EXHIBIT 1.2
RESIDENTIAL ACCREDIT LOANS, INC.
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
[____]%
FORM OF UNDERWRITING AGREEMENT (CERTIFICATES/NON-ITERATIVE)
[___________] [__], 20[__]
[Underwriter]
Ladies and Gentlemen:
Residential Accredit
Loans, Inc., 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 Certificates, which registration
statement
has become
effective,
and a copy of which,
as
<PAGE>
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."
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
and the
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; 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
2
<PAGE>
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.
(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) "Designated
Static Pool Information" shall mean the
static pool
information
referred to in the
Prospectus
under the
caption "Description
of the Mortgage Pool 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
(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.
(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.
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.
3
<PAGE>
(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 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) "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 Underwriter, including traditional computational
and
analytical materials prepared by the Underwriter.
(xii) "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.
(xiii) "Underwriter
Prepared Issuer FWP"
shall mean any Free
Writing
Prospectus prepared by
or on behalf of the Underwriter that
contains any
Issuer Information, including 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.
(xiv) "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.
4
<PAGE>
(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.
(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.
5
<PAGE>
(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
Underwriter Prepared
Issuer FWP and Underwriter Information 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,
constitutes a
complete set of all Underwriter Prepared Issuer FWP
furnished
to any investor by the Underwriter in connection with the
offering
of any Certificates.
(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.
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]
6
<PAGE>
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
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.
7
<PAGE>
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 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 the
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 the
underwriter will be
liable for any
costs
or damages
whatsoever
arising from or
related to such non-delivery.
4.3 It is understood that you 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 you 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.
8
<PAGE>
(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
Underwriter
Free Writing
Prospectus
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).
(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
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COMMUNICATION RELATES.
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YOU SHOULD
READ THE PROSPECTUS IN THAT
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INFORMATION
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THE
DEPOSITOR AND THE
OFFERING. YOU MAY GET
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