Exhibit 1.1
PHH MORTGAGE CAPITAL LLC
PHHMC MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 200__-__
Approximate Initial
CERTIFICATE PRINCIPAL BALANCE
PASS-THROUGH RATE
Class A-1
$[________]
[_____]%
Class A-2
$[________]
[_____]%
Class A-3
$[________]
[_____]%
Class A-4
$[________]
[_____]%
Class A-5
$[________]
[_____]%
Class A-6
$[________]
[_____]%
Class A-7
$[________]*
[_____]%
Class X
$[________]*
[_____]%
Class R-I
$[________]
[_____]%
Class R-II
$[________]
[_____]%
Class B-1
$[________]
[_____]%
Class B-2
$[________]
[_____]%
Class B-3
$[________]
[_____]%
*Notional
Amount
UNDERWRITING AGREEMENT
[_____________]
[______________]
[______________]
[______________]
Ladies and Gentlemen:
PHH Mortgage Capital LLC, a Delaware limited liability company
(the
"Depositor"), proposes to sell to you (also referred to herein as
the
"Underwriter") all of the CDMC Mortgage Pass-Through Certificates,
Series
200__-__, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6,
Class A-7 (collectively, the "Class A Certificates"), Class X,
Class B-1, Class
B-2, Class B-3, Class R-I and Class R-II Certificates (together
with the Class
R-I Certificates, the "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 P, Class B-4, Class B-5 and Class B-6 Certificates
(the
"Non-Underwritten 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 Depositor. The Mortgage Loans will be
purchased by
the Depositor from PHH Mortgage (as defined herein) and Bishop's
Gate
Residential Mortgage Trust ("Bishop's Gate" and together with PHH
Mortgage, the
"Sellers") pursuant to a mortgage loan purchase agreement (the
"Mortgage Loan
Purchase Agreement") to be dated as of [____________] (the "Cut-off
Date"). A de
minimis portion each 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
the Cut-off
Date among the Depositor, as seller, PHH Mortgage Corporation, as
master
servicer ("PHH Mortgage" or the "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
Depositor has furnished to you.
1.
Representations, Warranties and Covenants.
1.1 The Depositor represents and warrants to, and agrees with you
that
as of the date hereof (or as of such other date as may be specified
in the
representation and warranty):
(a) The Depositor 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 and Mortgage-Backed Notes
(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 you. The Depositor 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 supplement dated
[____________] (the
"Prospectus Supplement"), to the prospectus dated [____________]
(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 Depositor on or prior to the Closing Date for use
in
connection with the offering of the Certificates, are hereinafter
called the
"Prospectus". 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) The Registration Statement has become effective, and the
Registration Statement as of the effective date (the "Effective
Date") and as of
the Closing Date, and the Prospectus, as of the date of the
Prospectus
Supplement and as of the Closing Date, complied in all material
respects with
the applicable requirements of the Act and the 1933 Act
Regulations; and the
Registration Statement, as of the Effective Date and as of the date
of any
amendment thereto, 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 neither the Depositor nor PHH
Mortgage makes
any representations or warranties as to (i) 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") or (ii) any decrement or yield tables set forth in
the section
titled "Yield on the Certificates" in the Prospectus Supplement
(the
"Decrement/Yield Tables"). 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) The Depositor 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; and the
Depositor is duly
qualified to do business as a foreign limited liability company in
good standing
in all other jurisdictions in which its ownership of property or
the conduct of
its business as presently conducted by it requires such
qualification.
(d) This Agreement has been duly authorized, executed and delivered
by
the Depositor.
(e) As of the Closing Date, the Certificates and the
Non-Underwritten
Certificates will conform in all material respects to the
description thereof
contained in the Prospectus and the representations and warranties
of the
Depositor in the Pooling and Servicing Agreement will be true and
correct in all
material respects.
(f) As of the Closing Date, the Class A, Class X, Class R and Class
B-1
Certificates will be "mortgage related securities" as such term is
defined in
Section 3(a)(41) of the Securities Exchange Act of 1934, as amended
(the
"Exchange Act").
(g) Each of the Certificates and the Non-Underwritten
Certificates,
when validly authenticated, issued and delivered in accordance with
the Pooling
and Servicing Agreement, will be duly and validly issued and
outstanding and
entitled to the benefits of the Pooling and Servicing Agreement,
and immediately
prior to the delivery of the Certificates to the Underwriter, the
Depositor 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.
(h) As of the Closing Date, the Pooling and Servicing Agreement
will
have been duly authorized, executed and delivered by the Depositor
and will
conform in all material respects to the description thereof
contained in the
Prospectus and, assuming the valid execution thereof by the Trustee
and the
Master Servicer, the Pooling and Servicing Agreement will
constitute a valid and
binding agreement of the Depositor 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 and by
general equity principles.
(i) As of the Closing Date, the Mortgage Loan Purchase Agreement
will
have been duly authorized, executed and delivered by the Depositor
and the
Sellers 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 Depositor and the Sellers 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
and by
general equity principles.
(j) Neither the issuance or delivery of the Certificates and
the
Non-Underwritten Certificates, nor the consummation of any other of
the
transactions contemplated herein or in the Pooling and Servicing
Agreement or
the Mortgage Loan Purchase Agreement, nor compliance with the
provisions of the
Pooling and Servicing Agreement, the Mortgage Loan Purchase
Agreement or this
Agreement, will conflict with or result in the breach of any
material term or
provision of the certificate of formation or bylaws of the
Depositor, and the
Depositor 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 Depositor is a party or by which it or
its properties
are bound, or (ii) any law, decree, order, rule or regulation
applicable to the
Depositor of any court or supervisory, regulatory, administrative
or
governmental agency, body or authority, or arbitrator having
jurisdiction over
the Depositor, or its properties, the default in or the breach or
violation of
which would have a material adverse effect on the Depositor or the
ability of
the Depositor to perform its obligations under the Pooling and
Servicing
Agreement or the Mortgage Loan Purchase Agreement; and neither the
delivery of
the Certificates, nor the consummation of any other of the
transactions
contemplated herein or in the Pooling and Servicing Agreement or
the Mortgage
Loan Purchase Agreement, nor the compliance with the provisions of
the Pooling
and Servicing Agreement, the Mortgage Loan Purchase Agreement or
this Agreement
will result in such a breach, violation or default which would have
such a
material adverse effect.
(k) 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 Depositor of the
transactions
contemplated by this Agreement, the Pooling and Servicing Agreement
or the
Mortgage Loan Purchase Agreement (other than as required under
state securities
laws or Blue Sky laws, as to which no representations and
warranties are made by
the Depositor), 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 to the Trustee or, if applicable, to Mortgage
Electronic
Registration Systems, Inc. ("MERS") on behalf of the Trustee,
pursuant to the
Pooling and Servicing Agreement that have not yet been
completed.
(l) 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 Depositor is a party, or to the best of
the Depositor's
knowledge threatened against the Depositor, 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 Depositor or could reasonably interfere with or
materially and
adversely affect the consummation of the transactions contemplated
herein or in
the Pooling and Servicing Agreement or the Mortgage Loan Purchase
Agreement.
(m) At the time of execution and delivery of the Pooling and
Servicing
Agreement, the Depositor will own the mortgage notes (the "Mortgage
Notes")
being transferred to the Trust Fund (as defined in the Pooling and
Servicing
Agreement) pursuant to the Pooling and Servicing Agreement, 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 Pooling
and Servicing Agreement, and will not have assigned to any person
other than the
Trust Fund any of its right, title or interest in the Mortgage
Notes. The
Depositor will have the power and authority to transfer the
Mortgage Notes to
the Trust Fund and to transfer the Certificates to the Underwriter,
and, upon
execution and delivery to the Trustee of the Pooling and Servicing
Agreement,
payment by the Underwriter for the Certificates, and delivery to
the Underwriter
of the Certificates, the Trust Fund will own the Mortgage Notes and
the
Underwriter will acquire title to the Certificates, in each case
free of Liens
except to the extent permitted by the Pooling and Servicing
Agreement.
(n) Any taxes, fees and other governmental charges in connection
with
the execution, delivery and issuance of this Agreement, the Pooling
and
Servicing Agreement, the Mortgage Loan Purchase Agreement, the
Certificates and
the Non-Underwritten Certificates have been or will be paid by the
Depositor or
prior to the Closing Date, except for fees for recording
assignments of Mortgage
Loans to the Trustee or, if applicable, to MERS on behalf of the
Trustee,
pursuant to the Pooling and Servicing Agreement that have not yet
been
completed, which fees will be paid by the Depositor in accordance
with the
Pooling and Servicing Agreement.
(o) The transfer of the Mortgage Loans and the related assets to
the
Trust Estate at the Closing Date will be treated by the Depositor
for financial
accounting and reporting purposes as a sale of assets and not as a
pledge of
assets to secure debt.
(p) The Depositor is not, and, after giving effect to the
transactions
contemplated by the Pooling and Servicing Agreement and the
Mortgage Loan
Purchase Agreement and the offering and sale of the Certificates,
neither the
Depositor nor Trust Fund will be, an "investment company" as
defined in the
Investment Company Act of 1940, as amended.
(q) 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.
1.2 PHH Mortgage represents and warrants to, and agrees with you
that
as of the date hereof (or as of such other date as may be specified
in the
representation and warranty):
(a) as of the Closing Date the representations and warranties of
PHH
Mortgage herein and in the Pooling and Servicing Agreement will be
true and
correct in all material respects.
(b) PHH Mortgage has been duly incorporated and is validly existing
as
a corporation in good standing under the laws of the State of New
Jersey and has
the requisite corporate power to own its properties and to conduct
its business
as presently conducted by it; and PHH Mortgage is duly qualified to
do business
in good standing in all other jurisdictions in which its ownership
of property
or the conduct of its business as presently conducted by it
requires such
qualification.
(c) This
Agreement has been duly authorized, executed and delivered by
PHH Mortgage.
(d) As of the Closing Date, the Pooling and Servicing Agreement
will
have been duly authorized, executed and delivered by the Master
Servicer and,
assuming the valid execution thereof by the Trustee and the
Depositor, the
Pooling and Servicing Agreement will constitute a valid and binding
agreement of
the Master Servicer 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 and by general
equity
principles.
(e) As of the Closing Date, the Mortgage Loan Purchase Agreement
will
have been duly authorized, executed and delivered by PHH Mortgage
and will
constitute a valid and binding agreement of PHH Mortgage
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 and by general equity
principles.
1.3 The Underwriter represents and warrants to and agrees with
the
Depositor and PHH Mortgage that:
(a) No purpose of the Underwriter relating to the purchase of the
Class
R Certificates by the Underwriter is or will be to enable the
Depositor to
impede the assessment or collection of any tax.
(b) The Underwriter has no present knowledge or expectation that
it
will be unable to pay any United States taxes owed by it so long as
any of the
Certificates remain outstanding.
(c) The Underwriter has no present knowledge or expectation that
it
will become insolvent or subject to a bankruptcy proceeding for so
long as any
of the Certificates remain outstanding.
(d) No purpose of the Underwriter relating to any sale of the Class
R
Certificates by the Underwriter will be to enable it to impede the
assessment or
collection of tax. In this regard, the Underwriter hereby
represents to and for
the benefit of the Depositor and PHH Mortgage that the Underwriter
intends to
pay taxes associated with holding the Class R Certificates, as they
become due,
fully understanding that it may incur tax liabilities in excess of
any cash
flows generated by the Class R Certificates.
(e) The Underwriter will, in connection with any transfer it makes
of
the Class R Certificates, obtain from its transferee the affidavit
required by
Section 5.02(d) of the Pooling and Servicing Agreement, will not
consummate any
such transfer if it knows or believes that any representation
contained in such
affidavit is false and will provide the Trustee with the
Certificate required by
Section 5.02(d) of the Pooling and Servicing Agreement.
1.4 The Underwriter covenants and agrees to pay directly, or
reimburse
the Depositor or PHH Mortgage upon demand for (i) any and all taxes
(including
penalties and interest) owed or asserted to be owed by the
Depositor or PHH
Mortgage as a result of a claim by the Internal Revenue Service
that the
transfer 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 Depositor 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 Depositor
agrees to sell to you, and you agree to purchase from the
Depositor, the
Certificates (other than for a de minimis portion of the Class R
Certificates,
which shall be transferred by the Depositor to the Trustee) at a
price equal to
[____________]% of the aggregate principal balance of the
Certificates as of the
Closing Date. There will be added to the purchase price of the
Certificates an
amount equal to interest accrued thereon from the Cut-off Date to
but not
including the Closing Date. The purchase price for the Certificates
was agreed
to by the Depositor in reliance upon the transfer from the
Depositor to the
Underwriter of the tax liabilities associated with the ownership of
the Class R
Certificates.
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 [____________] or such later date as you shall
designate,
which date and time may be postponed by agreement between you and
the Depositor
(such date and time of delivery and payment for the Certificates
being herein
called the "Closing Date"). Delivery of the Certificates (except
for the Class R
Certificates (the "Definitive Certificates")) shall be made to you
through the
Depository Trust Company ("DTC") (such Certificates, the "DTC
Registered
Certificates"), and delivery of the Definitive Certificates shall
be made in
registered, certified form, in each case against payment by you of
the purchase
price thereof to or upon the order of the Depositor by wire
transfer in
immediately available funds. The Definitive Certificates shall be
registered in
such names and in such denominations as you may request not less
than two
business days in advance of the Closing Date. The Depositor agrees
to have the
Definitive Certificates available for inspection, checking and
packaging by you
in New York, New York not later than 1:00 p.m. on the business day
prior to the
Closing Date.
4. OFFERING BY UNDERWRITERS. It is understood that the
Underwriter
proposes to offer the Certificates for sale to the public as set
forth in the
Prospectus.
(a) It is understood that the 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 the 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 the 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
Definitive Free Writing Prospectus.
(2) Any Free Writing Prospectus (other than the Definitive
Free Writing Prospectus) relating to the Certificates used by
the
Underwriter in compliance with the terms of this Agreement prior to
the
time the 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 Certificates and
used by the 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 has 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 the 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, 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 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, or Permitted Additional Materials.
(2) The 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 D 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 the 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
