EXHIBIT 1.1
RESIDENTIAL ASSET SECURITIES CORPORATION
Mortgage Asset-Backed Pass-Through Certificates, Series [Deal
Name]
Initial Principal Amount
Class
Initial Pass-Through Rate
$[____]
Class A-1 Certificates
[___]%
$[____]
Class A-2 Certificates
[___]%
$[____]
Class A-3 Certificates
[___]%
$[____]
Class R Certificates
[___]%
UNDERWRITING AGREEMENT (ITERATIVE)
[___________] [__], 20[__]
[Underwriter]
Ladies and Gentlemen:
Residential Asset
Securities
Corporation,
a Delaware
corporation (the
"Company"),
proposes to
sell to you (also referred to herein as the
"Underwriter")
Mortgage Asset-Backed
Pass-Through
Certificates, Series
[Deal
Name], Class A-1, Class A-2, Class A-3, and Class R Certificates
(collectively,
the
"Certificates"),
other than
a de minimis portion of the Class R
Certificates, having
the aggregate principal amounts and Pass-Through Rates set
forth above. The
Certificates,
together with the
Class M-1, Class M-2,
Class
M-3, Class B-1, Class B-2 and Class B-3 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
residential
first lien mortgage loans (the "Mortgage Loans") as described in the
Prospectus
Supplement (as
hereinafter
defined) to be sold by
the Company.
A de minimis
portion of the Class R Certificates will not be sold hereunder and
will be held
by Residential Funding Company, LLC ("Residential Funding").
The
Certificates
will be issued pursuant to a pooling and servicing
agreement, dated as of
[________]
[__], 200[__] (the "Pooling and Servicing
Agreement"), among the
Company, as seller, Residential Funding, as master
servicer, and
[_________],
as trustee (the
"Trustee").
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 you
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 Mortgage Asset-Backed Pass-Through Certificates
(issuable
in series), including the
<PAGE>
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
(the
"Prospectus
Supplement"), to the prospectus dated [________] [__], 200[__]
(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."
(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 at all times prior to the date
of the
Prospectus Supplement
will not, and the
Prospectus and Designated
Static
Pool Information,
taken together, 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
(except in
the case of any Issuer Free Writing Prospectus, any omission
with
respect to
information
included in the definition of Senior and
Mezzanine
Structure Information); 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
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 Underwriter Free Writing Prospectus, or (ii) any information
contained
in or omitted from the portions of the 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
2
<PAGE>
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
or the Prospectus, and
the Underwriter
confirms
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 with respect to any
class of Certificates,
collectively the following documents as most
recently provided by
the Company and
designated in writing
by the
Company as
Approved Offering Materials prior to the time of any
Contract of Sale: (i)
one or more term
sheets, providing
factual
information about
the Certificates and the structure and basic
parameters thereof
(excluding information
about the subdivision of
the senior
classes into tranches), the basic terms of the
subordination or
other credit enhancements if known, factual
information about the
Mortgage Loans (which may include parameters
or "stips" or tabular data prepared by the Company), the identity
of
and basic information
about key parties to the transaction known to
the Company, and the
tax, ERISA and SMMEA
characteristics
of the
Certificates, (ii) a term sheet supplement, containing risk factors
and additional
information of the
type to appear in the Prospectus
Supplement to the extent known, and (iii) the Base Prospectus,
which
may be provided by a weblink. Each of the items described in (i)
and
(ii) in the preceding
sentence shall constitute an Issuer Free
Writing Prospectus and
any additional
information provided
by the
Underwriter shall constitute an Underwriter Free Writing
Prospectus
or Underwriter Prepared Issuer FWP, as the case may be.
(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) "Designated
Static Pool Information" shall mean the
static pool
information
referred to in the
Prospectus
under the
caption "Static Pool Information" but deemed to be excluded from
the
Registration Statement
and Prospectus
pursuant to Item
1105(d) of
Regulation AB.
(v) "Excluded Information" shall mean, with respect to each of
the Registration
Statement and the Prospectus, the information
identified by underlining or other highlighting as shown on
Exhibit
E.
(vi) "Free Writing
Prospectus"
shall have the meaning
given
such term in Rules 405 and 433 of the 1933 Act Regulations.
(vii) "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.
(viii) "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.
3
<PAGE>
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.
(ix) "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 Underwriter to include in a Free Writing Prospectus.
(x) "Pool Information"
means with respect to any Free Writing
Prospectus, the
information
(including
any Preliminary Pool
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 the Underwriter at
the time most recent to the date of such Free Writing
Prospectus.
(xi) "Preliminary 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
the Underwriter
at the time most
recent to
the date of such
Free Writing Prospectus and designated "Preliminary
Pool Information."
(xii) "Senior and Mezzanine Structure Information" shall mean,
with respect to each
class of Certificates,
(i) the Pass-Through
Rate if a fixed rate, or the formula for determining the
Pass-Through Rate,
(ii) the terms and the provider of any yield
maintenance agreement,
swap agreement or other agreement that
provides payments
payable on any class of the Certificates, (iii)
the terms and the
provider of any surety bond, financial guaranty
insurance policy,
or other insurance
policy regarding any class of
the Certificates not known to the Company when the Approved
Offering
Materials were
prepared, (iv) the allocation to each class of
Certificates of the aggregate amount of the cashflow
payable among
the Certificates collectively, and (v) the allocation to each
class
of Certificates
of the aggregate amount of any Realized Losses
allocable to the
Certificates
collectively
in each case,
to the
extent such
information is not
contained in the Approved Offering
Materials.
(xiii) "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 the
4
<PAGE>
Underwriter, including
traditional
computational
and analytical
materials prepared by the Underwriter.
(xiv) "Underwriter
Free Writing
Prospectus"
shall mean all
Free Writing
Prospectuses
prepared
by or on behalf of the
Underwriter
other than
any Underwriter Prepared Issuer FWP,
including any Permitted Additional Materials.
(xv) "Underwriter
Prepared Issuer FWP" shall mean any Free
Writing Prospectus or
portion thereof
prepared by or on
behalf of
the Underwriter that
contains only a description of the final terms
of the Certificates or of the offering of the Certificates after
the
final terms
have been established for all classes of Senior
Certificates.
(xvi) "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
you 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) No purpose of the
Underwriter relating
to the purchase of
the
Class R
Certificates
by the Underwriter is or will be to enable the
Company to
impede the assessment or collection of any tax.
5
<PAGE>
(b) 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.
(c) 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.
(d) No purpose of the Underwriter relating to any sale of any of
the
Class R
Certificates by the Underwriter will be to enable it to impede
the
assessment
or collection of tax. In this regard, the Underwriter hereby
represents
to and for the benefit of the Company and Residential Funding
that the
Underwriter
intends to pay taxes
associated
with holding the
Class R
Certificates
(other than with
respect to the portion
of each of
the Class
R Certificates
retained by Residential Funding), as they become
due, fully
understanding
that it may incur tax
liabilities in excess
of
any cash
flows generated by the Class R Certificates.
(e) The Underwriter
will, in connection
with any transfer it makes
of the
Class R Certificates,
obtain from its
transferee
the affidavit
required
by Section 5.02(f)(i)(B)(I)
of the Pooling and Servicing
Agreement,
will not consummate any such transfer if it
knows or believes
that any
representation
contained in such affidavit is false and will
provide
the Trustee with the Certificate required by Section
5.02(f)(i)(B)(II) of the Pooling and Servicing Agreement.
(f) 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 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.
(g) The Underwriter will have funds available at [_________], 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.
(h) As of the date hereof and as of the Closing Date, the
Underwriter has
complied with all of
its obligations
hereunder and all
information contained
in any Underwriter
Free Writing
Prospectus and in
any
Underwriter
Prepared Issuer FWP as used in connection with any
Contract
of Sale and all
Underwriter
Information
are accurate in all
material
respects (taking into account the
assumptions
explicitly
set
forth in
such Underwriter
Prepared Issuer FWP or Underwriter Free Writing
Prospectus), except 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 any
Issuer Free Writing Prospectus and included
in any
Underwriter
Prepared Issuer FWP or Underwriter Free Writing
Prospectus.
6
<PAGE>
(i) 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.
(j) The Underwriter
hereby further represents and agrees that, with
respect to
the United Kingdom:
(i) it has only
communicated or caused to be communicated and
will only communicate
or cause to be
communicated an invitation or
inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act) received by
it
in connection
with the issue or sale of the Certificates in
circumstances in which
Section 21(1) of the Financial Services and
Markets Act does not apply to the Issuer; and
(ii) it has complied
and will comply with all applicable
provisions of the Financial Services and Markets Act with respect
to
anything done by it in
relation to the Certificates in, from or
otherwise involving the United Kingdom.
(k) In relation to each Member State of the European Economic Area
which has
implemented the Prospectus directive (each, a "Relevant Member
State"),
the Underwriter hereby represents and agrees that with
effect
from
and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation
Date") it
has not made and will not make an offer of Certificates to the
public
in that Relevant Member State prior to the publication of a
prospectus
in relation to the Certificates which has been approved by the
competent
authority in that
Relevant Member State or, where appropriate,
approved
in another Relevant
Member State and
notified to the
competent
authority
in that Relevant Member State, all in accordance with the
Prospectus
Directive,
except that it may,
with effect from and including
the
Relevant
Implementation Date,
make an offer of
Certificates to
the
public in
that Relevant Member State at any time:
(i) to legal entities
which are authorized or regulated to
operate in the
financial markets or, if not so authorized or
regulated, whose
corporate
purpose
is solely to invest in
securities;
(ii) to any
legal entity which has two or more of (1) an
average of at least 250 employees during the last financial year;
(2) a total balance sheet of more than (euro)43,000,000 and (3) an
annual net turnover of more than (euro)50,000,000, as shown in its
last annual or consolidated accounts; or
(iii) in any other
circumstances
which do not
require the
publication by the
Depositor of a prospectus pursuant to Article 3
of the Prospectus Directive.
7
<PAGE>
For the
purposes of this representation, the expression an "offer of
Certificates to
the public" in relation to any Certificates in any
Relevant
Member State means the communication in any form and by any
means
of
sufficient information
on the terms of the offer and the Certificates
to be
offered so as to enable an investor to decide to purchase or
subscribe
the Certificates, as the same may be varied in that Member
State
by any
measure implementing
the Prospectus Directive in that Member State
and the expression
"Prospectus
Directive" means
Directive 2003/71/EC and
includes
any relevant implementing measure in each Relevant Member
State.
1.4 The Underwriter covenants and agrees to pay directly, or
reimburse the Company
or Residential
Funding upon demand for (i) any and
all
taxes (including
penalties and interest) owed or asserted to be owed by
the
Company or Residential
Funding as a result of
a claim by the Internal Revenue
Service that
the transfer of the Class R Certificates to the Underwriter
hereunder or any transfer thereof by the Underwriter may be disregarded for
federal tax
purposes and (ii) any and all losses, claims, damages and
liabilities, including
attorney's fees and expenses, arising out of any failure
of the Underwriter to make payment or reimbursement in connection with
any such
assertion as required in (i) above. In addition, the Underwriter acknowledges
that on the Closing Date immediately after the transactions
described herein
it
will be the owner of the Class R Certificates (other than a de minimis
portion
of the Class R Certificates to be held by Residential
Funding) for federal
tax
purposes, and
the Underwriter covenants that it will not assert in any
proceeding that the transfer of the Class R Certificates from the
Company to the
Underwriter should be disregarded for any purpose.
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 you, and you agree to purchase from the Company, the
Certificates (other
than a de minimis portion of the Class R Certificates, which shall be
transferred by the Company to Residential Funding) at a price equal to
[_____]%
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. The purchase price for the
Certificates was agreed to by the Company in reliance upon the
transfer from the
Company to the Underwriter of the tax liabilities associated with the ownership
of the Class R Certificates.
3.
Delivery and Payment. Delivery of and payment for the
Certificates
shall be made at the office of [Mayer, Brown, Rowe & Maw LLP] [Orrick,
Herrington & Sutcliffe LLP] at 10:00 a.m., New York City time, on [________]
[__], 200[__] 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 [Deal Name], Class A-1, Class A-2 and Class A-3
Certificates shall be
made to you through the Depository Trust Company ("DTC")
(such Certificates,
the "DTC Registered Certificates"), and delivery of the
Class R Certificates (the "Definitive Certificates") shall be made in
registered,
certificated form,
in each case against payment by you of the
purchase price
thereof to or upon the
order of the Company by wire transfer in
immediately available funds. The Definitive Certificates shall be registered
in
such names
and in such
denominations
as you may
request not less than two
business days in advance of the Closing
8
<PAGE>
Date. The Company
agrees to have the
Definitive
Certificates
available for
inspection, checking
and packaging by you in New York, New York not later than
9:00 a.m. on the Closing Date.
4.
Offering by Underwriter.
4.1 It is understood that you propose to offer the Certificates for
sale to the public as
set forth in the
Prospectus and you
agree that all such
offers and sales by you 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,
you have not pledged, sold, disposed of or
otherwise transferred
any Certificate, Mortgage Loans or any interest in
any
Certificate.
4.2 It is understood
that you will solicit
offers to purchase
the
Certificates as follows:
(a) Prior to the time you have received the Approved Offering
Materials you may, in compliance with the provisions of this
Agreement, solicit
offers to purchase
Certificates;
provided, that you
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
your conveyance of
Approved Offering Materials to the investor.
(b) Any Written
Communication relating
to the Certificates 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
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 issuer 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 issuer and the
availability of such
Certificates
when, as and if issued by the
issuer. 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 mortgage
loans
that comprise
9
<PAGE>
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 issuer does not deliver such
Certificates, the
underwriter
will notify you, and neither the
issuer 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 issuer
nor any
underwriter
will be liable for any costs or damages whatsoever arising from or
related to such non-delivery.
(c) Any Preliminary
Pool Information shall not be provided to
prospective investors unless such Preliminary Pool Information is
accompanied by
the Approved Offering
Materials and the following statements (or substantially
similar statements approved by the Company) appear prominently
thereon:
The information set forth below, entitled "preliminary
information",
was derived from a preliminary pool of mortgage loans which is not
representative of the
mortgage loans that
will comprise the
final
mortgage loan
pool. The preliminary pool of mortgage loans
represents only a
subset of the final mortgage loan pool and
mortgage loans that
are included in the
preliminary mortgage
loan
pool may
be removed
from the final mortgage loan pool. It is
expected that the
characteristics of the
final mortgage loan
pool
will differ, and may differ materially, from the characteristics of
the preliminary
pool
of mortgage loans and the preliminary
information may differ materially from information of a similar
type
if derived
from the final mortgage loan pool. Although the
characteristics o
