EXHIBIT 1.2
Form of Underwriting Agreement (Non-Iterative)
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates, Series 20[__]-[____]
Initial Principal Amount
Class
Initial Pass-Through Rate
------------------------
-----
-------------------------
$[____]
Class A-1 Certificates
[___]%
$[____]
Class A-2 Certificates
[___]%
$[____]
Class A-3 Certificates
[___]%
$[____]
Class R Certificates
[___]%
UNDERWRITING AGREEMENT
[________], 20[__]
[Name of Underwriter,]
[as representative of the Underwriters ("Representative")]
[Address of Underwriter]
Ladies and Gentlemen:
Residential Funding
Mortgage Securities I,
Inc., a Delaware
corporation
(the "Company"),
proposes to sell to you (also referred to herein as the
"Underwriter") Mortgage Pass-Through Certificates, Series 20[__]-[____], Class
A-1, Class
A-2, Class A-3, and Class R Certificates (collectively, the
"Certificates"), other
than a de minimis
portion of the Class R
Certificates,
having the aggregate
principal amounts and Pass-Through Rates set forth above.
The Certificates,
together with the Class A-V, Class A-P, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates of the same series,
will evidence the
entire beneficial
interest in the Trust
Fund (as defined in
the Pooling and Servicing Agreement referred to below),
consisting primarily
of
a pool (the "Pool") of conventional, fixed-rate, one- to
four-family residential
first lien mortgage loans (the "Mortgage Loans") as described in the
Prospectus
Supplement (as
hereinafter
defined) to be sold by
the Company.
A de minimis
portion of the Class R Certificates will not be sold hereunder and
will be held
by Residential Funding Company, LLC ("Residential Funding").
The
Certificates
will be issued
pursuant to a series supplement (the
"Series Supplement"), dated as of [_____] 1, 20[__] (the "Cut-off
Date"), to the
standard terms of a
pooling and
servicing agreement, dated as of [_____] 1,
20[__] (the "Standard
Terms", and together with the Series Supplement, the
"Pooling and Servicing
Agreement"), among the
Company, as seller,
Residential
Funding, as master servicer, and [__________], as trustee (the "Trustee").
The
Certificates are
described more fully in the Base Prospectus and the Prospectus
Supplement (each as
hereinafter
defined), which the Company has furnished
to
you.
<PAGE>
1.
Representations, Warranties and Covenants.
1.1 The Company
represents
and warrants to, and agrees with you
that:
(a) The Company has
filed with the
Securities and
Exchange
Commission
(the "Commission") a registration statement (No. 333-[_____])
on Form
S-3 for the
registration under the
Securities
Act of 1933,
as
amended
(the "Act"), of Mortgage Pass-Through Certificates (issuable in
series),
including the
Certificates,
which registration statement has
become
effective, and a copy
of which, as amended to the date hereof, has
heretofore
been delivered to you. The Company
proposes to file with
the
Commission
pursuant to Rule
424(b) under the rules and regulations of the
Commission
under the Act (the "1933 Act Regulations") a prospectus
supplement
dated [ ], 20[ ] (the "Prospectus Supplement"), to the
prospectus
dated [_____] [__], 20[__] (the "Base Prospectus"), relating to
the
Certificates and the method of distribution thereof. Such
registration
statement
(No. 333-[______]) including exhibits thereto and any
information
incorporated therein
by reference, as amended at the date
hereof, is
hereinafter called the "Registration Statement"; and the Base
Prospectus
and the Prospectus Supplement and any information incorporated
therein by
reference, together
with any amendment
thereof or
supplement
thereto
authorized
by the Company on or prior to the
Closing Date (as
defined
herein)
for use in connection with the offering of the
Certificates, are
hereinafter called the
"Prospectus."
Any preliminary
form of
the Prospectus
Supplement to be filed
pursuant to Rule 424(b) is
referred
to as a "Preliminary
Prospectus Supplement"
and, together with
the Base
Prospectus,
and as amended or
supplemented if the Company shall
have
furnished any
amendments or
supplements
thereto, a "Preliminary
Prospectus."
(b) The Registration
Statement has become effective, and the
Registration Statement
as of the effective date (the "Effective Date," as
defined
in this paragraph), and the Prospectus, as of the date of the
Prospectus
Supplement,
complied
in all material respects with the
applicable
requirements of the
Act and the 1933 Act Regulations; and the
Registration
Statement, as of the
Effective Date, did not contain any
untrue
statement of a material fact and did not omit to state any
material
fact
required to be stated
therein or necessary
to make the
statements
therein
not misleading and each Issuer Free Writing Prospectus (as
defined
herein) as
of its date did not, and the Approved Offering Materials (as
defined
herein) as of the date of the Approved Offering Materials did not
and as of
the Closing Date will not, and the Prospectus, as of the date
of
the
Prospectus
Supplement
did not and as of the
Closing Date will
not,
contain an
untrue statement
of a material
fact and did not and
will not
omit to
state a material fact
necessary in order to
make the
statements
therein, in the
light of the circumstances under which they were made, not
misleading; provided,
however, that neither the Company nor
Residential
Funding
makes any
representations or
warranties
as to the information
contained
in or omitted
from the Registration Statement, the Approved
Offering
Materials
or the Prospectus or any amendment thereof or
supplement
thereto relating to the information
therein that is
Excluded
Information (as defined herein); and provided, further, that neither the
Company
nor Residential Funding makes any representations or warranties
as
to either
(i) any information contained in any Underwriter Prepared
Issuer
FWP (as
defined herein) or Underwriter Free Writing Prospectus (as
defined
herein)
except, in each case to the extent of (x) any information set
forth
therein that
constitutes Pool Information (as defined below) or (y)
any
information accurately extracted from the
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<PAGE>
Preliminary Prospectus
Supplement or any
Issuer Free Writing
Prospectus
and
included in any Underwriter Prepared Issuer FWP, or (ii) any
information contained
in or omitted
from the portions of the Approved
Offering
Materials or Prospectus identified by underlining or other
highlighting as shown in Exhibit F (the "Underwriter Information"). The
Effective
Date shall mean the
earlier of the date on which the Prospectus
Supplement
is first used and the
time of the first
Contract of Sale
(as
defined
herein) to which such Prospectus Supplement relates. The initial
effective
date of the Registration Statement was within three years of
the
Closing
Date. If the third anniversary of the initial effective date
occurs
within six months after the Closing Date, the Company will use
best
efforts to
take such action as may be necessary or appropriate to permit
the public offering and sale of the Certificates as contemplated
hereunder.
The Company acknowledges that the Underwriter Information
constitutes the only
information
furnished in writing
by you or on your
behalf for
use in connection
with the preparation of the Registration
Statement,
any Preliminary Prospectus or the Prospectus, and the
Underwriter confirms
that the Underwriter Information is correct with
respect to
the Certificates it underwrites.
(c) (i) "ABS Informational and Computational Materials" shall
have the
meaning given such term in Item 1101 of Regulation AB.
(ii) "Approved
Offering Materials"
means the Preliminary
Prospectus.
(iii) "Contract
of Sale" has the same
meaning as in Rule
159 of the 1933 Act Regulations and all Commission guidance
relating
to Rule 159.
(iv) "Excluded
Information" shall
mean, with respect
to
(x) each of the Registration Statement, the Approved Offering
Materials and
the Prospectus, the information identified by
underlining or other
highlighting
as shown on
Exhibit E, and (y)
each Underwriter
Prepared Issuer FWP and each Underwriter Free
Writing Prospectus,
all information contained therein which is
restated in,
or is corrected and superseded by, the Approved
Offering Materials.
(v) "Free Writing Prospectus" shall have the meaning given
such term in Rules 405 and 433 of the 1933 Act Regulations.
(vi) "Issuer Free Writing Prospectus" shall mean any
Free
Writing Prospectus
prepared by or on behalf of the Company and
identified by the Company as an Issuer Free Writing Prospectus and
relating to the Certificates or the offering thereof.
(vii) "Issuer
Information" shall
mean any information of
the type specified in clauses (1) - (5) of footnote 271 of
Commission Release No. 33-8591 (Securities Offering Reform), other
than Underwriter
Derived
Information.
Consistent
with such
definition, "Issuer
Information" shall not be deemed to include any
information in a Free
Writing Prospectus solely by reason of the
Company's review of
the materials pursuant
to Section 4.4(e) below
and, consistent
with Securities Offering Reform Questions and
Answers,
November 30,
2005 promulgated by the staff of the
Commission, "Issuer
Information" shall not be deemed to include any
information in a Free Writing Prospectus solely by
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<PAGE>
reason that the
Underwriter has agreed not to use such Free Writing
Prospectus without consent of the Company.
(viii) "Permitted
Additional
Materials"
shall mean
information that
is not ABS Informational and Computational
Materials and (x) that are referred to in Section 4.4(c) so long as
any Issuer Information
provided by the Underwriter pursuant to
Section 4.4(c)
is limited to information included within the
definition of ABS
Informational and
Computational
Materials, (y)
that constitute
Certificate price,
yield, weighted average life,
subscription or allocation information, or a trade confirmation,
or
(z) otherwise with respect to which the Company has provided
written
consent to the
applicable Underwriter
to include in a Free Writing
Prospectus.
(ix) "Pool
Information" means
with respect to any Free
Writing
Prospectus, the
information
with
respect
to the
characteristics
of the Mortgage Loans and administrative and
servicing fees,
as provided by or on behalf of the Company or
Residential Funding to each applicable Underwriter at the time most
recent to
the date of such Free Writing Prospectus.
(x) "Underwriter
Derived Information" shall refer to
information of the
type described in
clause (5) of footnote 271 of
Commission Release No.
33-8591 (Securities
Offering Reform) when
prepared by any Underwriter, including traditional computational
and
analytical materials prepared by the Underwriter.
(xi) "Underwriter
Free Writing
Prospectus" shall
mean
all Free Writing Prospectuses prepared by or on behalf of any
Underwriter
other than
any Underwriter Prepared Issuer FWP,
including any Permitted Additional Materials.
(xii) "Underwriter Prepared Issuer FWP" shall mean
any
Free Writing Prospectus prepared by or on behalf of any
Underwriter
that contains any
Issuer Information,
including any Free Writing
Prospectus or
portion thereof prepared by or on behalf of any
Underwriter that
contains only a description of the final terms of
the Certificates or of the offering of the Certificates.
(xiii) "Written
Communication"
shall have the
meaning
given such term in Rule 405 of the 1933 Act Regulations.
(d) The Company
has been duly
incorporated
and is validly
existing
as a corporation in
good standing under the laws of the State of
Delaware and has the
requisite corporate
power to own its
properties and
to conduct
its business as presently conducted by it.
(e) The Company
was not, as of any date on or after which
a
bona fide
offer (as used in Rule 164(h)(2) of the 1933 Act Regulations)
of
the
Certificate is made an Ineligible Issuer, as such term is defined in
Rule 405
of the 1933 Act
Regulations. The
Company shall comply
with all
applicable
laws and regulations in connection with the use of Free Writing
Prospectuses,
including but not
limited to Rules 164 and 433 of the 1933
Act
Regulations
and all Commission guidance relating to Free Writing
Prospectuses, including but not limited to Commission Release No.
33-8591.
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<PAGE>
(f) This Agreement
has been duly
authorized,
executed and
delivered
by the Company.
(g) As of the Closing Date (as defined herein) the
Certificates will
conform in all
material respects to the description
thereof
contained in the Prospectus and the representations and
warranties
of the
Company in the Pooling
and Servicing
Agreement will be true and
correct in all
material respects.
1.2 Residential
Funding represents and warrants to, and agrees with
the Underwriter that as of the Closing Date the representations and warranties
of Residential Funding
in the Pooling and Servicing Agreement will be true and
correct in all material respects.
1.3 The Underwriter
represents and
warrants to and agrees with the
Company and Residential Funding that:
(a) No purpose of the Underwriter relating to the purchase of
the Class
R Certificates
by the Underwriter is or will be to
enable the
Company to
impede the assessment or collection of any tax.
(b) The Underwriter
has no present
knowledge or
expectation
that it
will be unable to pay any United States taxes owed by it so long
as any of
the Certificates remain outstanding.
(c) The Underwriter
has no present
knowledge or
expectation
that it
will become insolvent or subject to a bankruptcy proceeding for
so
long as
any of the Certificates remain outstanding.
(d) No purpose of the Underwriter relating to any sale of any
of the
Class R Certificates
by the Underwriter will be to enable it to
impede
the assessment or collection of tax. In this regard, the
Underwriter hereby
represents
to and for the benefit
of the Company and
Residential Funding
that the Underwriter
intends to pay taxes associated
with
holding the Class R
Certificates
(other than with respect to the
portion
of each of the Class R Certificates retained by Residential
Funding),
as they become due,
fully understanding
that it may incur
tax
liabilities in
excess of any cash flows generated by the Class R
Certificates.
(e) The Underwriter
will, in connection
with any transfer it
makes
of the Class R Certificates, obtain from its transferee the
affidavit
required by Section 5.02(f)(i)(B)(I)
of the Pooling and
Servicing
Agreement, will not
consummate any such transfer if it knows or
believes
that any representation contained in such affidavit is
false and
will
provide the Trustee with the Certificate required by Section
5.02(f)(i)(B)(II) of the Pooling and Servicing Agreement.
(f) The Underwriter
hereby certifies that (i) with respect to
any
classes of Certificates issued in authorized denominations or
Percentage
Interests of less than
a notional amount of
$2,000,000
or a
Percentage
Interest of 20% the
fair market value of each such Certificate
sold to
any person on
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<PAGE>
the date
of initial sale thereof by the Underwriter will not be less than
$100,000
and (ii) with respect to each class of Certificates to be
maintained
on the book-entry records of The Depository Trust Company
("DTC"),
the interest in each such class of Certificates sold to any
person on
the date of initial sale thereof by the Underwriter will not be
less
than the minimum denomination indicated for such class of
Certificates in the Prospectus Supplement.
(g) The Underwriter
will have funds
available at [ ], in the
Underwriter's account
at such bank at the time all documents are executed
and the
closing of the sale of the Certificates is completed,
except for
the transfer of funds and the
delivery of the
Certificates.
Such funds
will be
available for immediate transfer into the account of
Residential
Funding
maintained at such bank.
(h) As of the date
hereof and as of the
Closing Date, the
Underwriter has
complied with all of
its obligations
hereunder and all
Underwriter Prepared
Issuer FWP and Underwriter Information prepared by
the
Underwriter is accurate in all material respects (taking into account
the
assumptions explicitly
set forth in such Underwriter Prepared Issuer
FWP,
except for any Excluded Information and to the extent of (x) any
errors
therein that are caused by errors or omissions in the Pool
Information or (y) information accurately extracted from the Preliminary
Prospectus
Supplement or any
Issuer Free Writing
Prospectus and included
in any
Underwriter Prepared
Issuer FWP). The Underwriter Prepared Issuer
FWP
delivered to the Company, if any, constitute a complete set of
all
Underwriter
Prepared Issuer
FWP furnished to any investor by the
Underwriter in connection with the offering of any
Certificates.
(i) Prior to the Closing Date, the Underwriter shall notify
the
Company and Residential Funding of the earlier of (x) the date on
which
the Prospectus Supplement is first used and (y) the time of the
first
Contract of Sale to which such Prospectus Supplement relates.
1.4 The Underwriter covenants and agrees to pay directly, or
reimburse the Company
or Residential
Funding upon demand for (i) any and
all
taxes (including
penalties and interest) owed or asserted to be owed by
the
Company or Residential
Funding as a result of
a claim by the Internal Revenue
Service that
the transfer of the Class R Certificates to the Underwriter
hereunder or any transfer thereof by the Underwriter may be disregarded for
federal tax
purposes and (ii) any and all losses, claims, damages and
liabilities, including
attorney's fees and expenses, arising out of any failure
of the Underwriter to make payment or reimbursement in connection with
any such
assertion as required in (i) above. In addition, the Underwriter acknowledges
that on the Closing Date immediately after the transactions
described herein
it
will be the owner of the Class R Certificates (other than a de minimis
portion
of the Class R Certificates to be held by Residential
Funding) for federal
tax
purposes, and
the Underwriter covenants that it will not assert in any
proceeding that the transfer of the Class R Certificates from the
Company to the
Underwriter should be disregarded for any purpose.
2.
Purchase and Sale.
Subject to the terms and conditions and in reliance
upon the
representations and warranties herein set forth, the Company agrees
to
sell to you, and you agree to purchase from the Company, the
Certificates (other
than a de minimis portion of the Class R Certificates, which shall be
transferred by the Company to Residential Funding) at a price equal to
[_____]%
of the aggregate
certificate principal
balance of the
Certificates as of
the
Closing Date (as defined herein). There will be added to the
purchase price of
the Certificates
an amount equal to
interest accrued
thereon from the Cut-off
Date up to but not
including the
Closing Date. The purchase price for the
Certificates was agreed to by the Company in reliance upon the
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<PAGE>
transfer from the Company to the Underwriter of the tax
liabilities
associated
with the ownership of the Class R Certificates.
3.
Delivery and Payment. Delivery of and payment for the
Certificates
shall be made at the office of [Counsel to the Company] at 10:00
a.m., New York
City time, on
[_________],
20[__] or such later
date as you shall
designate,
which date and time may be postponed by agreement between you and the Company
(such date and time of delivery and payment for the Certificates being herein
called the "Closing
Date"). Delivery of
the Series
20[__]-[____], Class
A-1,
Class A-2 and Class A-3 Certificates shall be made to you through
the Depository
Trust Company ("DTC") (such Certificates, the "DTC Registered Certificates"),
and delivery of the Class R Certificates (the "Definitive
Certificates")
shall
be made in registered, certificated form, in each case against
payment by you of
the purchase price
thereof to or upon the order of the Company by wire transfer
in immediately available funds. The Definitive Certificates shall be
registered
in such names and in such denominations as you may request not less than two
business days in
advance of the Closing
Date. The Company
agrees to have the
Definitive Certificates available for inspection, checking and packaging by you
in New York, New York not later than 9:00 a.m. on the Closing
Date.
4.
Offering by Underwriter.
4.1 It is understood that you propose to offer the Certificates for
sale to the public as
set forth in the
Prospectus and you
agree that all such
offers and sales by you shall be made in compliance with all
applicable laws and
regulations. Prior to
the date of the first
Contract of Sale made based on the
Approved Offering
Materials,
you have not pledged, sold, disposed of or
otherwise transferred
any Certificate, Mortgage Loans or any interest in
any
Certificate.
4.2 It is
understood
that you will solicit
offers to purchase
the
Certificates as follows:
(a) Prior to the time you have received the Approved Offering
Materials
you may, in compliance
with the provisions of
this Agreement,
solicit
offers to purchase Certificates; provided, that you shall not
accept any
such offer to purchase
a Certificate
or any interest in any
Certificate or Mortgage Loan or otherwise enter into any Contract of
Sale
for any
Certificate, any
interest in any Certificate or any Mortgage Loan
prior to
your conveyance of Approved Offering Materials to the investor.
(b) any Written
Communication relating
to the Certificates
made by an
Underwriter
in compliance with the terms of this
Agreement
prior to
the time such Underwriter has entered into a Contract of Sale
for
Certificates with the
recipient shall prominently set forth the following
statements
(or a substantially similar statements approved by the
Company):
The information in this free writing prospectus, if conveyed prior
to the time of your
contractual commitment
to purchase any of
the
Certificates,
supersedes any
information
contained in any prior
similar materials
relating to the Certificates. The information in
this free writing
prospectus
is preliminary, and is subject to
completion or
change. This free writing prospectus is being
delivered to you
solely to provide you with information about the
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<PAGE>
offering of the
Certificates
referred to in this free writing
prospectus
and to solicit an
offer to purchase
the Certificates,
when, as and if issued. Any such offer to purchase made by
you will
not be accepted and will not constitute a contractual commitment by
you to purchase any of the Certificates, until we have accepted
your
offer to purchase Certificates.
The Certificates referred to in these materials are being sold
when,
as and if issued. The
issuing entity is not obligated to issue such
Certificates or
any similar security and the underwriter's
obligation to deliver such Certificates is subject to the
terms and
conditions of the underwriting agreement with the issuing entity
and
the availability of such Certificates when, as and if issued by the
issuing entity. You
are advised that the terms of the Certificates,
and the
characteristics of the mortgage loan pool backing them, may
change (due, among
other things, to the
possibility that
mortgage
loans that comprise
the pool may become
delinquent or defaulted or
may be removed or replaced and that similar or different mortgage
loans may be added to
the pool, and that one or more classes of
Certificates may be
split, combined
or eliminated), at any time
prior to issuance or
availability of a
final prospectus.
You are
advised that
Certificates
may not be issued that have the
characteristics
described in these
materials.
The underwriter's
obligation to sell such Certificates to you is conditioned on the
mortgage loans and Certificates having the characteristics
described
in these materials.
If for any reason the
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 you will not enter into a Contract of
Sale
with any investor
until the Approved
Offering Materials
have been conveyed to
the investor
with respect to the Certificates which are the subject of such
Contract of Sale.
4.4 It is understood that you may prepare and provide to
prospective
investors
certain Free
Writing Prospectuses, subject to the following
conditions:
(a) Unless preceded or accompanied by a prospectus satisfying
the
requirements of
Section 10(a) of the Act, the Underwriter shall not
convey or
deliver any Written
Communication to any
person in
connection
with
the initial offering of the Certificates, unless such Written
Communication (i) is
made in reliance
on Rule 134 under
the Act, (ii)
constitutes a prospectus satisfying the requirements of Rule 430B under
the Act or
(iii) constitutes
a Free Writing Prospectus (as defined in
Section
1.1(c) above) consisting solely of (x) information of a type
included
within the
definition of ABS
Informational
and Computational
Materials
(as defined below),
(y) Permitted
Additional Materials
or (z)
information accurately extracted from the Preliminary
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<PAGE>
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) prepared by the Underwriter or (ii) to the extent
such
information consists
of the terms of the Certificates, the final version
of the
terms of the Certificates or substantially similar information is
contained
either in an Issuer Free Writing Prospectus or in an
Underwriter
Prepared
Issuer FWP in compliance with Section 4.4(e).
(d) All Free Writing
Prospectuses
provided to prospective
investors,
whether or not filed
with the Commission,
shall bear a legend
including
the following
statement (or a substantially similar statement
approved
by the Company):
"THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A
PROSPECTUS) WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE
SEC) FOR THE OFFERING
TO WHICH THIS
COMMUNICATION
RELATES.
BEFORE YOU INVEST,
YOU SHOULD
READ THE PROSPECTUS IN THAT
REGISTRATION STATEMENT
AND OTHER DOCUMENTS
THE DEPOSITOR HAS
FILED WITH THE SEC FOR
MORE COMPLETE
INFORMATION
ABOUT THE
DEPOSITOR AND THE OFFERING. YOU MAY GET THESE DOCUMENTS AT
NO
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