EXHIBIT 1.2
RESIDENTIAL ASSET SECURITIES CORPORATION
Mortgage Asset-Backed Pass-Through Certificates, Series [Deal Name]
Initial Principal Amount
Class
Initial Pass-Through Rate
$[____]
Class A-1 Certificates
[____]%
$[____]
Class A-2 Certificates
[____]%
$[____]
Class A-3 Certificates
[____]%
$[____]
Class R Certificates
[____]%
UNDERWRITING AGREEMENT (NON-ITERATIVE)
[___________] [__], 20[__]
[Underwriter]
Ladies and Gentlemen:
Residential
Asset Securities
Corporation,
a Delaware
corporation (the "Company"),
proposes to sell to
you (also referred to herein as the "Underwriter") Mortgage
Asset-Backed
Pass-Through
Certificates,
Series [Deal
Name], Class A-1, Class A-2, Class A-3, and Class R Certificates
(collectively,
the "Certificates"),
other than a
de minimis portion of the Class R Certificates,
having the aggregate
principal amounts and Pass-Through Rates set
forth above.
The
Certificates,
together with the Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2 and Class
B-3
Certificates of the same series,
will evidence the entire
beneficial
interest in the Trust Fund (as defined
in the
Pooling
and
Servicing
Agreement
referred
to below),
consisting
primarily
of a pool (the
"Pool") of
conventional,
fixed-rate,
one- to four-family
residential
first lien mortgage
loans (the "Mortgage
Loans") as
described in the Prospectus
Supplement (as
hereinafter
defined) to be sold by the Company.
A de minimis portion
of the
Class R
Certificates
will not be sold
hereunder
and
will be held by
Residential
Funding
Corporation
("Residential Funding").
The
Certificates
will be issued
pursuant to a pooling and servicing
agreement,
dated as of [________]
[__],
200[__] (the "Pooling and Servicing
Agreement"),
among the Company,
as seller,
Residential
Funding,
as
master
servicer,
and [_________],
as trustee (the
"Trustee").
The Certificates are described more fully in the
Base Prospectus and the Prospectus
Supplement
(each as hereinafter
defined),
which the Company has furnished to
you.
1.
Representations, Warranties and Covenants.
1.1
The Company represents and warrants to, and agrees with you that:
(a)
The Company has filed with the
Securities
and Exchange
Commission
(the
"Commission")
a
registration
statement
(No.
333-[_______])
on Form S-3 for the
registration
under the
Securities
Act of 1933, as
amended (the "Act"), of Mortgage Asset-Backed
Pass-Through
Certificates (issuable in series),
including
the Certificates,
which registration
statement has become effective,
and a copy of which, as amended to
the date hereof,
has heretofore
been delivered to you. The Company
proposes to file with the Commission
pursuant to Rule 424(b) under the rules and
regulations
of the
Commission
under the Act (the "1933 Act
Regulations") a prospectus
supplement (the "Prospectus
Supplement"),
to the prospectus dated [________]
[__],
200[__]
(the "Base
Prospectus"),
relating
to the
Certificates
and the method of
distribution
thereof.
Such
registration
statement
(No.
333-[________])
including
exhibits
thereto
and
any
information
incorporated
therein by reference,
as amended at the date hereof, is hereinafter called the
"Registration
Statement";
and the Base
Prospectus
and the Prospectus
Supplement
and any
information
incorporated
therein by reference,
together with any amendment thereof or supplement
thereto authorized
by the
Company
on or prior to the
Closing
Date (as
defined
herein)
for use in
connection
with the
offering of the
Certificates,
are
hereinafter
called the
"Prospectus."
Any
preliminary
form of the
Prospectus
Supplement
to be filed
pursuant to Rule 424(b) is referred to as a
"Preliminary
Prospectus
Supplement" and,
together with the Base
Prospectus,
and as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto, a
"Preliminary Prospectus."
(b)
The Registration
Statement has become effective,
and the Registration Statement as of the effective date
(the
"Effective
Date,"
as
defined
in this
paragraph),
and
the
Prospectus,
as of the
date of the
Prospectus Supplement,
complied in all material respects with the applicable
requirements of the Act and
the 1933 Act Regulations;
and the Registration
Statement,
as of the Effective Date, did not contain any
untrue
statement
of a material
fact and did not omit to state any material
fact
required to be stated
therein or
necessary
to make the
statements
therein
not
misleading;
and each
Issuer
Free
Writing
Prospectus
(as defined
herein) as of its date did not, and the Approved
Offering
Materials (as defined
herein) as of the date of the
Approved
Offering
Materials
did not and as of the Closing Date will not,
and the
Prospectus,
as of the date of the Prospectus
Supplement did not and as of the Closing Date will
not,
contain an untrue
statement
of a
material
fact and did not and will not omit to state a material
fact
necessary in order to make the statements
therein,
in the light of the
circumstances
under which
they were made,
not
misleading;
provided,
however,
that neither the Company nor
Residential
Funding
makes
any
representations
or
warranties
as to
the
information
contained
in or
omitted
from
the
Registration
Statement,
the Approved
Offering
Materials or the Prospectus or any amendment
thereof or
supplement thereto relating to the information
therein that is Excluded
Information (as defined herein);
and provided,
further,
that neither the Company nor
Residential
Funding makes any
representations
or
warranties as to either (i) any information
contained in any Underwriter
Prepared Issuer FWP (as defined
herein) or Underwriter Free Writing
Prospectus (as defined herein) except,
in each case to the extent of
(x) any
information
set forth therein that
constitutes
Pool
Information (as defined below) or (y) any
information
accurately
extracted from the Preliminary
Prospectus
Supplement or any Issuer Free Writing
Prospectus and included in any Underwriter
Prepared
Issuer FWP, or (ii) any information
contained in or
omitted from the portions of the Approved
Offering
Materials or Prospectus
identified by underlining or
other
highlighting as shown in Exhibit F (the "Underwriter
Information").
The Effective Date shall mean
the
earlier
of the date on which
the
Prospectus
Supplement
is first
used and the time of the
first
Contract of Sale (as defined herein) to which such Prospectus
Supplement
relates.
The initial effective
date of the
Registration
Statement was within three years of the Closing Date. If the third
anniversary
of the initial
effective
date occurs within six months after the Closing Date, the Company
will use best
efforts to take such action as may be necessary or appropriate
to permit the public
offering and sale of
the Certificates as contemplated
hereunder.
The Company
acknowledges
that the Underwriter
Information
constitutes
the only
information
furnished
in writing by you or on your
behalf for use in
connection
with the preparation of the
Registration
Statement,
any Preliminary
Prospectus or the Prospectus,
and
the Underwriter confirms that the Underwriter Information is
correct.
(c)
(i) "ABS
Informational and
Computational
Materials" shall have the meaning given such term in Item 1101
of Regulation AB.
(ii)
"Approved Offering Materials" means the Preliminary Prospectus.
(iii)
"Contract
of Sale"
has the same
meaning
as in Rule
159 of the 1933 Act
Regulations
and all
Commission guidance relating to Rule 159.
(iv)
"Excluded
Information" shall mean, with respect to (x) each of the
Registration
Statement,
the
Approved
Offering
Materials and the Prospectus,
the
information
identified by underlining or
other
highlighting as shown on Exhibit E, and (y) each Underwriter
Prepared Issuer FWP and each
Underwriter Free Writing Prospectus,
all information
contained therein which is restated in, or
is corrected and superseded by, the Approved Offering Materials.
(v)
"Free Writing Prospectus" shall have the meaning given such term in
Rules 405 and 433 of the 1933
Act Regulations.
(vi)
"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.
(vii)
"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.
(viii)
"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.
(ix)
"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.
(x)
"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.
(xi)
"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.
(xii)
"Underwriter Prepared Issuer FWP" shall mean any Free Writing
Prospectus prepared by or on behalf
of the Underwriter that contains any Issuer Information, including
any Free Writing Prospectus or
portion thereof
prepared by or on behalf of the Underwriter
that contains only a description of
the final terms of the Certificates or of the offering of the
Certificates.
(xiii)
"Written
Communication"
shall
have the
meaning
given
such
term in Rule 405 of the 1933 Act
Regulations.
(d)
The Company has been duly
incorporated
and is validly
existing as a corporation
in good standing under
the laws of the State of Delaware
and has the
requisite
corporate
power to own its
properties
and to
conduct its business as presently conducted by it.
(e)
The
Company was not,
as of any date on or after
which a bona fide offer (as used in Rule
164(h)(2)
of
the 1933 Act
Regulations)
of the
Certificate is made an Ineligible
Issuer,
as such term is defined in
Rule 405 of the 1933 Act
Regulations.
The Company shall comply with all applicable
laws and regulations
in connection
with the use of Free Writing
Prospectuses,
including but not limited to Rules 164 and 433
of the 1933 Act Regulations and all Commission guidance relating to
Free Writing
Prospectuses,
including
but not limited to Commission Release No. 33-8591.
(f)
This Agreement has been duly authorized, executed and delivered by
the Company.
(g)
As of the Closing Date (as defined herein) the Certificates
will conform in all material
respects to the
description
thereof contained in the Prospectus and the
representations and warranties of the Company in
the Pooling and Servicing Agreement will be true and correct in all
material respects.
1.2
Residential
Funding
represents
and
warrants
to, and agrees with you that as of the
Closing
Date the
representations
and
warranties of
Residential
Funding in the Pooling and Servicing
Agreement
will be true and
correct in all material respects.
1.3
The Underwriter represents and warrants to and agrees with the
Company and Residential Funding that:
(a)
No purpose of the
Underwriter
relating to the purchase of the Class R Certificates by the
Underwriter is
or will be to enable the Company to impede the assessment or
collection of any tax.
(b)
The
Underwriter has no present
knowledge or expectation
that it will be unable to pay any United States
taxes owed by it so long as any of the Certificates remain
outstanding.
(c)
The
Underwriter
has no present
knowledge or expectation
that it will become
insolvent or subject to a
bankruptcy proceeding for so long as any of the Certificates remain
outstanding.
(d)
No purpose of the
Underwriter
relating to any sale of any of the Class R Certificates by the
Underwriter
will be to enable it to impede the
assessment
or
collection
of tax. In this
regard,
the
Underwriter
hereby
represents
to and for the benefit of the Company and
Residential
Funding
that the
Underwriter
intends to pay taxes
associated
with
holding the Class R
Certificates
(other than with respect to the
portion of each of the Class R Certificates
retained by Residential
Funding),
as they become due, fully
understanding
that it may incur tax
liabilities
in excess of any cash
flows
generated
by the Class R
Certificates.
(e)
The Underwriter
will, in connection
with any transfer it makes of the Class R Certificates,
obtain from
its
transferee
the
affidavit
required
by
Section
5.02(f)(i)(B)(I)
of
the
Pooling
and
Servicing
Agreement,
will
not
consummate
any such
transfer
if it knows
or
believes
that any
representation
contained
in such
affidavit
is false and will
provide the
Trustee
with the
Certificate
required by
Section 5.02(f)(i)(B)(II) of the Pooling and Servicing Agreement.
(f)
The
Underwriter
hereby
certifies
that (i) with
respect
to any
classes
of
Certificates
issued
in
authorized
denominations
or
Percentage
Interests
of less than a notional
amount of
$2,000,000
or a
Percentage
Interest of 20% the fair market value of each such
Certificate sold to any person on the date
of initial sale thereof by the
Underwriter
will not be less than
$100,000 and (ii) with respect to each
class of
Certificates
to be
maintained
on the
book-entry
records
of The
Depository
Trust
Company
("DTC"),
the interest in each such class of
Certificates
sold to any person on the date of initial sale
thereof by the
Underwriter
will not be less than the minimum
denomination
indicated
for such class of
Certificates in the Prospectus Supplement.
(g)
The Underwriter will have funds available at
[____________],
in the
Underwriter's
account at such bank
at the time all
documents
are executed
and the closing of the sale of the
Certificates
is
completed,
except for the transfer of funds and the delivery of the
Certificates.
Such funds will be available
for
immediate transfer into the account of Residential Funding
maintained at such bank.
(h)
As of the
date
hereof
and as of
the
Closing
Date,
the
Underwriter
has
complied
with
all of its
obligations
hereunder and all Underwriter
Prepared
Issuer FWP and Underwriter
Information are accurate
in all material
respects
(taking into account the assumptions
explicitly set forth in such
Underwriter
Prepared
Issuer FWP,
except for any
Excluded
Information
and to the extent of (x) any errors
therein
that are caused by errors or omissions in the Pool
Information) or (y) information
accurately
extracted
from the
Preliminary
Prospectus
Supplement
or any Issuer Free Writing
Prospectus
and included in any
Underwriter
Prepared
Issuer FWP. The Underwriter
Prepared Issuer FWP delivered to the Company,
if any,
constitute
a complete
set of all
Underwriter
Prepared
Issuer FWP
furnished
to any
investor
by the
Underwriter in connection with the offering of any Certificates.
(i)
Prior to the Closing Date, the Underwriter shall notify the Company
and Residential Funding of the
earlier of (x) the date on which the Prospectus Supplement is first
used and (y) the time of the first
Contract of Sale to which such Prospectus Supplement relates.
1.4
The
Underwriter
covenants and agrees to pay directly,
or reimburse the Company or
Residential
Funding
upon
demand for (i) any and all taxes
(including
penalties
and
interest)
owed or
asserted
to be owed by the
Company or
Residential
Funding as a result of a claim by the
Internal
Revenue
Service that the transfer of the
Class R Certificates
to the
Underwriter
hereunder or any transfer
thereof by the Underwriter may be disregarded
for federal tax purposes and (ii) any and all losses,
claims,
damages and liabilities,
including attorney's fees
and expenses,
arising out of any failure of the
Underwriter to make payment or
reimbursement
in connection with
any such assertion as required in (i) above.
In addition,
the Underwriter
acknowledges
that on the Closing Date
immediately
after the transactions
described herein it will be the owner of the Class R Certificates
(other than
a de minimis portion of the Class R Certificates to be held by
Residential
Funding) for federal tax purposes,
and
the
Underwriter
covenants that it will not assert in any proceeding that the
transfer of the Class R Certificates
from the Company to the Underwriter should be disregarded for any
purpose.
2.
Purchase
and Sale.
Subject to the terms and
conditions
and in reliance
upon the
representations
and
warranties
herein set forth,
the Company
agrees to sell to you, and you agree to purchase from the Company,
the
Certificates
(other
than a de minimis
portion of the Class R
Certificates,
which shall be
transferred
by the
Company to
Residential
Funding) at a price equal to [_____]% of the aggregate
certificate
principal
balance of
the
Certificates
as of the Closing Date (as defined
herein).
There will be added to the
purchase
price of the
Certificates
an amount
equal to interest
accrued
thereon
from the
Cut-off
Date up to but not
including
the
Closing Date.
The purchase price for the
Certificates
was agreed to by the Company in reliance upon the transfer
from
the
Company
to the
Underwriter
of the tax
liabilities
associated
with
the
ownership
of the
Class R
Certificates.
3.
Delivery
and
Payment.
Delivery
of and
payment
for the
Certificates
shall be made at the
office of
[Mayer,
Brown,
Rowe ® Maw LLP]
[Orrick,
Herrington
®
Sutcliffe
LLP] at 10:00
a.m.,
New York City time,
on
[_________]
[__],
200[__] or such
later date as you shall
designate,
which date and time may be
postponed
by
agreement
between you and the
Company
(such date and time of delivery
and
payment for the
Certificates
being
herein called the "Closing
Date").
Delivery of the [Deal Name],
Class A-1, Class A-2 and Class A-3
Certificates
shall be made to you
through
the
Depository
Trust
Company
("DTC")
(such
Certificates,
the "DTC
Registered
Certificates"),
and
delivery
of the
Class R
Certificates
(the
"Definitive
Certificates")
shall
be made in
registered,
certificated
form, in each case against
payment by you of the purchase
price thereof to or upon the
order of the Company by wire
transfer
in
immediately
available
funds.
The
Definitive
Certificates
shall be
registered
in such names and in such
denominations
as you may request not less than two business days in advance
of the Closing Date. The Company
agrees to have the Definitive
Certificates
available for
inspection,
checking
and packaging by you in New York, New York not later than 9:00 a.m.
on the Closing Date.
4.
Offering by Underwriter.
4.1
It is
understood
that you propose to offer the
Certificates
for sale to the public as set forth in the
Prospectus
and you agree that all such
offers and sales by you shall be made in
compliance
with all
applicable
laws and
regulations.
Prior
to the date of the
first
Contract
of Sale
made
based on the
Approved
Offering
Materials,
you have not pledged,
sold,
disposed of or otherwise
transferred any Certificate,
Mortgage Loans or
any interest in any Certificate.
4.2
It is understood that you will solicit offers to purchase the
Certificates as follows:
(a)
Prior to the time you have
received the
Approved
Offering
Materials
you may, in
compliance
with the
provisions of this
Agreement,
solicit offers to purchase
Certificates;
provided,
that you shall not accept any
such offer to purchase a Certificate or any interest in any
Certificate
or Mortgage Loan or otherwise
enter into
any Contract of Sale for any
Certificate,
any
interest in any
Certificate
or any
Mortgage
Loan prior to your
conveyance of Approved Offering Materials to the investor.
(b)
any Written
Communication
relating to the
Certificates
made by an Underwriter
in compliance
with the
terms of this Agreement
prior to the time such
Underwriter
has entered into a Contract of Sale for
Certificates
with the recipient shall
prominently set forth the following
statements (or a
substantially
similar
statements
approved by the Company):
The information in this free writing prospectus, if conveyed prior
to the time
of your contractual commitment to purchase any of the Certificates,
supersedes
any information contained in any prior similar materials relating
to the
Certificates.
The information in this free writing prospectus is preliminary,
and is subject to completion or change.
This free writing prospectus is being
delivered to you solely to provide you with information about the
offering of
the Certificates referred to in this free writing prospectus and to
solicit an
offer to purchase the Certificates, when, as and if issued.
Any such offer to
purchase made by you will not be accepted and will not constitute a
contractual commitment by you to purchase any of the Certificates,
until we
have accepted your offer to purchase Certificates.
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.
4.3
It is
understood
that you will not enter into a Contract of Sale with any
investor
until the
Approved
Offering
Materials
have been conveyed to the investor with respect to the
Certificates
which are the subject of
such Contract of Sale.
4.4
It is
understood
that you may
prepare
and
provide
to
prospective
investors
certain
Free
Writing
Prospectuses, subject to the following conditions:
(a)
Unless
preceded or accompanied by a prospectus
satisfying the
requirements of Section 10(a) of the Act,
the
Underwriter
shall not convey or deliver any Written
Communication
to any person in connection with
the initial offering of the
Certificates,
unless such Written
Communication
(i) is made in reliance on
Rule 134 under the Act, (ii)
constitutes a prospectus
satisfying the requirements of Rule 430B under the
Act or (iii)
constitutes
a Free
Writing
Prospectus
(as defined in Section
1.1(c)
above)
consisting
solely
of
(x)
information
of
a
type
included
within
the
definition
of
ABS
Informational
and
Computational
Materials
(as defined
below),
(y)
Permitted
Additional
Materials
or (z)
information
accurately
extracted from the
Preliminary
Prospectus
Supplement or any Issuer Free Writing
Prospectus
and included in any Underwriter Prepared Issuer FWP or any
Underwriter Free Writing Prospectus.
(b)
The
Underwriter
shall comply with all applicable laws and regulations in connection
with the use of Free
Writing
Prospectuses,
including but not limited to Rules 164 and 433 of the 1933 Act
Regulations and all
Commission
guidance
relating to Free
Writing
Prospectuses,
including
but not
limited to
Commission
Release No. 33-8591.
(c)
It is understood and agreed that all information
provided by the
Underwriter to or through
Bloomberg or
Intex or similar
entities
for use by
prospective
investors,
or imbedded
in any CDI file
provided to
prospective investors,
or in any email or other electronic message provided to prospective
investors,
to
the extent
constituting a Free Writing
Prospectus,
shall be deemed for purposes of this Agreement to be
an Underwriter
Free Writing
Prospectus
and shall not be subject to the required
consent of the Company
set forth in the third sentence in Section 4.4(e). In connection
therewith,
the Underwriter
agrees that
it shall not provide any information
constituting
Issuer Information
through the foregoing media unless
(i) such
information or substantially
similar
information is contained either in an Issuer Free Writing
Prospectus
or in an
Underwriter
Prepared
Issuer FWP in compliance
with Section
4.4(e) or (ii) to the
extent such information
consists of the terms of the Certificates,
the final version of the terms of the
Certificates
or
substantially
similar
information
is
contained
either
in an
Issuer
Free
Writing
Prospectus or in an Underwriter Prepared Issuer FWP in compliance
with Section 4.4(e).
(d)
All
Free
Writing
Prospectuses
provided
to
prospective
investors,
whether
or not
filed
with
the
Commission,
shall bear a legend including the following
statement (or a substantially
similar statement
approved by the Company):
"THE
DEPOSITOR
HAS
FILED
A
REGISTRATION
STATEMENT
(INCLUDING
A
PROSPECTUS) WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE SEC) FOR
THE OFFERING TO WHICH THIS COMMUNICATION
RELATES.
BEFORE YOU INVEST,
YOU SHOULD READ THE
PROSPECTUS
IN THAT
REGISTRATION
STATEMENT
AND
OTHER DOCUMENTS THE
DEPOSITOR
HAS
FILED
WITH THE SEC FOR MORE
COMPLETE
INFORMATION
ABOUT THE DEPOSITOR
AND THE OFFERING.
YOU MAY
GET THESE
DOCUMENTS
AT NO CHARGE
BY
VISITING
EDGAR ON THE SEC WEB
SITE AT WWW.SEC.GOV.
ALTERNATIVELY, THE DEPOSITOR, ANY UNDERWRITER OR
ANY DEALER
PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE
PROSPECTUS
AT NO
CHARGE
IF
YOU
REQUEST
IT BY
CALLING
TOLL-FREE
1-8[XX-XXX-XXXX]
