EXHIBIT 1.1
RESIDENTIAL ASSET SECURITIES CORPORATION
Mortgage Asset-Backed Pass-Through Certificates, Series [Deal Name]
Initial Principal Amount
Class
Initial Pass-Through Rate
$[____]
Class A-1 Certificates
[___]%
$[____]
Class A-2 Certificates
[___]%
$[____]
Class A-3 Certificates
[___]%
$[____]
Class R Certificates
[___]%
UNDERWRITING AGREEMENT (ITERATIVE)
[___________] [__], 20[__]
[Underwriter]
Ladies and Gentlemen:
Residential Asset Securities
Corporation,
a Delaware corporation (the "Company"),
proposes to sell to you (also referred to
herein as the "Underwriter")
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series [Deal Name], Class A-1, Class A-2, Class A-3,
and Class R Certificates (collectively,
the "Certificates"),
other than a de minimis portion of the Class R Certificates,
having the
aggregate
principal amounts and Pass-Through
Rates set forth above. The
Certificates,
together with the Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3
Certificates
of the same series,
will evidence the entire
beneficial
interest in the Trust
Fund (as
defined
in the
Pooling
and
Servicing
Agreement
referred
to
below),
consisting
primarily
of a pool (the
"Pool") of
conventional,
fixed-rate,
one- to
four-family
residential
first lien
mortgage
loans (the
"Mortgage
Loans") as described in the
Prospectus
Supplement (as hereinafter
defined) to be sold by the Company.
A de minimis portion of the Class R Certificates
will not
be sold hereunder and will be held by Residential Funding
Corporation ("Residential Funding").
The
Certificates
will be issued pursuant to a pooling and servicing
agreement,
dated as of [________]
[__],
200[__] (the
"Pooling and Servicing Agreement"),
among the Company, as seller, Residential Funding, as master
servicer, and [_________], as trustee
(the "Trustee").
The
Certificates are described more fully in the Base Prospectus and
the Prospectus
Supplement (each as hereinafter
defined), which the Company has furnished to you.
1.
Representations, Warranties and Covenants.
1.1
The Company represents and warrants to, and agrees with you that:
(a)
The
Company
has filed with the
Securities
and
Exchange
Commission
(the
"Commission")
a
registration
statement
(No.
333-[_____])
on Form S-3 for the
registration
under the
Securities
Act of 1933,
as
amended
(the
"Act"),
of
Mortgage
Asset-Backed
Pass-Through
Certificates
(issuable in series),
including the Certificates,
which registration statement has
become
effective,
and a copy of which,
as amended to the date hereof,
has
heretofore
been
delivered to you. The Company
proposes to file with the Commission
pursuant to Rule 424(b) under the rules and regulations of the
Commission
under the Act
(the "1933 Act Regulations") a prospectus supplement (the
"Prospectus
Supplement"),
to the prospectus dated [________] [__],
200[__] (the "Base
Prospectus"),
relating to the
Certificates
and the method of distribution
thereof.
Such
registration
statement (No.
333-[________])
including exhibits thereto and any information
incorporated therein by reference, as amended
at the date
hereof,
is
hereinafter
called
the
"Registration
Statement";
and the
Base
Prospectus
and the
Prospectus
Supplement and any information
incorporated
therein by reference,
together with any amendment thereof or supplement thereto
authorized by the Company on or prior to the Closing Date (as
defined
herein) for use in connection
with the offering of the
Certificates, are hereinafter called the "Prospectus."
(b)
The
Registration
Statement has become
effective,
and the
Registration
Statement as of the effective date (the "Effective
Date," as defined in this
paragraph),
and the
Prospectus,
as of the date of the
Prospectus
Supplement,
complied
in all
material respects with the applicable
requirements of the Act and the 1933 Act Regulations;
and the Registration
Statement,
as of the
Effective
Date,
did not contain any untrue
statement
of a material
fact and did not omit to state any material
fact required to be stated therein or necessary to make the
statements
therein not
misleading;
and each Issuer Free Writing
Prospectus
(as defined
herein) as of its date did not and at all times prior to the date
of the Prospectus
Supplement
will
not, and the Prospectus,
as of the date of the Prospectus
Supplement did not and as of the Closing Date will not, contain an
untrue
statement
of a material
fact and did not and will not omit to state a material
fact
necessary in order to make the
statements
therein,
in the light of the circumstances
under which they were made, not misleading (except in the case of
any
Issuer Free Writing
Prospectus,
any omission with respect to
information
included in the
definition
of Senior
Structure
Information);
provided,
however, that neither the Company nor Residential Funding makes any
representations or warranties as
to the
information
contained in or omitted from the
Registration
Statement or the
Prospectus or any amendment
thereof or
supplement
thereto
relating to the
information
therein that is Excluded
Information
(as defined
herein);
and provided,
further,
that neither the Company nor
Residential
Funding
makes any
representations
or
warranties
as to either (i) any
information
contained in any Underwriter
Prepared Issuer FWP (as defined herein) or Underwriter Free Writing
Prospectus (as
defined
herein)
except,
in each
case,
to the
extent of (x) any
information
set forth
therein
that
constitutes
Pool
Information (as defined below) or (y) any information
accurately extracted from the Preliminary
Prospectus Supplement or any
Issuer Free Writing
Prospectus and included in any Underwriter
Prepared Issuer FWP or Underwriter
Free Writing
Prospectus,
or (ii) any
information
contained in or omitted from the
portions of the
Prospectus
identified
by
underlining
or other
highlighting
as shown in Exhibit F (the
"Underwriter
Information").
The Effective
Date shall mean the earlier of the date
on which the
Prospectus
Supplement
is first used and the time of the first
Contract of Sale (as
defined
herein) to which
such Prospectus
Supplement
relates.
The initial effective date of the Registration
Statement was within three years of the
Closing Date. If the third
anniversary
of the initial
effective
date occurs within six months after the Closing Date,
the
Company will use best efforts to take such action as may be
necessary or
appropriate
to permit the public
offering and sale
of the Certificates as contemplated
hereunder.
The Company
acknowledges
that the Underwriter
Information
constitutes the
only
information
furnished
in
writing
by you or on
your
behalf
for
use in
connection
with
the
preparation
of the
Registration Statement or the Prospectus, and the Underwriter
confirms that the Underwriter Information is correct.
(c)
(i) "ABS Informational and Computational Materials" shall have the
meaning given such term in Item 1101 of Regulation AB.
(ii)
"Approved Offering Materials" means with respect to any class of
Certificates
anticipated to be rated in the highest category
by any Rating Agency,
collectively the following documents as most recently provided by
the Company and designated in writing
by the
Company as
Approved
Offering
Materials
prior to the time of any
Contract
of Sale:
(i) one or more term
sheets,
providing factual
information about the Certificates and the structure and basic
parameters
thereof
(excluding
information
about the subdivision of the senior classes into tranches),
the basic terms of the subordination or other credit enhancements
if known,
factual
information about the Mortgage Loans (which may include
parameters or "stips" or tabular data prepared by
the Company),
the identity of and basic information
about key parties to the transaction known to the Company,
and the tax,
ERISA and SMMEA
characteristics
of the Certificates,
(ii) a term sheet
supplement,
containing risk factors and additional
information of the type to appear in the Prospectus
Supplement to the extent known, and (iii) the Base Prospectus,
which may
be provided by a weblink.
Each of the items
described in (i) and (ii) in the preceding
sentence shall
constitute an Issuer
Free Writing
Prospectus and any additional
information
provided by the
Underwriter
shall
constitute an Underwriter
Free
Writing
Prospectus
or
Underwriter
Prepared
Issuer
FWP,
as the case may be.
With
respect to any class of
Certificates
anticipated to be rated in the second highest or a lower category
by any Rating Agency,
"Approved
Offering
Materials" means
the Prospectus.
(iii)
"Contract of Sale" has the same meaning as in Rule 159 of the 1933
Act
Regulations
and all Commission
guidance
relating to
Rule 159.
(iv)
"Excluded
Information"
shall mean, with respect to each of the
Registration
Statement and the Prospectus,
the information
identified by underlining or other highlighting as shown on Exhibit
E.
(v)
"Free Writing Prospectus" shall have the meaning given such term in
Rules 405 and 433 of the 1933 Act Regulations.
(vi)
"Issuer Free Writing Prospectus" shall mean any Free Writing
Prospectus prepared by or on behalf of the Company and identified
by the Company as an Issuer Free Writing Prospectus and relating to
the Certificates or the offering thereof.
(vii)
"Issuer
Information"
shall mean any
information
of the type
specified in clauses (1) - (5) of footnote 271 of
Commission
Release No. 33-8591 (Securities Offering Reform), other than
Underwriter Derived Information. Consistent with such definition,
"Issuer
Information"
shall not be deemed to include any
information
in a Free Writing
Prospectus
solely by reason of the
Company's review of the materials pursuant to Section 4.4(e)
below and,
consistent with Securities Offering Reform Questions
and Answers, November 30, 2005 promulgated by the staff of the
Commission, "Issuer Information" shall not be deemed to include
any
information in a Free Writing
Prospectus
solely by reason that the
Underwriter has agreed not to use such Free Writing
Prospectus without consent of the Company.
(viii)
"Permitted Additional Materials" shall mean information that is not
ABS Informational and Computational Materials and (x) that
are referred to in Section 4.4(c) so long as any Issuer Information
provided by the Underwriter pursuant to Section 4.4(c) is
limited to information
included within the definition of ABS Informational and
Computational
Materials,
(y) that constitute
Certificate
price,
yield,
weighted
average life,
subscription
or allocation
information,
or a trade
confirmation,
or
(z) otherwise
with respect to which the Company has provided
written consent to the Underwriter to include in a Free Writing
Prospectus.
(ix)
"Pool Information" means with respect to any Free Writing
Prospectus,
the information with respect to the characteristics of
the Mortgage Loans and administrative and servicing fees, as
provided by or on behalf of the Company or Residential Funding to
the Underwriter at the time most recent to the date of such Free
Writing Prospectus.
(x)
"Senior Structure
Information" shall mean, with respect to each class of Certificates
anticipated to be rated in the highest
category by any Rating Agency
(collectively,
the "Senior
Certificates"),
(i) the Pass-Through Rate if a fixed rate, or the
formula for
determining
the
Pass-Through
Rate, (ii) the terms and the provider of any yield
maintenance
agreement,
swap
agreement or other agreement that provides payments payable on any
class of the Senior
Certificates,
(iii) the terms and the
provider of any surety bond,
financial guaranty insurance policy, or other insurance policy
regarding any class of the Senior
Certificates not known to the Company when the Approved Offering
Materials were prepared, (iv) the allocation to each class of
Senior
Certificates of the aggregate amount of the cashflow payable among
the Senior Certificates
collectively,
and (v) the
allocation
to each class of Senior
Certificates
of the
aggregate
amount of any
Realized
Losses
allocable to the Senior
Certificates collectively.
(xi)
"Underwriter Derived Information" shall refer to information of the
type described in clause (5) of footnote 271 of Commission
Release No. 33-8591 (Securities
Offering Reform) when prepared by the Underwriter,
including
traditional
computational and
analytical materials prepared by the Underwriter.
(xii)
"Underwriter
Free Writing
Prospectus" shall mean all Free Writing
Prospectuses
prepared by or on behalf of the Underwriter
other than any Underwriter Prepared Issuer FWP, including any
Permitted Additional Materials.
(xiii)
"Underwriter
Prepared Issuer FWP" shall mean any Free Writing
Prospectus or portion thereof
prepared by or on behalf of the
Underwriter
that contains only a description of the final terms of the
Certificates
or of the offering of the
Certificates
after the final terms have been established for all classes of
Senior Certificates.
(xiv)
"Written Communication" shall have the meaning given such term in
Rule 405 of the 1933 Act Regulations.
(d)
The Company has been duly
incorporated
and is validly existing as a corporation in good standing under the
laws of the State
of Delaware and has the requisite
corporate
power to own its properties
and to conduct its business as presently
conducted
by it.
(e)
The
Company
was
not,
as of any
date on or after
which a bona
fide
offer
(as
used in Rule
164(h)(2)
of the 1933 Act
Regulations)
of the
Certificate
is made an
Ineligible
Issuer,
as
such
term is
defined
in Rule
405 of the
1933
Act
Regulations.
The Company shall comply with all applicable
laws and
regulations
in connection
with the use of Free Writing
Prospectuses,
including
but not
limited
to Rules
164 and 433 of the
1933 Act
Regulations
and all
Commission
guidance
relating to Free Writing Prospectuses, including but not limited to
Commission Release No. 33-8591.
(f)
This Agreement has been duly authorized, executed and delivered by
the Company.
(g)
As of the Closing Date (as defined herein) the Certificates will
conform in all material
respects to the description
thereof
contained in the
Prospectus
and the
representations
and
warranties of the Company in the Pooling and Servicing
Agreement
will be true and correct in all material respects.
1.2
Residential
Funding
represents
and
warrants to, and agrees with you that as of the Closing
Date the
representations
and
warranties of Residential Funding in the Pooling and Servicing
Agreement will be true and correct in all material respects.
1.3
The Underwriter represents and warrants to and agrees with the
Company and Residential Funding that:
(a)
No purpose of the
Underwriter
relating
to the
purchase of the Class R
Certificates
by the
Underwriter
is or will be to
enable the Company to impede the assessment or collection of any
tax.
(b)
The
Underwriter has no present
knowledge or expectation
that it will be unable to pay any United States taxes owed by it so
long as any of the Certificates remain outstanding.
(c)
The Underwriter has no present
knowledge or expectation that it will become
insolvent or subject to a bankruptcy
proceeding
for so long as any of the Certificates remain outstanding.
(d)
No purpose of the Underwriter
relating to any sale of any of the Class R Certificates
by the
Underwriter
will be to enable
it to impede the assessment or collection of tax. In this regard,
the
Underwriter
hereby
represents to and for the benefit
of the
Company
and
Residential
Funding
that the
Underwriter
intends to pay taxes
associated
with
holding the Class R
Certificates
(other than with respect to the portion of each of the Class R
Certificates
retained by
Residential
Funding),
as they become due, fully
understanding
that it may incur tax liabilities in excess of any cash flows
generated by the Class
R Certificates.
(e)
The Underwriter
will, in connection
with any transfer it makes of the Class R
Certificates,
obtain from its transferee the
affidavit required by Section
5.02(f)(i)(B)(I) of the Pooling and Servicing Agreement,
will not consummate any such transfer
if it knows or believes
that any
representation
contained in such
affidavit is false and will provide the Trustee with the
Certificate required by Section 5.02(f)(i)(B)(II) of the Pooling
and Servicing Agreement.
(f)
The Underwriter
hereby certifies that (i) with respect to any classes of
Certificates
issued in authorized
denominations or
Percentage
Interests of less than a notional
amount of $2,000,000
or a Percentage
Interest of 20% the fair market value of
each such
Certificate
sold to any
person on the date of
initial
sale
thereof
by the
Underwriter
will not be less than
$100,000 and (ii) with respect to each class of
Certificates
to be maintained on the
book-entry
records of The
Depository
Trust
Company
("DTC"),
the
interest
in each such class of
Certificates
sold to any
person on the date of initial
sale
thereof by the
Underwriter
will not be less than the minimum
denomination
indicated for such class of
Certificates in the
Prospectus Supplement.
(g)
The
Underwriter
will
have
funds
available
at
[_________],
in the
Underwriter's
account
at such bank at the time all
documents
are executed and the closing of the sale of the
Certificates
is
completed,
except for the transfer of funds and
the
delivery of the
Certificates.
Such funds will be
available
for
immediate
transfer
into the account of
Residential
Funding maintained at such bank.
(h)
As of the date hereof and as of the Closing Date, the Underwriter
has complied with all of its obligations
hereunder and all
information
contained in any
Underwriter
Free Writing
Prospectus
and in any
Underwriter
Prepared
Issuer FWP as used in
connection
with any Contract of Sale and all
Underwriter
Information
are accurate in all
material
respects
(taking into
account
the
assumptions
explicitly
set
forth
in
such
Underwriter
Prepared
Issuer
FWP or
Underwriter
Free
Writing
Prospectus),
except to the extent of (x) any errors
therein that are caused by errors or
omissions in the Pool
Information
or (y)
information
accurately
extracted from any Issuer Free Writing
Prospectus and included in any
Underwriter
Prepared
Issuer FWP or Underwriter Free Writing Prospectus.
(i)
Prior to the Closing Date, the
Underwriter
shall notify the Company and
Residential
Funding of the earlier of (x) the date
on which the
Prospectus
Supplement
is first used and (y) the time of the first
Contract
of Sale to which such
Prospectus
Supplement relates.
1.4
The
Underwriter
covenants and agrees to pay directly,
or reimburse the Company or
Residential
Funding upon demand for (i)
any and all taxes (including
penalties and interest) owed or asserted to be owed by the Company
or Residential
Funding as a result of
a claim by the Internal
Revenue
Service that the transfer of the Class R Certificates
to the
Underwriter
hereunder or any transfer
thereof by the Underwriter may be disregarded for federal tax
purposes and (ii) any and all losses,
claims,
damages and
liabilities,
including
attorney's fees and expenses,
arising out of any failure of the Underwriter to make payment or
reimbursement in connection
with any such
assertion as required in (i) above.
In addition,
the
Underwriter
acknowledges
that on the Closing Date
immediately
after the
transactions
described
herein it will be the owner of the Class R
Certificates
(other
than a de minimis
portion of the
Class R
Certificates
to be held by
Residential
Funding) for federal tax purposes,
and the
Underwriter
covenants that it will not
assert in any proceeding that the transfer of the Class R
Certificates
from the Company to the
Underwriter
should be disregarded for
any purpose.
2.
Purchase and Sale.
Subject to the terms and conditions
and in reliance upon the
representations
and warranties
herein set
forth,
the Company
agrees to sell to you,
and you agree to purchase
from the
Company,
the
Certificates
(other than a de minimis
portion of the Class R
Certificates,
which shall be transferred
by the Company to Residential
Funding) at a price equal to [_____]%
of the aggregate certificate
principal balance of the Certificates as of the Closing Date (as
defined herein).
There will be added to
the purchase price of the
Certificates
an amount equal to interest
accrued thereon from the Cut-off Date up to but not including the
Closing Date.
The purchase price for the
Certificates
was agreed to by the Company in reliance upon the transfer from the
Company to
the Underwriter of the tax liabilities associated with the
ownership of the Class R Certificates.
3.
Delivery and Payment.
Delivery of and payment for the Certificates
shall be made at the office of [Mayer,
Brown, Rowe & Maw
LLP] [Orrick,
Herrington & Sutcliffe
LLP] at 10:00 a.m.,
New York City time, on [________]
[__],
200[__] or such later date as you
shall
designate,
which date and time may be postponed by
agreement
between you and the Company
(such date and time of delivery and
payment for the
Certificates
being herein called the "Closing
Date").
Delivery of the [Deal Name],
Class A-1,
Class A-2 and Class
A-3
Certificates
shall be made to you
through
the
Depository
Trust
Company
("DTC")
(such
Certificates,
the
"DTC
Registered
Certificates"),
and delivery of the Class R Certificates
(the "Definitive
Certificates")
shall be made in registered,
certificated
form,
in each case
against
payment by you of the
purchase
price
thereof to or upon the order of the
Company by wire
transfer in
immediately
available
funds.
The
Definitive
Certificates
shall be registered in such names and in such
denominations
as you may
request
not less than two
business
days in advance of the
Closing
Date.
The Company
agrees to have the
Definitive
Certificates
available for inspection, checking and packaging by you in New
York, New York not later than 9:00 a.m. on the Closing Date.
4.
Offering by Underwriter.
4.1
It is understood
that you propose to offer the
Certificates
for sale to the public as set forth in the
Prospectus
and you
agree that all such offers and sales by you shall be made in
compliance
with all applicable
laws and
regulations.
Prior to the date
of the first
Contract of Sale made based on the Approved
Offering
Materials,
you have not pledged,
sold,
disposed of or otherwise
transferred any Certificate, Mortgage Loans or any interest in any
Certificate.
4.2
It is understood that you will solicit offers to purchase the
Certificates as follows:
(a)
Prior to the time you have
received the Approved
Offering
Materials
you may, in
compliance
with the
provisions
of this
Agreement,
solicit offers to purchase
Certificates;
provided,
that you shall not accept any such offer to purchase a Certificate
or
any interest in any
Certificate
or Mortgage Loan or otherwise
enter into any Contract of Sale for any
Certificate,
any interest in
any Certificate or any Mortgage Loan prior to your conveyance of
Approved Offering Materials to the investor.
(b)
any Written
Communication
relating to the Certificates made by an Underwriter in compliance
with the terms of this Agreement
prior to the time such
Underwriter
has entered into a Contract of Sale for
Certificates
with the recipient
shall
prominently
set
forth the following statements (or a substantially similar
statements approved by the Company):
The information in this free writing prospectus, if conveyed prior
to the time of your contractual
commitment to purchase any of the Certificates, supersedes any
information contained in any prior
similar materials relating to the Certificates.
The information in this free writing prospectus
is preliminary, and is subject to completion or change.
This free writing prospectus is being
delivered to you solely to provide you with information about the
offering of the Certificates
referred to in this free writing prospectus and to solicit an offer
to purchase the Certificates,
when, as and if issued.
Any such offer to purchase made by you will not be accepted and
will not
constitute a contractual commitment by you to purchase any of the
Certificates, until we have
accepted your offer to purchase Certificates.
The Certificates referred to in these materials are being sold
when, as and if issued.
The issuer
is not obligated to issue such Certificates or any similar security
and the underwriter's
obligation to deliver such Certificates is subject to the terms and
conditions of the underwriting
agreement with the issuer and the availability of such Certificates
when, as and if issued by the
issuer.
You are advised that the terms of the Certificates, and the
characteristics of the
mortgage loan pool backing them, may change (due, among other
things, to the possibility that
mortgage loans that comprise the pool may become delinquent or
defaulted or may be removed or
replaced and that similar or different mortgage loans may be added
to the pool, and that one or
more classes of Certificates may be split, combined or eliminated),
at any time prior to issuance
or availability of a final prospectus.
You are advised that Certificates may not be issued that
have the characteristics described in these materials.
The underwriter's obligation to sell such
Certificates to you is conditioned on the mortgage loans and
Certificates having the
characteristics described in these materials.
If
for any reason the issuer does not deliver such
Certificates, the underwriter will notify you, and neither the
issuer nor any underwriter will
have any obligation to you to deliver all or any portion of the
Certificates which you have
committed to purchase, and none of the issuer nor any underwriter
will be liable for any costs or
damages whatsoever arising from or related to such non-delivery.
4.3
It is
understood
that you will not enter into a Contract of Sale with any
investor
until the Approved
Offering
Materials
have been conveyed to the investor with respect to the Certificates
which are the subject of such Contract of Sale.
4.4
It is understood that you may prepare and provide to prospective
investors certain Free Writing
Prospectuses,
subject to the
following conditions:
(a)
Unless
preceded or
accompanied
by a prospectus
satisfying the
requirements
of Section 10(a) of the Act, the
Underwriter
shall not
convey or
deliver
any
Written
Communication
to any
person in
connection
with the
initial
offering
of the
Certificates,
unless
such
Written
Communication
(i) is made in
reliance on Rule 134 under the Act,
(ii)
constitutes
a
prospectus
satisfying the requirements of Rule 430B under the Act or (iii)
constitutes a Free Writing
Prospectus (as defined
in Section 1.1(c) above)
consisting solely of
(x) information
of a type included within the definition of ABS Informational
and Computational
Materials (as defined below),
(y) Permitted
Additional Materials or (z) information
accurately extracted
from 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,
whet
