REPRESENTATIONS LETTER
As of December 17, 1996
Xxxxxx Brothers Inc.
Three World Financial Center, 12th Floor
New York, New York 10285
Credit Suisse First Boston Corporation
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Prudential Securities Incorporated
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Salomon Brothers Inc
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
1. Introductory. EQCC Receivables Corporation and EQCC Asset Backed
Corporation (each a "Seller" and, collectively, the "Sellers") propose to sell
to Xxxxxx Brothers Inc., Credit Suisse First Boston Corporation, Prudential
Securities Incorporated, and Salomon Brothers Inc (collectively, the
"Underwriters") EQCC Home Equity Loan Asset Backed Certificates, Class A-1,
5.79% Pass-Through Rate (the "Class A-1 Certificates"), Class A-2, 6.10%
Pass-Through Rate (the "Class A-2 Certificates"), Class A-3, 6.26% Pass-Through
Rate (the "Class A-3 Certificates"), Class A-4, 6.47% Pass-Through Rate (the
"Class A-4 Certificates"), Class A-5, 6.71% Pass-Through Rate (the "Class A-5
Certificates"), Class A-6, 6.88% Pass-Through Rate (the "Class A-6
Certificates"), Class A-7, 7.14% Pass-Through Rate (the "Class A-7
Certificates"), Class A-8, 7.41% Pass-Through Rate (the "Class-8 Certificates"),
and Class A-9, 6.89% Pass- Through Rate (the "Class A-9 Certificates" and, with
the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
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Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class
A-7 Certificates and Class A-8 Certificates, the "Class A Certificates"). Each
class of Class A Certificates and the Class R Certificates (with the Class A
Certificates, the "Certificates") will represent a fractional undivided interest
in the Trust. The assets of the Trust will include, among other things, (i) a
pool of fixed-rate and one- to four-family first and second mortgage loans (the
"Mortgage Loans") originated or acquired by EquiCredit Corporation of America,
EquiCredit Corporation/Ala. & Miss., California/EquiCredit Corporation,
EquiCredit Corporation of In., EquiCredit Corporation of Pa., and EquiCredit
Corporation of SC (each, an "Originator" and collectively, the "Originators")
and transferred to the Sellers pursuant to a Transfer Agreement to be dated as
of December 1, 1996 (the "Transfer Agreement") between the Originators and the
Sellers, and by the Sellers to the Trust pursuant to a Pooling and Servicing
Agreement to be dated as of December 1, 1996 (the "Pooling and Servicing
Agreement") among the Sellers, EquiCredit Corporation of America, as Servicer
(in such capacity, the "Servicer") and First Bank National Association, as
trustee (the "Trustee"), (ii) certain monies due or to become due under the
Mortgage Loans, (iii) an irrevocable guaranty surety bond (the "Securities
Insurance Policy") to be issued by Financial Guaranty Insurance Company (the
"Insurer"), pursuant to which the Insurer will guaranty certain payments to the
holders of the Class A Certificates in the manner and to the extent described in
the Securities Insurance Policy. The Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates and Class A-9 Certificates will be issued in initial aggregate
principal amounts of $78,800,000, $106,470,000, $103,690,000, $92,740,000,
$32,150,000, $60,110,000, $36,580,000, $20,460,000, and $59,000,000,
respectively. The Class A Certificates are sometimes collectively referred to
herein as the "Offered Securities."
The Originators are delivering this Representations Letter
to induce the Underwriters to enter into the transactions
described above, and the Originators acknowledge that the
Underwriters have entered into the Underwriting Agreement and
have agreed to purchase the Class A Certificates in reliance on
the representations and undertakings contained herein. The
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Underwriting Agreement, the Pooling and Servicing Agreement, the Transfer
Agreement, the Custodial Agreement and the Securities Insurance Policy are
collectively hereinafter referred to as the "Basic Documents". Capitalized terms
used herein and not otherwise defined shall have the meanings ascribed thereto
in the Underwriting Agreement.
2. Representations and Warranties of the Originators.
Each Originator, jointly and severally, represents and warrants
to, and agrees with, the Underwriters that:
(a) As of the date of the Underwriting Agreement and as of the
Closing Date, the representations and warranties of the Sellers
contained in the Underwriting Agreement were and will be true and
accurate in all material respects.
(b) As of the Closing Date, each consent, approval,
authorization or order of, or filing with, any court or governmental
agency or body required to be obtained or made by any Originator or
their affiliates for the consummation of the transactions contemplated
by this Agreement shall have been obtained, except as otherwise
provided in the Basic Documents with respect to the Mortgage Loans.
(c) Each Originator has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation and each Originator is duly qualified as
a foreign corporation to transact business and is in good standing in
each jurisdiction in which the ownership or lease of its properties or
the conduct of its business requires such qualification. No Originator
is in violation of its organization certificate, certificate of
incorporation 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 would have a material adverse effect on the
transactions contemplated herein or any other Basic Document. The
execution, delivery and performance of each Basic Document and
compliance with the terms and provisions thereof will not, subject to
obtaining any consents or approvals as may be required under the real
estate syndication, securities or "blue sky" laws
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of various jurisdictions, result in a breach or violation of any of the
terms and provisions of, or constitute a default under, any statute,
any rule, regulation or order of any governmental agency or body or any
court having jurisdiction over such Originator or any of its respective
properties or any agreement or instrument to which such Originator is a
party or by which such Originator is bound or to which any of the
properties of such Originator is subject, or the organization
certificate, certificate of incorporation or by-laws of such Originator
and each Originator has corporate power to enter into each Basic
Document to which it is a party and to consummate the transactions
contemplated hereby and thereby.
(d) This Agreement has been duly authorized, executed and
delivered by each Originator and constitutes a legal, valid and binding
instrument enforceable against each Originator in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or
affecting enforcement or creditors' rights generally.
(e) Each Basic Document, when executed and delivered as
contemplated hereby and thereby, will have been duly authorized,
executed and delivered by each Originator party thereto and, when so
executed and delivered, will constitute a legal, valid and binding
instrument enforceable against each such Originator in accordance with
its terms, except as insolvency, reorganization, moratorium or other
laws relating to or affecting enforcement of creditors' rights
generally.
(f) There are no actions, proceedings or investigations now
pending against any Originator or, to the knowledge of the Originators,
threatened against any Originator or (A) which are required to be
disclosed in the Registration Statement, other than those disclosed
therein, or (B)(1) asserting the invalidity of any Basic Document or
the Certificates, (2) seeking to prevent the issuance of the
Certificates or the consummation of any of the transactions
contemplated by the Basic Documents, (3) which might materially and
adversely affect the performance by any
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Originator of its obligations under, or the validity or enforceability
of, the Basic Documents or the Certificates, or (4) seeking to affect
adversely the federal income tax attributes of the Certificates as
described in the Prospectus under "Certain Federal Income Tax
Consequences."
(g) Any taxes, fees and other governmental charges that are
assessed and due in connection with the execution, delivery and
issuance of this Agreement and each other Basic Document shall have
been paid by the Originators at or prior to the Closing Date.
(h) Each Originator possesses all material licenses,
certificates, authorities or permits issued by the appropriate state,
federal or foreign regulatory agencies or bodies deemed by such
Originator to be reasonably necessary to conduct the business now
operated by it and as described in the Prospectus, and none of the
Originators received notice of proceedings relating to the revocation
or modification of any such license, certificate, authority or permit
which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would materially and adversely affect the
conduct of the business, operations, financial condition or income of
such Originator. The Servicer is (i) an approved seller/servicer of
first and second mortgage loans for FNMA and FHLMC in good standing and
(ii) a mortgagee approved by the secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National Housing
Act.
(i) No Originator will be subject to registration as
an "investment company" under the Investment Company Act of
1940, as amended.
3. Certain Agreements of the Originators. (a) Each
Originator, jointly and severally, covenants and agrees with the
Underwriter that the Originators will cause the Sellers to comply
with their obligations under Section 5 of the Underwriting
Agreement.
(b) The Originators will pay, to the extent not paid by the
Sellers, all expenses incident to the issuance and sale of the
Offered Securities, including (i) the printing (or other
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reproducing) and filing of the Registration Statement as originally filed and of
each amendment thereto; (ii) the reproducing of the Basic Documents; (iii) the
preparation, issuance and delivery of the certificates for the Offered
Securities to the Underwriters; (iv) the fees of the Depository Trust Company in
connection with the book-entry registration of the Offered Securities; (v) the
fees and disbursements of (A) the Trust's, the Seller's and the Originators'
counsel and accountants, (B) the Insurer and its counsel, (C) the Trustee and
its counsel and (D) the Custodian and its counsel; (vi) the qualification of the
Offered Securities under state securities laws, including filing fees and the
fees and disbursements of counsel for the Underwriters in connection therewith
and in connection with the preparation of the Blue Sky Survey; (vii) the fees
and disbursements of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP in connection with the
preparation of the legal opinion described in Section 6(f) of the Underwriting
Agreement and in connection with the preparation of a legal opinion regarding
the enforceability of the Basic Documents under New York law; (viii) the
printing (or otherwise reproducing) and delivery to the Underwriters of copies
of the Registration Statement as originally filed and of each amendment thereto,
and of each preliminary prospectus and the Prospectus and any amendments or
supplements thereto; (ix) the reproducing and delivery to the Underwriters of
copies of the Blue Sky Survey, and (x) the fees charged by the Rating Agencies
for rating the Offered Securities.
(c) On or before the Closing Date, the Originators shall mark their
computer records relating to the Mortgage Loans to show the Trust's absolute
ownership of the Mortgage Loans as of the Cut-off Date (other than the
Representative's Yield and amounts received after the Cut-off Date), and from
and after the Closing Date the Originators shall take no action inconsistent
with Trust's ownership of such Mortgage Loans, other than as permitted by the
Pooling and Servicing Agreement.
(d) For a period of 30 days from the date hereof, none of the
Originators will, without the prior written consent of the Underwriters,
directly or indirectly, offer, sell or contract to sell, or announce the
offering of, in a public or private transaction, any other series of notes
secured by, or certificates evidencing interests in, home equity mortgage loans
with similar terms as the Offered Securities. Nothing herein
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shall be deemed to limit or prohibit the Originators from selling whole mortgage
loans to FNMA, with or without the retention of servicing rights, and, with the
consent of the Underwriters, which shall not be unreasonably withheld, the
Originators may make other sales of whole mortgage loans, with or without the
retention of servicing rights.
4. Indemnification and Contribution. (a) The Originators
agree to indemnify and hold harmless the Underwriters and each
person, if any, who controls the Underwriters within the meaning
of Section 15 of the Securities Act from and against any and all
loss, claim, damage or liability, joint or several, or any action
in respect thereof (including, but not limited to, any loss,
claim, damage, liability (or action relating to purchases and
sales of the Class A Certificates), to which the Underwriters or
any such controlling person may become subject, under the Act or
otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, (iii)
any untrue statement or alleged untrue statement of a material
fact contained in the Prospectus or (iv) the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading
and shall reimburse the Underwriters and each such controlling
person promptly upon demand for any legal or other expenses
reasonably incurred by the Underwriters or such controlling
person in connection with investigating or defending or preparing
to defend against any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that the
Originators shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out
of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in the Prospectus
or the Registration Statement in reliance upon and in conformity
with written information (including the Derived Information, as
defined in Section 4(d)) furnished to the Originators by or on
behalf of the Underwriters specifically for inclusion therein.
The foregoing indemnity agreement is in addition to any liability
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which the Originators may otherwise have to the Underwriters or
any controlling person of any of the Underwriters.
(b) Each Underwriter severally agrees to indemnify and hold harmless
each Originator, each of its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls each Originator
within the meaning of Section 15 of the Act against any and all loss, claim,
damage or liability, or any action in respect thereof, to which the Originators
or any such director, officer or controlling person may become subject, under
the Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (iii)
any untrue statement or alleged untrue statement of a material fact contained in
the Prospectus or (iv) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Originators by
such Underwriter specifically for inclusion therein, and shall reimburse the
Originators and any such director, officer or controlling person for any legal
or other expenses reasonably incurred by the Originators or any director,
officer or controlling person in connection with investigating or defending or
preparing to defend against any such loss, claim, damage, liability or action as
such expenses are incurred. The foregoing indemnity agreement is in addition to
any liability which the Underwriters may otherwise have to the Originators or
any such director, officer or controlling person.
(c) Promptly after receipt by any indemnified party under this Section
4 or notice of any claim or the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 4, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify an indemnifying party shall not relieve it from
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any liability which it may have under this Section 4 except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify any indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under this Section 4.
If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, except to the extent
provided in the next following paragraph, the indemnifying party shall not be
liable to the indemnified party under this Section 4 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
Any indemnified party shall have the right to employ separate counsel
in any such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless: (i) the employment thereof has been specifically authorized by the
indemnifying party in writing; (ii) such indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party and in the reasonable judgment of such counsel it is
advisable for such indemnified party to employ separate counsel; or (iii) the
indemnifying party has failed to assume the defense of such action and employ
counsel reasonably satisfactory to the indemnified party, in which case, if such
indemnified party notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party, it being understood, however, the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for
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the reasonable fees and expenses of more than one separate firm of attorneys (in
addition to local counsel) at any time for all such indemnified parties, which
firm shall be designated in writing by the Underwriters, if the indemnified
parties under this Section 4 consist of the Underwriters or any of its
controlling persons, or by the Originator, if the indemnified parties under this
Section 4 consist of the Originators or any of the Originators' directors,
officers or controlling persons.
Each indemnified party, as a condition of the indemnity agreements
contained in Section 4(a) and (b), shall use its best efforts to cooperate with
the indemnifying party in the defense of any such action or claim. No
indemnifying party shall be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with its written consent or if there be a final
judgment for the plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless any indemnified party from and against any loss or
liability by reason of such settlement or judgment.
(d) Each Underwriter agrees to provide the Originators with a copy of
any Derived Information (as defined in Section 4(g) below) no later than the
date preceding the date such Derived Information is required to be filed with
the Commission on Form 8-K pursuant to the PSA Letters.
(e) Each Underwriter severally agrees, assuming all information
provided by the Originators is accurate and complete in all material respects,
to indemnify and hold harmless the Originators, each of the Originator's
officers and directors and each person who controls the Originators within the
meaning of Section 15 of the Act against any and all losses, claims, damages or
liabilities, joint or several, to which they may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement of a
material fact contained in the Derived Information provided by such Underwriter,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and agrees to reimburse each such indemnified party
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for any legal or other expenses reasonably incurred by him, her or it in
connection with investigating or defending or preparing to defend any such loss,
claim, damage, liability or action as such expenses are incurred. The
obligations of an Underwriter under this Section 4(e) shall be in addition to
any liability which such Underwriter may otherwise have.
The procedures set forth in Section 4(c) shall be equally applicable to
this Section 4(e).
(f) If the indemnification provided for in this Section 4 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party
under Section 4(a) or (b) in respect of any loss, claim, damage or liability, or
any action in respect thereof, referred to therein, then each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, (i) in such proportion as
shall be appropriate to reflect the relative benefits received by the
Originators on the one hand and the Underwriters on the other from the offering
of the Class A Certificates or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law or if the indemnified party failed to
give the notice required under Section 4(c), in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Underwriters on the one hand and the
Originators on the other with respect to the statements or omissions which
resulted in such loss, claim, damage or liability, or action in respect thereof,
as well as any other relevant equitable considerations.
The relative benefits of the Underwriters and the Originators shall be
deemed to be in such proportion as the total net proceeds from the offering
(before deducting expenses) received by the Originators bear to the total
underwriting discounts received by each of the Underwriters as set forth on the
cover page of the Prospectus.
The relative fault of the Underwriters and the Originators shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied
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by the Originators or by the Underwriters, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission and other equitable considerations.
The Originators and the Underwriters agree that it would not be just
and equitable if contributions pursuant to this Section 4(f) were to be
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purposes) or by any other method of allocation which does not
take into account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss, claim, damage
or liability, or action in respect thereof, referred to above in this Section
4(f) shall be deemed to include, for purposes of this Section 4(f), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.
In no case shall any Underwriter (except (x) with respect to any
Derived Information incorporated by reference into the Registration Statement or
Prospectus at the request of such Underwriter (i) which had not been approved by
the Originators for use by the Underwriters or (ii) for which the Originators
have not received a letter from Xxxxxx Xxxxxxxx & Co. in form and substance
satisfactory to them and (y) as may be provided in any agreement among the
Underwriters relating to the offering of the Class A Certificates) be
responsible for any amount (not including the fees and expenses of its counsel)
in excess of the total underwriting discounts received by such Underwriter as
set forth on the cover page of the Prospectus. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
(g) For purposes of this Section 4, as to each Underwriter the term
"Derived Information" means such portion, if any, of the information delivered
to the Originators by such Underwriter pursuant to Section 4(d) for filing with
the Commission on Form 8-K as:
(i) is not contained in the Prospectus without taking
into account information incorporated therein by reference;
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(ii) does not constitute Originator-Provided
Information (as defined below); and
(iii) is of the type of information defined as "computational
materials," "structural term sheets" or "collateral term sheets" (as
each term is defined in the No- Action letters addressed to Xxxxxx,
Peabody Acceptance Corporation I, et al. and the Public Securities
Association dated May 20, 1994 and February 17, 1995, respectively).
"Originator-Provided Information" means any computer tape furnished to the
Underwriters by the Originators concerning the assets comprising the Trust.
(h) The Underwriters confirm that the information set forth in the last
paragraph on the cover page of the Prospectus and in the third paragraph under
the caption "Underwriting" in the Prospectus is correct, and together with the
Derived Information, constitutes the only information furnished in writing to
the Originators by or on behalf of the Underwriters specifically for inclusion
in the Registration Statement and the Prospectus.
(i) (i) Each Underwriter severally represents and
warrants to, and covenants with, the Originators that all Derived
Information provided to the Originators pursuant to this Section 4, as
of the date such information is so provided and as of the date such
information is filed by the Originators with the Commission will not
include any untrue statement of a material fact, when considered in
conjunction with the Prospectus, and will not omit to state any
material facts necessary, when considered in conjunction with the
Prospectus, to make the statements contained therein, in the light of
the circumstances under which they were made, not misleading.
(ii) Each Underwriter severally further covenants with the
Originators that if any Derived Information required to be provided to
the Originators pursuant to Section 4(d) is determined to contain any
information that is inaccurate or misleading, such Underwriter (whether
or not such Derived Information was provided to the Originators or
filed by the Originators with the Commission) shall promptly prepare
and deliver to the Originators and each prospective investor
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which received such Derived Information corrected Derived Information.
All information provided to the Originators pursuant to this Section
4(i) shall be provided within the time periods set forth in Section
4(d) hereof.
(iii) Each Underwriter severally covenants with the
Originators that all Derived Information delivered by it to prospective
investors shall contain a legend satisfactory in substance to the
Sellers.
(j) Notwithstanding any other provision herein, each Underwriter
severally agrees to pay all costs and expenses of the Originators incurred in
connection with (i) the filing by the Originators of any Derived Information
with the Commission and (ii) any action by the Originators against such
Underwriter to enforce any of its rights set forth in this Section 4, including,
without limitation, legal fees and expenses.
5. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of
each Originator and their respective officers and of the Underwriters set forth
in or made pursuant hereto will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of the Underwriters or any Originator or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Class A Certificates. If for any reason
the purchase of the Class A Certificates by the Underwriters is not consummated,
the Originators shall remain responsible for the expenses to be paid or
reimbursed by the Originators pursuant to Section 3 hereof and the respective
obligations of the Originators and the Underwriters pursuant to Section 4 hereof
shall remain in effect. If the purchase of the Class A Certificates by the
Underwriters is not consummated for any reason other than solely because of
Section 8 of the Underwriting Agreement or the occurrence of any event specified
in clauses (iii), (iv) or (v) of Section 6(c) of the Underwriting Agreement, the
Originators will reimburse the Underwriters for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Class A Certificates. If the purchase of the
Class A Certificates by the Underwriters is not consummated solely because of
Section 8 of the Underwriting
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Agreement or the occurrence of any event specified in clauses (iii), (iv) or (v)
of Section 6(c) of the Underwriting Agreement, the Originators shall have no
such reimbursement obligation.
6. Notices. All communications hereunder will be in writing and, if
sent to Xxxxxx Brothers Inc., will be mailed, delivered or telegraphed and
confirmed to it at Xxxxxx Brothers Inc., Three World Financial Center, 12th
Floor, New York, NY 10285; if sent to Credit Suisse First Boston Corporation,
will be mailed, delivered or telegraphed and confirmed to it at Credit Suisse
First Boston Securities Corporation, Xxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Investment Banking -- New Issue Processing Group; if sent to
Salomon Brothers Inc, will be mailed, delivered or telegraphed and confirmed to
it at Salomon Brothers Inc, Seven World Trade Center, New York, New York, 10048;
if sent to Prudential Securities Incorporated, will be mailed, delivered or
telegraphed and confirmed to it at Prudential Securities Incorporated, Xxx Xxx
Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000; or if sent to the Originators, will be
mailed, delivered or telegraphed and confirmed to them c/o EquiCredit
Corporation of America, 00000 Xxxxxxxx Xxxx Xxxx., Xxxxxxxxxxxx, Xxxxxxx 00000,
Attention: Chief Financial Officer.
7. Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons
referred to in Section 4 hereof, and no other person will have
any right or obligations hereunder.
8. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one
and the same Agreement.
9. Applicable Law and Time. This Agreement shall be
governed by, and construed in accordance with, the laws of the
State of New York. Unless otherwise set forth herein, specified
times of day refer to New York City time.
10. Entire Agreement. This Agreement (including the
exhibits and schedules hereto) constitutes the entire agreement
and understanding between the parties hereto with respect to the
subject matter of this Agreement and supersedes all prior
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agreements or understandings, written or oral, among the parties with respect to
the subject matter of this Agreement.
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If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between the Originators and the
Underwriters in accordance with its terms.
Very truly yours,
ORIGINATORS
EQUICREDIT CORPORATION OF AMERICA
By:_____________________________
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
EQUICREDIT CORPORATION/ALA. & MISS.
By:_____________________________
Name: Xxxxxxxx X. Xxxx
Title: Senior Vice President
CALIFORNIA/EQUICREDIT CORPORATION
By:_____________________________
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
EQUICREDIT CORPORATION OF IN.
By:_____________________________
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
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EQUICREDIT CORPORATION OF PA.
By:_____________________________
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
EQUICREDIT CORPORATION OF SC.
By:_____________________________
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
The foregoing Representations Letter is hereby confirmed and accepted as of the
date first above written.
XXXXXX BROTHERS INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
PRUDENTIAL SECURITIES INCORPORATED
SALOMON BROTHERS INC
By: Xxxxxx Brothers Inc.,
as Representative of the
Underwriters
By:____________________________
Name:
Title:
138004-1
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