Common use of Offering by Underwriter Clause in Contracts

Offering by Underwriter. 4.1 It is understood that the Underwriter propose to offer and/or solicit offers for the Certificates to be purchased by them for sale to the public as set forth in the Prospectus and the Underwriter agrees that all such offers, solicitations and sales by them 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 Definitive Free Writing Prospectus, you have not sold any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. 4.2 It is understood that the Underwriter will solicit offers to purchase the Certificates as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus 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 the investor's receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used 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 shall prominently set forth the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. 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. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriter. 4.1 (a) It is understood that the each Underwriter propose proposes to offer and/or solicit offers for the Certificates to be purchased by them it for sale to the public as set forth in the Prospectus and the each Underwriter agrees that all such offers, solicitations and sales by them it 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 Definitive Free Writing Prospectushereof, you have not sold offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. 4.2 (b) It is understood that the each Underwriter will solicit offers to purchase the Certificates as follows: (a1) Prior to the time you have received the Definitive Free Writing Prospectus 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 the investor's receipt of the Definitive Free Writing Prospectus. (b2) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used 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 shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. 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. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriter. 4.1 It is understood that the Underwriter propose to offer and/or solicit offers for the Certificates Notes subject to be purchased by them this Agreement for sale to the public as set forth in the Prospectus and the Underwriter agrees that all such offers, solicitations and sales by them 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 Definitive Free Writing Prospectus, you have not sold any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. 4.2 (a) It is understood that the Underwriter will solicit offers to purchase the Certificates Notes as follows: (ai) Prior to the time you have the Underwriter has received the Definitive Free Writing Prospectus you Approved Offering Materials, the Underwriter may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesNotes; provided, that you the Underwriter shall not accept any such offer to purchase a Certificate Note or any interest in any Certificate Note or Mortgage Loan or otherwise enter into any Contract of Sale for any CertificateNote, any interest in any Certificate Note or any Mortgage Loan prior to the investor's ’s receipt of the Definitive Free Writing ProspectusApproved Offering Materials. (b) Any Free Writing Prospectus (other than It is understood that the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered will not enter into a Contract of Sale with any investor until the investor has received the Approved Offering Materials with respect to the Notes of such investor which are the subject of such Contract of Sale. For purposes of this Agreement, Contract of Sale has the same meaning as in Rule 159 of the Rules and Regulations and all Commission guidance relating to Rule 159, including without limitation the Commission’s statement in Securities Act Release No. 33-8501 that “a contract of sale can occur under the federal securities laws before there is a bilateral contract under state law, for Certificates shall prominently set forth the following statement: The information in this free writing prospectus is preliminary, and will example when a purchaser has taken all actions necessary to be superseded bound but a seller’s obligations remain conditional under state law.” Each Contract of Sale for a Note entered into by the Definitive Free Writing Prospectus. This free Underwriter shall expressly provide in writing prospectus that the Depositor is being delivered not obligated to you solely to provide you with information about issue such Note or any similar security and that the offering obligation of the Certificates referred Underwriter to in deliver such Note is subject to the terms and conditions of this free writing prospectus Agreement and to solicit an offer to purchase the Certificates, availability of such Note when, as and if issued. Any such offer issued by the Depositor. (c) It is understood that the Underwriter may provide to purchase made prospective investors certain Issuer Free Writing Prospectuses and prepare and provide to prospective investors Underwriter Free Writing Prospectuses (as defined below), subject to the following conditions: (i) Unless preceded or accompanied by you will not be accepted and will not constitute a contractual commitment by you to purchase any prospectus satisfying the requirements of Section 10(a) of the Certificates until we have accepted your offer Act, the Underwriter shall not convey or deliver any written communication to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any person in connection with the initial offering of the Certificates until after you have received Notes, unless such written communication (i) is made in reliance on Rule 134 under the Definitive Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Act or (iii) constitutes a Free Writing Prospectus (as defined below). (ii) 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 Rules and Regulations and all Commission guidance relating to Free Writing Prospectuses, including but not limited to Commission Release No. 33-8591. (iii) For purposes hereof, “Free Writing Prospectus” shall have the meaning given such term in Rules 405 and 433 of the Rules and Regulations. You may withdraw your offer For purposes hereof, “Issuer Free Writing Prospectus” shall have the meaning given such term in Rule 433(h) of the Rules and Regulations, and “Underwriter Free Writing Prospectus” shall mean all Free Writing Prospectuses other than Issuer Free Writing Prospectuses. “Issuer Information” shall have the meaning given such term in Rule 433 (h) of the 1933 Act Regulations, including the information specified in footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) and “Derived Information” shall refer to purchase Certificates at information of the type described in clause (5) of such footnote 271 when prepared by the Underwriter. Consistent with such definition, “Issuer Information” shall not be deemed to include any time prior information in a Free Writing Prospectus solely by reason of the Depositor’s review of the materials pursuant to our acceptance subsection (d) below. For purposes hereof, “ABS Informational and Computational materials” shall have the meaning given such term in Item 1101 of your offerRegulation AB.

Offering by Underwriter. 4.1 It is understood that the Underwriter you propose to offer and/or solicit offers for the Certificates to be purchased by them Notes for sale to the public as set forth in the Prospectus and the Underwriter agrees you agree that all such offers, solicitations offers and sales by them you shall be made in compliance with all applicable laws and regulations. Prior to the date of the first contract Contract of sale Sale made based on the Definitive Free Writing ProspectusApproved Offering Materials, you have not sold pledged, sold, disposed of or otherwise transferred any Certificate Note, Mortgage Loans or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanNote. 4.2 It is understood that the Underwriter you will solicit offers to purchase the Certificates Notes as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus Approved Offering Materials you may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesNotes; provided, that you shall not accept any such offer to purchase a Certificate Note or any interest in any Certificate Note or Mortgage Loan or otherwise enter into any Contract of Sale for any CertificateNote, any interest in any Certificate Note or any Mortgage Loan prior to your conveyance of Approved Offering Materials to the investor's receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) any Written Communication relating to the Certificates used 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 Certificates Notes shall prominently set forth the following statement: 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 will be superseded by the Definitive Free Writing Prospectusis 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 Notes referred to in this free writing prospectus and to solicit an offer to purchase the CertificatesNotes, 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 Notes, until we have accepted your offer to purchase CertificatesNotes. We will The Notes referred to in these materials are being sold when, as and if issued. The issuer is not accept obligated to issue such Notes or any offer 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 you to purchase Certificatesthe issuer. You are advised that the terms of the Notes, and you will not have any contractual commitment to purchase any the characteristics of the Certificates until after you have received mortgage loan pool backing them, may change (due, among other things, to the Definitive Free Writing Prospectus. You possibility that mortgage loans that comprise the pool may withdraw your offer become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to purchase Certificates the pool, and that one or more classes of Notes may be split, combined or eliminated), at any time prior to our acceptance issuance or availability of your offera 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, 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 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 not convey or deliver any Written Communication to any person in connection with the initial offering of the Notes, 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 any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or 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, to the extent constituting a Free Writing Prospectus, shall be deemed an Underwriter Free Writing Prospectus. (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 XXXXX ON THE SEC WEB SITE AT XXX.XXX.XXX. 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] OR VIA EMAIL AT ______________. Each of the Underwriter and the Company shall have the right to request additional specific legends or notations to appear on any Free Writing Prospectus and shall have the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of the other (which shall not be unreasonably withheld). (e) The Underwriter shall deliver to the Company and its counsel (in such format as reasonably required by the Company), no later than the business day prior to the date of the required filing under Section 5.10, an Underwriter Prepared Issuer FWP. To facilitate filing to the extent required by Section 5.10 or 5.11, as applicable, all Underwriter Derived Information shall be set forth in a document separate from any Underwriter Prepared Issuer FWP including Issuer Information. (f) The Underwriter shall provide the Company with a letter from [__________], certified public accountants, prior to the Closing Date, satisfactory in form and substance to the Company, Residential Funding and their respective counsels and the Underwriter, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company and the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature that is included in any Underwriter Prepared Issuer FWP, other than any Pool Information therein and any information accurately extracted from any Issuer Free Writing Prospectus and included in such Underwriter Prepared Issuer FWP, is accurate except as to such matters that are not deemed by the Company and the Underwriter to be material. The foregoing letter shall be at the expense of the Underwriter. (g) None of the information in any Free Writing Prospectus may conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof. The Notes described in any Underwriter Free Writing Prospectus or any Underwriter Prepared Issuer FWP will be of a type set forth in one of the categories listed beneath the heading "Description of Securities" in the term sheet supplement included in the Approved Offering Materials and the description of the characteristics of the Notes contained in such Underwriter Free Writing Prospectus or any Underwriter Prepared Issuer FWP shall not be inconsistent with the description of the Notes beneath such heading in the term sheet supplement. (h) The Company shall not be obligated to file any Issuer Free Writing Prospectuses that have been determined to contain any material error or omission unless such Issuer Free Writing Prospectus has been provided to a prospective investor, in which case, the Underwriter shall cooperate with the Company to prepare a corrective Issuer Free Writing Prospectus that the Underwriter will provide to any such prospective investor and the Company shall file to the extent required herein. In the event that the Underwriter becomes aware that, as of the date on which an investor entered into a Contract of Sale, any Free Writing Prospectus prepared by or on behalf of the Underwriter and delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof as soon as practical but in any event within one business day after discovery. (i) If the Underwriter does not provide any Free Writing Prospectuses to the Company pursuant to subsection (e) above, the Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that would constitute an Underwriter Prepared Issuer FWP. (j) In the event of any delay in the delivery by the Underwriter to the Company of any Underwriter Prepared Issuer FWP required to be delivered in accordance with subsection (e) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to subsection (f) above, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.10 to file such Underwriter Prepared Issuer FWP by the time specified therein. (k) The Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the 1933 Act Regulations with respect to the generation and use of Free Writing Prospectuses in connection with the offering of the Notes. In addition, each Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following: (i) any Free Writing Prospectus used by the Underwriter to solicit offers to purchase Notes to the extent not filed with the Commission; (ii) regarding each Free Writing Prospectus delivered by the Underwriter to an investor, the date of such delivery and identity of such investor; and (iii) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. (l) The Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Notes to a prospective investor unless such information is preceded or accompanied by the final Prospectus. It is understood and agreed that the use of written information in accordance with the preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement. (m) The Underwriter shall not use any Free Writing Prospectus in connection with the solicitation of offers to purchase Notes from any prospective investor in a class of Notes with denominations of less than $25,000 or otherwise designated as a "retail" class of Notes, and the Underwriter shall not authorize any such use of any Free Writing Prospectus by any dealer that purchases any such Notes from the Underwriter. 4.5 You further agree that on or prior to the sixth day after the Closing Date, you shall provide the Company with a Note, substantially in the form of Exhibit G attached hereto, setting forth (i) in the case of each class of Notes, (a) if less than 10% of the aggregate note principal balance of such class of Notes has been sold to the public as of such date, the value calculated pursuant to clause (b)(iii) of Exhibit G hereto, or, (b) if 10% or more of such class of Notes has been sold to the public as of such date but no single price is paid for at least 10% of the aggregate note principal balance of such class of Notes, then the weighted average price at which the Notes of such class were sold expressed as a percentage of the note principal balance of such class of Notes sold, or (c) the first single price at which at least 10% of the aggregate note principal balance of such class of Notes was sold to the public, (ii) the prepayment assumption used in pricing each class of Notes, and (iii) such other information as to matters of fact as the Company may reasonably request to enable it to comply with its reporting requirements with respect to each class of Notes to the extent such information can in the good faith judgment of the Underwriter be determined by it. 4.6 The Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, Underwriter shall deliver a printed or paper copy of such Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by the Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to the Underwriter by or on behalf of the Company specifically for use by the Underwriter pursuant to this Section 4.6; for example, if the Prospectus is delivered to the Underwriter by or on behalf of the Company in a single electronic file in pdf format, then the Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf format. The Underwriter further agrees that (i) if it delivers to an investor the Prospectus in pdf format, upon the Underwriter's receipt of a request from the investor within the period for which delivery of the Prospectus is required, the Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus and (ii) it will provide to the Company any Underwriter Prepared Issuer FWP, or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Underwriter Prepared Issuer FWP, or portions thereof, in either Microsoft Word(R) or Microsoft Excel(R) format and not in a pdf, except to the extent that the Company, in its sole discretion, waives such requirements.

Offering by Underwriter. 4.1 It is understood that the Underwriter propose proposes to offer and/or solicit offers for the Certificates to be purchased by them for sale to the public as set forth in the Prospectus and that the Underwriter agrees that all such offerswill not offer, solicitations and sales by them shall be made sell or otherwise distribute the Certificates (except for the sale thereof in compliance with all applicable exempt transactions) in any state in which the Certificates are not exempt from registration under Blue Sky laws and regulationsor state securities laws. Prior to the date of the first contract of sale made based on the Definitive Free Writing Prospectushereof, you have not sold offered, pledged, sold, disposed of or otherwise transferred any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanLoan except as set forth in Section 4.2. 4.2 It is understood that the Underwriter will solicit offers to purchase the Certificates as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus 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 the investor's ’s receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used by an the Underwriter in compliance with the terms of this Agreement prior to the time such the Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth the following statementstatement or its equivalent: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. 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. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriter. 4.1 It is understood that (a) The Company and the Issuer authorize the Underwriter propose to take all such action as it may deem advisable in respect of all matters pertaining to sales of the Notes to dealers and to retail purchasers and to member firms and specialists, including the right to make variations in the selling arrangements with respect to such sales; provided, however, that, notwithstanding the foregoing, the Underwriter represents that, prior to the date hereof, it has not made a public announcement through one or more media within the meaning of Treasury Regulation Section 1.1275-2(k) pertaining to offers or sales of the Notes unless it has obtained the prior written approval of the Company, the Issuer and the Seller. Upon the authorization by the Underwriter of the release of the Notes, the Underwriter proposes to offer and/or solicit offers the Notes for sale upon the Certificates terms and conditions set forth in the Prospectus. If the Prospectus specifies an initial public offering price or a method by which the price at which such Notes are to be purchased by them sold, then after the Notes are released for sale to the public as set forth in the Prospectus and public, the Underwriter agrees may vary from time to time the public offering price, selling concessions and reallowances to dealers that all such offers, solicitations and sales by them shall be made in compliance with all applicable laws and regulations. Prior to the date are members of the first contract Financial Industry Regulatory Authority, Inc. and other terms of sale made based on the Definitive Free Writing Prospectus, you have not sold any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or hereunder and under such security or any Mortgage Loan. 4.2 It is understood that the Underwriter will solicit offers to purchase the Certificates as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus 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 the investor's receipt of the Definitive Free Writing Prospectusselling arrangements. (b) Any Free Writing Prospectus Notwithstanding the foregoing, the Underwriter agrees that it will not offer or sell any Notes within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, except in transactions that are not prohibited by any applicable securities, bank regulatory or other applicable law. (other than c) Notwithstanding the Definitive Free Writing Prospectusforegoing, the Underwriter agrees that it will not offer or sell any Notes in any country, its territories or possessions or to persons who are citizens thereof or residents therein, except in transactions that are not prohibited by any applicable securities laws of such country, territory or possession. (d) relating The Underwriter agrees that: (i) it has complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 (as amended, the “FSMA”) with respect to anything done by it in relation to the Certificates used Notes in, from or otherwise involving the United Kingdom; (ii) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by an it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (iii) if specified in the applicable Terms Agreement, after the Closing Date, it will provide the Company with a list of any foreign jurisdictions related to any written confirmations of sale of Notes it has sent. Further, the Underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any of the Notes to any retail investor in compliance with the European Economic Area. For the purposes of the immediately preceding sentence: (i) the expression “retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (B) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of XxXXX XX or (C) not a qualified investor as defined in Article 2 of Directive (EU) 2017/1129 (as amended); and (ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of this Agreement the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. Further, the Underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any of the Notes to any retail investor in the United Kingdom. For the purposes of the immediately preceding sentence: (i) the expression on “retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA, (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA or (C) not a qualified investor as defined in Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA; and (ii) the expression “offer” includes 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. (e) The Underwriter agrees that on or prior to the time such Underwriter Closing Date it has entered into not and it will not provide any Rating Information (as defined below) to a Contract of Sale for Certificates shall prominently set forth Hired NRSRO or other “nationally recognized statistical rating organization” (within the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering meaning of the Certificates referred Exchange Act), unless a designated representative from the Company participated in or participates in such communication; provided, however, that if the Underwriter received or receives an oral communication from a Hired NRSRO, the Underwriter was and is authorized to in inform such Hired NRSRO that it will respond to the oral communication with a designated representative from the Company or refer such Hired NRSRO to the Company, who will respond to the oral communication. For purposes of this free writing prospectus and to solicit an offer to purchase paragraph, “Rating Information” means any information provided for the Certificates, when, purpose of determining the initial credit rating for the Notes or undertaking credit rating surveillance on the Notes (as and if issued. Any such offer to purchase made contemplated by you will not be accepted and will not constitute a contractual commitment by you to purchase any paragraph (a)(3)(iii)(C) of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offerRule 17g-5).

Offering by Underwriter. 4.1 It is understood that the Underwriter you propose to offer and/or solicit offers for the Certificates to be purchased by them Notes for sale to the public as set forth in the Prospectus and the Underwriter agrees you agree that all such offers, solicitations offers and sales by them you shall be made in compliance with all applicable laws and regulations. Prior to the date of the first contract Contract of sale Sale made based on the Definitive Free Writing ProspectusApproved Offering Materials, you have not sold pledged, sold, disposed of or otherwise transferred any Certificate Note, Mortgage Loans or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanNote. 4.2 It is understood that the Underwriter you will solicit offers to purchase the Certificates Notes as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus Approved Offering Materials you may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesNotes; provided, that you shall not accept any such offer to purchase a Certificate Note or any interest in any Certificate Note or Mortgage Loan or otherwise enter into any Contract of Sale for any CertificateNote, any interest in any Certificate Note or any Mortgage Loan prior to your conveyance of Approved Offering Materials to the investor's receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) any Written Communication relating to the Certificates used 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 Certificates Notes with the recipient shall prominently set forth the following statement: 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 will be superseded by the Definitive Free Writing Prospectusis 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 Notes referred to in this free writing prospectus and to solicit an offer to purchase the CertificatesNotes, 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 Notes, until we have accepted your offer to purchase CertificatesNotes. We will The Notes referred to in these materials are being sold when, as and if issued. The issuer is not accept obligated to issue such Notes or any offer 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 you to purchase Certificatesthe issuer. You are advised that the terms of the Notes, and you will not have any contractual commitment to purchase any the characteristics of the Certificates until after you have received mortgage loan pool backing them, may change (due, among other things, to the Definitive Free Writing Prospectus. You possibility that mortgage loans that comprise the pool may withdraw your offer become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to purchase Certificates the pool, and that one or more classes of Notes may be split, combined or eliminated), at any time prior to our acceptance issuance or availability of your offera 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, 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 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 not convey or deliver any Written Communication to any person in connection with the initial offering of the Notes, 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 any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or 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, to the extent constituting a Free Writing Prospectus, shall be deemed an Underwriter Free Writing Prospectus. (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 XXXXX ON THE SEC WEB SITE AT XXX.XXX.XXX. 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] OR VIA EMAIL AT ______________. Each of the Underwriter and the Company shall have the right to request additional specific legends or notations to appear on any Free Writing Prospectus and shall have the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of the other (which shall not be unreasonably withheld). (e) The Underwriter shall deliver to the Company and its counsel (in such format as reasonably required by the Company), no later than the business day prior to the date of the required filing under Section 5.10, an Underwriter Prepared Issuer FWP. To facilitate filing to the extent required by Section 5.10 or 5.11, as applicable, all Underwriter Derived Information shall be set forth in a document separate from any Underwriter Prepared Issuer FWP including Issuer Information. (f) The Underwriter shall provide the Company with a letter from [____________], certified public accountants, prior to the Closing Date, satisfactory in form and substance to the Company, Residential Funding and their respective counsels and the Underwriter, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company and the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature that is included in any Underwriter Prepared Issuer FWP, other than any Pool Information therein and any information accurately extracted from any Issuer Free Writing Prospectus and included in such Underwriter Prepared Issuer FWP, is accurate except as to such matters that are not deemed by the Company and the Underwriter to be material. The foregoing letter shall be at the expense of the Underwriter. (g) None of the information in any Free Writing Prospectus may conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof. The Notes described in any Underwriter Free Writing Prospectus or any Underwriter Prepared Issuer FWP will be of a type set forth in one of the categories listed beneath the heading “Description of Securities” in the term sheet supplement included in the Approved Offering Materials and the description of the characteristics of the Notes contained in such Underwriter Free Writing Prospectus or any Underwriter Prepared Issuer FWP shall not be inconsistent with the description of the Notes beneath such heading in the term sheet supplement. (h) The Company shall not be obligated to file any Issuer Free Writing Prospectuses that have been determined to contain any material error or omission unless such Issuer Free Writing Prospectus has been provided to a prospective investor, in which case, the Underwriter shall cooperate with the Company to prepare a corrective Issuer Free Writing Prospectus that the Underwriter will provide to any such prospective investor and the Company shall file to the extent required herein. In the event that the Underwriter becomes aware that, as of the date on which an investor entered into a Contract of Sale, any Free Writing Prospectus prepared by or on behalf of the Underwriter and delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), the Underwriter shall notify the Company thereof as soon as practical but in any event within one business day after discovery. (i) If the Underwriter does not provide any Free Writing Prospectuses to the Company pursuant to subsection (e) above, the Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that would constitute an Underwriter Prepared Issuer FWP. (j) In the event of any delay in the delivery by the Underwriter to the Company of any Underwriter Prepared Issuer FWP required to be delivered in accordance with subsection (e) above, or in the delivery of the accountant’s comfort letter in respect thereof pursuant to subsection (f) above, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.10 to file such Underwriter Prepared Issuer FWP by the time specified therein. (k) The Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the 1933 Act Regulations with respect to the generation and use of Free Writing Prospectuses in connection with the offering of the Notes. In addition, each Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following: (i) any Free Writing Prospectus used by the Underwriter to solicit offers to purchase Notes to the extent not filed with the Commission; (ii) regarding each Free Writing Prospectus delivered by the Underwriter to an investor, the date of such delivery and identity of such investor; and (iii) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. (l) The Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Notes to a prospective investor unless such information is preceded or accompanied by the final Prospectus. It is understood and agreed that the use of written information in accordance with the preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement. (m) The Underwriter shall not use any Free Writing Prospectus in connection with the solicitation of offers to purchase Notes from any prospective investor in a class of Notes with denominations of less than $25,000 or otherwise designated as a “retail” class of Notes, and the Underwriter shall not authorize any such use of any Free Writing Prospectus by any dealer that purchases any such Notes from the Underwriter. 4.5 You further agree that on or prior to the sixth day after the Closing Date, you shall provide the Company with a certificate, substantially in the form of Exhibit G attached hereto, setting forth (i) in the case of each class of Notes, (a) if less than 10% of the aggregate note principal balance of such class of Notes has been sold to the public as of such date, the value calculated pursuant to clause (b)(iii) of Exhibit G hereto, or, (b) if 10% or more of such class of Notes has been sold to the public as of such date but no single price is paid for at least

Offering by Underwriter. 4.1 It is understood that the Underwriter you propose to offer and/or solicit offers for the Certificates to be purchased by them Notes for sale to the public as set forth in the Prospectus and the Underwriter agrees you agree that all such offers, solicitations offers and sales by them you shall be made in compliance with all applicable laws and regulations. Prior to the date of the first contract Contract of sale Sale made based on the Definitive Free Writing ProspectusApproved Offering Materials, you have not sold pledged, sold, disposed of or otherwise transferred any Certificate Note, Mortgage Loans or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanNote. 4.2 It is understood that the Underwriter you will solicit offers to purchase the Certificates Notes as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus Approved Offering Materials you may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesNotes; provided, that you shall not accept any such offer to purchase a Certificate Note or any interest in any Certificate Note or Mortgage Loan or otherwise enter into any Contract of Sale for any CertificateNote, any interest in any Certificate Note or any Mortgage Loan prior to your conveyance of Approved Offering Materials to the investor's receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) any Written Communication relating to the Certificates used 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 Certificates Notes with the recipient shall prominently set forth the following statement: 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 will be superseded by the Definitive Free Writing Prospectusis 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 Notes referred to in this free writing prospectus and to solicit an offer to purchase the CertificatesNotes, 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 Notes, until we have accepted your offer to purchase CertificatesNotes. We will The Notes referred to in these materials are being sold when, as and if issued. The issuer is not accept obligated to issue such Notes or any offer 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 you to purchase Certificatesthe issuer. You are advised that the terms of the Notes, and you will not have any contractual commitment to purchase any the characteristics of the Certificates until after you have received mortgage loan pool backing them, may change (due, among other things, to the Definitive Free Writing Prospectus. You possibility that mortgage loans that comprise the pool may withdraw your offer become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to purchase Certificates the pool, and that one or more classes of Notes may be split, combined or eliminated), at any time prior to our acceptance issuance or availability of your offera 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, 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 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 not convey or deliver any Written Communication to any person in connection with the initial offering of the Notes, 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 any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or 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, to the extent constituting a Free Writing Prospectus, shall be deemed an Underwriter Free Writing Prospectus. (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 XXXXXWRITER OR ANY DEALER PAXXXXXXXXXXX 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] OR VIA EMAIL AT ______________. Each of the Underwriter and the Company shall have the right to request additional specific legends or notations to appear on any Free Writing Prospectus and shall have the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of the other (which shall not be unreasonably withheld). (e) The Underwriter shall deliver to the Company and its counsel (in such format as reasonably required by the Company), no later than the business day prior to the date of the required filing under Section 5.10, an Underwriter Prepared Issuer FWP. To facilitate filing to the extent required by Section 5.10 or 5.11, as applicable, all Underwriter Derived Information shall be set forth in a document separate from any Underwriter Prepared Issuer FWP including Issuer Information. (f) The Underwriter shall provide the Company with a letter from [____________], certified public accountants, prior to the Closing Date, satisfactory in form and substance to the Company, GMFI and their respective counsels and the Underwriter, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company and the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature that is included in any Underwriter Prepared Issuer FWP, other than any Pool Information therein and any information accurately extracted from any Issuer Free Writing Prospectus and included in such Underwriter Prepared Issuer FWP, is accurate except as to such matters that are not deemed by the Company and the Underwriter to be material. The foregoing letter shall be at the expense of the Underwriter. (g) None of the information in any Free Writing Prospectus may conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof. The Notes described in any Underwriter Free Writing Prospectus or any Underwriter Prepared Issuer FWP will be of a type set forth in one of the categories listed beneath the heading “Description of Securities” in the term sheet supplement included in the Approved Offering Materials and the description of the characteristics of the Notes contained in such Underwriter Free Writing Prospectus or any Underwriter Prepared Issuer FWP shall not be inconsistent with the description of the Notes beneath such heading in the term sheet supplement. (h) The Company shall not be obligated to file any Issuer Free Writing Prospectuses that have been determined to contain any material error or omission unless such Issuer Free Writing Prospectus has been provided to a prospective investor, in which case, the Underwriter shall cooperate with the Company to prepare a corrective Issuer Free Writing Prospectus that the Underwriter will provide to any such prospective investor and the Company shall file to the extent required herein. In the event that the Underwriter becomes aware that, as of the date on which an investor entered into a Contract of Sale, any Free Writing Prospectus prepared by or on behalf of the Underwriter and delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), the Underwriter shall notify the Company thereof as soon as practical but in any event within one business day after discovery. (i) If the Underwriter does not provide any Free Writing Prospectuses to the Company pursuant to subsection (e) above, the Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that would constitute an Underwriter Prepared Issuer FWP. (j) In the event of any delay in the delivery by the Underwriter to the Company of any Underwriter Prepared Issuer FWP required to be delivered in accordance with subsection (e) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to subsection (f) above, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.10 to file such Underwriter Prepared Issuer FWP by the time specified therein. (k) The Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the 1933 Act Regulations with respect to the generation and use of Free Writing Prospectuses in connection with the offering of the Notes. In addition, each Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following: (i) any Free Writing Prospectus used by the Underwriter to solicit offers to purchase Notes to the extent not filed with the Commission; (ii) regarding each Free Writing Prospectus delivered by the Underwriter to an investor, the date of such delivery and identity of such investor; and (iii) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. (l) The Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Notes to a prospective investor unless such information is preceded or accompanied by the final Prospectus. It is understood and agreed that the use of written information in accordance with the preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement. (m) The Underwriter shall not use any Free Writing Prospectus in connection with the solicitation of offers to purchase Notes from any prospective investor in a class of Notes with denominations of less than $25,000 or otherwise designated as a “retail” class of Notes, and the Underwriter shall not authorize any such use of any Free Writing Prospectus by any dealer that purchases any such Notes from the Underwriter. 4.5 You further agree that on or prior to the sixth day after the Closing Date, you shall provide the Company with a certificate, substantially in the form of Exhibit C attached hereto, setting forth (i) in the case of each class of Notes, (a) if less than 10% of the aggregate note principal balance of such class of Notes has been sold to the public as of such date, the value calculated pursuant to clause (b)(iii) of Exhibit C hereto, or, (b) if 10% or more of such class of Notes has been sold to the public as of such date but no single price is paid for at least 10% of the aggregate note principal balance of such class of Notes, then the weighted average price at which the Notes of such class were sold expressed as a percentage of the note principal balance of such class of Notes sold, or (c) the first single price at which at least 10% of the aggregate note principal balance of such class of Notes was sold to the public, (ii) the prepayment assumption used in pricing each class of Notes, and (iii) such other information as to matters of fact as the Company may reasonably request to enable it to comply with its reporting requirements with respect to each class of Notes to the extent such information can in the good faith judgment of the Underwriter be determined by it. 4.6 The Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, Underwriter shall deliver a printed or paper copy of such Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by the Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to the Underwriter by or on behalf of the Company specifically for use by the Underwriter pursuant to this Section 4.6; for example, if the Prospectus is delivered to the Underwriter by or on behalf of the Company in a single electronic file in pdf format, then the Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf format. The Underwriter further agrees that (i) if it delivers to an investor the Prospectus in pdf format, upon the Underwriter's receipt of a request from the investor within the period for which delivery of the Prospectus is required, the Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus and (ii) it will provide to the Company any Underwriter Prepared Issuer FWP, or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Underwriter Prepared Issuer FWP, or portions thereof, in either Microsoft Word® or Microsoft Excel® format and not in a pdf, except to the extent that the Company, in its sole discretion, waives such requirements.

Offering by Underwriter. 4.1 It is understood that the Underwriter propose proposes to offer and/or solicit offers for the Certificates to be purchased by them for sale to the public as set forth in the Prospectus and the Underwriter agrees that all such offers, solicitations offers and sales by them the Underwriter 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 Definitive Free Writing Prospectus, you have not sold any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. 4.2 It is understood that the Underwriter Underwriters will solicit offers to purchase the Certificates as follows: (ai) Prior to the time you have received the Definitive Free Writing Prospectus 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 the investor's ’s receipt of the Definitive Free Writing Prospectus. (bii) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used 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 shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. 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. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriter. 4.1 It is understood that the Underwriter Underwriters propose to offer and/or solicit offers for the Certificates Underwritten Notes to be purchased by them for sale to the public as set forth in the Prospectus and the Underwriter agrees Underwriters agree that all such offers, solicitations and sales by them 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 Definitive Free Writing Prospectus, you have not sold any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. 4.2 It is understood that the Underwriter Underwriters will solicit offers to purchase the Certificates Underwritten Notes as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesUnderwritten Notes; 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 the investor's ’s receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates Underwritten Notes used 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 Underwritten Notes shall prominently set forth the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates Underwritten Notes referred to in this free writing prospectus and to solicit an offer to purchase the CertificatesUnderwritten 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 Certificates Underwritten Notes until we have accepted your offer to purchase CertificatesUnderwritten Notes. We will not accept any offer by you to purchase CertificatesUnderwritten Notes, and you will not have any contractual commitment to purchase any of the Certificates Underwritten Notes until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates Underwritten Notes at any time prior to our acceptance of your offer.

Offering by Underwriter. 4.1 (a) It is understood that the Underwriter propose proposes to offer and/or solicit offers for the Certificates subject to be purchased by them this Agreement for sale to the public as set forth in the Prospectus and the Underwriter agrees that all such offers, solicitations and sales by them 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 Definitive Free Writing Prospectus, you have not sold any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. 4.2 (b) It is understood that the Underwriter will solicit offers to purchase the Certificates only as follows: (a) Prior : prior to the time you have the Underwriter has received the Definitive Free Writing Prospectus you Time of Sale Offering Document as identified in the Pricing Supplement, the Underwriter may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided, that you the Underwriter 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 the investor's ’s receipt of the Definitive Free Writing ProspectusTime of Sale Offering Document as identified in the Pricing Supplement. (bc) Any Free Writing Prospectus (other than It is understood that the Definitive Free Writing Prospectus) relating to the Certificates used by an Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered will not enter into a Contract of Sale for with any investor until the investor has received the Time of Sale Offering Document with respect to the Certificates shall prominently set forth which are the subject of such Contract of Sale. For purposes of this Agreement, “Contract of Sale” has the same meaning as in Rule 159 of the Rules and Regulations and all Commission guidance relating to Rule 159. (d) It is understood that the Underwriter may provide to prospective investors certain Issuer Free Writing Prospectuses and prepare and provide to prospective investors other Free Writing Prospectuses, subject to the following statement: conditions: (i) 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” (as such term is defined in Rule 405 under the Act) (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 above). The Underwriter shall not convey or deliver in connection with the initial offering of the Certificates any ABS informational and computational materials as defined in Item 1101 of Regulation AB (“ABS Informational and Computational Materials”), in reliance upon Rules 167 and 426 under the Act. (ii) 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 Rules and Regulations and all published Commission guidance relating to Free Writing Prospectuses. For purposes hereof, “Issuer Information” shall have the meaning given such term in Rule 433 (h) of the Rules and Regulations, including the information specified in this free writing prospectus footnote 271 of Commission Release No. 33-8591 and “Derived Information” shall refer to information as is preliminary, and will be superseded disseminated by the Definitive Underwriter to any potential investor, which information is prepared on the basis of or derived from, but exclusive of, (A) Issuer Information, (B) information contained in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of them, taking into account information incorporated therein by reference including Static Pool Information or (C) characteristics of the Mortgage Loans furnished by the Depositor to the Underwriter for use in the preparation of any Free Writing Prospectus. This free writing prospectus is being delivered Consistent with such definition, “Issuer Information” shall not be deemed to you include any information in a Free Writing Prospectus solely to provide you with information about the offering by reason 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 Depositor’s review of the Certificates until we have accepted your offer materials pursuant to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offersubsection (f) below.

Offering by Underwriter. 4.1 It is understood that the Underwriter propose proposes to offer and/or solicit offers for the Certificates to be purchased by them Notes for sale to the public as set forth in the Prospectus and the Underwriter agrees that all such offers, solicitations offers and sales by them shall be made in compliance with all applicable laws and regulations. Prior to the date of the first contract Contract of sale Sale made based on the Definitive Free Writing ProspectusApproved Offering Materials, you have the Underwriter has not sold pledged, sold, disposed of or otherwise transferred any Certificate Note, Mortgage Loans or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanNote. 4.2 It is understood that the Underwriter you will solicit offers to purchase the Certificates Notes as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus Approved Offering Materials you may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesNotes; provided, that you shall not accept any such offer to purchase a Certificate Note or any interest in any Certificate Note or Mortgage Loan or otherwise enter into any Contract of Sale for any CertificateNote, any interest in any Certificate Note or any Mortgage Loan prior to your conveyance of Approved Offering Materials to the investor's receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) any Written Communication relating to the Certificates used 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 Certificates Notes with the recipient shall prominently set forth the following statement: 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 will be superseded by the Definitive Free Writing Prospectusis 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 Notes referred to in this free writing prospectus and to solicit an offer to purchase the CertificatesNotes, 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 Notes, until we have accepted your offer to purchase CertificatesNotes. We will The Notes referred to in these materials are being sold when, as and if issued. The issuer is not accept obligated to issue such Notes or any offer 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 you to purchase Certificatesthe issuer. You are advised that the terms of the Notes, and you will not have any contractual commitment to purchase any the characteristics of the Certificates until after you have received mortgage loan pool backing them, may change (due, among other things, to the Definitive Free Writing Prospectus. You possibility that mortgage loans that comprise the pool may withdraw your offer become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to purchase Certificates the pool, and that one or more classes of Notes may be split, combined or eliminated), at any time prior to our acceptance issuance or availability of your offera 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, 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 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 not convey or deliver any Written Communication to any person in connection with the initial offering of the Notes, 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 any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or 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, to the extent constituting a Free Writing Prospectus, shall be deemed an Underwriter Free Writing Prospectus. (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 XXXXX ON THE SEC WEB SITE AT XXX.XXX.XXX. 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] OR VIA EMAIL AT . Each of the Underwriter and the Company shall have the right to request additional specific legends or notations to appear on any Free Writing Prospectus and shall have the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of the other (which shall not be unreasonably withheld). (e) The Underwriter shall deliver to the Company and its counsel (in such format as reasonably required by the Company), no later than the business day prior to the date of the required filing under Section 5.10, an Underwriter Prepared Issuer FWP. To facilitate filing to the extent required by Section 5.10 or 5.11, as applicable, all Underwriter Derived Information shall be set forth in a document separate from any Underwriter Prepared Issuer FWP including Issuer Information. (f) The Underwriter shall provide the Company with a letter from [ACCOUNTING FIRM], certified public accountants, prior to the Closing Date, satisfactory in form and substance to the Company, Master Servicer and their respective counsels and the Underwriter, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company and the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature that is included in any Underwriter Prepared Issuer FWP, other than any Pool Information therein and any information accurately extracted from any Issuer Free Writing Prospectus and included in such Underwriter Prepared Issuer FWP, is accurate except as to such matters that are not deemed by the Company and the Underwriter to be material. The foregoing letter shall be at the expense of the Underwriter. (g) None of the information in any Free Writing Prospectus may conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof. The Notes described in any Underwriter Free Writing Prospectus or any Underwriter Prepared Issuer FWP will be of a type set forth in one of the categories listed beneath the heading “Description of Notes” in the term sheet supplement included in the Approved Offering Materials and the description of the characteristics of the Notes contained in such Underwriter Free Writing Prospectus or any Underwriter Prepared Issuer FWP shall not be inconsistent with the description of the Notes beneath such heading in the term sheet supplement. (h) The Company shall not be obligated to file any Issuer Free Writing Prospectuses that have been determined to contain any material error or omission unless such Issuer Free Writing Prospectus has been provided to a prospective investor, in which case, the Underwriter shall cooperate with the Company to prepare a corrective Issuer Free Writing Prospectus that the Underwriter will provide to any such prospective investor and the Company shall file to the extent required herein. In the event that the Underwriter becomes aware that, as of the date on which an investor entered into a Contract of Sale, any Free Writing Prospectus prepared by or on behalf of the Underwriter and delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), the Underwriter shall notify the Company thereof as soon as practical but in any event within one business day after discovery. (i) If the Underwriter does not provide any Free Writing Prospectuses to the Company pursuant to subsection (e) above, the Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that would constitute an Underwriter Prepared Issuer FWP. (j) In the event of any delay in the delivery by the Underwriter to the Company of any Underwriter Prepared Issuer FWP required to be delivered in accordance with subsection (e) above, or in the delivery of the accountant’s comfort letter in respect thereof pursuant to subsection (f) above, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.10 to file such Underwriter Prepared Issuer FWP by the time specified therein. (k) The Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the 1933 Act Regulations with respect to the generation and use of Free Writing Prospectuses in connection with the offering of the Notes. In addition, each Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following: (i) any Free Writing Prospectus used by the Underwriter to solicit offers to purchase Notes to the extent not filed with the Commission; (ii) regarding each Free Writing Prospectus delivered by the Underwriter to an investor, the date of such delivery and identity of such investor; and (iii) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. (l) The Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Notes to a prospective investor unless such information is preceded or accompanied by the final Prospectus. It is understood and agreed that the use of written information in accordance with the preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement. (m) The Underwriter shall not use any Free Writing Prospectus in connection with the solicitation of offers to purchase Notes from any prospective investor in a class of Notes with denominations of less than $25,000 or otherwise designated as a “retail” class of Notes, and the Underwriter shall not authorize any such use of any Free Writing Prospectus by any dealer that purchases any such Notes from the Underwriter. 4.5 The Underwriter further agrees that on or prior to the sixth day after the Closing Date, the Underwriter shall provide the Company with a certificate, substantially in the form of Exhibit F attached hereto, setting forth (i) in the case of each class of Notes purchased by the Underwriter, (a) if less than 10% of the aggregate principal balance of such class of Notes has been sold to the public as of such date, the value calculated pursuant to clause (b)(iii) of Exhibit F hereto, or, (b) if 10% or more of such class of Notes has been sold to the public as of such date but no single price is paid for at least 10% of the aggregate principal balance of such class of Notes, then the weighted average price at which the Notes of such class were sold expressed as a percentage of the principal balance of such class of Notes sold, or (c) the first single price at which at least 10% of the aggregate principal balance of such class of Notes was sold to the public, (ii) the prepayment assumption used in pricing each class of Notes, and (iii) such other information as to matters of fact as the Company may reasonably request to enable it to comply with its reporting requirements with respect to each class of Notes to the extent such information can in the good faith judgment of the Underwriter be determined by it. 4.6 The Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172, it will include in every confirmation sent out the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, Underwriter shall deliver a printed or paper copy of such Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by the Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to the Underwriter by or on behalf of the Company specifically for use by the Underwriter pursuant to this Section 4.6; for example, if the Prospectus is delivered to the Underwriter by or on behalf of the Company in a single electronic file in pdf format, then the Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf format. The Underwriter further agrees that (i) if it delivers to an investor the Prospectus in pdf format, upon the Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, the Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus and (ii) it will provide to the Company any Underwriter Prepared Issuer FWP, or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Underwriter Prepared Issuer FWP, or portions thereof, in either Microsoft Word® or Microsoft Excel® format and not in a pdf, except to the extent that the Company, in its sole discretion, waives such requirements.

Offering by Underwriter. 4.1 It is understood that the Underwriter you propose to offer and/or solicit offers for the Certificates to be purchased by them for sale to the public as set forth in the Prospectus and the Underwriter agrees that all such offers, solicitations and sales by them 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 Definitive Free Writing Prospectus, you have not sold any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. 4.2 It is understood that the Underwriter will solicit offers to purchase the Certificates as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus 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 the investor's ’s receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used by an the Underwriter in compliance with the terms of this Agreement prior to the time such Underwriter has entered into a Contract of Sale for Certificates shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. 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. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriter. 4.1 It is understood that the Underwriter propose proposes to offer and/or solicit offers for the Certificates to be purchased by them for sale to the public as set forth in the Prospectus and the Underwriter agrees that all such offers, solicitations and sales by them 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 Definitive Free Writing Prospectus, you have not sold any Certificate or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage Loan. 4.2 It is understood that the Underwriter will solicit offers to purchase the Certificates as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus 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 the investor's ’s receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates used 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 shall prominently set forth the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. 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. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

Offering by Underwriter. 4.1 It is understood that the Underwriter you propose to offer and/or solicit offers for the Certificates to be purchased by them Notes for sale to the public as set forth in the Prospectus and the Underwriter agrees you agree that all such offers, solicitations offers and sales by them you shall be made in compliance with all applicable laws and regulations. Prior to the date of the first contract Contract of sale Sale made based on the Definitive Free Writing ProspectusApproved Offering Materials, you have not sold pledged, sold, disposed of or otherwise transferred any Certificate Note, Mortgage Loans or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanNote. 4.2 It is understood that the Underwriter you will solicit offers to purchase the Certificates Notes as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus Approved Offering Materials you may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesNotes; provided, that you shall not accept any such offer to purchase a Certificate Note or any interest in any Certificate Note or Mortgage Loan or otherwise enter into any Contract of Sale for any CertificateNote, any interest in any Certificate Note or any Mortgage Loan prior to your conveyance of Approved Offering Materials to the investor's receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) any Written Communication relating to the Certificates used 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 Certificates Notes with the recipient shall prominently set forth the following statement: 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 will be superseded by the Definitive Free Writing Prospectusis 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 Notes referred to in this free writing prospectus and to solicit an offer to purchase the CertificatesNotes, 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 Notes, until we have accepted your offer to purchase CertificatesNotes. We will The Notes referred to in these materials are being sold when, as and if issued. The issuer is not accept obligated to issue such Notes or any offer 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 you to purchase Certificatesthe issuer. You are advised that the terms of the Notes, and you will not have any contractual commitment to purchase any the characteristics of the Certificates until after you have received mortgage loan pool backing them, may change (due, among other things, to the Definitive Free Writing Prospectus. You possibility that mortgage loans that comprise the pool may withdraw your offer become delinquent or defaulted or may be removed or replaced and that similar or different mortgage loans may be added to purchase Certificates the pool, and that one or more classes of Notes may be split, combined or eliminated), at any time prior to our acceptance issuance or availability of your offera 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, 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 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 not convey or deliver any Written Communication to any person in connection with the initial offering of the Notes, 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 Notes, the final version of the terms of the Notes 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 XXXXX ON THE SEC WEB SITE AT XXX.XXX.XXX. 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] OR VIA EMAIL AT _____________. Each of the Underwriter and the Company shall have the right to request additional specific legends or notations to appear on any Free Writing Prospectus and shall have the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of the other (which shall not be unreasonably withheld). (e) The Underwriter shall deliver to the Company and its counsel (in such format as reasonably required by the Company), prior to the proposed date of first use thereof, (unless such timing requirement is waived by the Company), any Underwriter Prepared Issuer FWP (as defined above). To facilitate filing to the extent required by Section 5.10 or 5.11, as applicable, all Underwriter Derived Information shall be set forth in a document separate from any Underwriter Prepared Issuer FWP including Issuer Information. Consent to use of any Underwriter Prepared Issuer FWP must be given by the Company in written or electronic format before the Underwriter provides the Underwriter Prepared Issuer FWP to investors pursuant to the terms of this Agreement. Notwithstanding the foregoing, the Underwriter shall not be required to deliver or obtain consent to use an Underwriter Prepared Issuer FWP to the extent that it does not contain substantive changes from or additions to any Underwriter Prepared Issuer FWP previously approved by the Company. In the event that the Underwriter uses any Underwriter Prepared Issuer FWP without complying with the foregoing requirements, that Underwriter Prepared Issuer FWP shall be deemed to be an Underwriter Free Writing Prospectus for purposes of Section 7.1 and 7.2. (f) The Underwriter shall provide the Company with a letter from [__________], certified public accountants, prior to the Closing Date, satisfactory in form and substance to the Company, Residential Funding and their respective counsels and the Underwriter, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company and the Underwriter, as a result of which they determined that certain information of an accounting, financial or statistical nature that is included in any Underwriter Prepared Issuer FWP, other than any Pool Information therein and any information accurately extracted from the Preliminary Prospectus Supplement or any Issuer Free Writing Prospectus and included in such Underwriter Prepared Issuer FWP, is accurate except as to such matters that are not deemed by the Company and the Underwriter to be material. The foregoing letter shall be at the expense of the Underwriter. (g) None of the information in any Free Writing Prospectus may conflict with the information then contained in the Registration Statement or any prospectus or prospectus supplement that is a part thereof. (h) The Company shall not be obligated to file any Issuer Free Writing Prospectuses that have been determined to contain any material error or omission unless such Issuer Free Writing Prospectus has been provided to a prospective investor, in which case, the Underwriter shall cooperate with the Company to prepare a corrective Issuer Free Writing Prospectus that the Underwriter will provide to any such prospective investor and the Company shall file to the extent required herein. In the event that the Underwriter becomes aware that, as of the date on which an investor entered into a Contract of Sale, any Free Writing Prospectus prepared by or on behalf of the Underwriter and delivered to such investor contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter shall notify the Company thereof as soon as practical but in any event within one business day after discovery. (i) If the Underwriter does not provide any Free Writing Prospectuses to the Company pursuant to subsection (e) above, the Underwriter shall be deemed to have represented, as of the Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that would constitute an Underwriter Prepared Issuer FWP. (j) In the event of any delay in the delivery by the Underwriter to the Company of any Underwriter Prepared Issuer FWP required to be delivered in accordance with subsection (e) above, or in the delivery of the accountant's comfort letter in respect thereof pursuant to subsection (f) above, the Company shall have the right to delay the release of the Prospectus to investors or to the Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in Section 5.10 to file such Underwriter Prepared Issuer FWP by the time specified therein. (k) The Underwriter represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure full compliance with all applicable legal requirements of the 1933 Act Regulations with respect to the generation and use of Free Writing Prospectuses in connection with the offering of the Notes. In addition, each Underwriter shall, for a period of at least three years after the date hereof, maintain written and/or electronic records of the following: (i) any Free Writing Prospectus used by the Underwriter to solicit offers to purchase Notes to the extent not filed with the Commission; (ii) regarding each Free Writing Prospectus delivered by the Underwriter to an investor, the date of such delivery and identity of such investor; and (iii) regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. (l) The Underwriter covenants with the Company that after the final Prospectus is available the Underwriter shall not distribute any written information concerning the Notes to a prospective investor unless such information is preceded or accompanied by the final Prospectus. It is understood and agreed that the use of written information in accordance with the preceding sentence is not a Free Writing Prospectus and is not otherwise restricted or governed in any way by this Agreement. (m) The Underwriter shall not use any Free Writing Prospectus in connection with the solicitation of offers to purchase Notes from any prospective investor in a class of Notes with denominations of less than $25,000 or otherwise designated as a

Offering by Underwriter. 4.1 It is understood that the Underwriter propose to offer and/or solicit offers for the Certificates to be purchased by them Bonds for sale to the public as set forth in the Prospectus and that the Underwriter agrees that all will not offer, sell or otherwise distribute the Bonds (except for the sale thereof in exempt transactions) in any state in which the Bonds are not exempt from registration under Blue Sky laws or state securities laws (except where the Bonds will have been qualified for offering and sale at your direction under such offers, solicitations and sales by them shall be made in compliance with all applicable Blue Sky laws and regulationsor state securities laws). Prior to the date of the first contract of sale made based on the Definitive Free Writing Prospectus, you have not sold offered, pledged, sold, disposed of or otherwise transferred any Certificate Bond or any security backed by the Mortgage Loans, any interest in any Certificate Bond or such security or any Mortgage LoanLoan except as set forth in Section 4.2. 4.2 It is understood that the Underwriter will solicit offers to purchase the Certificates Bonds as follows: (a) Prior to the time you have received the Definitive Free Writing Prospectus you may, in compliance with the provisions of this Agreement, solicit offers to purchase CertificatesBonds; provided, that you shall not accept any such offer to purchase a Certificate Bond or any interest in any Certificate Bond or Mortgage Loan or otherwise enter into any Contract of Sale for any CertificateBond, any interest in any Certificate Bond or any Mortgage Loan prior to the investor's receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) relating to the Certificates Bonds used 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 Bonds shall prominently set forth substantially the following statement: The information in this free writing prospectus is preliminary, and will be superseded by the Definitive Free Writing Prospectus. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates Bonds referred to in this free writing prospectus and to solicit an offer to purchase the CertificatesBonds, 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 Bonds until we have accepted your offer to purchase CertificatesBonds. We will not accept any offer by you to purchase CertificatesBonds, and you will not have any contractual commitment to purchase any of the Certificates Bonds until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates Bonds at any time prior to our acceptance of your offer.

Offering by Underwriter. 4.1 It is understood that the Underwriter propose proposes to offer and/or solicit offers for the Certificates to be purchased by them for sale to the public as set forth in the Prospectus and the Underwriter agrees that all such offers, solicitations offers and sales by them the Underwriter shall be made in compliance with all applicable laws and regulations. Prior to the date of the first contract Contract of sale Sale made based on the Definitive Free Writing ProspectusApproved Offering Materials, you have the Underwriter has not sold pledged, sold, disposed of or otherwise transferred any Certificate Certificate, Mortgage Loans or any security backed by the Mortgage Loans, any interest in any Certificate or such security or any Mortgage LoanCertificate. 4.2 It is understood that the Underwriter will solicit offers to purchase the Certificates as follows: (a) Prior to the time you have it has received the Definitive Free Writing Prospectus you Approved Offering Materials the Underwriter may, in compliance with the provisions of this Agreement, solicit offers to purchase Certificates; provided, that you it 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 its conveyance of Approved Offering Materials to the investor's receipt of the Definitive Free Writing Prospectus. (b) Any Free Writing Prospectus (other than the Definitive Free Writing Prospectus) any Written Communication relating to the Certificates used made by an the Underwriter in compliance with the terms of this Agreement prior to the time such the Underwriter has entered into a Contract of Sale for Certificates with the recipient shall prominently set forth the following statement: 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 will be superseded by the Definitive Free Writing Prospectusis 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 Certificates, until we have accepted your offer to purchase Certificates. We will The Certificates referred to in these materials are being sold when, as and if issued. The issuing entity is not accept obligated to issue such Certificates or any offer similar security and the underwriter's obligation to deliver such Certificates is subject to the terms and conditions of the underwriting agreement with the issuing entity and the availability of such Certificates when, as and if issued by you to purchase the issuing entity. You are advised that the terms of the Certificates, and you will not have any contractual commitment to purchase any 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 until after you have received the Definitive Free Writing Prospectus. You may withdraw your offer to purchase Certificates be split, combined or eliminated), at any time prior to our acceptance issuance or availability of your offera 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 issuing entity does not deliver such Certificates, the underwriter will notify you, and neither the issuing entity 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 issuing entity 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 the Underwriter 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 the Underwriter 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 prepared by the Underwriter 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) prepared by the Underwriter. (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. ALTERNATIVELX, XHE DEPOSITOR, ANY UNDERWXXXXX XX XXY 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] OR VIA EMAIL AT _______________." The Underwriter and the Company shall have the right to request additional specific legends or notations to appear on any Free Writing Prospectus and shall have the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of the Underwriter or the Company, as applicable (which shall not be unreasonably withheld). (e) The Underwriter shall deliver to the Company and its counsel (in such format as reasonably required by the Company), prior to the proposed date of first use thereof, (unless such timing requirement is waived by the Company), any Underwriter Prepared Issuer FWP (as defined above). To facilitate filing to the extent required by Section 5.10 or 5.11, as applicable, all Underwriter Derived Information shall be set forth in a document separate from any Underwriter Prepared Issuer FWP including