EXHIBIT 1
SECURITIZED ASSET BACKED RECEIVABLES LLC
$514,684,000
(Approximate)
Securitized Asset Backed Receivables LLC Trust 2007-NC2
Mortgage Pass-Through Certificates, Series 2007-NC2
UNDERWRITING AGREEMENT
February 23, 2007
Barclays Capital Inc.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Securitized Asset Backed Receivables LLC, a Delaware limited
liability company (the "Company"), proposes to sell to you, Barclays Capital
Inc. (the "Underwriter"), Securitized Asset Backed Receivables LLC Trust
2007-NC2 Mortgage Pass-Through Certificates, Series 2007-NC2 in the original
principal amount and with the designation described on Schedule A attached
hereto (the "Offered Certificates"). The Offered Certificates will be issued
pursuant to a Pooling and Servicing Agreement, dated as of February 1, 2007 (the
"Pooling and Servicing Agreement"), among the Company, as depositor, NC Capital
Corporation, as responsible party (the "Responsible Party"), Barclays Capital
Real Estate Inc. d/b/a HomEq Servicing, as servicer (the "Servicer") and
Deutsche Bank National Trust Company, as trustee (the "Trustee"). In addition to
the Offered Certificates, the Company will authorize for issuance the Mortgage
Pass-Through Certificates, Series 2007-NC2, Class A-1, Class X, Class P, Class
R-I and Class R-II pursuant to the Pooling and Servicing Agreement (together
with the Offered Certificates, the "Certificates"). The Certificates will
represent in the aggregate the entire beneficial ownership interest in a trust
fund (the "Trust Fund") primarily consisting of a pool of adjustable- and
fixed-rate sub-prime loans (the "Mortgage Loans") secured primarily by
first-lien or second-lien mortgages or deeds of trust on residential properties.
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (No. 333-138183) for the
registration of the Certificates under the Securities Act of 1933 (the "1933
Act"), which registration statement has become effective and copies of which, as
amended to the date hereof, have been delivered to the Underwriter. The Company
proposes to file with the Commission pursuant to Rule 424(b)(5) under the rules
and regulations of the Commission under the Act (the "1933 Act Regulations") a
prospectus supplement, dated February 23, 2007 (the "Prospectus Supplement"), to
the prospectus, dated December 11, 2006, included in such registration
statement, relating to the Offered Certificates and the method of distribution
thereof. Such registration statement on Form S-3, including exhibits thereto and
information that is contained in the Prospectus (as defined below) and is deemed
to be part of and included in such registration statement, as such registration
statement may have been amended or supplemented as of the date of the
Prospectus, is hereinafter referred to as 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 1933 Act, is hereinafter referred
to as the "Base Prospectus"; such form of supplement to the Base Prospectus
relating to the Offered Certificates, in the form first required to be filed to
satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under
the 1933 Act (including the Base Prospectus as so supplemented) is hereinafter
referred to as the "Prospectus Supplement"; and the Base Prospectus and the
Prospectus Supplement, together, are hereinafter referred to as the
"Prospectus". Capitalized terms not otherwise defined in this Agreement are used
herein as defined in the Pooling and Servicing Agreement.
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
following information (collectively, the "Time of Sale Information"): the
Securitized Asset Backed Receivables LLC Trust 2007-NC2 Free Writing Prospectus
dated February 7, 2007, including the Company's Collateral Term Sheet attached
thereto, the Company's Prospectus dated December 11, 2006, the Securitized Asset
Backed Receivables LLC Trust 2007-NC2 Free Writing Prospectus Term Sheet dated
February 5, 2007 and any other "free-writing prospectus" (as defined pursuant to
Rule 405 under the Act (as defined herein)) (a "Free Writing Prospectus") listed
on Schedule B hereto. If, subsequent to the date of this Agreement, the Company
and the Underwriter determine 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 terminate their old purchase contracts and entered into
new purchase contracts with investors 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.
Section 1. Representations and Warranties.
(a) The Company represents and warrants to the Underwriter as
follows:
(i) The Registration Statement, as amended as of its effective
date or deemed effective date pursuant to Rule 430B under the 1933
Act thereof (the "Effective Date") and the Prospectus, as of the
date thereof, complied in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations. The
Registration Statement, as of the Effective Date, did not contain an
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading. The Prospectus, as of the date
thereof, did not, and as of the Closing Date (as defined herein)
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 representations
and warranties in this subsection shall not apply to statements in
or omissions from the Registration Statement or Prospectus made in
reliance upon and in conformity with information furnished to the
Company in writing by the Underwriter expressly for use in the
Registration Statement or Prospectus. The Company and the
Underwriter hereby acknowledge that only the statements set forth in
the last paragraph of the cover of the Prospectus Supplement and
under the caption "Underwriting" in the Prospectus Supplement (other
than the third and fourth full paragraphs under such caption) and
constitute statements made in reliance upon and in conformity with
information furnished to the Company in writing by the Underwriter
expressly for use in the Registration Statement, Prospectus or the
Time of Sale Information (such statements being collectively
referred to as "Underwriter Statements").
(ii) Since the respective dates as of which information is
given in the Registration Statement, Prospectus and Time of Sale
Information, except as otherwise stated therein, (A) there has been
no material adverse change in the condition, financial or otherwise,
or in the earnings, business affairs or business prospects of the
Company, whether or not arising in the ordinary course of business,
and (B) there have been no transactions entered into by the Company,
other than those in the ordinary course of business, which are
material with respect to the Company, in either case which would
materially and adversely affect the Company's ability to perform its
obligations under this Agreement or the Pooling and Servicing
Agreement.
(iii) 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
that the Company makes no representation or warranty with respect to
any statements or omissions made in reliance upon and in conformity
with the Underwriter Statements.
(iv) Other than the Prospectus, the Company (including its
agents and representatives other than the Underwriter in its
capacity as such) 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 1933 Act) that constitutes an offer to sell or
solicitation of an offer to buy the Offered Certificates other than
(i) any document not constituting a prospectus pursuant to Section
2(a)(10)(a) of the 1933 Act or Rule 134 under the 1933 Act, (ii) the
Time of Sale Information, and (iii) each other written communication
of the Company or its agents and representatives approved in writing
in advance by the Underwriter or in any other manner mutually agreed
by the Underwriter and the Depositor (each such communication
referred to in clause (ii) and this clause (iii) constituting an
"issuer free writing prospectus", as defined in Rule 433(h) under
the 1933 Act being referred to as an "Issuer Free Writing
Prospectus"). Each such Issuer Free Writing Prospectus complied or,
if used after the date hereof will comply, in all material respects
with the 1933 Act, has been filed or will be filed in accordance
with Section 7 (to the extent required thereby) and did not at the
Time of Sale, and at the Closing Date will not, contain any untrue
statements of a material fact or (when read in conjunction with the
other Time of Sale Information) 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 the Company makes no representation and warranty with
respect to any statements or omissions made in reliance upon and in
conformity with any Underwriter Statements.
(v) The Company 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 power and authority to own, lease
and operate its properties and to conduct its business, as now
conducted by it, and to enter into and perform its obligations under
this Agreement and the Pooling and Servicing Agreement; and the
Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which the
failure to be so qualified would have a material and adverse effect
on the Company's ability to perform its obligations under this
Agreement and the Pooling and Servicing Agreement.
(vi) The Company is not in violation of its certificate of
formation or in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in
any material contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which the Company is a party, or to
which any of the property or assets of the Company may be subject,
or by which it or any of them may be bound; and the issuance and
sale of the Offered Certificates to the Underwriter, the execution,
delivery and performance of this Agreement and the Pooling and
Servicing Agreement and the consummation of the transactions
contemplated therein and compliance by the Company with its
obligations thereunder have been duly authorized by all necessary
corporate action and will not conflict with or constitute a breach
of, or default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the
Company pursuant to, any material contract, indenture, mortgage,
loan agreement, note, lease or other instrument to which the Company
is a party or by which it or any of them may be bound, or to which
any of the property or assets of the Company is subject, nor will
such action result in any violation of the provisions of the
certificate of formation or limited liability company agreement of
the Company or any applicable law, administrative regulation or
administrative or court decree.
(vii) There is no action, suit or proceeding before or by any
court or governmental agency or body, domestic or foreign, now
pending, or, to the knowledge of the Company, threatened, against or
affecting the Company, which is required to be disclosed in the
Registration Statement (other than as disclosed therein), or which
might materially and adversely affect the Company's ability to
perform its obligations under this Agreement and the Pooling and
Servicing Agreement; all pending legal or governmental proceedings
to which the Company is a party or of which its property or assets
is the subject which are not described in the Registration
Statement, including ordinary routine litigation incidental to the
business, are, considered in the aggregate, not material.
(viii) No authorization, approval or consent of any court or
governmental authority or agency is necessary in connection with the
offering, issuance or sale of the Offered Certificates hereunder,
except such as have been, or as of the Closing Date will have been,
obtained or such as may otherwise be required under applicable state
securities laws in connection with the purchase and offer and sale
of the Offered Certificates by the Underwriter and any recordation
of the respective assignments of the Mortgages to the Trustee
pursuant to the Pooling and Servicing Agreement that have not yet
been completed.
(ix) The Company possesses all material licenses,
certificates, authorities or permits issued by the appropriate
state, federal or foreign regulatory agencies or bodies necessary to
perform its obligations under this Agreement or the Pooling and
Servicing Agreement, and the Company has not received 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 ability of the
Company to perform its obligations under this Agreement or the
Pooling and Servicing Agreement.
(x) Each of this Agreement and the Pooling and Servicing
Agreement has been duly authorized, executed and delivered by the
Company and constitutes a legal, valid and binding agreement
enforceable against the Company in accordance with its terms, except
as enforceability may be limited by (A) bankruptcy, insolvency,
reorganization, receivership, moratorium or other similar laws
affecting the enforcement of the rights of creditors generally, (B)
general principles of equity, whether enforcement is sought in a
proceeding in equity or at law, and (C) public policy considerations
underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of the provisions of
this Agreement or the Pooling and Servicing Agreement that purport
to provide indemnification from securities law liabilities.
(xi) At the time of the execution and delivery of the Pooling
and Servicing Agreement, the Company (i) will have good and
marketable title to the Mortgage Loans being transferred by it to
the Trust Fund pursuant thereto, free and clear of any lien,
mortgage, pledge, charge, encumbrance, adverse claim or other
security interest (collectively "Liens"), to the extent good and
marketable title to the Mortgage Loans is transferred to the
Company, free and clear of all Liens, by the Purchaser, and (ii)
will have the power and authority to transfer such Mortgage Loans to
the Trust Fund, and upon the Closing Date, the Trust Fund will have
acquired ownership of all of the Company's right, title and interest
in and to the related Mortgage Loans.
(xii) At the Closing Date, the Offered Certificates will be
rated not lower than the ratings set forth in the Prospectus
Supplement under the heading "Ratings".
(xiii) Any taxes, fees and other governmental charges in
connection with the execution, delivery and issuance of the Pooling
and Servicing Agreement to which it is a party and the Offered
Certificates have been paid or will be paid at or prior to the
Closing Date.
(xiv) The Company was informed, prior to any public
announcement of the issue of the Offered Certificates, of the
existence of the Financial Servicers Authority's informational
guidance referred to in MAR 2.3.2R(4) of the price stabilizing rules
made under Section 144(1) of the United Kingdom's Financial Services
and Markets Act 2000 (the "FSMA") and it has not issued and will not
issue, without the prior consent of the Underwriter, any
communication to which MAR 2.3.2R(1) of those rules applies unless
that communication adequately discloses that stabilizing action may
take place in relation to the issue of the Offered Certificates and
complies with MAR 2.3.3E of those rules.
(xv) The Company is not, and on the date on which the first
bona fide offer of the Offered Certificates is made (within the
meaning of Rule 164(h)(2) under the 1933 Act) will not be, an
"ineligible issuer", as defined in Rule 405 under the 1933 Act.
(b) Any certificate signed by any officer of the Company and
delivered to the Underwriter or the Underwriter's counsel shall be deemed a
representation and warranty by the Company to the Underwriter as to the matters
covered thereby.
Section 2. Purchase and Sale.
Subject to the terms and conditions herein set forth and in reliance
upon the representations and warranties herein contained, the Company agrees to
sell to the Underwriter, and the Underwriter agrees to purchase from the
Company, at a purchase price set forth on Schedule A hereto, the principal
amount of the Offered Certificates set forth on Schedule A hereto.
Section 3. Delivery and Payment.
Payment of the purchase price for, and delivery of, the Offered
Certificates to be purchased by the Underwriter shall be made at the office of
Barclays Capital Inc. ("Barclays"), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
or at such other place as shall be agreed upon by the Underwriter and the
Company, at 10:00 A.M. New York City time, on February 27, 2007, which date and
time may be postponed by agreement between you and the Company (such time and
date of payment and delivery being herein called the "Closing Date"). Payment
shall be made to the Company, in immediately available federal funds wired to
such bank as may be designated by the Company, against delivery of the Offered
Certificates or with respect to payments to be made by Barclays, at the
Company's option, by appropriate notation of an intercompany transfer between
affiliates of Barclays Bank PLC. The Offered Certificates shall be in such
denominations and registered in such names as you may request in writing at
least two business days before the Closing Date. The Offered Certificates will
be made available for examination and packaging by you not later than 10:00 A.M.
on the last business day prior to the Closing Date.
Section 4. Covenants of The Company. The Company covenants with the
Underwriter as follows:
(a) The Company will give the Underwriter notice of its intention to
prepare, use, authorize, approve, refer to or file any Issuer Free Writing
Prospectus or to file or prepare any amendment to the Registration Statement or
any amendment or supplement to the Prospectus (including any revised prospectus
which the Company proposes for use by the Underwriter in connection with the
offering of the Offered Certificates which differs from the prospectus on file
at the Commission at the time the Registration Statement becomes effective,
whether or not such revised prospectus is required to be filed pursuant to Rule
424(b) of the 1933 Act Regulations), will furnish the Underwriter with copies of
any such Issuer Free Writing Prospectus, amendment or supplement a reasonable
amount of time prior to such proposed filing or use, as the case may be, and
will not prepare, use, authorize, approve, refer to or file any Issuer Free
Writing Prospectus or file any such amendment or supplement or use any such
prospectus to which you shall reasonably object.
(b) The Company will cause the Prospectus to be transmitted to the
Commission for filing pursuant to Rule 424(b)(5) under the 1933 Act by means
reasonably calculated to result in filing with the Commission pursuant to said
rule. Subject to Section 7, the Company will cause each Issuer Free Writing
Prospectus to be transmitted for filing pursuant to Rule 433(d) under the 1933
Act by means reasonably calculated to result in filing with the Commission
pursuant to said rule.
(c) The Company will furnish to the Underwriter, from time to time
during the period when the Prospectus is required to be delivered under the 1933
Act or the Securities Exchange Act of 1934 (the "1934 Act"), such number of
copies of the Prospectus and each Free Writing Prospectus (as amended or
supplemented) as the Underwriter may reasonably request for the purposes
contemplated by the 1933 Act or the 1934 Act or the respective applicable rules
and regulations of the Commission thereunder.
(d) If during the period after the first date of the public offering
of the Offered Certificates in which a prospectus relating to the Offered
Certificates is required to be delivered under the 1933 Act, any event shall
occur as a result of which it is necessary, in the opinion of counsel for you,
to amend or supplement the Prospectus in order to make the Prospectus not
misleading in the light of the circumstances existing at the time it is
delivered to an investor in the Offered Certificates, the Company will forthwith
amend or supplement the Prospectus (in form and substance satisfactory to
counsel for you) so that, as so amended or supplemented, 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 existing at the time it is delivered to a purchaser, not
misleading, and the Company will furnish to the Underwriter a reasonable number
of copies of such amendment or supplement.
(e) The Company will endeavor to arrange for the qualification of
the Offered Certificates for sale under the applicable securities laws of such
states and other jurisdictions of the United States as the Underwriter may
designate; provided, however, that the Company shall not be obligated to qualify
as a foreign corporation in any jurisdiction in which it is not so qualified. In
each jurisdiction in which the Offered Certificates have been so qualified, the
Company will file such statements and reports as may be required by the laws of
such jurisdiction to continue such qualification in effect for a period of not
less than one year from the effective date of the Registration Statement.
(f) If the transactions contemplated by this Agreement are
consummated, the Company will pay or cause to be paid all expenses incident to
the performance of the obligations of the Company under this Agreement, and will
reimburse the Underwriter for any reasonable expenses (including reasonable fees
and disbursements of counsel) reasonably incurred by it in connection with
qualification of the Offered Certificates for sale and determination of their
eligibility for investment under the laws of such jurisdictions as the
Underwriter has reasonably requested and the printing of memoranda relating
thereto, for any fees charged by investment rating agencies for the rating of
the Offered Certificates, and for expenses incurred by each of them in
distributing the Prospectus (including any amendments and supplements thereto)
to the Underwriter. Except as herein provided, the Underwriter shall be
responsible for paying all costs and expenses incurred by it including the fees
and disbursements of counsel, in connection with the purchase and sale of the
Offered Certificates.
(g) If, during the period after the Closing Date in which a
prospectus relating to the Offered Certificates is required to be delivered
under the 1933 Act, the Company receives notice that a stop order suspending the
effectiveness of the Registration Statement or preventing the offer and sale of
the Offered Certificates is in effect, the Company will immediately advise the
Underwriter of the issuance of such stop order. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible moment.
Section 5. Conditions of Underwriter's Obligations. The
Underwriter's obligation to purchase the Offered Certificates shall be subject
to the following conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for that purpose shall be
pending or, to the Company's knowledge, threatened by the Commission, and the
Prospectus Supplement and each Free Writing Prospectus required to be filed by
the Company pursuant to Section 4(b) shall have been filed or transmitted for
filing by means reasonably calculated to result in a filing with the Commission
pursuant to Rule 424(b) under the 1933 Act or Rule 433(d) under the 1933 Act, as
applicable.
(b) At the Closing Date the Underwriter shall have received:
(i) The favorable opinion, dated as of the Closing Date, of
▇▇▇ ▇. ▇▇▇▇▇▇▇▇, counsel for the Company, in form and substance
satisfactory to the Underwriter;
(ii) One or more favorable opinions, dated as of the Closing
Date, of ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Company,
in form and substance satisfactory to the Underwriter; and
(iii) One or more accountants' comfort letters relating to the
financial and statistical information in the Time of Sale
Information and the Prospectus, in form and substance satisfactory
to the Underwriter.
(c) On the Closing Date, there shall not have been, since the date
hereof or since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company, whether or not arising in the ordinary course
of business, and the Underwriter shall have received a certificate of the
President or a Vice President of the Company, dated as of the Closing Date, to
the effect that (i) the representations and warranties in Section 1 hereof are
true and correct with the same force and effect as though expressly made at and
as of the Closing Date, (ii) the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior to
the Closing Date, and (iii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been initiated or threatened by the Commission.
(d) On the Closing Date counsel for the Underwriter shall have been
furnished with such other documents and opinions as counsel may reasonably
require for the purpose of enabling them to pass upon the issuance and sale of
the Offered Certificates as herein contemplated and related proceedings, or in
order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Offered
Certificates as herein contemplated shall be satisfactory in form and substance
to the Underwriter and counsel for the Underwriter.
If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Underwriter by notice to the Company at any time at or prior to the
Closing Date, and such termination shall be without liability of any party to
any other party.
Section 6. Indemnification. The Company and the Underwriter agree
that:
(a) The Company agrees to indemnify and hold harmless the
Underwriter and each person, if any, who controls the Underwriter within the
meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of (A) any untrue
statement or alleged untrue statement of a material fact contained
in the Registration Statement, or the omission or alleged omission
therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising
out of any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus, or the omission or
alleged omission therefrom of 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 (B) any untrue statement or
alleged untrue statement of a material fact contained in any Issuer
Free Writing Prospectus or any Issuer Information contained in any
Underwriter Free Writing Prospectus, or the omission or alleged
omission to state a material fact necessary to make the statements
therein (when read in conjunction with the other Time of Sale
Information), in light of the circumstances under which they were
made, not misleading, which was not corrected by Corrective
Information subsequently supplied by the Company to the Underwriter
within a reasonable period of time prior to the Time of Sale, or
(iii) any breach of the representation and warranty in Section
1(a)(xv);
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of
the Company; and
(iii) against any and all expense whatsoever, as incurred
(including, the fees and disbursements of counsel chosen by you),
reasonably incurred in investigating, preparing or defending against
any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any
such expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission as to which the
Underwriter has agreed to indemnify the Company pursuant to Section 6(b).
(b) The Underwriter agrees to indemnify and hold harmless the
Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a) of this
Section, as incurred, but only with respect to (i) any untrue statements or
alleged untrue statements of a material fact, or omissions or alleged omissions
to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, in the
Underwriter Statements and (ii) any untrue statements or alleged untrue
statements of a material fact in any Underwriter Free Writing Prospectus (as
defined herein) or any omission or alleged omission to state in such Underwriter
Free Writing Prospectus a material fact necessary in order to make the
statements therein (when read in conjunction with the Time of Sale Information),
in the light of the circumstances under which they were made, not misleading;
provided, that the Underwriter shall not be obligated to so indemnify or hold
harmless (A) to the extent such loss, liability, claim, damage or expense is
caused by a misstatement or omission resulting from an error or omission in the
Issuer Information which was not corrected by Corrective Information
subsequently supplied by the Company to the Underwriter within a reasonable
period of time prior to the Time of Sale or (B) with respect to information that
is also contained in the Time of Sale Information.
(c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability which it may have to any indemnified party otherwise than on
account of this indemnity agreement. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that, by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, the
indemnifying party elects to assume the defense thereof, it may participate
(jointly with any other indemnifying party similarly notified) with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party or parties shall have reasonably
concluded that there may be legal defenses available to it or them and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of such counsel, the indemnifying party shall not be
liable to such indemnified party under this paragraph for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof, unless (i) the indemnified party shall have employed separate
counsel (plus any local counsel) in connection with the assertion of legal
defenses in accordance with the proviso to the immediately preceding sentence,
(ii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party, or (iv) a conflict or potential conflict exists (based
on advice of counsel to the indemnified party) between the indemnified party and
the indemnifying party (in which case the indemnifying party will not have the
right to direct the defense of such action on behalf of the indemnified party).
Unless it shall assume the defense of any proceeding, the indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party shall indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. If any indemnifying party assumes the defense of any
proceeding, it shall not settle, compromise or consent to the entry of any
judgment with respect thereto if indemnification or contribution could be sought
under this Section 6 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes any unconditional release of each indemnified party from all liability
arising out of such proceeding and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.
(d) Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
this Section 6 is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Company and the
Underwriter shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Company and the Underwriter, as incurred, in such proportion as
is appropriate to reflect not only the relative benefits received by the Company
on the one hand and the Underwriter on the other from the offering of the
Offered Certificates but also the relative fault of the Company on the one hand
and the Underwriter on the other in connection with the statements or omissions
which resulted on such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative fault of the Company on
the one hand and of the Underwriter on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact relates to information supplied by the Company or by the
Underwriter, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission; provided,
however, that no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) or willful failure to comply with
Section 8 shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation or failure to comply with Section 7, as the
case may be. For purposes of this Section, each person, if any, who controls the
Underwriter within the meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as the Underwriter, and each director of the Company,
each officer of the Company who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act shall have the same rights to contribution as the Company. This
indemnity agreement will be in addition to any liability that the Underwriter
may otherwise have. Notwithstanding the provisions of this Section 6, the
Underwriter shall not be required to contribute any amount in excess of the
amount by which the total price at which the Offered Certificates underwritten
by it and distributed to the public were sold to the public exceeds the amount
of any damages which the Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.
Section 7. Offering by Underwriter; Free Writing Prospectus.
(a) In connection with the offering of the Offered Certificates, the
Underwriter may prepare and provide to prospective investors Free Writing
Prospectuses (as defined below), or portions thereof, which the Company is
required to file with the Commission in electronic format and will use
reasonable efforts to provide to the Company such Free Writing Prospectuses, or
portions thereof, in either Microsoft Word(R) or Microsoft Excel(R) format and
not in a PDF, except to the extent that the Company, in its sole discretion,
waives such requirements, subject to the following conditions (to which such
conditions the Underwriter agrees):
(i) Unless preceded or accompanied by the Prospectus, the
Underwriter shall not convey or deliver any written communication to
any person in connection with the initial offering of the Offered
Certificates, unless such written communication (1) is made in
reliance on Rule 134 under the 1933 Act, (2) constitutes a
prospectus satisfying the requirements of Rule 430B under the 1933
Act or (3) constitutes Time of Sale Information or a Free Writing
Prospectus that does not constitute Time of Sale Information.
Without the Company's prior written consent, the Underwriter shall
not convey or deliver in connection with the initial offering of the
Offered Certificates any "ABS informational and computational
material," as defined in Item 1101(a) of Regulation AB under the
Securities Act ("ABS Informational and Computational Material"), in
reliance upon Rules 167 and 426 under the Securities Act.
(ii) The Underwriter shall deliver to the Company, no later
than two business days prior to the date of first use thereof or
such later date as may be agreed to by the Company, (a) any Free
Writing Prospectus that was prepared by or on behalf of the
Underwriter (an "Underwriter Free Writing Prospectus") and contains
any "issuer information", as defined in Rule 433(h) under the 1933
Act and footnote 271 of the Commission's Securities Offering Reform
Release No. 33-8591 ("Issuer Information"), and (b) any Free Writing
Prospectus or portion thereof that contains only a description of
the final terms of the Offered Certificates. Notwithstanding the
foregoing, any Free Writing Prospectus that contains only ABS
Informational and Computational Materials may be delivered by the
Underwriter to the Company not later than the later of (A) two
business days prior to the due date for filing of the Prospectus
pursuant to Rule 424(b) under the 1933 Act or (B) the date of first
use of such Free Writing Prospectus.
(iii) The Underwriter represents and warrants to the Company
that the Free Writing Prospectuses to be furnished to the Company by
the Underwriter pursuant to Section 7(a)(ii) will constitute all
Free Writing Prospectuses of the type described therein that were
furnished to prospective purchasers of Offered Certificates by the
Underwriter in connection with its offer and sale of the Offered
Certificates.
(iv) The Underwriter represents and warrants to the Company
that each Free Writing Prospectus required to be provided by it to
the Company pursuant to Section 7(a)(ii) did not, as of the Time of
Sale, and will not as of the Closing Date, include any untrue
statement of a material fact or omit any material fact necessary to
make the statements contained therein (when read in conjunction with
the Time of Sale Information), in light of the circumstances under
which they were made, not misleading; provided however, that the
Underwriter makes no representation to the extent such misstatements
or omissions were the result of any inaccurate Issuer Information,
which information was not corrected by Corrective Information
subsequently supplied by the Company to the Underwriter within a
reasonable period of time prior to the Time of Sale.
(v) The Company agrees to file with the Commission the
following: (A) any Issuer Free Writing Prospectus; (B) any Free
Writing Prospectus or portion thereof delivered by the Underwriter
to the Company pursuant to Section 7(a)(ii); and (C) any Free
Writing Prospectus for which the Company or any person acting on its
behalf provided, authorized or approved information that is prepared
and published or disseminated by a person unaffiliated with the
Company or any other offering participant that is in the business of
publishing, radio or television broadcasting or otherwise
disseminating communications. Notwithstanding the foregoing, the
Company shall not be required to file (1) Issuer Information
contained in any Underwriter Free Writing Prospectus or Free Writing
Prospectus of any other offering participant other than the Company,
if such information is included or incorporated by reference in a
prospectus or Free Writing Prospectus previously filed with the
Commission that relates to the offering of the Offered Certificates,
or (2) any Free Writing Prospectus or portion thereof that contains
a description of the Offered Certificates or the offering of the
Offered Certificates which does not reflect the final terms thereof.
(vi) Any Free Writing Prospectus required to be filed pursuant
to Section 7(a)(v) by the Company shall be filed with the Commission
not later than the date of first use of the Free Writing Prospectus,
except that: (A) any Free Writing Prospectus or portion thereof
required to be filed that contains only the description of the final
terms of the Offered Certificates shall be filed by the Company with
the Commission within two days of the later of the date such final
terms have been established for all classes of Offered Certificates
and the date of first use; (B) any Free Writing Prospectus or
portion thereof required to be filed that contains only ABS
Informational and Computational Material shall be filed by the
Company with the Commission not later than the later of the due date
for filing the final Prospectus relating to the Offered Certificates
pursuant to Rule 424(b) under the 1933 Act or two business days
after the first use of such Free Writing Prospectus; and (C) any
Free Writing Prospectus required to be filed pursuant to Section
7(a)(v)(C) shall, if no payment has been made or consideration has
been given by or on behalf of the Company for the Free Writing
Prospectus or its dissemination, be filed by the Company with the
Commission not later than four business days after the Company
becomes aware of the publication, radio or television broadcast or
other dissemination of the Free Writing Prospectus;
(vii) The Underwriter shall file with the Commission any Free
Writing Prospectus that is used or referred to by it and distributed
by or on behalf of the Underwriter in a manner reasonably designed
to lead to its broad, unrestricted dissemination not later than the
date of the first use of such Free Writing Prospectus.
Notwithstanding the foregoing, the Underwriter shall file with the
Commission any Free Writing Prospectus for which the Underwriter or
any person acting on its behalf provided, authorized or approved
information that is prepared and published or disseminated by a
person unaffiliated with the Company or any other offering
participant that is in the business of publishing, radio or
television broadcasting or otherwise disseminating written
communications and for which no payment was made or consideration
given by or on behalf of the Company or any other offering
participant, not later than four business days after the Underwriter
becomes aware of the publication, radio or television broadcast or
other dissemination of the Free Writing Prospectus.
(viii) Notwithstanding the provisions of Sections 7(a)(v) and
7(a)(vii), neither the Company nor the Underwriter shall be required
to file any Free Writing Prospectus that does not contain
substantive changes from or additions to a Free Writing Prospectus
previously filed with the Commission, and the Underwriter shall not
be required to file any Free Writing Prospectus to the extent that
the information contained therein is included in a prospectus or
Free Writing Prospectus previously filed that relates to the
offering of the Offered Certificates.
(ix) The Company and the Underwriter each agree that any Free
Writing Prospectuses prepared by it shall contain the following
legend, or substantially equivalent legend that complies with Rule
433 of the Act:
The depositor has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents
the depositor has filed with the Securities and Exchange
Commission for more complete information about the issuer and
this offering. You may get these documents for free by
visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇.
Alternatively, the depositor, any underwriter or any dealer
participating in the offering will arrange to send you the
prospectus if you request it by calling toll-free
1-888-227-2275 ext. 2663.
(x) (A) In the event that the Company becomes aware
that, as of the Time of Sale, any Issuer Free Writing
Prospectus contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the
statements contained therein (when read in conjunction with
the Time of Sale Information), in light of the circumstances
under which they were made, not misleading (a "Defective
Issuer Free Writing Prospectus"), the Company shall notify the
Underwriter of such untrue statement or omission within one
business day after discovery and the Company shall, if
requested by the Underwriter, prepare and deliver to the
Underwriter a Free Writing Prospectus that corrects the
material misstatement or omission in the Defective Issuer Free
Writing Prospectus (such corrected Issuer Free Writing
Prospectus, a "Corrected Issuer Free Writing Prospectus").
(B) In the event that the Underwriter becomes aware that, as
of the Time of Sale, any Underwriter Free Writing Prospectus
delivered to an investor in any Offered Certificates contained
any untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements
contained therein (when read in conjunction with the Time of
Sale Information), in light of the circumstances under which
they were made, not misleading (together with a Defective
Issuer Free Writing Prospectus, a "Defective Free Writing
Prospectus"), the Underwriter shall notify the Company of such
untrue statement or omission within one business day after
discovery.
(C) The Underwriter shall, if requested by the Company:
(1) if the Defective Free Writing Prospectus was an
Underwriter Free Writing Prospectus, prepare a Free Writing
Prospectus that corrects the material misstatement in or
omission from the Defective Free Writing Prospectus (together
with a Corrected Issuer Free Writing Prospectus, a "Corrected
Free Writing Prospectus");
(2) deliver the Corrected Free Writing Prospectus to
each investor which received the Defective Free Writing
Prospectus prior to entering into a contract of sale with such
investor;
(3) notify such investor in a prominent fashion that the
prior contract of sale with the investor has been terminated,
and of the investor's rights as a result of termination of
such agreement;
(4) provide such investor with an opportunity to
affirmatively agree to purchase the Offered Certificates on
the terms described in the Corrected Free Writing Prospectus;
and
(5) comply with any other requirements for reformation
of the original contract of sale with such investor, as
described in Section IV.A.2.c of Commission's Securities
Offering Reform Release No. 33-8591.
(D) In the event that the Defective Free Writing Prospectus
was an Issuer Free Writing Prospectus, and the Underwriter
shall in good faith incur any costs to an investor in
connection with the reformation of the contract of sale with
the investor, the Company agrees to reimburse the Underwriter
for such costs; provided that, before incurring such costs,
the Underwriter first permits the Company access to the
applicable investor and an opportunity to attempt to mitigate
such costs through direct negotiation with such investor.
(xi) The Underwriter covenants with the Company that after the
final Prospectus is available the Underwriter shall not distribute
any written information concerning the Offered Certificates that
contains Issuer Information to a prospective purchaser of Offered
Certificates unless such information is preceded or accompanied by
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"), the Underwriter 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
Offered 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 provision, the expression an "offer of
Offered 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 Offered Certificates to be offered so as to enable an investor to
decide to purchase or subscribe the Offered 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) (i) The Underwriter is a person whose ordinary activities
involve it in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business and (ii) it has not
offered or sold and will not offer or sell the certificates other than to
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses or who it is reasonable to expect will
acquire, hold, manage or dispose of investments (as principal or agent)
for the purposes of their businesses where the issue of the certificates
would otherwise constitute a contravention of Section 19 of the Financial
Services and Markets Act 2000 ("FSMA");
(iii) The Underwriter 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 FSMA) received by it in connection with the
issue or sale of the Offered Certificates in circumstances in which
Section 21(1) of the FSMA does not apply to the issuer.
(iv) The Underwriter 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 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, or contained in certificates of officers of the Company submitted
pursuant hereto, shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of the Underwriter or controlling
person, or by or on behalf of the Company, and shall survive delivery of the
Offered Certificates to the Underwriter.
Section 9. Termination of Agreement.
(a) The Underwriter may terminate this Agreement, by notice to the
Company, at any time at or prior to the Closing Date without liability on the
part of the Underwriter to the Company, if, prior to delivery and payment for
the Offered Certificates, (i) there has occurred any material adverse change in
the financial markets in the United States or elsewhere or any outbreak of
hostilities or escalation thereof or other calamity or crisis the effect of
which is such as to make it, in the judgment of the Underwriter, impracticable
to market the Offered Certificates on the terms and in the manner contemplated
in the Time of Sale Information and the Prospectus, or (ii) if trading generally
on either the American Stock Exchange or the New York Stock Exchange has been
suspended, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices for securities have been required, by either of said Exchanges
or by order of the Commission or any other governmental authority, or if a
banking moratorium has been declared by either Federal or New York authorities.
Section 10. Stabilization. In connection with the issue of the
Offered Certificates, the Underwriter (the "Stabilizing Manager") (or any person
duly appointed acting for the Stabilizing Manager) may over-allot or effect
transactions with a view to supporting the market price of the Offered
Certificates at a level higher than that which might otherwise prevail. However,
there is no obligation on the Stabilizing Manager (or any agent of the
Stabilizing Manager) to do this. Such stabilizing, if commenced, may be
discontinued at any time. Such stabilizing shall be conducted in accordance with
all applicable laws and rules. In conducting such over-allotment or stabilizing,
the Stabilizing Manager shall act as principal and not as agent of the Company.
Any loss or profit sustained as a consequence of any such over-allotment or
stabilizing shall be for the account of the Stabilizing Manager.
Section 11. Notices. All notices and other communications hereunder
shall be in writing and effective only on receipt and shall have been duly given
if mailed via the U.S. Postal Service and a reputable overnight delivery
service, hand delivered, sent by facsimile transmission or another reasonable
and standard form of telecommunication. Notices to Barclays shall be directed to
Barclays Capital Inc. at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
Asset Securitization Group, with a copy to the Office of the General Counsel;
and notices to the Company shall be directed to it at Securitized Asset Backed
Receivables LLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
President, with a copy to the Office of the General Counsel; or, as to any
party, such other address as may hereafter be furnished by such party to the
other parties in writing.
Section 12. Parties. This Agreement shall inure to the benefit of
and be binding upon the Underwriter and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriter and the Company and their respective successors and the controlling
persons and officers and directors referred to in Section 6 and their heirs and
legal representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriter and the Company and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Offered Certificates from the Underwriter shall be
deemed to be a successor by reason merely of such purchase.
Section 13. Governing Law; Time; Jurisdiction; Waiver of Objection
to Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be
performed in said State. Specified times of day refer to New York City time.
Section 14. Execution in Counterparts; Severability; Integration.
This Agreement may be executed in any number of counterparts, each of which
shall for all purposes be deemed to be an original and all of which when taken
together shall constitute but one and the same Agreement. In case any provision
in or obligation under this Agreement shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. This
Agreement contains the final and complete integration of all prior expressions
by the parties hereto with respect to the subject matter hereof and shall
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and shall constitute entire Agreement among the parties
hereto with respect to the subject matter hereof, superseding all prior oral or
written understandings.
[SIGNATURE PAGE FOLLOWS]
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this Agreement, along with all counterparts, will become a binding agreement
between the Underwriter and the Company in accordance with its terms.
Very truly yours,
SECURITIZED ASSET BACKED RECEIVABLES LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
CONFIRMED AND ACCEPTED,
as of the date first above written:
BARCLAYS CAPITAL INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
SCHEDULE A
Aggregate Purchase Price as a
Principal Amount of percentage of the
Certificates to be Aggregate Principal
Purchased by Amount of Certificates
Class Underwriter to be Purchased
--------------- -------------------- ----------------------
Class A-2A $189,572,000 99.9150%
Class A-2B $116,029,000 99.9050%
Class A-2C $ 10,529,000 99.8950%
Class M-1 $ 49,743,000 99.8300%
Class M-2 $ 40,965,000 99.7300%
Class M-3 $ 19,229,000 99.6300%
Class M-4 $ 22,991,000 99.5300%
Class M-5 $ 15,884,000 99.4300%
Class M-6 $ 13,794,000 99.3300%
Class B-1 $ 15,466,000 99.0000%
Class B-2 $ 9,196,000 98.2500%
Class B-3 $ 11,286,000 79.4970%
SCHEDULE B
OTHER FREE WRITING PROSPECTUSES
None.