
the circumstances under which they were made, not misleading;
provided, however,
that the Company does not make any representations or warranties as
to any
information contained in or omitted from the portions of the
Prospectus. In
addition, any Issuer Information (as defined below) contained in
the Definitive
Free Writing Prospectus, as of the date thereof, 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 Effective Date shall mean
the earlier
of the date on which the Definitive Free Writing Prospectus is
first used and
the time of the first Contract of Sale to which such Prospectus
Supplement
relates. As used herein, "Pool Information" means all loan level
data with
respect to the characteristics of the Mortgage Loans and
administrative and
servicing fees, as provided by or on behalf of the Company. The
Company
acknowledges that except for any Computational Materials, the
Underwriter's
Information and the Decrement/Yield Tables constitute the only
information
furnished in writing by you or on your behalf for use in connection
with the
preparation of the Registration Statement or the Prospectus, and
you confirm
that the Underwriter's Information is correct with respect to you
and the
Certificates you underwrite.
(c) The Company has been duly formed and is validly existing as
a
limited liability company in good standing under the laws of the
State of
Delaware and has the requisite organizational power to own its
properties and to
conduct its business as presently conducted by it.
(d) The Company is not, as of the commencement of the offering,
an
Ineligible Issuer, as such term is defined in Rule 405 of the 1933
Act
Regulations.
(e) This Agreement has been duly authorized, executed and delivered
by
the Company.
(f) As of the Closing Date (as defined herein), the Certificates
will
conform in all material respects to the description thereof
contained in the
Prospectus and the representations and warranties of the Company in
the Trust
Agreement will be true and correct in all material respects.
(g) 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 of
the Company or
the Seller, take as a whole and (B) there have been no transactions
entered into
by the Company which are material, other than those in the ordinary
course of
business.
(h) The Indenture, when executed and delivered by the Issuer,
will
constitute a legal, valid and binding instrument enforceable
against the Issuer
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).
(i) The issuance of the Certificates will have been duly authorized
by
the Issuer and, when such Certificates are executed and
authenticated in
accordance with the Indenture 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
related Indenture.
The Certificates are in all material respects in the form
contemplated by the
related Indenture. Immediately prior to the delivery of the
Certificates to the
Underwriter, the Company will own the Certificates, and upon such
delivery the
Underwriter will acquire title thereto, free and clear of any lien,
pledge,
encumbrance or other security interest other than one created or
granted by the
Underwriter.
(j) Neither the Issuer nor the Trust Funds are or, as a result of
the
offer and sale of the Certificates as contemplated in this
Agreement will
become, an "investment company" or "controlled" by an "investment
company"
within the meaning of the Investment Company Act of 1940, as
amended.
(k) As of the Closing Date, the Mortgage Loan Purchase Agreement
and
the Indenture (collectively with this Agreement, the "Transaction
Documents")
will have been duly authorized, executed and delivered by the
Company and the
Seller and will conform in all material respects to the description
thereof
contained in the Prospectus and will constitute a valid and binding
agreement of
the Company and the Seller enforceable in accordance with its
terms, except as
the same may be limited by bankruptcy, insolvency, reorganization
or other laws
relating to or affecting the enforcement of creditors' rights
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).
(l) Neither the issuance or delivery of the Certificates, nor
the
consummation of any other of the transactions contemplated herein
or in the
Transaction Documents, nor compliance with the provisions of the
Transaction
Documents will conflict with or result in the breach of any
material term or
provision of the certificate of formation or LLC agreement of the
Company, and
the Company is not in breach or violation of or in default (nor has
an event
occurred which with notice or lapse of time or both would
constitute a default)
under the terms of (i) any indenture, contract, lease, mortgage,
deed of trust,
note agreement or other evidence of indebtedness or other
agreement, obligation
or instrument to which the Company is a party or by which it or its
properties
are bound, or (ii) any law, decree, order, rule or regulation
applicable to the
Company of any court or supervisory, regulatory, administrative or
governmental
agency, body or authority, or arbitrator having jurisdiction over
the Company,
or its properties, the default in or the breach or violation of
which would have
a material adverse effect on the Company, the trust, the
Certificates or on the
ability of the Company to perform its obligations under the
Transaction
Documents; and neither the delivery of the Certificates, nor the
execution and
delivery of the Transaction Documents or the consummation of any
other of the
transactions contemplated herein or in the Transaction Documents,
nor the
compliance with the provisions of the Transaction Documents will
result in such
a breach, violation or default which would have such a material
adverse effect.
(m) No filing or registration with, notice to, or consent,
approval,
authorization or order or other action of, any court or
governmental authority
or agency is required for the consummation by the Company of the
transactions
contemplated by the Transaction Documents (other than as required
under state
securities laws or Blue Sky laws, as to which no representations
and warranties
are made by the Company), except such as have been, or will have
been prior to
the Closing Date, obtained under the Act, and such recordations of
the
assignment of the Mortgage Loans.
(n) There is no action, suit or proceeding before or by any
court,
administrative or governmental agency, or other tribunal, domestic
or foreign,
now pending to which the Company is a party, or, to the best of the
Company's
knowledge, threatened against the Company, which could reasonably
result
individually or in the aggregate in any material adverse change in
the condition
(financial or otherwise), earnings, affairs, regulatory situation
or business
prospects of the Company or could reasonably interfere with or
materially and
adversely affect the consummation of the transactions contemplated
in the
Transaction Documents.
(o) At the time of execution and delivery of the Indenture, the
Company
will own the mortgage notes (the "Mortgage Notes") being pledged to
the
Indenture Trustee pursuant to the Indenture, free and clear of any
lien,
mortgage, pledge, charge, encumbrance, adverse claim or other
security interest
(collectively, "Liens"), except to the extent permitted in the
Indenture, and
will not have assigned to any person other than the Issuer any of
its right,
title or interest in the Mortgage Notes.
(p) Any taxes, fees and other governmental charges in connection
with
the execution, delivery and issuance of the Transaction Documents
and the Note
sand Certificates have been or will be paid by the Company on or
prior to the
Closing Date, except for fees for recording assignments of Mortgage
Loans to the
Indenture Trustee or, if applicable, to MERS on behalf of the
Indenture Trustee,
pursuant to the Indenture that have not yet been completed, which
fees will be
paid by the Company in accordance with the Indenture.
(q) The Company acknowledges and agrees that the relationship
between
itself and the Underwriter is an arms-length commercial
relationship that
creates no fiduciary duty on the part of the Underwriter, and each
party
expressly disclaims any fiduciary relationship.
1.2 The Company represents and warrants to, and agrees with,
the
Underwriter that as of the Closing Date the representations and
warranties of
the Seller in Section 3.1(a) of the Mortgage Loan Purchase
Agreement will be
true and correct in all material respects.
1.3 Each Underwriter represents and warrants to and agrees with
the
Company that:
(a) Such Underwriter hereby acknowledges that each Underwritten
Certificate is to be maintained on the book-entry records of The
Depository
Trust Company ("DTC"). Investors may hold the beneficial interests
in minimum
denominations of $100,000 and in integral multiples of $1 in excess
thereof.
(b) Such 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 with respect to the generation and use of Free Writing
Prospectuses
in connection with the offering of the Certificates.
(c) As of the date hereof and as of the Closing Date, such
Underwriter
has complied with all of its obligations hereunder. With respect to
all Free
Writing Prospectuses provided by the Underwriter to any investor,
if any, such
Free Writing Prospectuses are accurate in all material respects
(taking into
account the assumptions explicitly set forth in the Free Writing
Prospectuses,
except to the extent of any errors therein that are caused by
errors in the Pool
Information, and except for any Issuer Information therein). The
Free Writing
Prospectuses provided by the Underwriter to the Company pursuant to
Section 4.4
constitute a complete set of all Free Writing Prospectuses
furnished to any
investor by the Underwriter in connection with the offering of any
Certificates,
other than any Underwriter Derived Information.
1.4 The Underwriter covenants and aggress to pay directly, or
reimburse
the Company upon demand for (i) any and all taxes (including
penalties and
interest) owed or asserted to be owed by the Company as a result of
a claim by
the Internal Revenue Service that the transfer of any of the Class
R
Certificates to the Underwriter hereunder or any transfer thereof
by the
Underwriter may be disregarded for federal tax purposes and (ii)
any and all
losses, claims, damages and liabilities, including attorney's fees
and expenses,
arising out of any failure of the Underwriter to make payment or
reimbursement
in connection with any such assertion as required in (i) above. In
addition, the
Underwriter acknowledges that on the Closing Date immediately after
the
transactions described herein it will be the owner of the Class R
Certificates
for federal tax purposes, and the Underwriter covenants that it
will not assert
in any proceeding that the transfer of the Class R Certificates
from the Company
to the Underwriter should be disregarded for any purpose.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon
the representations and warranties herein set forth, the Company
agrees to sell
to the Underwriter, and the Underwriter agree to purchase from the
Company, the
Certificates indicated on Schedule I hereto which shall be
transferred by the
Company to the Trustee at a price equal to [ ]% of the Certificates
as of the
Closing Date.
3. Delivery and Payment. Delivery of and payment for the
Certificates shall be
made at the office of Thacher Proffitt & Wood LLP at 10:00
a.m., New York City
time, on __________, 200_ or such later date as the Underwriter
shall designate,
which date and time may be postponed by agreement between the
Underwriter and
the Company (such date and time of delivery and payment for the
Certificates
being herein called the "Closing Date"). Delivery of the
Certificates shall be
made to the Underwriter through the DTC (such Certificates, the
"DTC Registered
Notes").
4. Offering by Underwriter.
4.1 It is understood that the Underwriter propose to offer
and/or
solicit offers for the Certificates to be purchased by them for
sale to the
public as set forth in the Prospectus and the Underwriter agrees
that all such
offers, solicitations and sales by them shall be made in compliance
with all
applicable laws and regulations. Prior to the date of the first
contract of sale
made based on the Definitive Free Writing Prospectus, you have not
sold any
Certificate or any security backed by the Mortgage Loans, any
interest in any
Certificate or such security or any Mortgage Loan.
4.2 It is understood that the Underwriter will solicit offers
to
purchase the Certificates as follows:
(a) 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.
(b) 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 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.
(c) Any Free Writing Prospectus relating to Certificates and used
by an
Underwriter in connection with marketing the Certificates,
including the
Definitive Free Writing Prospectus, shall prominently set forth 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.
4.3 It is understood that you will not enter into a Contract of
Sale
with any investor until the investor has received the Definitive
Free Writing
Prospectus. For purposes of this Agreement, Contract of Sale has
the same
meaning as in Rule 159 of the 1933 Act Regulations and all
Commission guidance
relating to Rule 159, including without limitation the Commission's
statement in
Securities Act Release No. 33-8501 that "a contract of sale can
occur under the
federal securities laws before there is a bilateral contract under
state law,
for example when a purchaser has taken all actions necessary to be
bound but a
seller's obligations remain conditional under state law." The
Definitive Free
Writing Prospectus shall prominently set forth 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 previously
delivered in connection with this offering.
4.4 It is understood that you may prepare and provide to
prospective
investors certain Free Writing Prospectuses (as defined below),
subject to the
following conditions:
(a) 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
either (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.
(b) Each Underwriter shall comply with all applicable laws and
regulations in connection with the use of Free Writing
Prospectuses, including
but not limited to Rules 164 and 433 of the 1933 Act Regulations
and all
Commission guidance relating to Free Writing Prospectuses,
including but not
limited to Commission Release No. 33-8591.
(c) 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 I hereto and (ii) has been
either prepared
by, or has been reviewed and approved by, the Company. "Underwriter
Derived
Information" shall refer to information of the type described in
clause (5) of
such footnote 271 when prepared by an Underwriter.
(d) All Free Writing Prospectuses provided to prospective
investors,
whether or not filed with the Commission, shall bear a legend on
each page
including 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 ________________.COM, OR
AT UNDERWRITER'S 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
1-8[XX-XXX-XXXX].
The Company 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.
(e) The Underwriter shall deliver to the Company and its counsel,
no
later than two business days prior to the proposed date of first
use thereof,
(i) any Free Writing Prospectus prepared by or on behalf of the
Underwriter that
contains any information that, if reviewed and approved by the
Company, would be
Issuer Information, and (ii) any Free Writing Prospectus or portion
thereof 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 shall
consist of
information of a type that is not included within the definition of
ABS
Informational and Computational Materials. To facilitate filing to
the extent
required by Section 5.10 or 5.11, as applicable, all Underwriter
Derived
Information shall be set forth in a document separate from the
document
including Issuer Information. The Underwriter shall provide to the
Company, for
filing as provided in Section 5.10, copies (in such format as
required by the
Company) of all Free Writing Prospectuses. All Free Writing
Prospectuses
described in this subsection (e) must be approved by the Company
before the
Underwriter provides the Free Writing Prospectus to investors
pursuant to the
terms of this Agreement.
(f) Each Underwriter agrees that all information included in the
Free
Writing Prospectuses shall be prepared, to the extent possible,
based on the
information contained in the Registration Statement and anticipated
to be
included in the Prospectus. None of the information in the Free
Writing
Prospectuses may conflict with the information contained in the
Prospectus or
the Registration Statement.
(g) The Company shall not be obligated to file any Free Writing
Prospectuses that have been determined to contain any material
error or
omission, unless the Company is required to file the Free Writing
Prospectus
pursuant to Section 5.10 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 the
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 Underwriter shall notify the
Company thereof as
soon as practical but in any event within one business day after
discovery.
(h) If the Underwriter does not provide any Free Writing
Prospectuses
to the Company pursuant to subsection (e) above, the Underwriter
shall be deemed
to have represented, as of the Closing Date, that they 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 Company as a Free Writing Prospectus
(other than the
Definitive Free Writing Prospectus) in accordance with the 1933 Act
Regulations.
(i) In the event of any delay in the delivery by the Underwriter to
the
Company of any Free Writing Prospectuses required to be delivered
in accordance
with subsection (e) above, or in the delivery of the accountant's
comfort letter
in respect thereof pursuant to subsection (f) above, the Company
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 Company to comply with its
agreement set forth
in Section 5.10 to file the Free Writing Prospectuses by the time
specified
therein.
(j) 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
the following:
(i) Any written communications in respect of the Certificates
not deemed a Prospectus or a Free Writing Prospectus because
its
content is limited to the statements permitted by Rule 134 of
the
Securities Act;
(ii) any Free Writing Prospectus used to solicit offers to
purchase Certificates;
(iii) regarding each Free Writing Prospectus delivered to a
prospective investor, the date of such delivery and identity of
such
prospective investor;
(iv) regarding each offer to purchase Certificates received by
such Underwriter, the identity of the offeror, the date the offer
was
made and the proposed terms and allocation of the Certificates
offered
to be purchased; and
(v) regarding each Contract of Sale entered into by such
Underwriter, the date, identity of the investor and the terms of
such
Contract of Sale, including the amount and price of
Certificates
subject to such Contract of Sale.
(k) Each Underwriter covenants with the Company 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.
(l) Each Underwriter agrees to
