Exhibit 1.1
CORE BOND PRODUCTS LLC
CORE INVESTMENT GRADE BOND TRUST I,
PASS-THROUGH CERTIFICATES, SERIES 2002-1
AGENCY AGREEMENT
November o, 2002
BANC OF AMERICA SECURITIES LLC
Bank of America Corporate Center
Charlotte, North Carolina 28255
X.X. XXXXXX SECURITIES INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
[Other Agent Names]
Ladies and Gentlemen:
Core Bond Products LLC, a Delaware limited liability company (the
"Depositor"), hereby confirms its agreement with Banc of America Securities LLC,
X.X. Xxxxxx Securities Inc. and [Other Agent Names] (collectively, the
"Agents"), each as an agent of the Depositor, with respect to the issuance and
sale by the Core Investment Grade Bond Trust I, a common law trust (the
"Trust"), formed pursuant to a certain trust agreement (the "Trust Agreement"),
to be dated as of the Closing Date (as defined herein), among the Depositor, as
depositor, The Bank of New York, as trustee and securities intermediary (the
"Trustee"), and Banc of America Securities LLC, as administrative agent, of an
aggregate principal balance of the Trust's Pass-Through Certificates, Series
2002-1 (the "Certificates"), not to exceed $o. The assets of the Trust (the
"Trust Assets") will consist initially of an aggregate principal amount of debt
securities of the issuers specified in Schedule A attached hereto (collectively,
the "Issuers") except as otherwise contemplated in the Prospectus (as defined in
Section 2(a)). The Certificates will evidence a proportionate undivided
beneficial ownership interest in the Trust Assets and the distributions of the
Trust. This Agreement and the Trust Agreement are referred to herein
collectively as the "Operative Agreements."
Capitalized terms used but not otherwise defined herein shall have
the meanings assigned thereto in the Trust Agreement.
SECTION 1. Appointment as Agent; Solicitations as Agent.
(a) Subject to the terms and conditions stated herein, the Depositor
hereby appoints each Agent as its placement agent for the solicitation of
offers to purchase the Certificates, and each Agent hereby accepts such
appointment. Absent the prior written consent of the Depositor, no Agent
may engage any sub-agent to assist it in soliciting offers to purchase the
Certificates. Notwithstanding anything to the contrary contained
herein, the parties hereto agree that no Agent shall be obligated, under
any circumstance, to purchase Certificates from the Depositor, as principal
or otherwise.
(b) On the basis of the representations and warranties herein
contained, but subject to the terms and conditions herein specified, each
Agent, acting solely as an agent of the Depositor, will use its reasonable
efforts to solicit offers for the purchase of Certificates. Each Agent will
communicate to the Depositor, orally or in writing, each offer to purchase
Certificates solicited by the Agent on an agency basis. The Depositor shall
have the sole right to accept or reject any proposed purchase of the
Certificates, as a whole or in part, and any such rejection shall not be
deemed a breach of the Depositor's agreement contained herein. Each Agent
shall make reasonable efforts to assist the Depositor in obtaining
performance by each purchaser whose offer to purchase Certificates has been
solicited by such Agent and accepted by the Depositor. No Agent shall have
any liability to the Depositor in the event that a purchaser, whose offer
to purchase Certificates has been solicited by such Agent and accepted by
the Depositor, fails to consummate such purchase.
(c) Each Agent xxxxxx represents and agrees that:
(x) it has not offered or sold and, prior to the expiry of the
period of six months from the issue date of the certificates, will not
offer or sell any certificates to persons in the United Kingdom except
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 otherwise in circumstances
which have not resulted and will not result in an offer to the public
in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995, as amended;
(y) (i) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 of the
United Kingdom (the "FSMA")) received by it in connection with the
issue or sale of the Certificates in circumstances in which Section
21(1) of the FSMA does not apply to the Trust and (ii) it has only
communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to participate
in a collective investment scheme (within the meaning of Section 235
of the FSMA) received by it in connection with the issuance or sale of
any certificates in circumstances in which Section 238(1) of the FSMA
does not apply to the Trust; and
(z) it has complied and will comply with all applicable
provisions of the FSMA and any applicable secondary legislation made
under the FSMA with respect to anything done by it in relation to the
Certificates in, from or otherwise involving the United Kingdom.
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Each Agent agrees that it will not solicit offers for the purchase of
Certificates, directly or indirectly, or distribute the Prospectus or any
other offering material relating to the Certificates, in or from any
jurisdiction outside the United States except under circumstances that
will, to the best knowledge and belief of such Agent, result in compliance
with the applicable laws and regulations of such jurisdiction.
(d) The parties hereto expressly agree that the Depositor shall not be
obligated to pay any commissions or other consideration to any Agent in
connection with the placement of any Certificates pursuant to this
Agreement and that each Agent's sole compensation for the performance of
its obligations under this Agreement shall be any compensation payable to
such Agent by each Issuer in respect of the offer and sale of its debt
securities under the related placement agency agreement.
SECTION 2. Representations and Warranties of the Depositor. The Depositor
represents and warrants to, and agrees with each Agent, at the date hereof and
at the Closing Date, that:
(a) A registration statement on Form S-3 (No. 333-92096) with respect
to the sale of the Certificates and pre-effective amendment nos. 1, 2, 3,
4, 5 and 6 thereto have been prepared and filed with the United States
Securities and Exchange Commission (the "Commission") by the Depositor
under the United States Securities Act of 1933, as amended (the "Securities
Act"), and the rules and regulations (the "Rules and Regulations") of the
Commission thereunder. Promptly after execution and delivery of this
Agreement, the Depositor will prepare and file with the Commission a
pricing amendment to such registration statement. Any prospectus used prior
to the time such registration statement became effective is herein called a
"preliminary prospectus." Such registration statement (as so amended) shall
have been declared effective by the Commission under the Securities Act.
Such registration statement (as so amended), including the exhibits thereto
and the documents, if any, filed with the Commission under the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the Rules and Regulations of the Commission thereunder and incorporated
therein by reference, at the time it became effective, is referred to
herein as the "Registration Statement." The final prospectus contained in
the Registration Statement and the documents, if any, filed with the
Commission under the Exchange Act and the Rules and Regulations of the
Commission thereunder and incorporated therein by reference, in the form
first furnished to the Agents for use in connection with their
solicitations of offers to purchase the Certificates, is referred to herein
as the "Prospectus." The Commission has not issued any order suspending the
effectiveness of the Registration Statement or preventing or suspending the
use of any preliminary prospectus or the Prospectus or any amendment or
supplement thereto relating to the Certificates, and no proceedings for
that purpose have been initiated or, to the knowledge of the Depositor, are
threatened by the Commission. The conditions for use of Form S-3, with
respect to the sale of the Certificates, have been satisfied.
(b) The Registration Statement and the Prospectus and any further
amendments or supplements to the Registration Statement or the Prospectus
will, when they become effective or are filed with the Commission, as the
case may be, conform in all material
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respects to the requirements of the Securities Act or the Exchange Act, as
applicable, and the Rules and Regulations of the Commission. The
Registration Statement and any post-effective amendment thereto, at the
time the Registration Statement or, if applicable, such post-effective
amendment thereto becomes effective, will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The
Prospectus, at its date, and the Prospectus (as amended or supplemented, if
applicable) as of the Closing Date, will not include an untrue statement of
a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading.
(c) The Depositor has been duly formed and is validly existing as a
limited liability company in good standing under the laws of the State of
Delaware and has all power and authority necessary to enter into and
perform its obligations under the Operative Agreements.
(d) There are no actions, proceedings or investigations pending with
respect to which the Depositor has received service of process before, or,
to the Depositor's knowledge, threatened by, any court, administrative
agency or other tribunal to which the Depositor is a party which (i) assert
the invalidity of the Certificates or any Operative Agreement, (ii) seek to
prevent the issuance of the Certificates or the consummation by the
Depositor of any of the transactions contemplated by any Operative
Agreement or (iii) might materially and adversely affect the performance by
the Depositor of its obligations under, or the validity or enforceability
of, any Operative Agreement.
(e) This Agreement has been, and the Trust Agreement, when executed
and delivered as contemplated hereby and thereby, will have been, duly
authorized, executed and delivered by the Depositor, and this Agreement
constitutes, and the Trust Agreement, when executed and delivered by the
other parties thereto as contemplated herein, will constitute, valid and
binding agreements of the Depositor, enforceable against the Depositor in
accordance with their respective terms, subject as to enforceability to (i)
applicable bankruptcy, reorganization, insolvency, moratorium or other
similar laws affecting creditors' rights generally, (ii) general principles
of equity (regardless of whether enforcement is sought in a proceeding in
equity or at law), and (iii) with respect to rights of indemnity under the
Trust Agreement, limitations of public policy under applicable securities
laws.
(f) When the Certificates are duly and validly executed and
authenticated by the Trustee and delivered in accordance with the Trust
Agreement against the requisite payment therefor, the Certificates will be
validly issued, fully paid and nonassessable.
(g) At the Closing Date, the Certificates and the Trust Agreement will
conform in all material respects to the descriptions thereof contained in
the Prospectus.
(h) The Trust Agreement is not required to be qualified as an
indenture under the Trust Indenture Act of 1939, as amended.
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(i) Immediately prior to transfer of the Trust Assets to the Trust
pursuant to the Trust Agreement, the Depositor will (i) be the sole
beneficial owner of the Trust Assets being transferred to the Trustee
pursuant thereto, free and clear of any lien, mortgage, pledge, charge,
encumbrance, adverse claim or other security interest (collectively,
"Liens"), (ii) not have assigned to any entity or other person any of its
right or title in the Trust Assets, in the Trust Agreement or in the
Certificates being issued and (iii) have the power and authority to sell
its interest in the Trust Assets to the Trust. Upon execution and delivery
of the Trust Agreement by the Trustee, the Trust will have acquired
beneficial ownership of all of the Depositor's right, title and interest in
and to the Trust Assets. At the time of execution and delivery of the Trust
Agreement, the Depositor will have the power and authority to authorize the
Agents to solicit offers to purchase the Certificates and to sell the
Certificates to purchasers thereof.
(j) The execution, delivery and performance by the Depositor of the
Operative Agreements and the consummation of the transactions contemplated
hereby and thereby, and the issuance and delivery of the Certificates, do
not and will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Depositor is a party or by which the Depositor is bound or any
statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Depositor, which conflict,
breach, violation or default would (i) invalidate the Certificates or any
Operative Agreement, (ii) prevent the issuance of the Certificates or the
consummation by the Depositor of any of the transactions contemplated by
any Operative Agreement or (iii) materially and adversely affect the
performance by the Depositor of its obligations under, or the validity or
enforceability of, any Operative Agreement, nor will such actions result in
any violation of the provisions of the Limited Liability Company Agreement
of the Depositor.
(k) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body of the
United States or the State of Delaware is required for the Depositor's
placement of the Certificates through the Agents or the consummation by the
Depositor of the other transactions contemplated by the Operative
Agreements, except such consents, approvals, authorizations, registrations
or qualifications as may be required under U.S. state securities or blue
sky laws in connection with the sale of the Certificates or as have been
obtained.
(l) The Trust is not required to register as an "investment company"
within the meaning of such term under the United States Investment Company
Act of 1940, as amended, and the Rules and Regulations of the Commission
thereunder.
(m) As of the Closing Date, the Certificates will have been rated "o"
by Xxxxx'x Investors Service, Inc. ("Moody's"), "o" by Standard & Poor's
Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"),
and "o" by Fitch, Inc. ("Fitch," and together with Xxxxx'x and S&P, the
"Rating Agencies").
(n) As of the Closing Date, the Certificates will be listed on the
Luxembourg Stock Exchange will be eligible for clearance, trading and
settlement through the
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facilities of The Depository Trust Company ("DTC") for the accounts of its
participants, including Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear"), and Clearstream Banking, societe anonyme
("Clearstream," and together with DTC and Euroclear, the "Clearing
Agencies").
Any certificate signed by an officer of the Depositor and delivered to the
Agents in connection with the offering of the Certificates shall be deemed to be
a representation and warranty as to the matters covered thereby to each person
to whom the representations and warranties in this Section 2 are made.
SECTION 3. Delivery and Payment. Delivery of and payment for the
Certificates whose offer to purchase has been solicited by the Agents and
accepted by the Depositor shall be made at the offices of Xxxxxx Xxxxxx Xxxxx &
Xxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York
time, on o, 2002, or at such other time or date as shall be agreed upon in
writing by the Agents and the Depositor (such time and date being referred to as
the "Closing Date"). On the Closing Date, the Depositor shall deliver
Certificates sold through an Agent, as an agent of the Depositor, to such Agent
for the accounts of the purchasers thereof only against payment therefor in
immediately available funds. All funds for the purchase of Certificates shall be
forwarded by the Agents on behalf of the related purchasers to Banc of America
Securities LLC, in its capacity as agent of the related purchasers (the
"Purchaser Agent"), upon the Depositor's acceptance of offers to purchase
Certificates. Subject to the next paragraph, on the Closing Date, the Purchaser
Agent shall deliver payment for the related Certificates to the Depositor in the
amount of $1,000 per each $1,000 certificate principal balance of the
Certificates by wire transfer of immediately available funds payable to the
account of the Depositor. The Certificates shall be issued in such authorized
denominations and registered in such names as the Agents may request in writing
at least two business days prior to the Closing Date. The Certificates will be
made available for examination by the Agents no later than 2:00 p.m., New York
City time, on the business day immediately preceding the Closing Date.
Notwithstanding anything to the contrary contained herein, the Depositor
reserves the right to withdraw, cancel or modify the offering of Certificates
contemplated hereby without notice and may reject offers to purchase
Certificates, in whole or in part, in its sole discretion. In addition, in the
event that the sale of debt securities scheduled to constitute Trust Assets and
representing, in the aggregate, less than 10% of the aggregate principal amount
of all scheduled Trust Assets is not consummated as a result of the failure of
any Issuer to satisfy all of the conditions of such sale in its placement agency
agreement for the sale of such debt securities, then (a) the Depositor will
reduce the principal balance of the Certificates to be offered, provided that
the ratings of the Certificates are not downgraded from the ratings that would
have applied to the Certificates had each such sale been consummated, (b)
allocations of Certificates to purchasers will be reduced on a pro rata basis
(based on the principal balance of Certificates) and (c) the Depositor will file
a Current Report on Form 8-K with the Commission summarizing such occurrence. In
the event such ratings are lower or the sale of debt securities scheduled to
constitute Trust Assets representing, in the aggregate, 10% or more of the
aggregate principal amount of all scheduled Trust Assets is not consummated, the
offering of the Certificates contemplated hereby shall automatically terminate,
unless the Depositor decides to modify such
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offering, in which event, the Depositor shall file a post-effective amendment to
the Registration Statement reflecting such modification.
SECTION 4. Covenants of the Depositor. The Depositor agrees as follows:
(a) to effect all necessary filings under the Securities Act and the
Rules and Regulations of the Commission thereunder on a timely basis, and
to advise the Agents promptly of its receipt of notice of the issuance by
the Commission of (i) any order of the Commission suspending the
effectiveness of the Registration Statement or preventing or suspending the
use of any preliminary prospectus or the Prospectus or any amendment or
supplement thereto relating to the Certificates, (ii) the suspension of the
qualification of the Certificates for offering or sale in any jurisdiction,
(iii) the initiation of or threat of any proceeding for any purpose
referred to in clause (i) or (ii) above or (iv) any request by the
Commission for amending or supplementing the Registration Statement or the
Prospectus or for additional information, and, upon the issuance of any
order of the Commission suspending the effectiveness of the Registration
Statement or preventing or suspending the use of any preliminary prospectus
or the Prospectus or any amendment or supplement thereto relating to the
Certificates or suspending any such qualification, to promptly use its
reasonable efforts to obtain the withdrawal of such order by the Commission
or the reinstatement of such qualification;
(b) to furnish promptly to the Agents a signed copy of the
Registration Statement as originally filed with the Commission, and, prior
to its filing, each amendment thereto filed with the Commission, including,
in each case, all exhibits filed therewith;
(c) to deliver promptly to the Agents as many copies of the Prospectus
and, prior to its filing with the Commission, any amended or supplemented
Prospectus, as each Agent shall reasonably request;
(d) if the delivery of a prospectus is required under the Securities
Act at any time in connection with the offering or sale of the
Certificates, and if at such time any event shall have occurred as a result
of which the Prospectus, as then amended or supplemented, would include any
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary during
the same period to amend or supplement the Prospectus in order to comply
with the Securities Act, to notify the Agents, to prepare and furnish to
the Agents a copy of the amended and supplemented Prospectus which corrects
such statement or omission or effects such compliance, to file such amended
and supplemented Prospectus with the Commission and to deliver as many
copies thereof to the Agents as each Agent shall reasonably request;
(e) to make generally available to holders of the Certificates as soon
as practicable a statement of earnings of the Trust (which need not be
audited) for the purposes of, and to provide the benefits contemplated by,
the last paragraph of Section 11(a) of the Securities Act;
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(f) to use its reasonable efforts, in cooperation with the Agents, to
qualify the Certificates for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States
or elsewhere as the Agents and the Depositor mutually agree, and to
maintain or cause to be maintained such qualifications in effect for as
long as may be required for the distribution of the Certificates; provided,
however, that in connection therewith, neither the Depositor nor the Trust
shall be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction, and to file or cause the
filing of such statements and reports as may be required by the laws of
each jurisdiction in which the Certificates have been so qualified; and
(g) to apply the proceeds from the sale of the Certificates in the
manner set forth in the Prospectus.
SECTION 5. Conditions to the Agents' Obligations. The obligations of the
Agents to solicit offers to purchase the Certificates as agents of the Depositor
are subject to: (i) the accuracy as of the Closing Date of the representations
and warranties on the part of the Depositor herein contained; (ii) the
performance by the Depositor of its obligations hereunder; and (iii) the
following conditions as of the Closing Date:
(a) The Agents shall have received confirmation of the effectiveness
of the Registration Statement. At the Closing Date, no order suspending the
effectiveness of the Registration Statement or preventing or suspending any
preliminary prospectus or the Prospectus or any amendment or supplement
thereto relating to the Certificates shall have been issued by the
Commission, and no proceedings for that purpose shall have been initiated
or threatened by the Commission. Any request of the Commission for
inclusion of additional information in the Registration Statement or the
Prospectus shall have been complied with. A prospectus shall have been
filed with the Commission in accordance with Rule 424(b) or a
post-effective amendment to the Registration Statement providing the
required information shall have been filed and declared effective by the
Commission.
(b) Xxxxxx Xxxxxx Xxxxx & Xxxx LLP, special counsel to the Depositor,
shall have furnished to the Agents its written opinion, addressed to the
Agents and dated the Closing Date, in form and substance reasonably
satisfactory to the Agents.
(c) Xxxxx, Xxxxxx and Xxxxxx, LLP, counsel to the Trustee, shall have
furnished to the Agents its written opinion, addressed to the Agents and
dated the Closing Date, in form and substance reasonably satisfactory to
the Agents.
(d) The Agents shall have received a certificate signed by two
Managers of the Depositor, dated the Closing Date, in which such officers,
to the best of their knowledge after reasonable investigation, shall state
that: (i) the representations and warranties of the Depositor in this
Agreement are true and correct; (ii) the Depositor 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 order suspending
the effectiveness of the Registration Statement or preventing or suspending
the use of any preliminary prospectus or the Prospectus or any amendment or
supplement thereto relating to the Certificates has
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been issued by the Commission, and no proceedings for that purpose have
been initiated or threatened by the Commission.
(e) The Trustee shall have furnished to the Agents a certificate of
the Trustee, signed by one or more duly authorized officers of the Trustee,
dated the Closing Date, as to the due authorization, execution and delivery
of the Trust Agreement by the Trustee and the due execution, authentication
and delivery of the Certificates by the Trustee under the Trust Agreement.
(f) At the Closing Date, the Certificates shall be rated "o" by
Xxxxx'x, "o" by S&P and "o" by Fitch, and the Depositor shall have
delivered to the Agents a letter, dated the Closing Date, from each Rating
Agency, or other evidence satisfactory to the Agents, confirming that the
Certificates have such rating, and since the execution of this Agreement,
there shall not have occurred a downgrading in or withdrawal of the rating
assigned to the Certificates by any Rating Agency, and no Rating Agency
shall have publicly announced that it has under surveillance or review,
with possible negative implications, its rating of the Certificates.
If any condition specified in this Section 5 shall not have been fulfilled
when and as required to be fulfilled, this Agreement may be terminated, as to
itself, by any Agent by notice to the Depositor at any time at or prior to the
Closing Date, and such termination shall be without liability of any party to
any other party except as provided in Section 6.
SECTION 6. Payment of Expenses. All expenses incident to the offering and
sale of the Certificates under this Agreement shall be borne by the Agents
(based on the relative proportions of the aggregate commissions payable by the
Issuers to such Agents), including, without limitation, those relating to: (a)
the preparation, issuance and delivery of the Certificates; (b) the preparation,
printing and delivery of the Registration Statement as originally filed and each
amendment thereto and any preliminary prospectus and the Prospectus and each
amendment or supplement thereto; (c) the preparation, reproduction and
distribution of this Agreement and the Trust Agreement; (d) the fees and
disbursements of Xxxxxx Xxxxxx Xxxxx & Xxxx LLP, special counsel, and the
Trustee and its counsel in connection with the offering of the Certificates; (e)
the qualification of the Certificates under securities laws of various
jurisdictions in accordance with Section 4(f), including filing fees and the
costs of preparing, printing and distributing a Blue Sky Memorandum and/or a
Legal Investment Survey by Xxxxxx Xxxxxx Xxxxx & Xxxx LLP, special counsel; (f)
the fees charged by each Rating Agency for rating the Certificates; (g) the fees
of the Clearing Agencies, relating to the clearance, trading and settlement of
the Certificates, including the cost of obtaining CUSIP, Common Code and ISIN
identification numbers for the Certificates; and (h) the listing of the
Certificates on the Luxembourg Stock Exchange.
SECTION 7. Notices. All statements, requests, notices and agreements
hereunder shall be in writing, and:
(a) if to the Agents, shall be delivered or sent by mail, telex or
facsimile transmission to care of:
9
o
(b) if to the Depositor, shall be delivered or sent by mail, telex or
facsimile transmission to care of Core Bond Products LLC, Bank of America
Corporate Center, Charlotte, North Carolina 28255 (Telephone: (888)
000-0000).
SECTION 8. Persons Entitled to the Benefit of this Agreement. This
Agreement shall inure to the benefit of and be binding upon the Agents and the
Depositor and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
the representations, warranties and agreements contained in this Agreement shall
also be deemed to be for the benefit of the person or persons, if any, who
control an individual Agent within the meaning of Section 15 of the Securities
Act, and for the benefit of Managers of the Depositor, officers of the Depositor
who have signed the Registration Statement and any person controlling the
Depositor within the meaning of Section 15 of the Securities Act. Nothing in
this Agreement is intended or shall be construed to give any person, other than
the persons referred to in this Section 8, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision contained
herein.
SECTION 9. Survival. The respective representations, warranties and
agreements of the Depositor and the Agents contained in this Agreement, or made
by or on behalf of them, respectively, pursuant to this Agreement shall survive
the delivery of, and payment for, the Certificates and shall remain in full
force and effect, regardless of any investigation made by or on behalf of any of
them or any person controlling any of them.
SECTION 10. Governing Law; Submission to Jurisdiction. This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York without giving effect to the conflict of law rules thereof. The parties
hereto hereby submit to the jurisdiction of the United States District Court for
the Southern District of New York and any court in the State of New York located
in the City and County of New York, and appellate court from any thereof, in any
action, suit or proceeding brought against it or in connection with this
Agreement or any of the related documents or the transactions contemplated
hereunder or for recognition or enforcement of any judgment, and the parties
hereto hereby agree that all claims in respect of any such action or proceeding
may be heard or determined in New York State court or, to the extent permitted
by law, in such federal court.
SECTION 11. Counterparts. This Agreement may be executed in counterparts
and, if executed in more than one counterpart, the executed counterparts shall
each be deemed to be an original and all such counterparts shall together
constitute one and the same instrument.
SECTION 12. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.
* * *
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If the foregoing correctly sets forth the agreement among the Depositor and
the Agents, please indicate your acceptance in the space provided for the
purpose below.
Very truly yours,
CORE BOND PRODUCTS LLC,
as Depositor
By: ________________________________
Name:
Title:
CONFIRMED AND ACCEPTED,
as of the date first above written:
BANC OF AMERICA SECURITIES LLC,
as Agent
By:__________________________________
Name:
Title:
X.X. XXXXXX SECURITIES INC.,
as Agent
By:__________________________________
Name:
Title:
[Other Agent Names]
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Schedule A
List of Issuers of Debt Securities
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B-1
