EXHIBIT 1.1
ASSET BACKED FUNDING CORPORATION
$
(Approximate)
ABFC Asset-Backed Certificates,
Series 20 -
[_________], 20
UNDERWRITING AGREEMENT
Banc of America Securities LLC
214 North Tryon Street
Charlotte, North Carolina 28255
Ladies and Gentlemen:
SECTION 1. Introductory. Asset Backed Funding Corporation, a
Delaware corporation (the "Company"), proposes to sell to Banc of
America
Securities LLC (the "Underwriter"), $______________ aggregate
Certificate
Principal Balance of its Asset-Backed Certificates identified in
Schedule I
hereto (the "Offered Certificates") having the Original Class
Certificate
Principal Balances set forth in Schedule I (subject to an upward or
downward
variance, not to exceed 5%, of the precise Original Class
Certificate Principal
Balances within such range to be determined by the Company in its
sole
discretion). The Offered Certificates, together with the Class M-7,
Class CE,
Class P, Class R and Class R-X Certificates (the "Non-Offered
Certificates") are
collectively referred to herein as the "Certificates" and evidence
the entire
ownership interest in the assets of a trust fund consisting
primarily of two
pools of fixed and adjustable-rate mortgage loans, as described in
Schedule I
(the "Mortgage Loans") to be acquired by the Company pursuant to a
mortgage loan
purchase agreement (the "Mortgage Loan Purchase Agreement"), to be
dated as of
[________] 1, 20 , between the Company and Bank of America,
National
Association. As of the close of business on the date specified in
Schedule I as
the cut-off date (the "Cut-off Date"), the Mortgage Loans will have
the
aggregate principal balance set forth in Schedule I. This
Underwriting Agreement
shall hereinafter be referred to as the "Agreement." Elections will
be made to
treat the segregated pool of assets consisting of the Mortgage
Loans and certain
other related assets as multiple separate real estate mortgage
investment
conduits (each, a "REMIC"). The Certificates are to be issued
pursuant to a
pooling and servicing agreement, to be dated as of [________] 1, 20
(the
"Pooling Agreement"), among the Company, as depositor,
[__________________], as
servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee
(the
"Trustee"). The Offered Certificates will be issued in the
denominations
specified in Schedule I. The Pooling Agreement, this Agreement, the
Mortgage
Loan Purchase Agreement and the purchase agreement, to be dated
[________], 20 ,
among Banc of America Securities LLC, as Initial Purchaser and the
Company (the
"Purchase Agreement") are collectively referred to herein as the
"Basic
Documents."
Capitalized terms used herein that are not otherwise defined
herein
have the meanings assigned thereto in the Pooling Agreement.
SECTION 2. Representations and Warranties of the Company. The
Company represents and warrants to the Underwriter as follows:
(a) The Company meets the requirements for use of Form S-3 under
the
Securities
Act of 1933, as amended (the "Act"), and has filed with the
Securities
and Exchange Commission (the "Commission") a registration
statement
on such Form (the file number of which is set forth in Schedule
I hereto),
which has become effective, for the registration under the Act
of the
Offered Certificates. Such registration statement, as amended
to
the date
of this Agreement, meets the requirements set forth in Rule
415(a)(1)
under the Act and complies in all other material respects with
said Rule. The Company
proposes to file with the Commission pursuant to
Rule 424
under the Act a supplement to the form of prospectus included
in
such
registration statement relating to the Offered Certificates and
the
plan of
distribution thereof and has previously advised the Underwriter
of
all
further information (financial and other) with respect to the
Company
to be set
forth therein. Such registration statement, including the
exhibits
thereto, as amended to the date of this Agreement, is
hereinafter
called the
"Registration Statement"; the prospectus first required to be
filed to
satisfy the condition set forth in Rule 172(c) and pursuant to
Rule
424(b) under the Act is hereinafter called the "Basic
Prospectus";
and such
supplement to the Basic Prospectus, in the form required to be
filed to
satisfy the condition set forth in Rule 172(c) and pursuant to
Rule
424(b) under the Act, is hereinafter called the "Prospectus
Supplement" and, collectively with the Basic Prospectus, the
"Final
Prospectus." Any reference herein to the Registration Statement,
the Basic
Prospectus
or the Final Prospectus shall be deemed to refer to and include
the
documents incorporated by reference therein pursuant to Item 12
of
Form S-3
which were filed under the Securities Exchange Act of 1934, as
amended
(the "Exchange Act"), on or before the date of this Agreement,
or
the issue
date of the Basic Prospectus or the Final Prospectus, as the
case may
be; and any reference herein to the terms "amend," "amendment"
or
"supplement" with respect to the Registration Statement, the
Basic
Prospectus
or the Final Prospectus shall be deemed to refer to and include
the filing
of any document under the Exchange Act after the date of this
Agreement,
or the issue date of the Basic Prospectus or the Final
Prospectus, as the case may be, and deemed to be incorporated
therein by
reference.
(b) At or prior to the time when sales to investors of the
Offered
Certificates were first made (the "Time of Sale"), the Company
had
prepared
the information (collectively, the "Time of Sale Information")
listed in
Schedule II hereto. If, subsequent to the date of this
Agreement,
the Company or the Underwriter has determined that such
information included an untrue statement of material fact or
omitted 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
and have terminated their old purchase contracts and entered
into new
purchase contracts with purchasers of the Offered Certificates,
then "Time
of Sale Information" will refer to the information available to
purchasers
at the time of entry into the first such new purchase contract,
including
any information that corrects such material misstatements or
omissions
("Corrective Information") and "Time of Sale" will refer to the
time and
date on which such new purchase contracts were entered into.
(c) As of the date hereof, when the Final Prospectus is first
filed
pursuant
to Rule 424 under the Act, when, prior to the Closing Date (as
hereinafter defined), any amendment to the Registration Statement
becomes
effective
(including the filing of any document incorporated by reference
in the
Registration Statement), when any supplement to the Final
Prospectus
is filed with the Commission and at the Closing Date, (i) the
Registration Statement, as amended as of any such time, and the
Final
Prospectus, as amended or supplemented as of any such time, will
comply in
all
material respects with the Act and the respective rules
thereunder,
(ii) the
Registration Statement, as amended as of any such time, will
not
contain
any untrue statement of a material fact or omit to state any
material
fact required to be stated therein or necessary in order to
make
the
statements therein not misleading, and (iii) the Final Prospectus,
as
amended or
supplemented as of any such time, will not contain any untrue
statement
of a material fact or omit to state any material fact required
to be
stated therein or necessary in order to make the statements
therein,
in light
of the circumstances under which they were made, not
misleading;
provided,
however, that the Company makes no representations or
warranties
as to the
information contained in or omitted from the Registration
Statement
or the Final Prospectus or any amendment thereof or supplement
thereto in
reliance upon and in conformity with information furnished in
writing to
the Company by or on behalf of the Underwriter specifically for
use in
connection with the preparation of the Registration Statement
or
the Final
Prospectus.
(d) The Time of Sale Information, at the Time of Sale did not,
and
at the 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, however, that the Company makes no
representation and warranty with respect to the information
contained in
or omitted
from the Time of Sale Information or any amendment thereof or
supplement
thereto in reliance upon and in conformity with information
furnished
in writing to the Company by or on behalf of the Underwriter
specifically for use in connection with the preparation of the Time
of
Sale
Information.
(e) The Company has been duly incorporated and is validly
existing
as a
corporation under the laws of the State of Delaware and has
corporate
and other
power and authority to own its properties and conduct its
business,
as now conducted by it, and to enter into and perform its
obligations under this Agreement and the other Basic Documents to
which it
is a
party.
(f) The Company is not aware of (i) any request by the
Commission
for any
further amendment of the Registration Statement or the Basic
Prospectus
or for any additional information or (ii) the issuance by the
Commission
of any stop order suspending the effectiveness of the
Registration Statement.
(g) This Agreement has been duly authorized, executed and
delivered
by the
Company, and each of the other Basic Documents to which the
Company
is a
party, when delivered by the Company, will have been duly
authorized,
executed
and delivered by the Company, and will constitute a legal,
valid
and
binding agreement of the Company, enforceable against the Company
in
accordance
with its terms, subject, as to the enforcement of remedies, to
applicable
bankruptcy, insolvency, reorganization, moratorium,
receivership and similar laws affecting creditors' rights generally
and to
general
principles of equity (regardless of whether the enforcement of
such
remedies is considered in a proceeding in equity or at law),
and
except as
rights to indemnity and contribution hereunder may be limited
by
federal or
state securities laws or principles of public policy.
(h) The Company is not, and on the date on which the first bona
fide
offer of
the Offered Certificates is made will not be, an "ineligible
issuer," as defined in
Rule 405 under the Act.
(i) On the Closing Date, the Basic Documents will conform to
the
description thereof contained in the Registration Statement, the
Final
Prospectus
and the Time of Sale Information; the Offered Certificates will
have been
duly and validly authorized and, when such Offered Certificates
are duly
and validly executed, issued and delivered in accordance with
the
Pooling
and Servicing Agreement, and sold to the Underwriter as
provided
herein,
will be validly issued and outstanding and entitled to the
benefits
of the Pooling Agreement.
(j) As of the Closing Date, the representations and warranties
of
the
Company set forth in the Pooling Agreement will be true and
correct.
(k) Neither the execution and delivery by the Company of this
Agreement
or any other of the Basic Documents nor the consummation by the
Company of
the transactions contemplated herein or therein, nor the
issuance
of the Offered Certificates or the public offering thereof as
contemplated in the Final Prospectus or the Time of Sale
Information will
conflict
in any material respect with or result in a material breach of,
or
constitute a material default (with notice or passage of time or
both)
under, or
result in the imposition of any lien, pledge, charge, of the
property
or assets of the Company (except as required or permitted
pursuant
thereto or hereto), pursuant to any material mortgage,
indenture,
loan
agreement, contract or other instrument to which the Company is
party
or by
which it is bound, nor will such action result in any violation
of
any
provisions of any applicable law, administrative regulation or
administrative or court decree, the certificate of incorporation
or
by-laws of
the Company. The Company is not in violation of its certificate
of
incorporation, in default in any material respect in the
performance or
observance
of any material obligation, agreement, covenant or condition
contained
in any contract, indenture, mortgage, loan agreement, note,
lease,
trust agreement, transfer and servicing agreement or other
instrument
to which a party or by which it may be bound, or to which any
material
portion of its property or assets is subject.
(l) No legal or governmental proceedings are pending to which
the
Company is
a party or of which any property of the Company is subject,
which if
determined adversely to the Company would, individually or in
the
aggregate,
have a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company; and
to the
best of
the Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by
others.
(m) Since the date of which information is given in the
Registration
Statement,
there has not been any material adverse change in the business
or net
worth of the Company.
(n) Any taxes, fees and other governmental charges in
connection
with the
execution and delivery of the Basic Documents and the
execution,
delivery
and sale of the Offered Certificates have been or will be paid
at
or prior
to the Closing Date.
(o) No consent, approval, authorization or order of, or
registration, filing or declaration with, any court or governmental
agency
or body is
required, or will be required, in connection with (i) the
execution
and delivery by the Company of any Basic Document or the
performance by the Company of any of its obligations under the
Basic
Documents
or (ii) the offer, sale or delivery of the Offered Certificates
except
such as shall have been obtained or made, as the case may be,
or
will be
obtained or made, as the case may be, prior to the Closing
Date,
or will
not materially adversely affect the ability of the Company to
perform
its obligations under any Basic Document.
(p) The Company possesses, and will possess, all material
licenses,
certificates, authorities or permits issued by the appropriate
state,
federal or
foreign regulatory agencies or bodies necessary to conduct the
business
now conducted by it and as described in the Final Prospectus
and
the Time
of Sale Information, except to the extent that the failure to
have such
licenses, certificates, authorities or permits does not have a
material
adverse effect on the Offered Certificates or the financial
condition
of the Company, and the Company has not received, nor will it
have
received as of the Closing Date, any notice of proceedings
relating
to the
revocation or modification of any such license, certificate,
authority
or permit which, singly or in the aggregate, if the subject of
an
unfavorable decision, ruling or finding, would materially and
adversely
affect the
conduct of its business, operations or financial condition.
(q) On the Closing Date, (i) the Company will have good and
marketable
title to the related Mortgage Loans being transferred by it to
the Trust
pursuant thereto, free and clear of any lien, (ii) the Company
will not
have assigned to any person any of its right, title or interest
in such
Mortgage Loans or in the Pooling Agreement, and (iii) the
Company
will have
the power and authority to sell such Mortgage Loans to the
Trust, and
upon execution and delivery of the Pooling Agreement by the
Trustee,
the Company and the Servicer, the Trust will have good and
marketable
title thereto, in each case free of liens.
(r) The properties and businesses of the Company conform, and
will
conform,
in all material respects, to the descriptions thereof contained
in the
Final Prospectus and the Time of Sale Information.
(s) The Trust Fund (as defined in the Pooling Agreement) is not
required
to be registered under the Investment Company Act of 1940, as
amended.
(t) It is not necessary in connection with the offer, sale and
delivery
of the Offered Certificates in the manner contemplated by this
Agreement
to qualify the Pooling Agreement under the Trust Indenture Act
of 1939,
as amended.
(u) Other than the Final Prospectus, the Company (including its
agents and
representatives other than the Underwriter) has not made, used,
prepared,
authorized, approved or referred to and will not make, use,
prepare,
authorize, approve or refer to any "written communication" (as
defined in
Rule 405 under the Act) that constitutes an offer to sell or
solicitation of an offer to buy the Offered Certificates other than
(i)
information included in the Time of Sale Information, (ii) any
document
not
constituting a prospectus pursuant to Section 2(a)(10)(a) of the
Act
or Rule
134 under the Act or (iii) other written communication approved
in
writing in
advance by the Underwriter.
(v) Any Issuer Free Writing Prospectus (as defined in Section
11(e)(i))
included in the Time of Sale Information complied in all
material
respects with the Act and has been, or will be filed in
accordance
with Rule 433 under the Act (to the extent required thereby).
SECTION 3. Purchase, Sale and Delivery of Offered Certificates.
On
the basis of the representations, warranties and agreements herein
contained,
but subject to the terms and conditions herein set forth, the
Company agrees to
issue and sell to the Underwriter, and the Underwriter agrees to
purchase from
the Company, the aggregate Certificate Principal Balance of the
Offered
Certificates at a purchase price set forth in Schedule I
hereto.
The Company will deliver the Offered Certificates to the
Underwriter, against payment of the purchase price therefor in same
day funds
wired to such bank as may be designated by the Company, or by such
other manner
of payment as may be agreed upon by the Company and the
Underwriter, at the
offices of [Cadwalader, Wickersham & Taft LLP, New York, New
York] [Hunton &
Williams LLP, Charlotte, North Carolina] at 10:00 A.M., Eastern
time, on
_________, 20___, or at such other place or time not later than
seven full
business days thereafter as the Underwriter and the Company
determine, such time
being referred to herein as the "Closing Date."
The Offered Certificates so to be delivered will be in such
denominations and registered in such names as the Underwriter
requests two full
business days prior to the Closing Date and will be made available
at the office
of Banc of America Securities LLC, Charlotte, North Carolina or,
upon the
Underwriter's request, through the facilities of The Depository
Trust Company.
SECTION 4. Offering by the Underwriter.
(a) It is understood that the Underwriter proposes to offer the
Offered
Certificates subject to this Agreement for sale to the public
(which may
include selected dealers) on the terms as set forth in the
Final
Prospectus.
(b) The Underwriter represents and warrants to, and agrees with,
the
Company,
that:
(i)
In relation to each Member State of the European Economic Area
which has
implemented the Prospectus Directive (each, a "Relevant Member
State"),
it has not made and will not make an offer of Certificates to
the
public in
that Relevant Member State prior to the publication of a
prospectus
in relation to the Offered 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 Certificates
to the
public in that Relevant Member State at any time:
(A) 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;
(B) to any legal entity which has two or more of (1) an
average of at least 250 employees during the last financial
year;
(2) a total balance sheet of more than (euro)43,000,000 and (3)
an
annual net turnover of more than (euro)50,000,000, as shown in
its
last annual or consolidated accounts; or
(C) 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 representation, the expression an "offer of
Certificates to the public" in relation to any Offered 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
Certificates
to be
offered so as to enable an investor to decide to purchase or
subscribe
the 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 the European Commission
Directive
2003/71/EC and includes any relevant implementing measure in
each
Relevant Member State.
(ii) It has only communicated or caused to be communicated and
will
only
communicate or cause to be communicated an invitation or
inducement
to engage
in investment activity (within the meaning of Section 21 of the
United
Kingdom Financial Services and Markets Act 2000 (the "FSMA"))
received
by it in connection with the issue or sale of the Certificates
in
circumstances in which Section 21(1) of the FSMA does not apply to
the
issuer.
(iii) It has complied and will comply with all applicable
provisions
of the
FSMA with respect to anything done by it in relation to the
Offered
Certificates in, from or otherwise involving the United
Kingdom.
SECTION 5. Covenants of the Company. The Company hereby
covenants
and agrees with the Underwriter that:
(a) Prior to the termination of the offering of the Offered
Certificates, the Company will not file any amendment of the
Registration
Statement
or supplement (including the Final Prospectus) to the Basic
Prospectus
unless the Company has furnished the Underwriter a copy for its
review
prior to filing and will not file any such proposed amendment
or
supplement
to which the Underwriter reasonably objects. Subject to the
foregoing
sentence, the Company will cause the Final Prospectus to be
filed with
the Commission pursuant to Rule 424. The Company will advise
the
Underwriter promptly (i) when the Final Prospectus shall have
been
filed with
the Commission pursuant to Rule 424, (ii) when any amendment to
the
Registration Statement relating to the Offered Certificates shall
have
become
effective, (iii) of any request by the Commission for any
amendment
of the
Registration Statement or amendment of or supplement to the
Final
Prospectus
or for any additional information, (iv) of the issuance by the
Commission
of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding
for that
purpose and (v) of the receipt by the Company of any
notification
with
respect to the suspension of the qualification of the Offered
Certificates for sale in any jurisdiction or the initiation or
threatening
of any
proceeding for such purpose. The Company will use its best
efforts
to prevent
the issuance of any such stop order and, if issued, to obtain
as soon as possible
the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Offered
Certificates is required to be delivered under the 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
shall
be
necessary to amend or supplement the Final Prospectus to comply
with
the Act or
the Exchange Act or the respective rules thereunder, the
Company
promptly will prepare and file with the Commission, subject to
the
first
sentence of paragraph (a) of this Section 5, an amendment or
supplement
which will correct such statement or omission or an amendment
which will
effect such compliance and will use its best efforts to cause
any
required post-effective amendment to the Registration Statement
containing
such amendment to be made effective as soon as possible.
(c) The Company will furnish to the Underwriter and counsel for
the
Underwriter, without charge, executed copies of the Registration
Statement
(including
exhibits thereto) and each amendment thereto which shall become
effective
on or prior to the Closing Date and, so long as delivery of a
prospectus
by the Underwriter or dealers may be required by the Act, as
many
copies of the Final Prospectus and any amendments thereof and
supplements thereto as the Underwriter may reasonably request. The
Company
will pay
the expenses of printing all documents relating to the initial
offering.
(d) The Company will furnish such information as may be required
and
otherwise
cooperate in qualifying the Offered Certificates for sale under
the laws
of such jurisdictions as the Underwriter may reasonably
designate
and to
maintain such qualifications in effect so long as required for
the
distribution of the Offered Certificates; provided, however, that
the
Company
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 not now so subject.
SECTION 6. Conditions to the Obligations of the Underwriter.
The
obligation of the Underwriter to purchase the Offered Certificates
shall be
subject to the accuracy of the representations and warranties on
the part of the
Company contained herein as of the date hereof, as of the date of
the
effectiveness of any amendment to the Registration Statement filed
prior to the
Closing Date (including the filing of any document incorporated by
reference
therein) and as of the Closing Date, to the accuracy of the
statements of the
Company made in any certificates delivered pursuant to the
provisions hereof, to
the performance by the Company of its obligations hereunder and to
the following
additional conditions:
(a) The Underwriter shall have received from [________________]
a
letter,
dated the date hereof, confirming that they are independent
public
accountants within the meaning of the Act and the rules and
regulations of
the
Commission promulgated thereunder and otherwise in form and
substance
reasonably
satisfactory to the Underwriter and counsel to the Underwriter.
(b)
All actions required to be taken and all filings required to be
made by
the Company under the Act prior to the sale of the Offered
Certificates shall have been duly taken and made. At and prior to
the
Closing
Date, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings
for that
purpose
shall have been instituted, or to the knowledge of the Company
or
the
Underwriter, shall have been contemplated by the Commission.
(c) Subsequent to the execution and delivery of this Agreement,
there
shall not have occurred (i) any change, or any development
involving
a
prospective change, in or affecting particularly the business
or
properties
of the Company or the Servicer which, in the reasonable
judgment
of the Underwriter, materially impairs the investment quality
of
the
Offered Certificates; (ii) any downgrading in the rating of the
Servicer
by any "nationally recognized statistical rating organization"
(as such
term is defined for purposes of Rule 436(g) under the Act), or
any public
announcement that any such organization has under surveillance
or review
its rating of the Servicer (other than an announcement with
positive
implications of a possible upgrading, and no implication of a
possible
downgrading, of such rating); (iii) any suspension or
limitation
of trading
in securities generally on the New York Stock Exchange, or any
setting of
minimum prices for trading on such exchange; (iv) any banking
moratorium
declared by federal, North Carolina or New York authorities; or
(v) any
outbreak or escalation of major hostilities in which the United
States is
involved, any declaration of war by Congress or any other
substantial national or international calamity or emergency if, in
the
reasonable
judgment of the Underwriter, the effects of any such outbreak,
escalation, declaration, calamity or emergency makes it impractical
or
inadvisable to proceed with completion of the sale of and payment
for the
Offered
Certificates.
(d) On or before the Closing Date, the Underwriter shall have
received
evidence satisfactory to it that each class of Offered
Certificates has been given the ratings set forth on Schedule I
hereto.
(e) The Underwriter shall have received a favorable opinion of
[Cadwalader, Wickersham & Taft LLP] [Hunton & Williams
LLP], special tax
counsel
for the Company, addressed to the Underwriter and dated the
Closing
Date and reasonably satisfactory in form and substance to the
Underwriter and counsel to the Underwriter.
(f) The Underwriter shall have received a favorable opinion of
[Cadwalader, Wickersham & Taft LLP] [Hunton & Williams
LLP], special
counsel
for the Company, addressed to the Underwriter and dated the
Closing
Date and reasonably satisfactory in form and substance to the
Underwriter, with respect to the validity of the Certificates,
ERISA
matters
and such other related matters as the Underwriter shall
require,
and the
Company shall have furnished or caused to be furnished to such
counsel
such documents as they may reasonably request for the purpose
of
enabling
them to pass upon such matters.
(g) The Underwriter shall have received copies of any opinions
of
counsel
for the Company that the Company is required to deliver to any
Rating
Agency. Any such opinions shall be dated the Closing Date and
addressed
to the Underwriter or accompanied by reliance letters addressed
to the
Underwriter.
(h) The Underwriter sha
