STRUCTURED ASSET SECURITIES
CORPORATION
[Mortgage Backed Notes]
[Mortgage Pass-Through
Certificates]
[
] [ ],
2005
UNDERWRITING AGREEMENT
(Standard Terms)
LEHMAN BROTHERS INC.
745 7 th Avenue, 7
th Floor
New York, New York 10019
Acting on behalf of itself and, if
applicable, as the Representative of the several Underwriters named
in Schedule 1 to the applicable Terms Agreement (as defined below)
(in either such capacity sometimes herein the
“Representative”)
Ladies and Gentlemen:
1.
Introductory . Structured Asset Securities Corporation, a
Delaware corporation (the “Depositor”), proposes to
form one or more trusts (the “Trusts”), which will
issue, from time to time, securities entitled [Mortgage Backed
Notes (the “Notes”)] [Mortgage Pass-Through
Certificates (the “Certificates”)] in one or more
series (each a “Series”). Each [Note]
[Certificate] will evidence an undivided or percentage interest in
a Trust. The Trusts will issue [Notes] [Certificates] on
terms specified in the applicable Prospectus (as hereinafter
defined). The Primary Assets (the “Primary
Assets”) of each Trust will consist of (a) fixed or
adjustable rate, fully amortizing or balloon, conventional, first
or second lien residential mortgage loans (the “Mortgage
Loans”), (b) manufactured housing conditional sales
contracts and installment loan agreements with respect to
manufactured homes (the “Manufactured Home Loans”)
secured by new or used manufactured homes, (c) Private
Mortgage Backed Securities which may consist of mortgage
pass-through or participation certificates, evidencing an undivided
interest in a pool of mortgage loans, or collateralized mortgage
obligations secured by mortgage loans, (d) mortgage loans (the
“FHA Loans”) insured by the Federal Housing
Administration (the “FHA”), mortgage loans (“VA
Loans”) partially guaranteed by the Veterans Administration
(the “VA”) (collectively, the “FHA/VA Mortgage
Loans”) and certain related property to be conveyed to the
Trust by the Depositor or (e) pass-through certificates
guaranteed by the Government National Mortgage Association, the
Federal Home Loan Mortgage Corporation or the Federal National
Mortgage Association.
The [Notes] [Certificates] to which this
underwriting agreement (this “Agreement”) applies will
be issued pursuant to [an Indenture and a Transfer and Servicing
Agreement][a Trust Agreement or Pooling and Servicing Agreement, as
applicable] (the related “Operative Agreement”), with
respect to each Series among the Depositor and a trustee to be
identified in the Prospectus Supplement (as hereinafter defined)
for each such Series (the “[Indenture] Trustee”), and,
if applicable, one or more servicers and/or a master servicer (the
“Master Servicer”) to be identified in the Prospectus
Supplement for each such Series.
The [Notes] [Certificates] are more fully
described in the Registration Statement (as defined herein), which
the Depositor has furnished to you. Each Series of [Notes]
[Certificates] and any classes of [Notes] [Certificates] (each a
“Class”) within such Series may vary as to, among other
things, number and types of Classes, principal or notional amount,
interest rate, the percentage interest, if any, evidenced by each
Class in the payments of principal of and interest on, or with
respect to, the Primary Assets included in the related Trust
[Fund], priority of payment among Classes, credit enhancement with
respect to the Primary Assets in the related Trust [Fund], [whether
the Depositor will elect to treat the related Trust Fund as a
“real estate mortgage investment conduit” (a
“REMIC”) under the Internal Revenue Code of 1986, as
amended (the “Code”),] the Classes of such Series
subject to this Agreement, and any other terms contemplated by the
related Operative Agreement with respect to the [Notes]
[Certificates] of such Series.
Each offering of the [Notes]
[Certificates] to which this Agreement applies will be made
pursuant to the Registration Statement through you or through an
underwriting syndicate managed by you. Whenever the Depositor
determines to form a Trust and to make such an offering of [Notes]
[Certificates], it will enter into an appropriate agreement (each,
a “Terms Agreement”), a form of which is attached
hereto as Exhibit A, providing for the sale of certain classes
of such [Notes] [Certificates] to, and the purchase and offering
thereof by, you and such other Underwriters, if any, selected by
you as have authorized you to enter into such Terms Agreement on
their behalf (the “Underwriters,” which term shall
include you, whether acting alone in the sale of such [Notes]
[Certificates], or as a member of an underwriting syndicate).
Such Terms Agreement shall specify the undivided interest,
principal or notional amount of each Class of the [Notes]
[Certificates] to be issued, the Classes of [Notes] [Certificates]
subject to this Agreement, the price at which such Classes of
[Notes] [Certificates] are to be purchased by the Underwriters from
the Depositor and the initial public offering price or the method
by which the price at which such [Notes] [Certificates] are to be
sold will be determined.
Each such offering of the [Notes]
[Certificates] will be governed by this Agreement, as supplemented
by the applicable Terms Agreement, and this Agreement and such
Terms Agreement shall inure to the benefit of and be binding upon
each Underwriter participating in the offering of such [Notes]
[Certificates]. Capitalized terms not otherwise defined
herein are defined in the related Operative Agreement.
2.
Representations and Warranties of the
Depositor . The
Depositor represents and warrants to you as of the date hereof and
to the Underwriters 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 asset-backed securities
(including the [Notes] [Certificates]) and the offering thereof
from time to time in accordance with Rule 415 under the Securities
Act of 1933, as amended (the “Act”), has (i) been filed
with the Securities and Exchange Commission (the
“Commission”) and (ii) such Registration Statement, as
amended, has become effective. Such registration statement,
as of its effective date, and each amendment thereto relating to
the sale of the [Notes][Certificates] offered thereby, as of its
effective date, including all exhibits thereto, is hereinafter
called the “Registration Statement.” The
Depositor proposes to prepare and file with the Commission pursuant
to Rule 424 of the rules and regulations of the Commission (the
“Regulations”) under the Securities Act a final
prospectus relating to the [Notes][Certificates] in the form to be
filed with the Commission pursuant to Rule 424 (the “Base
Prospectus”), any preliminary prospectus supplement relating
to the [Notes][Certificates] in the form to be filed with the
Commission pursuant to Rule 424 (the “Preliminary Prospectus
Supplement”) and a final prospectus supplement relating to
the [Notes][Certificates] in the form to be filed with the
Commission pursuant to Rule 424 (the “Prospectus
Supplement”). The Base Prospectus and any Preliminary
Prospectus Supplement relating to the [Notes][Certificates] in the
form to be filed with the Commission pursuant to Rule 424 are
hereinafter together called the “Preliminary
Prospectus,” and the Base Prospectus and the Prospectus
Supplement relating to the [Notes][Certificates] in the form to be
filed with the Commission pursuant to Rule 424 are hereinafter
together called the “Final Prospectus.” Each of
any Preliminary Prospectus and the Final Prospectus is referred to
herein as a “Prospectus.” Reference made herein
to a 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 such Prospectus
and any reference to any amendment or supplement to the Final
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 Final Prospectus
and incorporated by reference in the Final Prospectus 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 date that is incorporated by reference in the
Registration Statement. The conditions to the use of a
registration statement on Form S-3 under the Securities Act,
as set forth in the General Instructions to Form S-3, and the
conditions of Rule 415 under the Securities Act have been
satisfied with respect to the Registration Statement.
(b)
The Registration Statement conforms, and
any Preliminary Prospectus and the Final Prospectus will conform,
as to form in all respects to the requirements of the Securities
Act and the Regulations thereunder. The Registration
Statement, as of the applicable effective date as to each part of
the Registration Statement, 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. Any Preliminary Prospectus, as of its date, 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 the light of the circumstances under which they were
made, not misleading; provided that no representation or warranty
is made as to (i) information omitted from such Preliminary
Prospectus but included in the Final Prospectus or (ii) information
contained in or omitted from the Registration Statement or the
Final Prospectus in reliance upon and in conformity with written
information furnished to the Depositor by or on behalf of the
Underwriters specifically for use in the preparation thereof
(“Underwriters’ Information”). The Final
Prospectus, as of its date, and as amended or supplemented as of
the related Closing Date, 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 the light of the circumstances
under which they were made, not misleading; provided that no
representation or warranty is made as to information contained in
or omitted from the Registration Statement or the Final Prospectus
in reliance upon and in conformity with the Underwriters’
Information.
(c)
The Depositor has been duly organized and
is validly existing as a corporation in good standing under the
laws of the State of Delaware, with full corporate power and
authority to own its assets and conduct its business as described
in the Base Prospectus, is duly qualified as a foreign corporation
in good standing in all jurisdictions in which the ownership or
lease of its property or the conduct of its business requires such
qualification, except where the failure to be so qualified would
not have a material adverse effect on the Depositor, and the
Depositor is conducting its business so as to comply in all
material respects with the applicable statutes, ordinances, rules
and regulations of each jurisdiction in which it is conducting
business.
(d)
The [Notes][Certificates] of the Series
to which this Agreement relates conform or will conform, as of the
Closing Date specified in the related related Operative Agreement,
to the description thereof contained in the Registration Statement
and the Prospectus; and the [Notes][Certificates] of such Series,
on the Closing Date, will have been duly and validly authorized
and, when such [Notes][Certificates] are duly and validly executed
by the [Indenture] Trustee and delivered in accordance with such
related Operative Agreement and delivered and paid for as provided
herein, will be validly issued and outstanding and entitled to the
benefits and security afforded by such related Operative
Agreement.
(e)
The execution and delivery by the
Depositor of this Agreement, each applicable Terms Agreement, each
applicable related Operative Agreement and the
[Notes][Certificates] of a Series, are within the corporate power
of the Depositor and have been, or will have been duly authorized,
by all necessary corporate action on the part of the Depositor; and
neither the execution and delivery by the Depositor of such
instruments; nor the consummation by the Depositor of the
transactions herein or therein contemplated, nor the compliance by
the Depositor with the provisions hereof or thereof, will (A)
conflict with or result in a breach of, or constitute a default
under, any of the provisions of the certificate of incorporation or
by-laws of the Depositor or any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on
the Depositor or any of its properties, or any of the provisions of
any Servicing Agreement or any indenture, mortgage, contract or
other instrument to which the Depositor is a party or by which it
is bound, or (B) result in the creation or imposition of any lien,
charge or encumbrance upon any of the Depositor’s property
pursuant to the terms of any such indenture, mortgage, contract or
other instrument.
(f)
This Agreement has been and, at the
Closing Date, each applicable Terms Agreement will have been duly
authorized, executed and delivered by the Depositor.
(g)
At the date thereof, each applicable
Operative Agreement will constitute a valid and binding obligation
of the Depositor, enforceable against the Depositor in accordance
with its terms, subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium and
other similar laws affecting creditor’s rights generally as
from time to time in effect, and to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(h)
All approvals, authorizations, consents,
orders or other actions of any person, corporation or other
organization, or of any court, governmental agency or body or
official (except with respect to the state securities or Blue Sky
laws of various jurisdictions), required in connection with the
valid authorization, issuance and sale of the [Notes][Certificates]
of a Series pursuant to this Agreement, the applicable Terms
Agreement, and the applicable Operative Agreement, has been or will
be taken or obtained on or prior to the Closing Date specified in
such Operative Agreement.
(i)
At the applicable Closing Date, any
Primary Assets included in the related Trust [Fund] will meet the
criteria for selection described in the Prospectus.
(j)
At the applicable Closing Date, any
Mortgage Note and each mortgage included in the related Trust
[Fund] will constitute a valid and binding instrument, enforceable
in accordance with its terms, subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency or
other similar laws affecting creditors’ rights generally as
from time to time in effect, and to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(k)
To the extent specified in the Prospectus
Supplement, the [Notes][Certificates] of such Series subject to
this Agreement and offered by means of the Registration Statement
will, when issued pursuant to the applicable Operative Agreement,
be “mortgage-related securities,” as such term is
defined in Section 3(a)(41) of the Exchange Act for so long as they
are rated in one of the two highest rating categories of a
nationally recognized statistical rating agency.
(l)
At the date of its execution and
delivery, each Servicing Agreement, if any, constituted or will
constitute a valid and binding agreement, and is or will be
enforceable by the [Indenture] Trustee against the applicable
Servicer in accordance with its terms, subject, as to enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency
or other similar laws affecting creditors’ rights generally
as from time to time in effect, and to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(m)
At the applicable Closing Date, any FHA
Loan included in the related Trust [Fund] will be insured by the
FHA, such insurance to be evidenced in each case by a mortgage
insurance certificate duly and validly issued by the Secretary of
Housing and Urban Development, and each contract of mortgage
insurance covering an FHA Loan will constitute a valid and binding
obligation of the FHA; at the applicable Closing Date, any VA Loan
included in the related Trust [Fund] will be partially guaranteed
by the VA, such guaranty to be evidenced in each case by a
certificate duly and validly issued by the VA, and each guaranty
covering a VA Loan will constitute a valid and binding obligation
of the VA.
(n)
The Trust is not an investment company
subject to registration with respect to each Series under the
Investment Company Act of 1940, as amended (the “Investment
Company Act”) and is not under the control of an investment
company.
(o)
At the applicable Closing Date, the
representations and warranties made by the Depositor in the
applicable Operative Agreement will be true and correct.
(p)
At the time of the execution and delivery
of the applicable Operative Agreement, the Depositor will be the
beneficial owner of the Primary Assets (other than any Retained
Interest with respect to such Primary Assets) being transferred to
the [Indenture] Trustee pursuant thereto, free and clear of any
lien or other encumbrance, and will not have assigned to any person
any of its right, title or interest in the Primary Assets or in
such related Operative Agreement or the [Notes][Certificates] being
issued pursuant thereto.
(q)
At the time of the execution and delivery
of the applicable Operative Agreement, the Depositor will have the
power and authority to transfer the Primary Assets to the
[Indenture] Trustee and to transfer the [Notes][Certificates] to
each of the Underwriters and, upon execution and delivery to the
[Indenture] Trustee of the related Operative Agreement and delivery
to each of the Underwriters of the [Notes][Certificates], the
Primary Assets constituting a portion of the Trust [Fund] will have
been duly and validly assigned to the [Indenture] Trustee in
accordance with the terms of the related Operative
Agreement.
(r)
At the applicable Closing Date with
respect to any Series, any Private Mortgage-Backed Securities
deposited into the related Trust [Fund] will be duly and validly
assigned, delivered and pledged to the [Indenture] Trustee or its
nominee and have been either (i) duly and validly registered in the
name of the [Indenture] Trustee or its nominee; or (ii) delivered
to the [Indenture] Trustee for registration in the name of the
[Indenture] Trustee or its nominee and all other steps required,
other than the registration of such Private Mortgage-Backed
Securities in the name of the [Indenture] Trustee or its nominee,
will have been taken in order to effect such registration; and,
upon such registration, the [Indenture] Trustee will have acquired
either the sole ownership interest, or a duly and validly perfected
security interest, in all such Private Mortgage-Backed Securities,
subject to no prior lien or other encumbrance.
(s)
Any taxes, fees and other governmental
charges in connection with the execution, delivery and issuance of
this Agreement, the applicable Operative Agreement and the
[Notes][Certificates] have been or will be paid at or prior to the
applicable Closing Date.
(t)
This Agreement does, and the applicable
Operative Agreement, the applicable Terms Agreement and any
applicable insurance policies or types of credit enhancement will,
conform in all material respects to the descriptions thereof
contained in the Prospectus.
(u)
At the date of the initial bona
fide offer of the [Notes][Certificates], the Depositor was not
an “ineligible issuer” as defined in Rule 405 under the
Securities Act.
(v)
At the applicable Closing Date with
respect to a Series, the [Notes][Certificates] shall have received
the rating or ratings specified in the related Terms
Agreement.
3.
Purchase, Sale and Delivery of
[Notes][Certificates] .
Subject to the execution of the Terms Agreement for a particular
offering of [Notes][Certificates] and subject to the terms and
conditions and in reliance upon the representations and warranties
set forth in this Agreement and such Terms Agreement, the Depositor
agrees to sell to each Underwriter, severally and not jointly, and
each Underwriter agrees, severally and not jointly, to purchase
from the Depositor, the respective original principal amounts of
the related [Notes][Certificates] set forth in the related Terms
Agreement opposite the name of such Underwriter, plus any
additional original principal amount of [Notes][Certificates] which
such Underwriter may be obligated to purchase pursuant to Section
10 hereof, at the purchase price therefor set forth in such Terms
Agreement.
Delivery of and payment for the
[Notes][Certificates] to which this Agreement applies will be made
at the office of Lehman Brothers Inc., 745 Seventh Avenue, New
York, New York 10019, at such time as shall be specified in the
applicable Terms Agreement, or at such other place and time as you
and the Depositor shall agree upon, each such time being herein
referred to as a “Closing Date”. Delivery of such
[Notes][Certificates] shall be made by the Depositor to the
Underwriters against payment of the purchase price specified in the
applicable Terms Agreement in immediately available funds wired to
such bank as may be designated by the Depositor, or paid by such
other manner as may be agreed upon by the Depositor and the
Representative. The [Notes][Certificates] to be so delivered
will be in definitive, fully registered form, or maintained through
the facilities of The Depository Trust Company, as indicated in the
applicable Prospectus Supplement, in such denominations and
registered in such names and at such locations as you request in
writing at least 3 business days prior to the Closing Date, and
will be made available for checking and packaging at least 24 hours
prior to the applicable Closing Date.
The parties hereto agree that settlement
for all securities sold pursuant to this Agreement shall take place
on the terms set forth herein as permitted under Rule 15c6-1(d)
under the Exchange Act.
4.
Offering by Underwriters
. It is understood that the several
Underwriters propose to offer the [Notes][Certificates] subject to
this Agreement for sale to the public as set forth in the
Prospectus.
5.
Covenants of the Depositor
. The Depositor covenants and
agrees with you and the several Underwriters participating in the
applicable offering of the [Notes][Certificates] that:
(a)
immediately following the execution of
each Terms Agreement, (1) the Depositor will prepare, if required,
a Preliminary Prospectus Supplement setting forth the amount of
[Notes][Certificates] covered thereby and the terms thereof not
otherwise specified in the Prospectus, and such other information
as you and the Depositor deem appropriate in connection with the
offering of such [Notes][Certificates] and (2) the Depositor will
prepare a Prospectus Supplement setting forth the amount of
[Notes][Certificates] covered thereby and the terms thereof not
otherwise specified in the Base Prospectus, the price at which such
[Notes][Certificates] are to be purchased by the Underwriters from
the Depositor, either the initial public offering price or the
method by which the price at which such [Notes][Certificates] are
to be sold will be determined, the selling concessions and
reallowances, if any, and such other information as you and the
Depositor deem appropriate in connection with the offering of such
[Notes][Certificates], but in each case the Depositor will not file
any amendments to the Registration Statement as in effect with
respect to the [Notes][Certificates], or any amendments or
supplements to the Final Prospectus, unless it shall first have
delivered copies of such amendments or supplements to the
Representative and the Representative shall not have reasonably
objected thereto promptly after receipt thereof; the Depositor will
immediately advise you or your counsel (i) when notice is
received from the Commission that any post-effective amendment to
the Registration Statement has become or will become effective and
(ii) of any order or communication suspending or preventing, or
threatening to suspend or prevent, the offer and sale of the
[Notes][Certificates] or of any proceedings or examinations that
may lead to such an order or communication, whether by or of the
Commission or any authority administering any state securities or
Blue Sky law, as soon as the Depositor is advised thereof, and the
Depositor will use its best efforts to prevent the issuance of any
such order or communication and if such order is issued, the
Depositor will obtain its lifting as soon as possible;
(b)
the Depositor will cause any Free Writing
Prospectus (as defined herein) delivered to investors in accordance
with Sections 6 and 7 as the Depositor is required under the
Regulations to be filed with the Commission, and to do so within
the applicable period of time prescribed by the
Regulations;
(c)
if, at any time when a Final Prospectus
relating to the [Notes][Certificates] is required to be delivered
under the Securities Act, any event occurs as a result of which the
Final Prospectus as then amended or supplemented would include any
untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or if it
is necessary at any time to amend or supplement the Final
Prospectus to comply with the Securities Act or the Regulations
thereunder, the Depositor will promptly prepare and file with the
Commission an amendment or supplement that will correct such
statement or omission or an amendment that will effect such
compliance;
(d)
the Depositor will cause the [Indenture]
Trustee to furnish or make available, within a reasonable time
after the end of each calendar year, to each holder of a
certificate at any time during such year, such information as the
Depositor deems necessary or desirable to assist Certificateholders
in preparing their federal income tax returns;
(e)
the Depositor will furnish to you copies
of the Registration Statement, any Preliminary Prospectus and the
Final Prospectus, and all amendments and supplements to such
documents relating to the [Notes][Certificates] in each case as
soon as available and in such quantities as you reasonably
request;
(f)
the Depositor will arrange for the
qualification of the [Notes][Certificates] for sale and the
determination of their eligibility for investment under the laws of
such jurisdictions as you reasonably designate and will continue
such qualifications in effect so long as required for the
distribution; provided, however, that neither the Depositor nor the
applicable Trust shall be required to do business in any
jurisdiction where it is now not
qualified or to take any action which would subject it to general
or unlimited service of process in any jurisdiction in which it is
now not subject to service of process;
(g)
the Depositor will cause the [Indenture]
Trustee while the [Notes][Certificates] of a Series are outstanding
to:
(h)
furnish to you, and upon your request to
each of the other Underwriters, within 90 days after the close of
each fiscal year, appropriate annual financial statements of the
related Trust, in such form as to disclose its financial condition
at the end of and the results of its operations for, such fiscal
year;
(i)
furnish to you, and upon your request to
each of the other Underwriters, as soon as available, copies of all
reports filed with the Commission and copies of each notice
published or mailed to holders of the [Notes][Certificates]
pursuant to the related Operative Agreement; and
(j)
furnish to you, and upon your request to
each of the other Underwriters, such other information with respect
to the related Trust or its financial condition or results of
operations, as you may reasonably request, including but not
limited to information necessary or appropriate to the maintenance
of a secondary market in the [Notes][Certificates] of such
Series;
(k)
the Depositor will pay all expenses
incident to the performance of its obligations under this Agreement
and the related Terms Agreement and will reimburse the Underwriters
for any expenses (including fees and disbursements of their
counsel) incurred by them in connection with qualification of the
related Series of [Notes][Certificates] and determination of their
eligibility for investment under the laws of such jurisdictions as
you may reasonably designate and the printing of memoranda relating
thereto, for any fees charged by any nationally recognized
statistical rating organization for the rating of such
[Notes][Certificates] and, to the extent previously agreed upon
with you, for expenses incurred in distributing any related
Preliminary Prospectus and the related Final Prospectus (including
any amendments and supplements thereto) to the Underwriters;
and
(l)
during the period when a Prospectus is
required by law to be delivered in connection with the sale of a
Series of [Notes][Certificates] pursuant to this Agreement, the
Depositor will file, or cause the [Indenture] Trustee to file on
behalf of the related Trust, on a timely and complete basis, all
documents that are required to be filed by the related Trust with
the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange
Act.
6.
Covenants of the
Underwriters . Each
Underwriter covenants and agrees with the Depositor, as of the date
of the related Terms Agreement and as of the Closing Date,
that:
(a)
it has not provided and will not provide
to any potential investor any information that would constitute
“issuer information” within the meaning of Rule 433(h)
under the Securities Act other than information contained in the
Preliminary Term Sheet (as defined herein);
(b)
in disseminating information to
prospective investors, it has complied and will continue to comply
fully with the Regulations, including, but not limited to Rules 164
and 433 under the Securities Act and the requirements thereunder
for filing and retention of free writing prospectuses;
(c)
it has not disseminated and will not
disseminate any information relating to the [Notes] [Certificates]
in reliance on Rule 167 or 426 under the Securities Act;
(d)
[it has not disseminated and will not
disseminate any information relating to the [Notes] [Certificates]
in a manner reasonably designed to lead to its broad unrestricted
dissemination within the meaning of Rule 433(d) under the
Securities Act;]
(e)
each Free Writing Prospectus disseminated
by such Underwriter bore or will bear the applicable legends
required under this Agreement, and no Free Writing Prospectus
disseminated by such Underwriter bore or will bear any legend
proscribed under this Agreement;
(f)
[prior to entering into any Contract of
Sale, the Underwriter shall convey any Preliminary Prospectus (if
prepared in connection with the related Series) to each prospective
investor. The Underwriter shall maintain sufficient records
to document its conveyance of such Preliminary Prospectus to each
potential investor prior to the formation of the related Contract
of Sale and shall maintain such records as required by the
Regulations;]
(g)
in relation to each member state of the
European Economic Area which has implemented the Prospectus
Directive (each, a “Relevant Member State”), each
Underwriter represents and agrees that with effect from and
including the date on which the Prospectus Directive is implemented
in that Relevant Member State (the “Relevant Implementation
Date”), they have not made and will not make an offer of
[Notes] [Certificates] to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the [Notes]
[Certificates] which has been approved by the competent authority
in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with the
Prospectus Directive, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of
[Notes] [Certificates] to the public in that Relevant Member State
at any time:
(i)
to legal entities which are authorized or
regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to
invest in securities;
(ii)
to any legal entity which has two or more
of (x) an average of at least 250 employees during the last
financial year; (y) a total balance sheet of more than
€43,000,000 and (z) an annual net turnover of more than
€50,000,000, as shown in its last annual or consolidated
accounts; or
(iii)
in any other circumstances which do not
require the publication by the issuer of a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this Section, the
expression an “offer of [Notes] [Certificates] to the
public” in relation to any [notes] [certificates] in any
Relevant Member State means the communication in any form and by
any means of sufficient information on the terms of the offer and
the Underwritten [Notes] [Certificates] to be offered so as to
enable an investor to decide to purchase or subscribe for the
offered [notes] [certificates], as the same may be varied in that
member state by any measure implementing the Prospectus Directive
in that member state and the expression “Prospectus
Directive” means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State;
and
(h)
[each confirmation of sale with respect
to [Notes] [Certificates] delivered by an Underwriter shall, if
such confirmation of sale
