BOARDWALK MORTGAGE SECURITIES INC.
$[_____________] (Approximate)
Asset-Backed Pass-Through Certificates
Boardwalk Mortgage Securities Inc.
Series 200_-__
[date]
UNDERWRITING AGREEMENT
[
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as Representative of the several
Underwriters
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[
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Ladies and Gentlemen:
Boardwalk Mortgage Securities Inc. (the "Depositor"), a
Delaware
corporation, has authorized the issuance and sale of Boardwalk
Mortgage
Securities Inc., Asset-Backed Pass-Through Certificates, Series
200_-__ (the
"Certificates"). The Certificates are designated as (i) the Class
A-1
Certificates, the Class A-2A Certificates, the Class A-2B
Certificates, the
Class A-2C Certificates and the Class A-2D Certificates
(collectively, the
"Class A Certificates") and (ii) the Class M-1 Certificates, the
Class M-2
Certificates, the Class M-3 Certificates, the Class M-4
Certificates, the Class
M-5 Certificates, the Class M-6 Certificates, the Class M-7
Certificates, the
Class M-8 Certificates, the Class M-9 Certificates and the Class
M-10
Certificates (collectively, the "Mezzanine Certificates"; together
with the
Class A Certificates, the "Underwritten Certificates"). Also to be
issued are
the Class CE Certificates, the Class P Certificates, the Class R
Certificates
and the Class R-X Certificates (collectively, the "Non-Offered
Certificates").
The Underwritten Certificates and the Non-Offered Certificates are
referred to
together as the "Certificates."
Only the Underwritten Certificates are being purchased by the
underwriters named in Schedule A hereto (the "Underwriters"), and
the
Underwriters severally are purchasing 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.
[__________] is acting as representative of the several
Underwriters and, in
such capacity, is hereinafter referred to as the "Representative."
If only one
underwriter is named in Schedule A, the terms "Underwriter,"
"Underwriters" and
"Representative" shall refer to that named underwriter.
The Certificates will be issued under a Pooling and Servicing
Agreement, dated as of [__________] (the "Pooling and Servicing
Agreement"),
among the Depositor as depositor, [__________] as master servicer
(in such
capacity, the "Master Servicer") and [__________] as 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 include, among other things, a segregated
pool (the
"Mortgage Pool") of certain adjustable-rate and fixed-rate,
conventional, one-
to four-family residential mortgage loans (collectively, the
"Mortgage Loans"),
the Master Servicer Prepayment Charge Payment Amounts, the Net WAC
Rate
Carryover Reserve Account and 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. A form of the Pooling and Servicing Agreement has been filed
as an
exhibit to the Registration Statement.
The Underwritten 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 date
of
this Agreement (the "Mortgage Loan Purchase Agreement"), between
Ameriquest
Mortgage Company (in such capacity, the "Seller") and the
Depositor, the Seller
will sell to the Depositor all of its right, title and interest in
and to the
Mortgage Loans, including the scheduled principal balances of the
Mortgage Loans
as of the Cut-off Date and interest due after the Cut-off Date.
Pursuant to the
Pooling and Servicing Agreement, the Depositor will sell to the
Trust all of its
right, title and interest in and to the Mortgage Loans, including
the scheduled
principal balances of the Mortgage Loans as of the Cut-off Date and
interest due
after the Cut-off Date.
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The
Depositor represents and warrants to, and agrees with the
Underwriters that as
of the date of the Preliminary Prospectus, as of the date of the
Prospectus, and
as of the Closing Date:
(a) A Registration Statement on Form S-3 (No. 333-[__________])
relating to the Underwritten Certificates 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; "Base Prospectus" means such final prospectus dated
[__________] and
"Prospectus Supplement" means the final prospectus supplement
relating to the
Underwritten Certificates, to be filed with the Commission pursuant
to paragraph
(2), (3) or (5) of Rule 424(b) of the Rules and Regulations.
"Prospectus" means
the Base Prospectus together with the Prospectus Supplement. The
Depositor
proposes to prepare, after the final terms of all classes of the
Underwritten
Certificates are established, a Free Writing Prospectus that
contains
substantially all information that will appear in the Prospectus
Supplement, to
the extent that such information is known at that time (such Free
Writing
Prospectus together with the Base Prospectus, the "Preliminary
Prospectus").
Reference made herein to the Preliminary Prospectus or 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, as
amended (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 Preliminary 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 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, the Preliminary Prospectus and
the
Prospectus conform, and any further amendments or supplements to
the
Registration Statement, the Preliminary Prospectus and the
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
Registration Statement, as of the Effective Date thereof, and 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 and as of the date of the Contract of
Sale, and the
Prospectus, as amended or supplemented, as of its date and as of
the Closing
Date, do 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, the
Preliminary
Prospectus or the Prospectus in reliance upon and in conformity
with information
furnished to the Depositor in writing by any Underwriter expressly
for use
therein as set forth in Exhibit A hereto (the "Underwriters'
Information"), and
(ii) any Excluded Information (as defined in Section 8(a)(i)
below).
(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
(collectively, the "Agreements") and to cause the Certificates to
be issued.
(e) Except as disclosed in the Preliminary Prospectus and the
Prospectus, 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
Mortgage Loans conveyed by the Seller, 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 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 Seller, 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 Section 10 hereof) severally and not jointly
to purchase
from the Depositor, the aggregate 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, Two World Financial Center, 29th Floor, 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
several 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 Underwritten
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; to file such Preliminary
Prospectus pursuant to Rule 433(d) under the Securities Act
not later than the same day on which the Preliminary
Prospectus was made available to the Underwriters; to file
such Prospectus pursuant to Rule 424(b) under the Securities
Act not later than the second Business Day following the day
on which the Prospectus was made available to the
Underwriters; to make no further amendment or 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 its 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 Preliminary Prospectus or Prospectus and (iii)
any document incorporated by reference in the Preliminary
Prospectus or 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 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
Underwriter's 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 Underwritten 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 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) 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 3.19 of the Pooling and Servicing
Agreement; (ii) the annual statement of a firm of independent
public accountants furnished to the Trustee pursuant to
Section 3.20 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 4.02 of the Pooling and Servicing Agreement.
(viii) 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
Seller shall be publicly offered or sold, nor shall 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.
(ix)
In connection with any transaction contemplated by this
Agreement, the Depositor and each of its affiliates maintain
customary, arm's-length business relationships with each
Underwriter and each of its affiliates, and no fiduciary duty
on the part of any Underwriter or any of its affiliates is
thereby or hereby intended or created, and the express
disclaimer of any such fiduciary relationship on the part of
each Underwriter and each of its 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 include
