EXHIBIT 1.1
Form Of Underwriting Agreement (Iterative)
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates, Series 20[ ]-[ ]
Initial Principal
Amount
Class
Initial Pass-Through Rate
------------------------
-----
-------------------------
$[________________________] Class A-1 Certificates
[____________]%
$[________________________] Class A-2 Certificates
[____________]%
$[________________________] Class A-3 Certificates
[____________]%
$[________________________] Class A-4 Certificates
[____________]%
$[________________________] Class R Certificates
[____________]%
UNDERWRITING AGREEMENT
[_______________ ___], 20[ ]
[Underwriter Name]
[Address]
Ladies and Gentlemen:
Residential Funding
Mortgage Securities I,
Inc., a Delaware
corporation
(the "Company"),
proposes to sell to you (also referred to herein as the
"Underwriter") Mortgage Pass-Through Certificates, Series 20[ ]-[ ], Class A-1,
Class A-2, Class A-3
and Class A-4
(together with the
Class A-V and Class A-P
Certificates, the
"Class A Certificates"), Class R Certificates (together
with
the Class A Certificates, the "Certificates"), other than a de minimis
portion
of each of the Class R Certificates, having the aggregate principal
amounts and
Pass-Through Rates set
forth above. The
Certificates, together
with the Class
A-V, Class A-P, 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 each 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 series supplement (the
"Series Supplement"),
dated as of [____________] 1, 20[ ] (the "Cut-off Date"),
to the standard
terms of a pooling and servicing agreement, dated as of
[____________] 1, 20[
] (the "Standard
Terms", and together with the Series
Supplement, 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.
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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
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."
(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 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
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
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<PAGE>
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 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
anticipated to be rated in the highest category by
any Rating
Agency, 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. With respect to any class of Certificates anticipated to
be rated
in the second highest
or a lower category by
any Rating Agency,
"Approved
Offering Materials" means the 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
"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.
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<PAGE>
(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.
(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 Structure Information" shall mean, with
respect
to each
class of Certificates anticipated to be rated in the highest
category
by any Rating Agency (collectively, the "Senior 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
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<PAGE>
other
agreement that provides payments payable on any class of
the Senior
Certificates, (iii)
the terms and the provider of any surety bond,
financial
guaranty insurance policy, or other
insurance policy regarding
any class
of the Senior
Certificates not known
to the Company
when the
Approved
Offering Materials were prepared, (iv) the allocation to each
class of
Senior Certificates
of the aggregate amount of the cashflow
payable
among the Senior Certificates collectively, and (v) the
allocation
to each
class of Senior Certificates of the aggregate amount of any
Realized
Losses allocable to the Senior 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
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.
5
<PAGE>
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.
(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.
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<PAGE>
(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.
(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;
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<PAGE>
(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.
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 each 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), plus accrued interest.
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 [Counsel to Company] 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 20[ ]-[ ], Class A-1, Class A-2, Class A-3
and Class A-4 Certificates shall be made to you through
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<PAGE>
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.
9
<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 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, enti
