EXHIBIT 1.3
FORM OF UNDERWRITING AGREEMENT (Iterative Notes)
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
Home Loan-Backed Notes, Series 20[__]-[__]
Initial Note Balance
Class
Note Rate
--------------------
-----
---------
$[____________]
Class I-A-1 Notes
[_____]%
$[____________]
Class II-A-1 Notes
[_____]%
$[____________]
Class II-A-2 Notes
[_____]%
$[____________]
Class II-A-3 Notes
[_____]%
$[____________]
Class II-A-4 Notes
[_____]%
$[____________]
Class II-A-5 Notes
[_____]%
$[____________]
Class II-A-6 Notes
[_____]%
$[____________]
Class II-A-7 Notes
[_____]%
$[____________]
Class III-A-1 Notes
[_____]%
$[____________]
Class III-A-2 Notes
[Variable Rate]
[Notional]
Class III-A-3 Notes
[Variable Rate]
$[____________]
Class III-A-4 Notes
[_____]%
$[____________]
Class III-A-5 Notes
[_____]%
$[____________]
Class III-A-6 Notes
[_____]%
$[____________]
Class III-A-7 Notes
[_____]%
$[____________]
Class III-A-8 Notes
[_____]%
$[____________]
Class III-A-9 Notes
[_____]%
$[____________]
Class III-A-10 Notes
[_____]%
$[____________]
Class I-M-1 Notes
[_____]%
$[____________]
Class I-M-2 Notes
[_____]%
$[____________]
Class I-M-3 Notes
[_____]%
$[____________]
Class II-M-1 Notes
[_____]%
$[____________]
Class II-M-2 Notes
[_____]%
$[____________]
Class II-M-3 Notes
[_____]%
$[____________]
Class III-M-1 Notes
[_____]%
$[____________]
Class III-M-2 Notes
[_____]%
$[____________]
Class III-M-3 Notes
[_____]%
UNDERWRITING AGREEMENT
[_______________ ___], 20[___]
[Name of Underwriter,]
[as representative of the Underwriters, "Representative"]
[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") Home Loan-Backed Notes, Series 20[__]-[__], Class I-A-1, Class
II-A-1, Class II-A-2,
Class II-A-3,
Class II-A-4, Class
II-A-5, Class II-A-6,
Class II-A-7, Class III-A-1, Class III-A-2, Class III-A-3,
Class III-A-4, Class
III-A-5, Class
III-A-6, Class
III-A-7, Class
III-A-8, Class III-A-9, Class
III-A-10, Class I-M-1,
Class I-M-2, Class
I-M-3, Class II-M-1,
Class II-M-2,
Class II-M-3, Class III-M-1, Class III-M-2 and
<PAGE>
Class III-M-3 Notes (collectively, the "Notes"). The Company has
entered into an
Amended and Restated Trust Agreement, to be dated as of [____________ ____],
20[___] (the "Trust Agreement"), with [_________] (the "Owner
Trustee") creating
the Home Loan Trust
20[__]-[__] (the
"Issuer"),
a statutory
business trust
established under the laws of the State of Delaware. The Collateral referred to
in the Indenture (as defined below) consists primarily of a pool
(the "Pool") of
conventional,
fixed-rate, one- to four-family residential first and second
lien
mortgage loans (the "Mortgage Loans") as described in the
Prospectus
Supplement
(as hereinafter defined) to be sold by the Company.
The
Notes will be issued pursuant to an indenture, dated as of
[_______________] 1,
20[__] (the "Cut-off Date"), (the "Indenture"), among the
Issuer and [__________________], as indenture trustee (the
"Indenture Trustee").
The Notes are described more fully in the Base
Prospectus
and the Prospectus
Supplement (each as
hereinafter
defined), which the Company has furnished
to
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 Asset-Backed Notes (issuable in
series),
including the Notes, which registration statement has become
effective,
and a copy of
which, as amended to the date hereof, has
heretofore
been delivered to 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 Notes
and the method of distribution
thereof.
Such registration statement (No. 333-[______]) including
exhibits
thereto
and any information
incorporated therein by reference, as amended
at the
date hereof, is hereinafter called the "Registration Statement";
and the
Base Prospectus and the Prospectus Supplement and any information
incorporated therein by reference, together with any amendment
thereof or
supplement
thereto authorized by the Company on or prior to the
Closing
Date (as
defined herein) for
use in connection
with the offering of
the
Notes, are
hereinafter called the "Prospectus."
(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
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<PAGE>
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 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 Notes 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 Notes
anticipated to be
rated in the highest
category by
any Rating
Agency
(as defined in the Pooling and Servicing
Agreement),
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 Notes 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 Notes, (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.
3
<PAGE>
With respect to any
class of Notes, other
than the Class
II-A-4,
Class II-A-7, Class III-A-8 and Class III-A-10 Notes, 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.
(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 Notes 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
Note
price, yield,
weighted average life, subscription or allocation
information, or a trade confirmation, or (z) otherwise with respect
to which the Company has provided written consent to the
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
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<PAGE>
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 Notes,
(i) the Note Rate if a
fixed
rate, or the formula for determining the Note 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 Notes, (iii) the
terms and the provider
of any surety bond,
financial guaranty
insurance policy, or other insurance policy
regarding any class of
the Notes not known to the Company when the
Approved Offering
Materials were
prepared, (iv) the
allocation to
each class of Notes of the aggregate amount of the cashflow payable
among the Notes
collectively, and (v)
the allocation to each class
of Notes of the aggregate amount of any Realized Losses allocable
to
the Notes 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 Notes or of the
offering of the Notes
after the final terms
have been established for all classes of Senior Notes.
(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.
5
<PAGE>
(e) The Company
was not, as of any date on or after
which a bona
fide offer
(as used in Rule 164(h)(2) of the 1933 Act Regulations) of the
Note is
made an Ineligible
Issuer, as such term is defined in Rule 405 of
the 1933
Act Regulations.
The Company
shall comply with all
applicable
laws
and regulations in connection with the use of Free Writing
Prospectuses,
including but not
limited to Rules 164 and 433 of the 1933
Act
Regulations
and all Commission guidance relating to Free Writing
Prospectuses, including but not limited to Commission Release No.
33-8591.
(f) This Agreement has been duly authorized, executed and delivered
by the
Company.
(g) As of the Closing
Date (as defined herein) the Notes will
conform in
all material respects
to the description
thereof contained in
the
Prospectus and the
representations
and warranties of the
Company in
the
Indenture 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 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) [Reserved.]
(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 Notes
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
Notes remain outstanding.
(d) [Reserved.]
(e) [Reserved.]
(f) The Underwriter
hereby certifies that (i) with respect to
any
classes
of Notes issued in authorized denominations or Percentage
Interests
(as defined in the Pooling and Servicing Agreement) of less
than
a notional
amount of $2,000,000
or a Percentage
Interest of 20% the fair
market
value of each such
Note sold to any
person on the date of initial
sale
thereof by the
Underwriter will not
be less than $100,000
and (ii)
with
respect to each class
of Notes to be
maintained on the
book-entry
records of
The Depository Trust Company ("DTC"), the interest in each such
class of
Notes sold to any person on the date of initial sale thereof by
the
Underwriter will not be less than the minimum denomination indicated
for such
class of Notes 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 Notes
is
completed,
except for
6
<PAGE>
the
transfer of funds and
the delivery of the
Notes. Such funds will
be
available
for immediate transfer
into the account of Residential Funding
maintained
at such bank.
(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 Notes 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
Notes 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 Notes to the public
in that
Relevant Member State
prior to the publication of a prospectus in
relation
to the Notes 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 Notes to the public in that
Relevant
Member
State at any time:
7
<PAGE>
(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.
For the purposes of this representation, the expression an "offer of Notes
to
the public" in
relation to any Notes
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 Notes to be offered so as to enable an
investor to
decide to purchase or
subscribe the Notes, 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 [Reserved.]
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 Notes at a price
equal to [_____]%
of the aggregate principal balance of the Notes as of the
Closing Date (as defined herein), plus accrued interest.
There will be added
to
the purchase price of the Notes 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
Notes 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 Notes being herein called the
"Closing Date").
Delivery of the 20[__]-[__], Class I-A-1, Class II-A-1,
Class
II-A-2, Class II-A-3,
Class II-A-4,
Class II-A-5, Class
II-A-6, Class II-A-7,
Class III-A-1, Class III-A-2, Class III-A-3, Class III-A-4, Class
III-A-5, Class
III-A-6, Class
III-A-7, Class
III-A-8, Class
III-A-9, Class
III-A-10, Class
I-M-1, Class I-M-2, Class I-M-3, Class II-M-1, Class II-M-2, Class
II-M-3, Class
III-M-1, Class III-M-2
and Class III-M-3 Notes shall be made to you through the
Depository Trust Company ("DTC") (such Notes, the "DTC Registered
Notes").
4.
Offering by Underwriter.
4.1 It is understood that you propose to offer the Notes 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 Note, Mortgage Loans or any interest in
any Note.
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<PAGE>
4.2 It is understood
that you will solicit
offers to purchase
the
Notes 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 Notes; provided, that you shall not accept any
such offer
to purchase a Note or any interest in any Note or Mortgage Loan
or
otherwise enter into any Contract of Sale for any Note, any
interest in
any
Note or any
Mortgage Loan prior to your conveyance of Approved
Offering
Materials to the investor.
(b) Any Written
Communication
relating to the Notes made by an
Underwriter in compliance with the terms of this
Agreement prior to the
time such
Underwriter
has entered into a
Contract of Sale for Notes with
the
recipient shall
prominently set forth the following statements (or a
substantially similar statements approved by the Company):
The information in this free writing prospectus, if conveyed prior
to the time of your
contractual commitment
to purchase any of
the
Notes, supersedes
any information contained in any prior similar
materials relating
to the Notes. The information in this free
writing prospectus is
preliminary, and is
subject to completion or
change. This free
writing prospectus is being delivered to you
solely to provide you
with information
about the offering of the
Notes
referred to in this free writing prospectus and to solicit an
offer to purchase the Notes, when, as and if issued. Any such
offer
to purchase made by you will not be accepted and will not
constitute
a contractual
commitment by you to purchase any of the Notes, until
we have accepted your offer to purchase Notes.
The Notes referred to in these materials are being sold when, as
and
if issued. The issuer
is not obligated
to issue such Notes or
any
similar security and
the underwriter's
obligation to deliver
such
Notes is subject to
the terms and
conditions of the
underwriting
agreement with the issuer and the availability of such Notes when,
as and if issued by the issuer. You are advised that the terms of
the Notes, 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 Notes may be split, combined or eliminated),
at any
time prior to issuance or availability of a final
prospectus.
You
are advised
that
Notes
may not be issued that have the
characteristics
described in these
materials.
The underwriter's
obligation to sell such Notes to you is conditioned on the mortgage
loans and Notes having the characteristics described in these
materials. If for any reason the issuer does not deliver such
Notes,
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 Notes which you have committed to purchase,
9
<PAGE>
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 of the
final mortgage loan
pool are expected to be
within the parameters for the mortgage loan characteristics as set
forth in the tables
entitled ["collateral
stipulations -
mortgage
pool characteristics"]
[accompanying Approved
Offering Materials],
they are not expected
to conform in all
material respects to the
characteristics of the
preliminary
mortgage loan pool.
You should
refer to the parameters for the mortgage loan characteristics in
the
tables entitled
["collateral
stipulations
- mortgage pool
characteristics"] in the accompanying [Approved Offering
Materials].
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 Notes 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
no
