Dated As Of June 15, 1989
Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gruntal & Co. Incorporated
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
MASTER AGREEMENT AMONG UNDERWRITERS
Bear, Xxxxxxx & Co. Inc.; Gruntal & Co. Incorporated
Unit Investment Trusts
Gentlemen:
We understand that you, Bear, Xxxxxxx & Co. Inc. ("Bear
Xxxxxxx") and Gruntal & Co. Incorporated ("Gruntal"), are
entering into this agreement (the "Agreement") in counterparts
with us and other firms who may be underwriters for issues of any
Unit Investment Trust for which Bear Xxxxxxx and Gruntal will act
as depositors (the "Depositors"). This Agreement shall apply to
any offering on or after June 15, 1989 of units of fractional
undivided interests (the "Units") in any Unit Investment Trust in
which you are the Depositors and in which we elect to act as an
underwriter (the underwriters with respect to each such trust,
including you, being hereinafter called the "Underwriters") after
receipt of an oral or written notice ("Notice") from you stating
the name, size and proposed date of offering of such trust and
that our participation as an underwriter in the proposed offering
shall be subject to the provisions of this Agreement. We
understand that you are not obligated to give Notice to us and
invite us to participate in the underwriting of any such trust.
We understand that each trust is to be created by a Trust
Agreement substantially in the form delivered to us (the "Trust
Agreement") under which you will act as Depositors, United States
Trust Company of New York will act as Trustee and Standard &
Poor's Corporation will act as Evaluator. The Units shall be
represented by the certificates of ownership (the "Certificates")
to be received in exchange for the underlying debt obligations
("Debt Obligations") to be acquired hereunder upon the deposit of
such Debt Obligations in the trust. Each trust which we agree to
underwrite subject to this Agreement is hereinafter referred to
as the "Trust".
We hereby appoint you Managing Underwriters and
authorize you, in our behalf, to take all such action as you in
your discretion may deem necessary or advisable in order to carry
out the provisions of this Agreement and of the Trust Agreement
C/M 11939.0001 406222.1
1
and the sale and distribution of the Units. We agree to execute
such powers of attorney evidencing the powers granted to you
under this Agreement upon your request in such form and at such
times as you deem appropriate and advisable.
We hereby agree to sell Units only in those states
where the Units have been qualified for sale as indicated in the
Blue Sky memorandum provided to us by you. We further agree to
provide you with such additional information that you may request
in connection with the registration of Units in any state.
It is understood that you assume no responsibility with
respect to the right of any Underwriter or other person to offer
or to sell Units in any jurisdiction, notwithstanding any
information which you may furnish as to the jurisdictions under
the securities laws of which it is believed, based upon a Blue
Sky survey performed by your counsel, the Units may be sold.
If any Underwriter proposes to offer Units outside the
United States, or in a state in which the offering has not been
registered, its territories or its possessions, such Underwriter
will take, at its own expense, such action, if any, as may be
necessary to comply with the laws of each jurisdiction, domestic
or foreign, in which it proposes to offer Units.
1. Registration Of Trust And Units. We understand
that (i) a registration statement will be filed with the
Securities and Exchange Commission (the "Commission") under the
Investment Company Act of 1940 (the "1940 Act") for the purpose
of registering the Trust under the 1940 Act; (ii) a registration
statement will be filed with the Commission under the Securities
Act of 1933, as amended (the "1933 Act"), to register the Units
under the 1933 Act (The 1933 Act Registration Statement as
amended at the time it becomes effective is hereafter referred to
as the "Registration Statement" and the related Prospectus
contained therein is hereafter referred to as the "Prospectus."
The date as of which such Registration Statement becomes
effective pursuant to the 1933 Act by Commission order is
hereafter referred to as the "Effective Date"); and (iii) the
Trust will take all necessary action under the Blue Sky or
securities laws of the states where it is proposed that the Units
may be offered and sold to qualify the Units for public offer and
sale as indicated in the preliminary Blue Sky memorandum that is
provided to us. We understand that neither you nor any of the
other Underwriters make any representations or warranties or
assume any responsibility with respect to the foregoing except
pursuant to the indemnity set forth in Section 11 hereof and
except to the extent required by express provisions of the 1933
Act, the 1940 Act or other applicable law.
C/M 11939.0001 406222.1
2
We hereby authorize you to take all such action on our
behalf related to the above as you or your counsel shall deem
necessary and advisable and to file and approve on our behalf any
and all amendments or supplements to said Registration Statement
and related filings as you or your counsel deem necessary and
advisable. We confirm that we agree to furnish you upon your
request with such information as will be required to insure that
such Registration Statement, the Prospectus and all other related
documents are correct in so far as they relate to us.
We hereby authorize you, acting as our representative
and on our behalf, to take all such action as in your discretion
may be necessary or advisable in order to carry out the
provisions of this Agreement. We agree that all action taken by
Bear Xxxxxxx hereunder, including the execution of this Agreement
with the Underwriters, shall be deemed to have been taken on
behalf of both Bear Xxxxxxx and Gruntal, as Depositors and
Managing Underwriters and to have been authorized by Gruntal.
2. Unit Commitment. We authorize you, acting as our
agent and on our behalf, to receive in exchange for the
Underlying Debt Obligations, the Units representing a fractional
undivided interest in the Trust up to the number of Units which
we have advised you by telegraph, telegram or other form of fac-
simile transmission substantially in the form of Schedule B
hereto that we agree to purchase (the "Acceptance"). We
understand that the Acceptance must be received by you by the
close of business on the day preceding the Date of Deposit (as
defined in the Indenture). We further agree that the
Underwriters to be subject to this Agreement for the Trust shall
be those who have given Acceptances and are named in the
Prospectus. We hereby authorize you to cause the Registration
Statement as first filed with the Securities and Exchange Com-
mission in accordance with Paragraph 1 hereof (the "Registration
Statement") to be amended to include in the Prospectus the amount
of Units of the Trust which we have agreed to underwrite (our
"Unit Commitment"). We agree that notwithstanding our failure to
send the Acceptance to you in the manner set forth in this
paragraph, our acceptance of delivery of the Units subsequent to
the Date of Deposit shall be deemed to be an Acceptance in
accordance with the provisions hereof.
The number of Units of each Trust to be underwritten
hereunder is unlimited and it is understood that you may increase
the number of Units specified in the Registration Statement, or
you may decrease the number of Units, if you shall deem it
advisable and practicable to do so. You may permit any Under-
writer to increase its Unit Commitment (by written agreement) or
additional underwriters to become parties to this Agreement (the
addition of new parties hereto to be evidenced in each case by an
agreement substantially in the form of this Agreement to be
C/M 11939.0001 406222.1
3
entered into between you and any such new party). You may
decrease our Unit Commitment by any amount, including to zero, by
notifying us by telephone, such notice to be confirmed in
writing. Apart from the authorized decrease provided for in this
Paragraph, the number of Units to be underwritten by each of us
shall not be changed from the amount set forth in our Acceptance
without our written consent.
3. Accumulation Account. We authorize you as our
agent and attorney in fact and as Depositors to purchase and
accumulate Debt Obligations for deposit in the Trust. Debt
Obligations so purchased shall be deposited in an "Accumulation
Account" and shall hereafter be referred to as the "Underlying
Debt Obligations." The Underlying Debt Obligations shall consist
of obligations of the type and quality described in the
Prospectus. We agree that you shall have no liability with
respect to the issue, form, validity, legality, enforceability,
value of, tax status or title to the Underlying Debt Obligations.
We authorize you to execute on our behalf an appropriate
"investment letter" with respect to any Underlying Debt
Obligations purchased on a private placement basis.
You are authorized to sell, exchange or otherwise
dispose of Underlying Debt Obligations from the Accumulation
Account, including those Underlying Debt Obligations purchased
for the Accumulation Account but not deposited in the Trust, for
such consideration as you shall deem appropriate and in the best
interests of the Accumulation Account. All profits and losses
from such transactions shall be included in the final computation
of profit and losses of the Accumulation Account. All profits
and losses from the purchase, accumulation and deposit of the
Underlying Debt Obligations in the Trust, adjusted to reflect
expenses and carrying charges, shall be recorded in the
Accumulation Account and shall be shared among the Underwriters
in accord with their respective elections set forth in Schedule
B. In addition, you are authorized to deduct from the
Accumulation Account the costs of any advertising that you
purchase on behalf of you and all the Underwriters in accordance
with Section 15 hereof. As Depositors, you shall be entitled to
all remaining profit and, correspondingly, shall be obligated for
all losses of the Accumulation Account not expressly allocated
among the Underwriters in accord with such elections.
We authorize you to purchase Underlying Debt
Obligations for the Accumulation Account from any seller,
including you and any of the Underwriters. Such purchases may be
at the current market price then in effect (as reasonably
determined by you); provided, however, if any Underwriter is a
member of a syndicate underwriting an original issue and is
prohibited by price restrictions of the syndicate from reselling
Debt Obligations at less than a certain price, then the purchase
C/M 11939.0001 406222.1
4
price of such Underlying Debt Obligations to the Accumulation
Account shall be the lowest price permitted by such restrictions.
We shall furnish to you in writing any information
regarding Underlying Debt Obligations sold by us to the
Accumulation Account which you deem necessary for inclusion in
the Prospectus, including the date on which such Debt Obligations
were acquired by us, the price of acquisition, and, if the sale
is made by us as a member of another underwriting syndicate, our
takedown retained as a member of such syndicate. If Underlying
Debt Obligations purchased from us were initially acquired by us
from the manager of a syndicate of which we are or were a member
or manager, we agree that there shall be furnished to you in
writing such estimates as to our participation in the profit to
the syndicate resulting from such sale as may be practicable
under the circumstances.
If at any time prior to the deposit of Underlying Debt
Obligations in the Trust you shall determine that it is
impracticable or inadvisable to complete the acquisition of
Underlying Debt Obligations because of unfavorable market
conditions or for other reasons adversely affecting such
acquisition or the offering of Units hereunder, we authorize you
to sell for the Accumulation Account the Underlying Debt
Obligations acquired prior to such determination in such manner,
at such times and at such prices as you shall deem advisable. As
soon as practicable after all of the Underlying Debt Obligations
have been sold pursuant to this paragraph, this Agreement shall
be terminated and our account hereunder settled in the manner
stated in Section 13.
4. Financing Of Accumulation Account. From time to
time during the term of this Agreement, we agree to transmit to
you upon your request a certified or official bank check to your
order in an amount not in excess of 10% of our respective
Underwriting Percentage shares in the Accumulation Account to
serve as margin in carrying the Underlying Debt Obligations and
the Units received upon deposit of the Underlying Debt
Obligations in the Trust and for the other purposes of this
Agreement.
We authorize you to advance your own funds or to
arrange loans (including repurchase agreements) for the
Accumulation Account for the purposes of carrying the Underlying
Debt Obligations and the Units and of carrying out the other
purposes of this Agreement and in connection therewith to hold or
pledge as security all or any of the Underlying Debt Obligations
and the Units. You may deliver any note or other instrument in
connection with such transactions as you may deem necessary or
advisable. Any lender or purchaser is hereby authorized to
accept your instructions with respect thereto.
C/M 11939.0001 406222.1
5
5. Trust Deposit And Certificates. We authorize you,
acting as our agent and in our behalf, to deposit the Underlying
Debt Obligations in the Trust at such time after the acquisition
of the Underlying Debt Obligations as you deem appropriate and to
receive in exchange therefor for our account Certificates
representing our Unit Commitment in the Trust. We authorize you
to retain custody of the Certificates until delivered to us or
sold for our account in accordance with this Agreement.
You may deliver to us from time to time against
payment, for carrying purposes only, any Certificates
representing Units which you are holding for sale for our account
but which have not been sold and paid for. We will redeliver to
you against payment any such Certificates so delivered to us for
carrying purposes at such times as you may demand.
6. Public Offering Of Trust Units. A public offering
of the Units is to be made as soon after the Effective Date as in
your judgment is advisable. You shall notify us promptly by
telephone and confirm by mail or telegram when the public
offering is to commence (the "Public Offering Date"). The public
offering is to be made by means of the Prospectus and at the
public offering price, terms and conditions set forth in the
Prospectus. We authorize you to change the terms and conditions
of the public offering as you deem advisable.
We also confirm that we will take reasonable steps to
provide the preliminary prospectus prior to the Effective Date
and the Prospectus thereafter to any person making written
request to us. We understand that our requests for sufficient
copies of such prospectuses will be processed by your printer.
7. Purchase Of Units By The Underwriters. The sales
charge contemplated in this transaction is an amount per Unit as
described in the Prospectus. The amount set forth in Schedule B
hereto will constitute the per Unit sales takedown
("Underwriters' Takedown"). The amount of the Underwriters'
Takedown set forth in Schedule B is subject to change upon
written notice to each Underwriter by you. The sales charge less
the Underwriters' Takedown will accrue to you as Managing
Underwriters.
Upon notification from you that the public offering is
to commence, we hereby agree with you and the several other
Underwriters to purchase Certificates representing our Unit
Commitment on the Public Offering Date. The price to be paid for
each such Unit shall be the public offering price on such Date
plus the per Unit accrual of interest to the settlement date
(estimated at five business days thereafter) less the
C/M 11939.0001 406222.1
6
Underwriters' Takedown. Such payment is to be made by delivering
to you within five business days of the Public Offering Date, a
certified or bank cashier's check in New York City Clearing House
funds payable to the order of Bear, Xxxxxxx & Co. Inc. At the
Public Offering Date, we will become the owner of such Units and
be entitled to the benefits and subject to the risks inherent
therein.
We will offer to the public in conformity with the
terms of the offering and at the then effective public offering
price described in the Prospectus any of our Units not reserved
by you for sale to retail accounts or to dealers or sold by us
directly to dealers as herein authorized. When requested by us
from time to time, you shall furnish to us the then effective
public offering price.
We may sell to dealers part or all of the Units
delivered to us for direct sale at the then effective public
offering price, plus accrued interest, less the dealer's
concession set forth in the Prospectus, subject to your right to
change such concession from time to time. Any Units purchased by
us after the Public Offering Date as a result of an increase in
our Unit Commitment pursuant to Section 12 or which are delivered
to us for direct sale pursuant to Section 8 will be purchased by
us at the then effective public offering price plus accrued
interest, less the Underwriters' Takedown, with no additional
accumulation profit participation.
8. Direct Sales Authorization. We authorize you to
sell for our account to retail accounts or to dealers (including
one or more of the Underwriters) such of our Units as you shall
determine. Sales of Units to retail accounts or to dealers shall
be made for the account of any Underwriter in such manner as you
may deem appropriate. Our liability to take and pay for Units
under this Agreement shall be reduced to reflect any such sales
of Units for our account. You shall advise us promptly on the
Effective Date as to our Units reserved by you for sale to retail
accounts or to dealers pursuant to this paragraph. You may
advise us at any time thereafter that any Units so reserved for
sale for our account and not sold are no longer so reserved and
we shall then be responsible to take and pay for such Units as if
they had not been reserved.
You shall deliver to us for direct sale any Units held
by you for our account and not reserved for sale to retail
accounts or to dealers, and, with your consent, any Units held
for our account which are so reserved from time to time in
accordance with our instructions, and, upon payment to you by us
of the then effective public offering price of such Units, plus
accrued interest, adjusted for the Underwriters' Takedown.
C/M 11939.0001 406222.1
7
We authorize you to sell for our account to other
Underwriters such of our Units held by you for our account as you
shall determine which are not reserved by you for sale to retail
accounts or to dealers or, in accord with the preceding
paragraph, delivered to us for direct sale provided that (i) such
sales shall be made only to Underwriters to whom you shall have
delivered all of their Units not reserved for sale to retail
accounts or to dealers and (ii) such sales shall be made for the
account of each Underwriter for whose account you hold unreserved
Units in such manner as you may deem appropriate.
You may, and any of the other Underwriters may with
your consent, make purchases and sales of Units from or to any
other Underwriter at the then effective public offering price,
plus accrued interest, adjusted for the Underwriters' Takedown.
You shall advise us as soon as practicable of any sales
made by you for our account pursuant to this Section 8.
From time to time prior to the termination of this
Agreement, on your request, we will advise you of Units remaining
unsold which were delivered to us, and, on your request, we shall
deliver to you any such Units remaining unsold for sale for our
account to retail accounts or, adjusted for the Underwriters'
Takedown, to other Underwriters or dealers, all in the manner and
subject to the limitations stated above.
We understand that any Units sold for our account to
retail accounts will be subject to a discount per Unit on
purchases of 100 Units or more, as described in the Prospectus.
9. Unit Repurchases. We understand and agree that
you may, but are not obligated to, repurchase any Units which are
tendered or offered to you by the holders thereof. If, during
the term of this Agreement, you purchase or contract to purchase
for the account of any Underwriter in the open market or
otherwise Certificates for any Units which were retained by, or
released to, us for direct sale, or any Certificates which may
have been issued in exchange therefor or if any such Units shall
be tendered to the Trustee for redemption, and which Units were
therefore not effectively placed for investment by us, we
authorize you to charge our account with an amount equal to the
underwriter's concession with respect thereto, or to require us
to repurchase such Units at a price equal to the total cost of
such purchase, including accrued interest and commissions, if
any, and transfer taxes on the redelivery.
If, for any reason, during the term of this Agreement
we do not sell all of our Unit Commitment, you agree to buy from
us any unsold Units we have in our account at the then current
bid price plus accrued interest.
C/M 11939.0001 406222.1
8
We agree that, until the termination of this Agreement,
we will make no purchase of the Units other than (i) purchases
provided for in this Agreement, (ii) purchases approved by you
and (iii) purchases as a broker in executing unsolicited orders.
10. Legal Opinion And Accountants' Letter. After
notification of the Effective Date has been released by the
Securities and Exchange Commission, there shall be furnished to
us copies of all legal opinions and accountants' reports which
are delivered to you as Depositors, the Trustee and the Trust.
11. Indemnification. We agree to indemnify and hold
harmless each Underwriter and each person, if any, who controls
any Underwriter within the meaning of Section 15 of the 1933 Act
from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement or the Prospectus as amended and supplemented or caused
by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent
that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon or in
conformity with information furnished to you by us for use in the
preparation of the Registration Statement or the Prospectus or
any amendment or supplement thereto. This indemnity agreement
will be in addition to any liability which we may otherwise have.
In case any action shall be brought against any
Underwriter or any person controlling such Underwriter based upon
the Registration Statement or the Prospectus or any amendment or
supplement thereto in respect of which indemnity may be sought
against us, if such Underwriter shall promptly notify us in writ-
ing, we shall assume the defense thereof, including the
employment of counsel and the payment of all expenses. Any
Underwriter or any such controlling person shall have the right
to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Underwriter or such controlling
person unless the employment of such counsel has been
specifically authorized by us. We shall not be liable for any
settlement of any such action effected without our consent but if
settled with our consent or if there will be a final judgment for
the plaintiff in any such action, we agree to indemnify and hold
harmless any Underwriter and any such controlling person from and
against any loss or liability by reason of such settlement or
judgment.
The indemnity agreement contained in this Section 11
shall remain operative and in full force and effect regardless of
C/M 11939.0001 406222.1
9
(i) the termination of this Agreement and (ii) any investigation
made by or on behalf of any Underwriter or any person controlling
any Underwriter.
12. Substitution. Until the termination of this
Agreement, we authorize you to arrange for the substitution
hereunder of other persons, who may include you and us, for all
or any part of the commitment of any non-defaulting Underwriter
with the consent of such Underwriter, and of any defaulting
Underwriter without his consent, upon such terms and conditions
as you may deem advisable, provided that such substitution shall
not in any way affect the liability of any defaulting Underwriter
to the other Underwriters for damages from such default, nor
relieve any other Underwriter of any obligation under this
Agreement. The expenses chargeable to the account of any
defaulting Underwriter and not paid for by it or by the person
substituted for such Underwriter and any additional losses or
expenses arising from such default shall be considered to be
expenses of the underwriting account and shall be charged against
the accounts of the non-defaulting Underwriters in proportion to
their respective Underwriting Percentages.
In the event that either of you shall for any reason
cease to act as a Depositor of the Trust prior to the termination
of the Trust Agreement, we hereby authorize the Trustee to select
a substitute Depositor as provided in the Trust Agreement.
13. Termination. This Agreement shall terminate 30
days after the Public Offering Date unless sooner terminated by
you, provided that you may extend this Agreement for not more
than four successive periods of 30 days each upon notice to us
and each of the other Underwriters.
Upon termination of this Agreement, or prior thereto,
at your discretion, (i) you shall deliver to us Certificates for
any Units received by you for our account and not theretofore
delivered to us and Certificates for any Units held by you for
our account and (ii) after (a) crediting to our account advances
made by us to you pursuant to Section 4 and payments made to you
on account of Units sold by you for our account or delivered by
you to us, (b) charging or crediting to our account our share of
any profit or loss in the Accumulation Account and (c) making
such other credits or charges to our account as are authorized by
the provisions of this Agreement, our account hereunder shall be
settled and any amount due and owing thereunder shall be paid by
you or by us, as the case may be. The determination by you as
Depositor and Managing Underwriter of the amount to be paid to or
by us in settlement of our account shall be final and conclusive.
C/M 11939.0001 406222.1
10
Notwithstanding any settlement on the termination of
this Agreement, we agree to pay our Underwriting Percentage share
of any amount payable on account of any claim, demand or
liability which may be asserted against the Underwriters, or any
of them, based on the claim that the Underwriters constitute an
association, unincorporated business or other separate entity and
our Underwriting Percentage of any expenses incurred by you in
defending against any such claim, demand or liability. We also
agree to pay any stamp taxes which may be assessed and paid after
such settlement on account of any units received or sold
hereunder for our account.
Notwithstanding any termination of this Agreement, no
sale of the Units shall be made by us at any time except in
conformity with the provisions of Section 22(d) of the 1940 Act.
We agree that if, within ninety days from the time the
Registration Statement shall have become effective, either (i)
the net worth of the Trust shall be reduced to less than $100,000
or (ii) the Trust shall have been terminated, then we will
refund, on demand and without deduction, all sales charges to
purchasers of Units from us or any dealer participating in the
distribution of our Units.
14. Underwriting Commitment. We hereby commit on the
terms and conditions of this Agreement to purchase and pay for
the number of Units set forth opposite our name in Schedule B
("Unit Commitment"). Except for the right to decrease our Unit
Commitment granted to you above, and except as provided in
Section 11, our Unit Commitment may be increased or decreased
only by mutual written agreement between us and you at any time
prior to the date the Underlying Debt Obligations are deposited
in the Trust.
Our percentage interest ("Underwriting Percentage") and
the percentage interest of each Underwriter in the total Units to
be offered shall be expressed by the following ratio:
Unit Commitment = Underwriting Percentage
Total Units
The final determination of the respective Underwriting
Percentages of all Underwriters shall be made by you as of the
date the Underlying Debt Obligations are deposited in the Trust.
You are authorized to increase or decrease the number
of Units (and, correspondingly, the amount of Underlying Debt
Obligations) to be offered if you shall deem it advisable and
practicable to do so. In the event you shall elect to decrease
the number of Units hereunder, you shall have the right to
decrease our Unit Commitment proportionately by notifying us of
C/M 11939.0001 406222.1
11
such election by telephone and promptly confirm by telegraph or
writing.
You are authorized to amend Schedule A to add
additional Underwriters as you deem advisable in which case such
Underwriters shall be deemed to have been parties to this
Agreement as of the date of its confirmation by you. Any
deletion of Underwriters from Schedule A by you to reflect their
withdrawal from this underwriting participation shall be subject
to reservation of all our rights with respect to them conferred
in us by this Agreement.
15. Advertising. Public advertisement of the offering
may (but need not) be made by you on your behalf or on behalf of
the Underwriters on such date as you shall determine. Such
public advertisement may bear the name of the Sponsors alone or
the names of any or all Underwriters unless any Underwriter shall
notify you that it does not wish its name to so appear. Any
advertisement any Underwriter makes, or which any Underwriter
permits any dealer which purchases Units from it to make, will be
at the responsibility of such Underwriter and at such
Underwriter's or dealer's expense, provided, however, that all
such public advertisement shall conform to the rules and
regulations of the Securities and Exchange Commission relating
thereto and of the National Association of Securities Dealers,
Inc. (the "NASD").
16. Miscellaneous. Default by any one or more of the
other Underwriters in respect of their several obligations under
this Agreement shall not release us from any of our obligations
hereunder.
Nothing herein constitutes us partners with you or with
the other Underwriters and the obligations of ourselves and of
each of the other Underwriters are several and not joint.
Nothing herein contained shall be deemed to protect or
purport to protect any person against any liability to the Trust
or the Certificateholders to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of the duties of such person, or by
reason of such person's reckless disregard of such person's
obligations and duties under this Agreement.
Notices hereunder shall be deemed to have been duly
given if telephoned and then promptly mailed or telegraphed to us
at our address set forth in the Underwriters' Questionnaire,
attached hereto as Exhibit A, or to you at your address set forth
at the head of this Agreement.
C/M 11939.0001 406222.1
12
The headings contained in this Agreement are for
reference purposes only and shall not affect its meaning or
interpretation. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
17. Underwriting Participants. This Agreement is
being executed by us and delivered to you in duplicate. Upon
your confirmation hereof and of Agreements in identical form with
each of the other Underwriters, this Agreement shall constitute a
valid and binding contract among us.
Very truly yours,
Name of Firm:
By:
(Authorized Signator)
Address:
Confirmed as of the date set forth on page
1 of this Agreement.
BEAR, XXXXXXX & CO. INC.
Depositor and Managing Underwriter
Acting on behalf of the Depositors
and on behalf of the other several
Underwriters named in Schedule A hereto.
C/M 11939.0001 406222.1
13
