EXHIBIT 1.2
FORM OF UNDERWRITING AGREEMENT (Non-Iterative Certificates)
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
Home Equity Loan Pass-Through Certificates, Series 20[__]-[___]
Initial Principal Amount
Pass-Through Rate
Class
------------------------
-----------------
-----
$[_____]
Adjustable Rate
Class A-1 Certificates
$[_____]
Adjustable Rate
Class A-2 Certificates
$[_____]
Adjustable Rate
Class A-3 Certificates
$[_____]
Adjustable Rate
Class A-4 Certificates
$[_____]
Adjustable Rate
Class M-1S Certificates
$[_____]
Adjustable Rate
Class M-2S Certificates
$[_____]
Adjustable Rate
Class M-3S Certificates
$[_____]
Adjustable Rate
Class M-4 Certificates
$[_____]
Adjustable Rate
Class M-5 Certificates
$[_____]
Adjustable Rate
Class M-6 Certificates
$[_____]
Adjustable Rate
Class M-7 Certificates
$[_____]
Adjustable Rate
Class M-8 Certificates
$[_____]
Adjustable Rate
Class M-9 Certificates
UNDERWRITING AGREEMENT
[_____] [__], 20[__]
[Name of Underwriter]
[Address of Underwriter]
Ladies and Gentlemen:
Residential Funding Mortgage Securities II, Inc., a Delaware
corporation
(the "Company"),
proposes to sell to you (also referred to herein as the
"Underwriter"),
the Home Equity Loan Pass-Through Certificates, Series
20[__]-[___], Class
A-1, Class A-2, Class A-3 and Class A-4 (the "Class A
Certificates"), Class
M-1S, Class M-2S, Class M-3S, Class M-4, Class M-5, Class
M-6, Class
M-7, Class M-8 and Class M-9 Certificates (the "Class M
Certificates," and together with the Class A Certificates,
the
"Certificates"),
having the aggregate
principal amounts and Pass-Through Rates set forth above.
The Certificates,
together with the Class B, Class SB, Class R-I and Class R-II
Certificates of the same series, will evidence the entire
beneficial interest in
the Trust Fund (as defined in the Pooling and Servicing Agreement referred to
below), consisting primarily of a pool (the "Pool") of
conventional,
fixed-rate
one-to-four-family
first and junior lien mortgage loans (the "Mortgage Loans")
as described in the Prospectus Supplement (as hereinafter defined)
to be sold by
the Company.
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The
Certificates
will be issued pursuant to a pooling and servicing
agreement (the "Pooling and Servicing Agreement"), dated as of [____] 1, 20[__]
(the "Cut-off Date"), among the Company, as seller, Residential
Funding Company,
LLC, a Delaware limited liability company ("Residential Funding"), as master
servicer, and [_______], as trustee and supplemental interest trust
trustee (the
"Trustee" and
"Supplemental
Interest Trust Trustee," respectively). The
Certificates are
described more fully in the Base Prospectus and the Prospectus
Supplement (each as
hereinafter
defined), which the Company has furnished
to
you.
1.
Representations, Warranties and Covenants.
1.1 The Company
represents
and warrants to, and agrees with the
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 Pass-Through Certificates
(issuable
in series),
including the Certificates, which registration
statement
has become
effective,
and a copy of which,
as amended to the
date
hereof, has heretofore been delivered to you. 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 Certificates 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
Certificates, 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 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
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<PAGE>
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 Certificates as contemplated
hereunder.
The Company acknowledges that the Underwriter Information
constitutes the only
information
furnished in writing
by you or on your
behalf for
use in connection
with the preparation of the Registration
Statement,
any Preliminary Prospectus or the Prospectus, and the
Underwriter confirms
that the Underwriter Information is correct with
respect to
the Certificates it underwrites.
(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.
(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) the
Underwriter
Prepared Issuer FWP and the 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.
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(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 Certificates 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 Underwriter
has 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 the Underwriter
pursuant to Section 4.4(c)
is limited to
information included
within the
definition
of ABS
Informational and
Computational
Materials,
(y) that constitute
Certificate 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 Mortgage
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 Release No.
33-8591 (Securities
Offering Reform) when
prepared by any Underwriter, including traditional computational
and
analytical materials prepared by the 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
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<PAGE>
thereof prepared by or
on behalf of any
Underwriter that
contains
only a description of the final terms of the Certificates or of the
offering of the Certificates.
(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
Certificate 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 Certificates
will
conform in
all material respects
to the description
thereof contained in
the
Prospectus and the
representations
and warranties of the
Company in
the
Pooling and Servicing Agreement will be true and correct in all
material
respects.
1.2 Residential
Funding represents and warrants to, and agrees with
the Underwriter that as of the Closing Date the representations and warranties
of Residential Funding
in the Pooling and Servicing Agreement will be true and
correct in all material respects.
1.3 The Underwriter
represents and
warrants to and agrees with the
Company and Residential Funding that:
(a) The 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
Certificates remain outstanding.
(b) The 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
Certificates remain outstanding.
(c) The Underwriter
hereby certifies that (i) with respect to
any
classes of
Certificates 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 Certificate sold to
any
person on
the date of initial sale thereof by the Underwriter will not be
less than
$100,000 and (ii) with respect to each class of
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<PAGE>
Certificates to be maintained on the book-entry records of The Depository
Trust
Company ("DTC"), the interest in each such class of
Certificates
sold to
any person on the date of initial sale thereof by the Underwriter
will not
be less than the minimum denomination indicated for such class
of
Certificates in the Prospectus Supplement.
(d) The Underwriter
will have funds available at U.S. Bank National
Association, in the
Underwriter's
account at such bank at the time all
documents
are executed and the closing of the sale of the Certificates is
completed,
except for the transfer of funds and the delivery of the
Certificates. 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, the
Underwriter has
complied with all of
its obligations
hereunder and all
Underwriter Prepared
Issuer FWP and Underwriter Information prepared by
the
Underwriter is accurate in all material respects (taking into account
the
assumptions explicitly
set forth in the
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 the Underwriter to any
investor
by the Underwriter in connection with the offering of any
Certificates.
(f) Prior to the Closing Date, the Underwriter shall notify the
Company
and Residential Funding of the earlier of (x) the
date on which
the
Prospectus
Supplement
is first used 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 the
Underwriter, and the
Underwriter
agrees to purchase from the
Company, all of the
Certificates
at a price
equal to 100% of the aggregate
certificate principal
balance of the
Certificates
as of the Closing Date
(as
defined herein).
There will be added to
the purchase price of the Certificates
an amount equal to interest accrued thereon from the Cut-off
Date up to but not
including the Closing Date.
3.
Delivery and Payment. Delivery of and payment for the
Certificates
shall be made at the office of [Company's counsel] at 10:00 a.m., New York
City
time, on [____] [_],
20[__] or such later
date as you shall
designate, which
date and time may be postponed by agreement between you and the Company
(such
date and time of delivery and payment for the Certificates being herein called
the "Closing Date"). Delivery of the Series 20[__]-[___],
Class A-1, Class
A-2,
Class A-3, Class A-4, Class M-1S, Class M-2S, Class M-3S, Class M-4,
Class M-5,
Class M-6, Class M-7, Class M-8 and Class M-9 Certificates
shall be made to
you
through the Depository
Trust Company ("DTC") (such Certificates, the "DTC
Registered
Certificates") against
payment by you of the purchase price thereof
to or upon the order of the Company by wire transfer in immediately available
funds.
6
<PAGE>
4.
Offering by Underwriter.
4.1 It is understood
that the Underwriter proposes to offer the
Certificates for sale
to the public
as set forth in the Prospectus and the
Underwriter agrees
that all such offers and sales by the Underwriter 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, the
Underwriter has not
pledged, sold,
disposed of or
otherwise transferred
any
Certificate, Mortgage Loans or any interest in any Certificate.
4.2 It is understood
that the Underwriter
will solicit
offers to
purchase the Certificates as follows:
(a) Prior to the time it has received the Approved Offering
Materials the
Underwriter
may, in compliance with the provisions of this
Agreement, solicit offers to purchase Certificates; provided, that it shall not
accept any
such offer to purchase a Certificate or any interest in any
Certificate or
Mortgage Loan or
otherwise enter into
any Contract of Sale for
any Certificate,
any interest in any
Certificate or any Mortgage Loan prior to
its conveyance of Approved Offering Materials to the investor.
(b) any Written
Communication relating
to the Certificates made by
the Underwriter in compliance with the terms of this Agreement
prior to the time
the Underwriter has
entered into a Contract of Sale for Certificates 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
Certificates,
supersedes any
information
contained in any prior
similar materials
relating to the Certificates. 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
Certificates
referred to in this free writing
prospectus and to
solicit an offer to
purchase the
Certificates,
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 Certificates, until we have accepted
your
offer to purchase Certificates.
The Certificates referred to in these materials are being sold
when,
as and if issued. The
issuing entity is not obligated to issue such
Certificates or
any similar security and the underwriter's
obligation to deliver such Certificates is subject to the
terms and
conditions of the underwriting agreement with the issuing entity
and
the availability of such Certificates when, as and if issued by the
issuing entity. You
are advised that the terms of the Certificates,
and the
characteristics of the mortgage loan pool backing them, may
change (due, among other things, to the possibility that
7
<PAGE>
mortgage loans
that comprise the pool may become delinquent or
defaulted or may
be removed or replaced and that similar or
different mortgage
loans may be added to
the pool, and that one or
more classes of Certificates may be split, combined or eliminated),
at any time prior to issuance or availability of a final
prospectus.
You are advised that
Certificates
may not be issued that
have the
characteristics
described in these
materials.
The underwriter's
obligation to sell such Certificates to you is conditioned on the
mortgage loans and Certificates having the characteristics
described
in these materials.
If for any reason the
issuing entity does
not
deliver such
Certificates,
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 Certificates
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 the Underwriter will not enter into a
Contract of Sale with any investor until the Approved Offering Materials have
been conveyed to the
investor with respect
to the Certificates
which are the
subject of such Contract of Sale.
4.4 It is understood that the 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, the Underwriter shall not
convey
or deliver
any Written
Communication to any person in connection with the
initial
offering of the
Certificates, 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.
(b) The 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
the
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
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<PAGE>
Underwriter Free Writing Prospectus prepared by the 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, the
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 Certificates, the final version of the terms of the
Certificates 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) prepared by the Underwriter.
(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 _______________."
The
Underwriter 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 Underwriter or the Company, as applicable (which
shall
not be
unreasonably withheld).
(e) The 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
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<PAGE>
Issuer
Information. Consent
to use of any Underwriter Prepared Issuer FWP
must be
given by the Company in written or electronic format before the
Underwriter provides
the Underwriter Prepared Issuer FWP to investors
pursuant
to the terms of this
Agreement.
Notwithstanding the
foregoing,
the
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 the 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) The 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 the
Underwriter,
to the effect that
such
accountants have performed certain specified procedures, all of
which have
been
agreed to by the Company and the 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 the Underwriter,
other than any Pool Information therein and
any
information
accurately
extracted from the Preliminary Prospectus
Supplement
