<PAGE>
EXHIBIT 1.1
TRIAD AUTOMOBILE RECEIVABLES TRUST 200_-_
CLASS A-1 _______% ASSET BACKED NOTES
CLASS A-2 _______% ASSET BACKED NOTES
CLASS A-3 _______% ASSET BACKED NOTES
CLASS A-4 _______% ASSET BACKED NOTES
TRIAD FINANCIAL SPECIAL PURPOSE LLC
(DEPOSITOR)
_____________, 200_
UNDERWRITING AGREEMENT
[
]
[
]
as representatives of the several Underwriters (the
"Representatives")
Ladies and Gentlemen:
1. Introductory. Triad Financial Special Purpose LLC, a
Delaware limited liability company (the "Depositor"), proposes to
sell
to the Underwriters named herein:
(a) $________ principal amount of Class A-1 ______% Asset
Backed Notes (the "Class A-1 Notes");
(b) $________ principal amount of Class A-2 ______% Asset
Backed Notes (the "Class A-2 Notes");
(c) $________ principal amount of Class A-3 ______% Asset
Backed Notes (the "Class A-3 Notes");
(d) $________ principal amount of Class A-4 ______% Asset
Backed Notes (the "Class A-4 Notes" and, collectively with the
Class
A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class
A
Notes");
(e) [$________ principal amount of Class B ______% Asset
Backed Notes (the "Class B Notes" and, collectively with the Class
A
Notes,] the "Notes" or "Underwritten Securities");
in each case issued by Triad Automobile Receivables Trust 2006-A
(the "Trust").
Simultaneously with the issuance and sale of the Underwritten
Securities as contemplated herein, the Trust will issue a trust
certificate
representing the beneficial ownership interest in the Trust (the
"Certificate").
<PAGE>
The Notes will be secured by the Receivables (as hereinafter
defined)
and certain other property of the Trust. The Notes will be issued
pursuant to
the Indenture to be dated as of _________, 200_ (the "Indenture")
by and between
the Trust and [Indenture Trustee] (the "Indenture Trustee").
The Certificate will represent a beneficial interest in the Trust,
the
assets of which will include the Receivables and certain other
property. The
Certificate will be issued pursuant to the Trust Agreement (the
"Trust
Agreement") to be dated as of _________, 200_ between the
Depositor, Triad
Financial Corporation ("Triad") and [Owner Trustee] (the "Owner
Trustee").
Payments in respect of the Certificate, to the extent specified in
the
Indenture, the Sale and Servicing Agreement and the Trust
Agreement, are
subordinated to the rights of the holders of the Notes.
The property of the Trust will include, among other things, a pool
of
motor vehicle retail installment sales contracts and installment
loans for new
and used automobiles and light duty trucks (the "Receivables"),
sold by Triad to
the Depositor pursuant to the Purchase Agreement (the "Purchase
Agreement")
dated as of __________, 200_, and certain monies due or in some
cases received
thereunder on or after __________, 200_. The Receivables will be
sold to the
Trust by the Depositor and will be serviced for the Trust by Triad
(the
"Servicer" or "Triad"), pursuant to the Sale and Servicing
Agreement (the "Sale
and Servicing Agreement") to be dated as of __________, 200_ by and
among the
Depositor, the Servicer, the Indenture Trustee and the Trust.
[The Class A Notes will have the benefit of a note insurance
policy
(the "Note Policy"), issued by [Insurer], a financial guaranty
insurance company
incorporated under the laws of the State of _______ (the
"Insurer").]
[In connection with the issuance of the Note Policy (i) the
Indenture
Trustee, Triad, the Trust and the Insurer will execute and deliver
an Insurance
and Indemnity Agreement dated as of _________, 200_ (the "Insurance
Agreement")
and (ii) the Representatives and the Insurer will execute and
deliver an
Indemnification Agreement dated as of __________, 200_ (the
"Indemnification
Agreement").]
Capitalized terms used herein and not otherwise defined shall have
the
meanings given them in the Sale and Servicing Agreement.
2. Representations and Warranties of the Depositor. The
Depositor represents and warrants to and agrees with the
underwriters
named in Schedule I hereto (the "Underwriters") that as of the
Execution Time (as hereinafter defined), as of the Applicable Time
(as
hereinafter defined) and as of the Closing Date:
(a) The Depositor has filed with the Securities and
Exchange Commission (the "Commission") a registration statement
(Registration No. 333-132215) on Form S-3, including a base
prospectus
and forms of prospectus supplement, for registration under the
Securities Act of 1933, as amended (the "Act") of the offering and
sale
of the Underwritten Securities, and such registration statement
has
become effective. The Depositor may have filed one or more
amendments
thereto as may have been
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<PAGE>
required to the date hereof, each of which amendments has been
previously furnished to the Representatives. Promptly after
execution
and delivery of this Underwriting Agreement, the Depositor will
prepare
and file with the Commission a final base prospectus and a
final
prospectus supplement relating to the Underwritten Securities
in
accordance with the provisions of Rule 430B and Rule 424(b).
Any
information included in such base prospectus and prospectus
supplement
that was omitted from such registration statement at the time it
became
effective but that is deemed to be part of and included in such
registration statement pursuant to Rule 430B is referred to as
"Rule
430B Information". Such registration statement, at any given
time,
including the amendments thereto to such time, the exhibits and
any
schedules thereto at such time, the documents incorporated by
reference
pursuant to the Act at such time and documents otherwise deemed to
be a
part thereof or included therein by the rules and regulations
(the
"Rules and Regulations") of the Commission under the Act, is
herein
called the "Registration Statement"; provided that references to
the
Registration Statement or other matters relating to the
Registration
Statement
shall be deemed to be references to the Registration
Statement or such other matters relating to the Registration
Statement
as of the Effective Date (as hereinafter defined). The
Registration
Statement at the time it originally became effective is herein
called
the "Original Registration Statement." "Base Prospectus" means the
base
prospectus included in the Registration Statement, as amended at
the
time of the filing of the Prospectus. "Preliminary Prospectus"
means
the base prospectus and the preliminary prospectus supplement used
in
connection with the offering of the Underwritten Securities
that
omitted some of the Rule 430B Information. "Prospectus" means
the
prospectus supplement to the Base Prospectus that is first filed
after
the Execution Time pursuant to Rule 424(b), together with the
Base
Prospectus, as amended at the time of such filing, including
the
documents incorporated by reference therein pursuant to the Act at
the
time of execution of this Agreement. "Prospectus Supplement" means
the
prospectus supplement to the Base Prospectus included in the
Prospectus.
The Depositor has included in the Registration
Statement, as amended at the Effective Date, all information
required
by the Act and the rules thereunder to be included in the
Prospectus
with respect to the Underwritten Securities and the offering
thereof.
As filed, the Preliminary Prospectus includes all information
with
respect to the Underwritten Securities and the offering thereof
required by the Act and the rules thereunder. As filed, the
Prospectus
shall
include all information with respect to the Underwritten
Securities and the offering thereof required by the Act and the
rules
thereunder and, except to the extent that the Underwriters shall
agree
in writing to a modification, shall be in all substantive respects
in
the form furnished to the Representatives prior to the Execution
Time
or, to the extent not completed at the Execution Time, shall
contain
only such specific additional information and other changes
(beyond
that contained in the Preliminary Prospectus) as the Depositor
has
advised the Representatives, prior to the Execution Time, will
be
included or made therein. If the registration statement contains
the
undertaking specified by Regulation S-K Item 512(a), the
registration
statement, at the Execution Time, meets the requirements set forth
in
Rule 415(a)(1)(x).
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For purposes of this Underwriting Agreement,
"Applicable Time" shall have the meaning referred to in Section
2(c)
hereof. "Effective Time" means, with respect to the
Registration
Statement, the date and time as of which the Registration
Statement, or
the most recent post-effective amendment thereto, if any, was
declared
effective by the Commission, or the earlier of the date of filing
of a
prospectus required under rule 424 deemed to be part of the
Registration Statement or the date and time of the first sale
of
Underwritten Securities and "Effective Date" means the date of
the
Effective Time. "Execution Time" shall mean the date and time that
this
Underwriting Agreement is executed and delivered by the parties
hereto.
"Rule 158," "Rule 164," "Rule 405," "Rule 415", "Rule 424",
"Rule
430B," "Rule 433" and "Regulation S-K" refer to such rules or
regulations under the Act. Any reference herein to the
Registration
Statement, the Preliminary Prospectus or the 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
Effective Date of the Registration Statement or the issue date of
the
Preliminary Prospectus or the Prospectus, as the case may be; and
any
reference
herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Preliminary Prospectus
or
the Prospectus shall be deemed to refer to and include the filing
of
any document under the Exchange Act after the Effective Date of
the
Registration Statement, or the issue date of the Preliminary
Prospectus
or the Prospectus, as the case may be, deemed to be
incorporated
therein by reference or otherwise deemed by the Rules and
Regulations
to be a part thereof or included therein. For purposes of this
Underwriting Agreement, all references to the Registration
Statement,
the Preliminary Prospectus, the Prospectus or any amendment or
supplement to any of the foregoing shall be deemed to include the
copy
filed with the Commission pursuant to its Electronic Data
Gathering,
Analysis and Retrieval system ("EDGAR").
(b) The Depositor meets the requirements for use of
Form S-3 under the Act. If the Registration Statement contains
the
undertaking specified by Regulation S-K Item 512(a), the
Registration
Statement, at the Execution Time, meets the requirements set forth
in
Rule 415(a)(1)(x). At the earliest time after the time of filing
the
Original Registration Statement that the Depositor or another
offering
participant made a bona fide offer (within the meaning of Rule
164(h)(2)), of the Underwritten Securities and at the date hereof,
the
Depositor was not and is not an "ineligible issuer", as defined in
Rule
405 of the Rules and Regulations.
(c) The Original Registration Statement became
effective on _______, 2006, and any post-effective amendment
thereto
also has become effective. No stop order suspending the
effectiveness
of the Registration Statement has been issued under the Act and
no
proceedings for that purpose have been instituted or are pending
or, to
the knowledge of the Depositor, are contemplated by the Commission,
and
any request on the part of the Commission for additional
information
has been complied with.
[Neither the Depositor nor any of its affiliates has
distributed or otherwise used or will distribute or otherwise use
any
free writing prospectus (as defined in Rule 405) relating to the
Notes
(a "Free Writing Prospectus"). ][Each Issuer Free Writing
Prospectus,
as of its issue date, does not and will not include any
information
that
4
<PAGE>
conflicts or will conflict with the information then contained in
the
Registration Statement. If at any time following issuance of an
Issuer
Free Writing Prospectus there occurs an event or development as
a
result of which such Issuer Free Writing Prospectus would conflict
with
the information then contained in the Registration Statement or
would
include an untrue statement of a material fact or would 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,
(i) the Depositor has or will promptly notify the Underwriters and
(ii)
the Depositor has or will promptly amend or supplement such Issuer
Free
Writing Prospectus to eliminate or correct such conflict,
untrue
statement or omission; provided, however, that the Depositor makes
no
representations or warranties as to the information contained in
or
omitted from any Issuer Free Writing Prospectus in reliance upon
and in
conformity with the Underwriter Information. "Issuer Free
Writing
Prospectus" means an issuer free writing prospectus, as defined in
Rule
433, relating to the Notes that (i) is required to be filed with
the
Commission by the Depositor or (ii) is exempt from filing pursuant
to
Rule 433(d)(5)(i) because it contains a description of the Notes or
of
the offering that does not reflect the final terms, in each case in
the
form filed or
required to be filed with the Commission or, if not
required to be filed, in the form retained in the Depositor's
records
pursuant to Rule 433(g).]
At the respective times the Original Registration
Statement and each amendment thereto became effective, at each
deemed
effective date with respect to the Underwriters pursuant to
Rule
430B(f)(2) and at the Closing Time, the Registration Statement
complied
and will comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act and the
respective
Rules and Regulations thereunder, and did not and will 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. At the Applicable Time, the Preliminary
Prospectus did not include an 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; and neither the Prospectus nor any amendment or
supplement
thereto, at the time the Prospectus or any such amendment or
supplement
was issued and at the Closing Time, included or will include an
untrue
statement of a material fact or omitted or will 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 Depositor makes no representation
or
warranty as to the information contained in or omitted from the
Registration Statement, the Preliminary Prospectus or the
Prospectus
(or any supplement thereto) in reliance upon and in conformity
with
information furnished in writing to the Depositor by any
Underwriter
through either
Representative specifically for use in connection with
preparation of the Registration Statement, the Preliminary
Prospectus
or the Prospectus (or any supplement thereto) , it being agreed
that
the only such information consists of the statements in the third
and
fourth paragraphs (concerning concessions, reallowances and
initial
offering prices) and in the sixth, seventh, eighth and ninth
paragraphs
(concerning overallotment, stabilizing transactions and penalty
bids)
under the heading "Underwriting" in the Prospectus Supplement
(such
information, the "Underwriter Information"); and provided further
that
the Depositor makes no representation or
5
<PAGE>
warranty as to the information contained in or omitted from any
Form
T-1 filed with respect to the Indenture Trustee.
When filed with the Commission, each Preliminary
Prospectus (including the prospectus and prospectus supplement
filed as
part of the Original Registration Statement or any amendment
thereto)
complied when so filed in all material respects with the Rules
and
Regulations.
As used in this subsection and elsewhere in this
Agreement, "Applicable Time" means ______, New York City time,
on ___________, 200_ or such other time as agreed by the Depositor
and
the Underwriters.
(d) The documents incorporated by reference in the
Registration Statement, the Preliminary Prospectus and the
Prospectus,
when they became effective under the Act or were filed with the
Commission under the Securities Exchange Act of 1934, as amended
(the
"Exchange Act"), as the case may be, conformed in all material
respects
with the requirements of the Exchange Act and the Rules and
Regulations
thereunder.
(e) Since the
respective dates as of which
information is given in the Registration Statement, the
Preliminary
Prospectus and the Prospectus, (i) there has not been any
material
adverse change, or any development involving a prospective
material
adverse change, in or affecting the general affairs, business,
management, financial condition, members' or stockholders'
equity,
results of operations, regulatory status or business prospects of
the
Depositor or Triad, and (ii) neither the Depositor nor Triad
has
entered into any transaction or agreement (whether or not in
the
ordinary course of business) that, in either case, would reasonably
be
expected to materially adversely affect the interests of the
holders of
the Class A Notes [and the Class B Notes], other than as set forth
or
contemplated in the Preliminary Prospectus and the Prospectus.
(f) The Depositor has been duly organized and is
validly existing as a limited liability company in good standing
under
the laws of the State of Delaware, with full power and authority to
own
its properties and conduct its businesses as described in the
Preliminary Prospectus and the Prospectus, and is duly qualified
to
transact business as a foreign limited liability company in
good
standing under the laws of each jurisdiction where the ownership
or
leasing of its properties or the conduct of its business requires
such
qualification, other than where the failure to be so qualified
would
not have a material adverse effect on the transactions
contemplated
herein or in the Basic Documents.
(g) As of the Closing Date, the representations and
warranties (other than the representations and warranties
concerning
the characteristics of the Receivables, which representations
and
warranties will be true and correct in all material respects as of
the
date set forth in the applicable agreement) of Triad in the
Purchase
Agreement and of the Depositor in the Sale and Servicing Agreement
and
the Trust Agreement will be true and correct in all material
respects.
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<PAGE>
(h) No consent, approval, authorization or order of,
or filing with, any court or governmental agency or body is
required to
be obtained or made by the Depositor for the consummation of
the
transactions contemplated by this Underwriting Agreement, except
such
as have been obtained and made under the Act, such as may be
required
under state securities laws and the filing of any financing
statements
required to perfect the Trust's interest in the Receivables.
(i) The Depositor is not in violation of its limited
liability company operating agreement or by-laws or in default in
the
performance or observance of any obligation, agreement, covenant
or
condition contained in any agreement or instrument to which it is
a
party or by which it or its properties are bound which violation
or
default would have a material adverse effect on the
transactions
contemplated herein or in any of the Basic Documents to which
the
Depositor is a party. The execution, delivery and performance by
the
Depositor of this Underwriting Agreement and the Basic Documents
to
which the Depositor is a party and the issuance and sale of the
Class A
Notes [and the Class B Notes] and compliance with the terms and
provisions thereof (i) will not result in a breach or violation of
any
of the terms and provisions of or constitute a default under,
any
statute, rule, regulation or order of any governmental agency or
body
or any court having jurisdiction over the Depositor or any of
its
properties, or the limited liability company operating agreement
or
by-laws of the Depositor and (ii) will not conflict with or result
in a
breach of any of the terms or provisions of, or constitute a
default
under, or result in the creation of any lien, charge, or
encumbrance
upon any of the property or assets of the Depositor pursuant to
the
terms of, any material indenture, mortgage, deed of trust, loan
agreement, guarantee, lease financing agreement, or similar
agreement
or instrument under which the Depositor is a debtor or guarantor.
The
Depositor has full power and authority to authorize, cause the
Trust to
issue, and sell the Notes as contemplated by this Underwriting
Agreement, to enter into this Underwriting Agreement and the
Basic
Documents and to consummate the transactions contemplated herein
and
therein.
(j) This Underwriting Agreement has been duly
authorized, executed and delivered by the Depositor; on the
Closing
Date (as hereafter defined), the Notes will have been duly
executed,
authenticated, issued and delivered and will constitute valid
and
binding obligations of the Trust entitled to the benefits provided
by
the Indenture; on the Closing Date, the Certificate will have been
duly
executed, authenticated, issued and delivered and entitled to
the
benefits provided by the Trust Agreement; on the Closing Date,
the
Basic Documents to which the Depositor is a party will have been
duly
authorized, executed and delivered by and will constitute valid
and
binding obligations of the Depositor enforceable in accordance
with
their terms except as the same may be limited by bankruptcy,
insolvency, reorganization or other similar laws relating to or
affecting the enforcement of creditors' rights generally and by
general
equitable principles, regardless of whether such enforceability
is
considered in a proceeding in equity or at law; and the Basic
Documents
will conform to the description thereof in the Prospectus in
all
material respects.
(k) The computer tape with respect to the Receivables
(the "Computer Tape") to be delivered by Triad as seller under
the
Purchase Agreement to each of the
7
<PAGE>
Owner Trustee, the Indenture Trustee and the Representatives will
be
complete and accurate in all material respects as of the date
thereof.
3. Purchase, Sale, and Delivery of the Underwritten
Securities. On the basis of the representations, warranties,
and
agreements herein contained, but subject to the terms and
conditions
herein set forth, the Depositor agrees to sell to the Underwriters,
and
the Underwriters agree, severally and not jointly, to purchase from
the
Depositor, the aggregate principal amounts of the Class A Notes
[and
the Class B Notes] set forth opposite the names of the Underwriters
in
Schedule I hereto. The Underwritten Securities are to be purchased
at
the following purchase prices:
<TABLE>
<CAPTION>
PURCHASE PRICE
(as a % of the aggregate
principal amount)
---------------------------
<S>
<C>
Class A-1 Notes
_________%
Class A-2 Notes
_________%
Class A-3 Notes
_________%
Class A-4 Notes
_________%
[Class B Notes
_________%]
</TABLE>
Delivery of and payment for the Notes shall be made at the office
of
Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago,
Illinois 60601 (or such
other place as the Depositor and the Representatives shall agree),
on
__________, 200_ (the "Closing Date"). Delivery of the Notes shall
be made
against payment of the purchase price in immediately available
funds drawn to
the order of the Depositor. The Notes to be so delivered will be
initially
represented by one or more global notes registered in the name of
Cede & Co.,
the nominee of The Depository Trust Company ("DTC"). The Depositor
shall make
such global notes representing the Notes available for inspection
by the
Underwriters at the office at which the Notes are to be delivered,
no later than
5:00 p.m. (Chicago time) on the business day prior to the Closing
Date. The
interests of beneficial owners of the Notes will be represented by
book entries
on the records of DTC and participating members thereof.
4.
Offering by Underwriters.
(a) It is understood
that the Underwriters propose
to offer the Underwritten Securities for sale to the public (which
may
include selected dealers), as set forth in the Prospectus.
(b) [Each Underwriter represents, as of the Closing
Date, that it has not distributed or otherwise used or will
distribute
or otherwise use any Free Writing Prospectus relating to the
Notes.]
[Each Underwriter represents, as of the Closing Date,
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<PAGE>
that it
did not provide any prospective investors with any information
in written or electronic form in connection with the offering of
the
Notes that is required to be filed with the Commission in
accordance
with the Act or any Free Writing Prospectus other than those
approved
by the Depositor; provided, however, that, notwithstanding the
foregoing, the Depositor agrees that the Underwriters may
disseminate
information on Bloomberg to prospective investors relating solely
to
the status of allocations and subscriptions (the "Bloomberg
Information"), which the Underwriters represent shall not be
required
to be filed with the Commission pursuant to the safe harbor
provided by
Rule 134 or because such information is a Free Writing Prospectus
that
is not an Issuer Free Writing Prospectus.]
5.
Covenants of the Depositor. The Depositor covenants
and agrees with the Underwriters:
(a) The Depositor, subject to Section 5(b), will
comply with the requirements of Rules 424(b) and 430B and will
notify
the Underwriters immediately, and confirm the notice in writing, of
(i)
the effectiveness of any post-effective amendment to the
Registration
Statement or the filing of any supplement or amendment to the
Prospectus, (ii) the receipt of any comments from the Commission,
(iii)
any request by the Commission for any amendment to the
Registration
Statement or any amendment or supplement to the Prospectus or
any
document incorporated by reference therein or otherwise deemed to
be a
part thereof or for additional information and (iv) the issuance by
the
Commission of any stop order suspending the effectiveness of
the
Registration Statement or of any order preventing or suspending the
use
of any Preliminary Prospectus, or of the suspension of the
qualification of the Underwritten Securities for offering or sale
in
any jurisdiction, or of the initiation or threatening of any
proceedings for any of such purposes. The Depositor will make
every
reasonable effort to prevent the issuance of any stop order and, if
any
stop order is issued, to obtain as soon as possible the lifting
thereof.
(b) Prior to the termination of the offering of the
Notes, not to file any amendment to the Registration Statement or
any
amendment, supplement or revision to either the Preliminary
Prospectus
(including any prospectus included in the Original Registration
Statement or amendment thereto at the time it became effective) or
to
the Prospectus unless the Depositor has furnished each
Representative
with a copy for such Representative's review prior to such
proposed
filing or use, as the case may be, and not to file or use any
document
to which either Representative shall reasonably object.
(c) Subject to Section 5(b), to effect the filings
required under Rule 424(b) in the manner and within the time
period
required by Rule 424(b) (without reliance on Rule 424(b)(8)), and
will
take such steps as it deems necessary to ascertain promptly whether
the
Preliminary Prospectus and the Prospectus transmitted for filing
under
Rule 424(b) were each received for filing by the Commission and, in
the
event that either was not, it will file the Preliminary Prospectus
or
the Prospectus, as applicable.
(d) Promptly from time to time to take such action as
either Representative may reasonably request in order to qualify
the
Underwritten Securities for
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<PAGE>
offering and sale under the securities laws of such states as
either
Representative may request and to continue such qualifications
in
effect so long as necessary under such laws for the distribution
of
such Underwritten Securities; provided that, in connection
therewith,
the Depositor shall not be required to qualify as a foreign
limited
liability company to do business, or to file a general consent
to
service of process in any jurisdiction.
(e) The Depositor will comply with the Act and the
Rules and Regulations, the Exchange Act and the rules and
regulations
thereunder and the Trust Indenture Act and the rules and
regulations
thereunder so as to permit the completion of the distribution of
the
Underwritten Securities as contemplated in this Agreement, the
Registration
Statement and the Prospectus. If, at any time when a
prospectus is required by the Act to be delivered in connection
with
sales of the Underwritten Securities, any event shall occur or
condition shall exist as a result of which it is necessary to amend
the
Registration Statement or amend or amend or supplement the
Prospectus
in order that the Prospectus will not include an 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, or if it shall be necessary
at
any such time to amend the Registration Statement or amend or
supplement the Prospectus in order to comply with the Act or
the
requirements of the Act or the Rules and Regulations, the
Depositor
will promptly notify the Representatives and will prepare and file,
or
cause to be prepared and filed, with the Commission (subject to
Section
5(b)) the review and approval provisions afforded to the
Underwriters
described in Section 5(b) such amendment or supplement as may
be
necessary to correct such statement or omission or to make the
Registration Statement, the Preliminary Prospectus or the
Prospectus
comply with such requirements, the Depositor will use its best
efforts
to have such amendment or new registration statement declared
effective
as soon as practicable (it being understood that any such filing
shall
not operate as a waiver or limitation on any right of any
Underwriter
hereunder).
(f) To cause the Trust to make generally available to
Noteholders as soon as practicable, but in any event no later
than
eighteen months after the original effective date of the
Registration
Statement, an earnings statement of the Trust covering a period of
at
least twelve months beginning after the Effective Date of the
Registration Statement that will satisfy the provisions of
Section
11(a) of the Act and Rule 158 promulgated thereunder.
(g) To furnish to the Underwriters copies of the
Registration Statement (one of which will be signed and will
include
all exhibits), each related preliminary prospectus (including
the
Preliminary Prospectus), the Prospectus and all amendments and
supplements to such documents, in each case as soon as available
and in
such quantities as the Underwriters reasonably request.
(h) So long as any of the Underwritten Securities are
outstanding, to furnish the Representatives copies of all reports
or
other communications (financial or other) furnished to Noteholders,
and
to deliver to the Representatives during such same period, (i) as
soon
as they are available, copies of any reports and financial
statements
10
<PAGE>
furnished to or filed with the Commission; (ii) copies of each
amendment to any of the Basic Documents; (iii) on each
Determination
Date or as soon thereafter as practicable, notice by facsimile of
the
pool factors as of the related Record Date; and (iv) such
additional
information concerning the business and financial condition of
the
Depositor or the Trust as either Representative may from time to
time
reasonably request.
(i) To pay or cause to be paid the following costs
and expenses incident to the performance of its obligations
hereunder:
(i) the printing and filing of the Registration Statement as
originally
filed and of each amendment thereto; (ii) all fees of any
rating
agencies rating the Notes; (iii) all fees and expenses of the
Indenture
Trustee and the Owner Trustee; (iv) all reasonable fees and
expenses of
counsel to the Indenture Trustee; (v) all reasonable fees and
expenses
of counsel to the Owner Trustee; (vi) all fees and expenses of
Tri
