EXHIBIT 1.4
FORM OF UNDERWRITING AGREEMENT (NON-ITERATIVE)
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
Home Loan Backed Notes, Series 20[__]-[__]
Initial Note Balance
Class
Note Rate
$[___________]
Class A-1 Notes
[Adjustable Rate]
$[___________]
Class A-2 Notes
[_____]%
$[___________]
Class A-3 Notes
[_____]%
$[___________]
Class A-4 Notes
[_____]%
UNDERWRITING AGREEMENT
[__________ ___], 20[___]
[Name of Underwriter]
[Name of Underwriter]
[Address of Underwriter]
[Address of Underwriter]
Ladies and Gentlemen:
By
entering into this Underwriting Agreement (this "Agreement"),
Residential Funding
Mortgage Securities
II, Inc., a Delaware
corporation (the
"Company"), proposes
to sell to the
underwriters named in
Schedule I attached
hereto (each an "Underwriter" and, together, the "Underwriters") the
respective
amounts of Home Loan-Backed Notes, Class A-1, Class A-2, Class A-3
and Class A-4
Notes set forth
opposite their names.
The Company has
entered into an Amended
and Restated Trust
Agreement, to be dated
as of [____________
____], 20[___]
(the "Trust
Agreement"), with
[_________] (the
"Owner Trustee")
creating the
Home Loan Trust 20[__]-[__] (the "Issuer"), a statutory business trust
established under the
laws of the State of
Delaware. The Company
proposes to
direct the Owner Trustee pursuant to the Trust Agreement to
cause the Issuer to
issue Home Loan-Backed Notes, Series 20[__]-[__], Class A-1, Class A-2, Class
A-3 and Class A-4 (collectively, the "Notes") and Home Loan-Backed
Certificates,
Series 20[__]-[__]
(the "Certificates"
and, collectively with the Notes,
the
"Securities"). Only the Notes are being purchased by the
Underwriters hereunder.
The
Notes will be issued pursuant to an Indenture, dated as of
[____________
___], 20[___]
(the "Indenture"), between the Issuer and
[_________________] (the "Indenture Trustee") and will represent
indebtedness of
the Issuer. The Certificates will be issued pursuant to the Trust
Agreement. The
Securities will be
secured by assets of the Trust
which are pledged by the
Issuer to the Indenture Trustee pursuant to the Indenture and which
will consist
of: (i) a pool of fixed-rate home loans (the "Pool") secured by
second liens on
fee simple interests
in one-
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to four-family
residential
properties
(the "Home Loans") as
described in the
Prospectus Supplement (as hereinafter defined); (ii) all amounts on deposit in
the Payment Account
and (iii) any proceeds of the foregoing. In addition, an
unconditional
financial
guaranty
insurance policy
will
be issued by
[___________________]
("_____") pursuant to an insurance agreement, dated as of
[___________ ____],
20[___] (the "Insurance Agreement"), among the Issuer,
Residential Funding Company, LLC ("Residential Funding"), as seller and master
servicer, the Company,
the Indenture Trustee
and [_____], with
respect to the
Notes.
The
Company has entered into a home loan purchase agreement, dated as of
[___________ ____],
20[___] (the
"Cut-off Date") with Residential Funding,
pursuant to which Residential Funding has transferred to the
Company all of its
right, title and
interest in and to the
Home Loans as of the Cut-off Date and
the collateral
securing
each such Home Loan (the "Home Loan Purchase
Agreement").
The Home
Loans will be serviced by Residential Funding, as master
servicer
(the "Master Servicer") pursuant to the terms of a Servicing
Agreement, dated as
of [___________ ____],
20[___] (the
"Servicing
Agreement"), among the
Master
Servicer, the Issuer
and the Indenture
Trustee. The Notes are
described more
fully in the Base Prospectus and the Prospectus Supplement (each as
hereinafter
defined) which
the Company has furnished to the Underwriters. The Trust
Agreement, the
Servicing Agreement, the Home Loan Purchase Agreement, the
Indenture and the
Insurance Agreement, collectively, are referred to as the
"Agreements".
Capitalized terms
used but not
defined herein shall have the
meanings set forth in the Agreements.
1.
Representations, Warranties and Covenants.
1.1 The Company
represents and
warrants to, and agrees with each
Underwriter that:
(a) The Company has filed with the Securities and Exchange
Commission
(the "Commission") a registration statement (No. 333-[____]) on
Form S-3
for the registration under the Securities Act of 1933, as
amended
(the
"Act"), of Home Equity Loan Backed Notes (issuable in series),
including
the Notes, which
registration
statement has become
effective,
and a copy
of which, as amended
to the date hereof,
has heretofore
been
delivered
to the Underwriters. The Company proposes to file with the
Commission
pursuant to Rule
424(b) under the rules and regulations of the
Commission
under the Act (the "1933 Act Regulations") a prospectus
supplement
dated
[____________
___], 20[___]
(the
"Prospectus
Supplement"), to the
prospectus dated
[____________ ___],
20[___] (the
"Base
Prospectus"),
relating to the Notes
and the method of distribution
thereof.
Such registration statement (No. 333-[_________]) including
exhibits
thereto and any information incorporated therein by reference,
as
amended at the date hereof, is hereinafter called the "Registration
Statement"; and the
Base Prospectus and the Prospectus Supplement and any
information incorporated therein by reference, together with any
amendment
thereof or
supplement thereto authorized by the Company on or prior to the
Closing
Date (as defined
herein) for use in connection with the offering
of the
Notes, are hereinafter
called the
"Prospectus."
Any preliminary
form of
the Prospectus
Supplement to be filed
pursuant to Rule 424(b) is
referred
to as a "Preliminary
Prospectus Supplement"
and, together with
the Base
Prospectus,
and as
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amended or
supplemented if the Company shall have furnished any amendments
or
supplements thereto, a "Preliminary Prospectus."
(b) The Registration Statement has become effective, and the
Registration Statement
as of the effective date (the "Effective Date," as
defined
in this paragraph), and the Prospectus, as of the date of the
Prospectus
Supplement,
complied
in all material respects with the
applicable
requirements of the
Act and the 1933 Act Regulations; and the
Registration
Statement,
as of the Effective Date, did not contain any
untrue
statement of a material fact and did not omit to state any
material
fact
required to be stated
therein or necessary
to make the
statements
therein
not misleading and each Issuer Free Writing Prospectus (as
defined
herein) as
of its date did not, and the Approved Offering Materials (as
defined
herein) as of the date of the Approved Offering Materials did not
and as of
the Closing Date will not, and the Prospectus, as of the date
of
the
Prospectus
Supplement
did not and as of the
Closing Date will
not,
contain an
untrue statement
of a material
fact and did not and
will not
omit to
state a material fact
necessary in order to
make the
statements
therein,
in the light of the circumstances under which they were made,
not
misleading; provided,
however, that neither the Company nor
Residential
Funding
makes any
representations or
warranties
as to the information
contained
in or omitted
from the Registration Statement, the Approved
Offering
Materials
or the Prospectus or any amendment thereof or
supplement
thereto relating to the information
therein that is
Excluded
Information (as defined herein); and provided, further, that neither the
Company
nor Residential Funding makes any representations or warranties
as
to either
(i) any information contained in any Underwriter Prepared
Issuer
FWP (as defined
herein) or Underwriter Free Writing Prospectus (as defined
herein)
except, in each case to the extent of (x) any information set
forth
therein that
constitutes Pool Information (as defined below) or (y)
any
information
accurately
extracted from the Preliminary Prospectus
Supplement
or any Issuer
Free Writing Prospectus and included in any
Underwriter Prepared
Issuer FWP, or (ii) any information contained in or
omitted
from the portions of the Approved Offering Materials or
Prospectus
identified
by underlining or other highlighting as shown in Exhibit F (the
"Underwriter
Information"). The
Effective Date shall mean the earlier of
the date
on which the Prospectus Supplement is first used and the
time of
the first
Contract of Sale (as
defined herein) to
which such
Prospectus
Supplement
relates. The initial effective date of the Registration
Statement
was within three years of the Closing Date. If the third
anniversary of the
initial effective date
occurs within six months after
the
Closing Date, the Company will use best efforts to take such action
as
may be
necessary or appropriate to permit the public offering and sale of
the Notes
as contemplated
hereunder. The Company
acknowledges
that the
Underwriter
Information
constitutes the only
information
furnished in
writing by
the Underwriters or on
their behalf for use in connection with
the
preparation of the Registration Statement, any Preliminary Prospectus
or the
Prospectus, and the
Underwriters each confirm that the Underwriter
Information is correct.
(c) (i)"ABS
Informational and
Computational
Materials" shall have
the
meaning given such term in Item 1101 of Regulation AB.
(ii) "Approved
Offering Materials" means the Preliminary
Prospectus.
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(iii)
"Contract of Sale" has the same meaning as
in Rule 159
of the 1933 Act Regulations and all Commission guidance relating to
Rule 159.
(iv) "Excluded
Information" shall
mean, with respect to
(x)
each of the Registration Statement, the Approved Offering
Materials
and the Prospectus,
the information identified by underlining or
other highlighting as
shown on Exhibit E, and (y) each Underwriter
Prepared Issuer FWP and each Underwriter Free Writing Prospectus,
all information
contained therein which is restated in, or is
corrected and superseded by, the Approved Offering Materials.
(v) "Free Writing
Prospectus"
shall have the meaning
given
such term in Rules 405 and 433 of the 1933 Act Regulations.
(vi) "Issuer
Free Writing Prospectus" shall mean any Free
Writing Prospectus
prepared by or on behalf of the Company and
identified by the Company as an Issuer Free Writing Prospectus and
relating to the Notes or the offering thereof.
(vii) "Issuer
Information" shall
mean any information of the
type
specified in clauses
(1) - (5) of footnote
271 of Commission
Release No.
33-8591 (Securities Offering Reform), other than
Underwriter Derived
Information.
Consistent with such
definition,
"Issuer Information"
shall not be deemed to include any information
in a Free Writing
Prospectus
solely by reason of the Company's
review of the
materials pursuant
to Section 4.4(e) below and,
consistent with
Securities Offering
Reform Questions and
Answers,
November 30,
2005, promulgated by the staff of the Commission,
"Issuer Information"
shall not be deemed to include any information
in a Free Writing
Prospectus solely by reason that the Underwriters
have agreed not to use such Free Writing Prospectus without consent
of the Company.
(viii) "Permitted Additional Materials" shall mean information
that is not ABS Informational and Computational Materials and (x)
that are referred to in Section 4.4(c) so long as any Issuer
Information provided
by either of the Underwriters pursuant to
Section 4.4(c)
is limited to information included within the
definition of ABS
Informational and
Computational
Materials, (y)
that constitute
Note
price, yield, weighted average life,
subscription or allocation information, or a trade confirmation,
or
(z) otherwise with respect to which the Company has provided
written
consent to the
applicable Underwriter
to include in a Free Writing
Prospectus.
(ix) "Pool Information" means with respect to any Free Writing
Prospectus, the
information with respect to the characteristics of
the Home Loans and administrative and servicing fees, as provided
by
or on behalf of the Company or Residential Funding to each
applicable Underwriter
at the time most
recent to the date of such
Free Writing Prospectus.
(x) "Underwriter
Derived
Information"
shall
refer to
information of the
type described in
clause (5) of footnote 271 of
Commission
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<PAGE>
Release No. 33-8591
(Securities Offering
Reform) when prepared
by
any Underwriter,
including traditional computational and analytical
materials prepared by an Underwriter.
(xi) "Underwriter Free Writing Prospectus" shall mean all Free
Writing Prospectuses
prepared by or on behalf of any
Underwriter
other than any
Underwriter
Prepared Issuer FWP, including any
Permitted Additional Materials.
(xii) "Underwriter
Prepared Issuer FWP" shall mean any
Free
Writing Prospectus
prepared by or on behalf of any Underwriter that
contains any
Issuer Information, including any Free Writing
Prospectus or
portion thereof prepared by or on behalf of any
Underwriter that
contains only a description of the final terms of
the Notes or of the offering of the Notes.
(xiii) "Written
Communication"
shall have the meaning
given
such term in Rule 405 of the 1933 Act Regulations.
(d) The Company has been duly incorporated and is validly existing
as a
corporation in good
standing under the laws of the State of Delaware
and has
the requisite corporate power to own its properties and to
conduct
its
business as presently conducted by it.
(e) The Company
was not, as of any date on or after
which a bona
fide offer
(as used in Rule 164(h)(2) of the 1933 Act Regulations) of the
Note is
made an Ineligible
Issuer, as such term is defined in Rule 405 of
the 1933
Act Regulations.
The Company
shall comply with all
applicable
laws
and regulations in connection with the use of Free Writing
Prospectuses,
including but not
limited to Rules 164 and 433 of the 1933
Act
Regulations
and all Commission guidance relating to Free Writing
Prospectuses, including but not limited to Commission Release No.
33-8591.
(f) This Agreement has been duly authorized, executed and delivered
by the
Company.
(g) As of the Closing
Date (as defined herein) the Notes will
conform in
all material respects
to the description
thereof contained in
the
Prospectus and the
representations
and warranties of the
Company in
the Trust
Agreement will be true and correct in all material respects.
1.2 Residential
Funding represents and warrants to, and agrees with
each Underwriter that as of the Closing Date the representations and warranties
of Residential Funding
in the Home Loan Purchase Agreement and in the Servicing
Agreement will be true and correct in all material respects.
1.3 Each Underwriter
represents and warrants to and agrees with the
Company and Residential Funding that:
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(a) Such Underwriter has no present knowledge or expectation that
it
will be
unable to pay any United States taxes owed by it so long as any
of
the Notes
remain outstanding.
(b) Such Underwriter has no present knowledge or expectation that
it
will
become insolvent or subject to a bankruptcy proceeding for so long
as
any of the
Notes remain outstanding.
(c) Such Underwriter
hereby certifies that
(i) with respect to any
classes
of Notes issued in authorized denominations or Percentage
Interests
of less than a
notional amount of
$2,000,000
or a Percentage
Interest
of 20% the fair market value of each such Note sold to any
person
on the
date of initial sale thereof by such Underwriter will not be less
than
$100,000 and (ii) with respect to each class of Notes to be
maintained
on the book-entry records of The Depository Trust Company
("DTC"),
the interest in each such class of Notes sold
to any person on
the date
of initial sale thereof by such Underwriter will not be less
than
the
minimum denomination indicated for such class of Notes in the
Prospectus
Supplement.
(d) Such Underwriter will have funds available at [______________],
in such
Underwriter's
account at such bank
at the time all documents are
executed
and the closing of the sale of the Notes is completed, except
for
the
transfer of funds and
the delivery of the
Notes. Such funds will
be
available
for immediate transfer
into the account of Residential Funding
maintained
at such bank.
(e) As of the date hereof and as of the Closing Date, such
Underwriter has
complied with all of
its obligations
hereunder and all
Underwriter Prepared
Issuer FWP and Underwriter Information prepared by
such
Underwriter
are accurate in all material respects (taking into
account
the assumptions
explicitly set forth in such Underwriter Prepared
Issuer
FWP, except for any
Excluded Information
and to the extent of (x)
any
errors therein that are caused by errors or
omissions in the Pool
Information or (y) information accurately extracted from the Preliminary
Prospectus
Supplement or any
Issuer Free Writing
Prospectus and included
in any
Underwriter Prepared
Issuer FWP). The Underwriter Prepared Issuer
FWP
delivered to the Company, if any, constitute a complete set of
all
Underwriter Prepared
Issuer FWP
furnished by such Underwriter to any
investor
by such Underwriter in connection with the offering of any
Notes.
(f) Prior to the Closing Date, each Underwriter shall notify the
Company
and Residential Funding of the earlier of (x) the
date on which
the
Prospectus Supplement
is first used by such
Underwriter and (y)
the
time of
the first Contract
of Sale to which such
Prospectus
Supplement
relates.
2.
Purchase and Sale.
Subject to the terms and conditions and in reliance
upon the
representations and warranties herein set forth, the Company agrees
to
sell to each
Underwriter,
and each Underwriter agrees, severally and not
jointly, to purchase from the Company, the Notes set forth opposite its
name in
Schedule I hereto, at
a price equal to
[_____]% of the aggregate principal
balance of the Notes as of the Closing Date (as defined
herein). There will be
added to the purchase
price of the Notes
(other than the Class A-1 Notes) an
amount equal to
interest accrued
thereon from the Cut-off Date up to but
not
including the Closing Date.
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3.
Delivery and
Payment. Delivery of and payment for the
Notes shall be
made at the office of [Issuer's Counsel] at 10:00 a.m.,
New York City time,
on
[____________ ___],
20[___] or such later date as the Underwriters shall
designate, which
date and time
may be postponed by agreement between the
Underwriters and the Company (such date and time of delivery and
payment for the
Notes being
herein called the "Closing Date"). Delivery of the Series
20[__]-[__], Class
A-1, Class A-2, Class
A-3 and Class A-4 Notes shall be made
to the Underwriters
through The Depository
Trust Company (such Notes, the "DTC
Registered Notes")
against payment by each Underwriter of the purchase
price
thereof to or upon the order of the Company by wire transfer in immediately
available funds.
4.
Offering by Underwriters.
4.1 It is understood
that the Underwriters propose to offer the
Notes for sale to the public as set forth in the Prospectus and
each Underwriter
agrees that all such
offers and sales shall be made in compliance with all
applicable laws and regulations. Prior to the date of the first
Contract of Sale
made based on the Approved Offering Materials, no Underwriter has
pledged, sold,
disposed of or otherwise transferred any Note, Home Loans or any
interest in any
Note.
4.2 It is understood
that each Underwriter
will solicit offers
to
purchase the Notes as follows:
(a) Prior to the time it has received the Approved Offering
Materials
such Underwriter may,
in compliance with the provisions of this
Agreement,
solicit offers to
purchase Notes; provided, that it shall not
accept any
such offer to purchase
a Note or any interest
in any Note or
Home Loan
or otherwise enter
into any Contract of Sale for any Note, any
interest
in any Note or any Home Loan prior to its conveyance of Approved
Offering
Materials to the investor.
(b) any Written
Communication
relating to the Notes made by an
Underwriter in
compliance with the
terms of this
Agreement prior to
the
time such
Underwriter
has entered into a
Contract of Sale for Notes with
the
recipient shall
prominently set forth the following statements (or a
substantially similar statements approved by the Company):
The information in this free writing prospectus, if conveyed
prior to the time of your contractual commitment to purchase
any of the Notes,
supersedes any information contained in any
prior similar materials relating to the Notes. The information
in this free writing prospectus is preliminary, and is subject
to completion or change. This free writing prospectus is being
delivered to you solely to provide you with information
about
the offering of the
Notes referred
to in this free
writing
prospectus and to
solicit an offer to purchase the Notes,
when, as and if issued. Any such offer to purchase made by you
will not be accepted
and will not
constitute a
contractual
commitment by you to purchase any of the Notes, until we have
accepted your offer to purchase Notes.
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The Notes referred to in these materials are being sold when,
as and if issued. The issuing entity is not obligated to issue
such Notes
or any similar security and the underwriter's
obligation to deliver
such Notes is subject
to the terms and
conditions of the
underwriting
agreement with the issuing
entity and the
availability
of such Notes
when, as and if
issued by the issuing
entity. You are
advised that the terms
of the Notes, and the
characteristics
of the home loan
pool
backing them,
may change (due,
among other
things, to the
possibility that home
loans that comprise the pool may become
delinquent or defaulted or may be removed or replaced and that
similar or different
home loans may be added to the pool, and
that one or more
classes of Notes may be split, combined or
eliminated), at any
time prior to issuance or availability of
a final prospectus.
You are advised that Notes may not be
issued that
have the characteristics described in these
materials. The
underwriter's obligation to sell such Notes to
you is conditioned
on the home
loans and Notes
having the
characteristics
described in
these materials. If for any
reason the issuing
entity does not
deliver such Notes,
the
underwriter will
notify you, and
neither the issuing
entity
nor any underwriter will have any obligation to you to deliver
all or any portion of
the Notes which you have committed to
purchase, and none of
the issuing entity nor any underwriter
will be liable for any
costs or damages
whatsoever
arising
from or related to such non-delivery.
4.3 It is understood that no Underwriter will enter into a Contract
of Sale with any
investor until the Approved Offering Materials have been
conveyed to the investor with respect to the Notes which are the
subject of such
Contract of Sale.
4.4 It is understood
that each Underwriter
may prepare and provide
to prospective
investors certain Free Writing Prospectuses, subject to the
following conditions:
(a) Unless preceded or
accompanied by a
prospectus satisfying
the
requirements of
Section 10(a) of the Act, no Underwriter shall convey or
deliver
any Written
Communication to any
person in connection
with the
initial
offering of the Notes,
unless such Written
Communication (i)
is
made in
reliance on Rule 134 under the Act, (ii) constitutes a prospectus
satisfying
the requirements of Rule 430B under the Act or (iii)
constitutes a Free Writing Prospectus (as defined in Section 1.1(c)
above)
consisting
solely of (x) information of a type included within the
definition
of ABS Informational
and Computational
Materials (as
defined
below),
(y) Permitted Additional Materials or (z) information
accurately
extracted
from the Preliminary
Prospectus
Supplement or any
Issuer Free
Writing
Prospectus and included in any Underwriter Prepared Issuer FWP or
any
Underwriter Free Writing Prospectus.
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(b) Each Underwriter
shall comply with all applicable laws and
regulations in
connection
with the use of Free Writing Prospectuses,
including
but not limited to Rules 164 and 433 of the 1933 Act
Regulations
and
all Commission guidance relating to Free Writing Prospectuses,
including
but not limited to Commission Release No. 33-8591.
(c) It is understood and agreed that all information provided by an
Underwriter to or through Bloomberg or Intex or similar
entities for use
by
prospective
investors,
or imbedded in any CDI file provided to
prospective investors,
or in any email or other electronic message
provided
to prospective investors, to the extent constituting a Free
Writing
Prospectus,
shall be deemed for
purposes of this Agreement to be
an
Underwriter Free
Writing Prospectus
prepared by such
Underwriter and
shall not
be subject to the
required consent of
the Company set forth in
the third
sentence in Section 4.4(e). In connection therewith, such
Underwriter agrees that it shall not provide any information
constituting
Issuer
Information through the foregoing media unless (i) such
information
or
substantially similar information is contained either in an Issuer
Free
Writing
Prospectus or in an Underwriter Prepared Issuer FWP in
compliance
with
Section 4.4(e) or (ii) to the extent such information consists of
the
terms of
the Notes,
the final version of the terms of the Notes or
substantially similar
information is
contained either in an
Issuer Free
Writing
Prospectus or in an Underwriter Prepared Issuer FWP in
compliance
with
Section 4.4(e).
(d) All Free Writing Prospectuses provided to prospective
investors,
whether or
not filed with the
Commission, shall bear
a legend including
the
following statement (or a substantially similar statement approved by
the
Company):
"THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A
PROSPECTUS) WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE
SEC) FOR THE OFFERING
TO WHICH THIS
COMMUNICATION
RELATES.
BEFORE YOU INVEST,
YOU SHOULD
READ THE PROSPECTUS IN THAT
REGISTRATION STATEMENT
AND OTHER DOCUMENTS
THE DEPOSITOR HAS
FILED WITH THE SEC FOR
MORE COMPLETE
INFORMATION
ABOUT THE
DEPOSITOR AND THE OFFERING. YOU MAY GET THESE DOCUMENTS AT
NO
CHARGE BY VISITING
EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV.
ALTERNATIVELY, THE
DEPOSITOR, ANY
UNDERWRITER OR ANY
DEALER
PARTICIPATING IN THE
OFFERING WILL ARRANGE TO SEND YOU THE
PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY CALLING TOLL-FREE
1-8[XX-XXX-XXXX] OR VIA EMAIL AT ______________."
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Each of
the Underwriters
and the Company shall
have the right to request
additional
specific legends or notations to appear on any Free Writing
Prospectus
and shall have the right to require changes regarding the use
of
terminology
and the right to determine the types of information
appearing
therein with the approval of the Underwriters or the Company,
as
applicable
(which shall not be unreasonably withheld).
(e) Each Underwriter
shall deliver to the Company and its
counsel
(in such
format as reasonably required by the Company), prior to the
proposed
date of first use
thereof, (unless such
timing requirement
is
waived by
the Company), any
Underwriter
Prepared Issuer FWP
(as defined
above).
To facilitate filing to the extent required by Section 5.10 or
5.11, as
applicable, all
Underwriter
Derived Information shall be set
forth in a
document separate
from any Underwriter Prepared Issuer FWP
including
Issuer Information.
Consent to use of any Underwriter Prepared
Issuer FWP
must be given by the
Company in written or
electronic format
before an
Underwriter
provides the
Underwriter
Prepared Issuer FWP to
investors
pursuant to the terms
of this Agreement.
Notwithstanding
the
foregoing,
each Underwriter shall not be required to deliver or obtain
consent to
use an Underwriter
Prepared Issuer FWP to the extent that
it
does not
contain substantive
changes from or additions to any Underwriter
Prepared
Issuer FWP previously
approved by the Company. In the event that
an
Underwriter uses any Underwriter Prepared Issuer FWP without
complying
with the
foregoing
requirements, that
Underwriter
Prepared Issuer FWP
shall be
deemed to be an Underwriter Free Writing Prospectus for purposes
of Section 7.1
and 7.2.
(f) Each Underwriter
shall provide the Company with a letter
from
[_______________],
certified public
accountants,
prior to the
Closing
Date,
satisfactory
in form and
substance to the Company, Residential
Funding
and their respective counsels and each Underwriter, to the effect
that such
accountants have performed certain specified procedures,
all of
which have
been agreed to by the Company and each Underwriter, as a result
of which
they determined that certain information of an accounting,
financial
or statistical nature that is included in any Underwriter
Prepared
Issuer FWP
prepared by that Underwriter, other than any Pool
Information therein
and any information
accurately
extracted from the
Preliminary Prospectus
Supplement or any
Issuer Free Writing
Prospectus
and
included in such
Underwriter Prepared
Issuer FWP, is accurate except
as to such
matters that are not
deemed by the Company and the applicable
Underwriter to be material. The foregoing letter shall be at the expense
of the
applicable Underwriter.
(g) None of the
information in any
Free Writing Prospectus may
conflict
with the information then contained in the Registration
Statement
or any
prospectus or prospectus supplement that is a part thereof.
(h) The Company
shall
