EXHIBIT 1.1
FORM OF UNDERWRITING AGREEMENT (Iterative)
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
Home Equity Loan Pass-Through Certificates, Series 20[__]-[__]
Initial Principal Amount
Class
Initial Pass-Through Rate
------------------------
-----
-------------------------
$[____________]
Class I-A-1 Certificates
[_____]%
$[____________]
Class II-A-1 Certificates
[_____]%
$[____________]
Class II-A-2 Certificates
[_____]%
$[____________]
Class II-A-3 Certificates
[_____]%
$[____________]
Class II-A-4 Certificates
[_____]%
$[____________]
Class II-A-5 Certificates
[_____]%
$[____________]
Class II-A-6 Certificates
[_____]%
$[____________]
Class II-A-7 Certificates
[_____]%
$[____________]
Class III-A-1 Certificates
[_____]%
$[____________]
Class III-A-2 Certificates
[Variable Rate]
[Notional]
Class III-A-3 Certificates
[Variable Rate]
$[____________] Class III-A-4 Certificates
[_____]%
$[____________]
Class III-A-5 Certificates
[_____]%
$[____________]
Class III-A-6 Certificates
[_____]%
$[____________]
Class III-A-7 Certificates
[_____]%
$[____________]
Class III-A-8 Certificates
[_____]%
$[____________]
Class III-A-9 Certificates
[_____]%
$[____________] Class
III-A-10 Certificates
[_____]%
$[____________]
Class I-M-1
Certificates
[_____]%
$[____________]
Class I-M-2 Certificates
[_____]%
$[____________]
Class I-M-3 Certificates
[_____]%
$[____________] Class
II-M-1 Certificates
[_____]%
$[____________] Class
II-M-2 Certificates
[_____]%
$[____________] Class
II-M-3 Certificates
[_____]%
$[____________] Class
III-M-1 Certificates
[_____]%
$[____________] Class
III-M-2 Certificates
[_____]%
$[____________] Class
III-M-3 Certificates
[_____]%
$[____________]
Class R-I Certificates
[_____]%
<PAGE>
$[____________]
Class R-II Certificates
[_____]%
$[____________]
Class R-III Certificates
[_____]%
$[____________]
Class R-IV Certificates
[_____]%
$[____________]
Class R-V Certificates
[_____]%
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 Equity Loan Pass-Through Certificates, 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, Class III-M-3, Class
R-I, Class
R-II, Class R-III, Class R-IV and Class R-V Certificates
(collectively, the
"Certificates"), other
than a de minimis portion of each of
the Class R-I, Class R-II, Class R-III, Class R-IV and Class R-V
Certificates
(the "Class R
Certificates"),
having the aggregate principal amounts and
Pass-Through Rates set
forth above. The
Certificates, together
with the Class
I-A-V, Class II-A-V,
Class III-A-V, Class
I-A-P, Class II-A-P,
Class III-A-P,
Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2,
Class II-B-3,
Class III-B-1, Class
III-B-2 and Class III-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 and second 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 pooling and servicing
agreement, dated
as of [__________________] 1, 20[__] (the "Pooling and
Servicing Agreement"), among the Company, as depositor,
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:
2
<PAGE>
(a) The Company has filed with the Securities and Exchange
Commission
(the
"Commission") a registration statement (No.
333-[________]) on
Form S-3 for the registration under the Securities Act
of
1933, as amended (the "Act"), of Home Equity Loan Pass-Through
Certificates (issuable
in series),
including the Certificates, which
registration statement
has become effective, and a copy of which, as
amended to
the date hereof,
has heretofore been delivered to you. The
Company
proposes to file with the Commission pursuant to Rule 424(b)
under
the rules
and regulations of the
Commission under the
Act (the "1933 Act
Regulations") a prospectus supplement dated [_______________ ___],
20[___]
(the
"Prospectus
Supplement"), to the
prospectus dated
[_______________
___],
20[___] (the "Base
Prospectus"),
relating to the
Certificates and
the method
of distribution
thereof. Such registration statement (No.
333-[______]) including exhibits thereto and any information
incorporated
therein by
reference, as amended at the date hereof, is hereinafter called
the
"Registration
Statement"; and the
Base Prospectus and the Prospectus
Supplement
and any information incorporated therein by reference, together
with any
amendment thereof or supplement thereto authorized by the
Company
on or
prior to the Closing Date (as defined herein) for use in connection
with
the offering of the Certificates, are hereinafter called the
"Prospectus."
(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 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
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<PAGE>
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 (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 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, other
than the Class II-A-4,
Class
II-A-7, Class III-A-8 and Class III-A-10 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 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
5
<PAGE>
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 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.
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<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
(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
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
7
<PAGE>
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 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:
8
<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
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
9
<PAGE>
[_______________ ___], 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
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, Class III-M-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
10
<PAGE>
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 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
