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, Xxxx & Maw
LLP] [Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx 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, 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 Certificates 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 Certificates contained in such Underwriter Free Writing Prospectus or any
Underwriter Prepared Issuer FWP shall not be inconsistent with the description of the Certificates 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 Certificates 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
Certificates. 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 Certificates 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 Certificates 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
Certificates from any prospective investor in a class of Certificates with denominations of less than $25,000 or otherwise
designated as a "retail" class of Certificates, and the Underwriter shall not authorize any such use of any Free Writing
Prospectus by any dealer that purchases any such Certificates 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 Certificates, (a)
if less than 10% of the aggregate certificate principal balance of such class of Certificates 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 Certificates has
been sold to the public as of such date but no single price is paid for at least 10% of the aggregate certificate principal balance
of such class of Certificates, then the weighted average price at which the Certificates of such class were sold expressed as a
percentage of the certificate principal balance of such class of Certificates sold, or (c) the first single price at which at least
10% of the aggregate certificate principal balance of such class of Certificates was sold to the public, (ii) the prepayment
assumption used in pricing each class of Certificates, 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 Certificates 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.
5. Agreements. The Company and you agree as follows:
5.1 Before amending or supplementing the Registration Statement or the Prospectus with respect to the Certificates, the Company
will furnish you with a copy of each such proposed amendment or supplement.
5.2 The Company will cause the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 424(b)
under the Act by means reasonably calculated to result in filing with the Commission pursuant to said rule.
5.3 If, during the period after the first date of the public offering of the Certificates in which a prospectus relating to the
Certificates is required to be delivered under the Act, any event occurs as a result of which it is necessary to amend or supplement
the Prospectus, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply
with the Act or the 1933 Act Regulations, the Company promptly will prepare and furnish, at its own expense, to you, either
amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with
law.
5.4 If the Company or the Underwriter determines or becomes aware that any Written Communication (including without limitation
any Free Writing Prospectus) or oral statement (when considered in conjunction with all information conveyed at the time of Contract
of Sale) contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light
of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, either the
Company or the Underwriter may prepare corrective information with notice to the other party, and the Underwriter shall deliver such
information in a manner reasonably acceptable to both parties, to any person with whom a Contract of Sale was entered into, and such
information shall provide any such person with the following:
(a) Adequate disclosure of the contractual arrangement;
(b) Adequate disclosure of the person's rights under the existing Contract of Sale at the time termination is sought;
(c) Adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information
given at the time of the original Contract of Sale; and
(d) A meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not
enter into a new Contract of Sale.
Any costs incurred to the investor in connection with any such termination or reformation shall be subject to Sections 7.1 and 7.2,
as applicable.
5.5 The Company will furnish to you, without charge, a copy of the Registration Statement (including exhibits thereto) and, so
long as delivery of a prospectus by an underwriter or dealer may be required by the Act, as many copies of the Prospectus, any
documents incorporated by reference therein and any amendments and supplements thereto as you may reasonably request; provided,
however, that if the Prospectus is not delivered with the confirmation in reliance on Rule 172, you will provide the notice specified
in Section 4.6 in every confirmation and will deliver a paper copy of the prospectus to those investors that request a paper copy
thereof.
5.6 The Company agrees, so long as the Certificates shall be outstanding, or until such time as you shall cease to maintain a
secondary market in the Certificates, whichever first occurs, to deliver to you the annual statement as to compliance delivered to
the Trustee pursuant to Section 3.18 of the Pooling and Servicing Agreement and the annual statement of a firm of independent public
accountants furnished to the Trustee pursuant to Section 3.19 of the Pooling and Servicing Agreement, as soon as such statements are
furnished to the Company.
5.7 The Company will endeavor to arrange for the qualification of the Certificates for sale under the laws of such jurisdictions
as you may reasonably designate and will maintain such qualification in effect so long as required for the initial distribution of
the Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where
it is not now so subject.
5.8 If the transactions contemplated by this Agreement are consummated, the Company or Residential Funding will pay or cause to
be paid all expenses incident to the performance of the obligations of the Company and Residential Funding under this Agreement, and
will reimburse you for any reasonable expenses (including reasonable fees and disbursements of counsel) reasonably incurred by you in
connection with qualification of the Certificates for sale and determination of their eligibility for investment under the laws of
such jurisdictions as you have reasonably requested pursuant to Section 5.7 above and the printing of memoranda relating thereto, for
any fees charged by investment rating agencies for the rating of the Certificates, and for expenses incurred in distributing the
Prospectus (including any amendments and supplements thereto) to the Underwriter. Except as herein provided, you shall be
responsible for paying all costs and expenses incurred by you, including the fees and disbursements of your counsel, in connection
with the purchase and sale of the Certificates.
5.9 If, during the period after the Closing Date in which a prospectus relating to the Certificates is required to be delivered
under the Act, the Company receives notice that a stop order suspending the effectiveness of the Registration Statement or preventing
the offer and sale of the Certificates is in effect, the Company will advise you of the issuance of such stop order.
5.10 The Company shall file any Issuer Free Writing Prospectus, and any Underwriter Prepared Issuer FWP provided to it by the
Underwriter under Section 4.4, not later than the date of first use thereof, except that:
(a) any Issuer Free Writing Prospectus or Underwriter Prepared Issuer FWP or portion thereof otherwise required to be filed that
contains only (1) a description of the final terms of the Certificates may be filed by the Company within two days of the
later of the date such final terms have been established for all classes of Certificates and the date of first use, and (2)
a description of the terms of the Certificates that does not reflect the final terms after they have been established for
all classes of all Certificates is not required to be filed; and
(b) if the Issuer Free Writing Prospectus or Underwriter Prepared Issuer FWP includes only information of a type included in the
definition of ABS Informational and Computational Materials, the Company shall file the same within the later of two
business days after the Underwriter first provides this information to investors and the date upon which the Company is
required to file the Prospectus Supplement with the Commission pursuant to Rule 424(b)(3) of the Act.
provided further, that prior to the filing of any Underwriter Prepared Issuer FWP by the Company, the Underwriter must comply with
its obligations pursuant to Section 4.4 and that the Company shall not be required to file any Free Writing Prospectus to the extent
such Free Writing Prospectus includes information in a Free Writing Prospectus or Prospectus previously filed with the Commission or
that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission.
5.11 The Underwriter shall file any Underwriter Free Writing Prospectus that has been distributed by the Underwriter in a manner
reasonably designed to lead to its broad, unrestricted dissemination within the later of two business days after the Underwriter
first provides this information to investors and the date upon which the Company is required to file the Prospectus Supplement with
the Commission pursuant to Rule 424(b)(3) of the Act or otherwise as required under Rule 433 of the Act; provided, however, that the
Underwriter shall not be required to file any Underwriter Free Writing Prospectus to the extent such Underwriter Free Writing
Prospectus includes information in a Free Writing Prospectus or Prospectus previously filed with the Commission or that does not
contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission.
5.12 The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual
counterparty to the Company with respect to the offering of securities contemplated hereby (including in connection with determining
the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.
Additionally, the Underwriter is not advising the company or any other person as to any legal, tax, investment, accounting or
regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be
responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter
shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriter of the Company, the
transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the
Underwriter and shall not be on behalf of the Company.
6. Conditions to the Obligations of the Underwriter. The Underwriter's obligation to purchase the Certificates shall be
subject to the following conditions:
6.1 No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that
purpose shall be pending or, to the knowledge of the Company, threatened by the Commission; and the Prospectus Supplement shall have
been filed or transmitted for filing by means reasonably calculated to result in a filing with the Commission pursuant to Rule 424(b)
under the Act.
6.2 Since [________] [__], 200[__] there shall have been no material adverse change (not in the ordinary course of business) in
the condition of the Company or Residential Funding.
6.3 The Company shall have delivered to you a certificate, dated the Closing Date, of the President, a Senior Vice President or
a Vice President of the Company to the effect that the signer of such certificate has examined this Agreement, the Approved Offering
Materials, the Prospectus, the Pooling and Servicing Agreement and various other closing documents, and that, to the best of his or
her knowledge after reasonable investigation:
(a) the representations and warranties of the Company in this Agreement and in the Pooling and Servicing Agreement are true and
correct in all material respects; and
(b) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to
be performed or satisfied hereunder at or prior to the Closing Date.
6.4 Residential Funding shall have delivered to you a certificate, dated the Closing Date, of the President, a Managing
Director, a Director or an Associate of Residential Funding to the effect that the signer of such certificate has examined the
Pooling and Servicing Agreement and this Agreement and that, to the best of his or her knowledge after reasonable investigation, the
representations and warranties of Residential Funding contained in the Pooling and Servicing Agreement and in this Agreement are true
and correct in all material respects.
6.5 You shall have received the opinions of [Xxxxx, Xxxxx, Xxxx & Maw LLP] [Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP], special counsel
for the Company and Residential Funding, dated the Closing Date and substantially to the effect set forth in Exhibits A-1, A-2 and
A-3, and the opinion of [__________], associate counsel for the Company and Residential Funding, dated the Closing Date and
substantially to the effect set forth in Exhibit B.
6.6 You shall have received a negative assurance letter regarding the Prospectus from [Xxxxx, Xxxxx, Xxxx & Maw LLP] [Xxxxxx,
Xxxxxxxxxx & Xxxxxxxxx LLP], special counsel for the Company and Residential Funding, in form satisfactory to you.
6.7 The Underwriter shall have received from [___________], certified public accountants, (a) a letter dated the date hereof and
satisfactory in form and substance to the Underwriter and the Underwriter's counsel, to the effect that they have performed certain
specified procedures, all of which have been agreed to by the Underwriter, as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Description
of the Mortgage Pool", "Description of the Agreements", "Description of the Securities" and "Certain Yield and Prepayment
Considerations" agrees with the records of the Company and Residential Funding excluding any questions of legal interpretation and
(b) the letter prepared pursuant to Section 4.4(e).
6.8 The Class A Certificates shall have been rated "AAA" by [Fitch Ratings, ("Fitch")] and AAA by [Standard & Poor's ("S&P")].
6.9 You shall have received the opinion of [_________], counsel to the Trustee, dated the Closing Date, substantially to the
effect set forth in Exhibit C.
6.10 [You shall have received the opinion of Xxxxxx & Xxxxxx, LLP, special Minnesota tax counsel for the Company, dated the
Closing Date, substantially to the effect set forth in Exhibit D].
6.11 You shall have received from [_______], associate counsel to the Company, a reliance letter with respect to any opinions
delivered to the rating agencies, or you shall have been listed as an addressee on any such opinions.
The Company will furnish you with conformed copies of the above opinions, certificates, letters and documents as you reasonably
request.
7. Indemnification and Contribution.
7.1 The Company and Residential Funding, jointly and severally, agree to indemnify and hold harmless you and each person, if
any, who controls you within the meaning of either Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), from and against any and all losses, claims, damages and liabilities (i) caused by any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Certificates as
originally filed or in any amendment thereof or other filing incorporated by reference therein, or in the Prospectus or incorporated
by reference therein (if used within the period set forth in Section 5.3 hereof and as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free
Writing Prospectus, or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading (except any omission with respect to information included in
the definition of Senior Structure Information), or (iii) caused by any untrue statement of a material fact or alleged untrue
statement of a material fact contained in (x) any Underwriter Prepared Issuer FWP or any Underwriter Free Writing Prospectus or any
omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, that in either case was caused by any error or omission in any Pool Information or (y) or
any information accurately extracted from any Issuer Free Writing Prospectus and included in any Underwriter Prepared Issuer FWP or
Underwriter Free Writing Prospectus; except insofar as such losses, claims, damages, or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon any information with respect to which the Underwriter has
agreed to indemnify the Company pursuant to clause (i) of Section 7.2; provided, however, that none of the Company, Residential
Funding or you will be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged omission made therein relating to the Excluded
Information.
7.2 You agree to indemnify and hold harmless the Company, Residential Funding, their respective directors or officers and any
person controlling the Company or Residential Funding within the meaning of either Section 15 of the Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and liabilities (i) caused by any untrue statement or alleged
untrue statement of material fact contained in the Underwriter Information, or any omission or alleged omission to state therein any
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading, (ii) caused by any untrue statement or alleged untrue statement of material fact contained in any
Underwriter Free Writing Prospectus (except for any information accurately extracted from any Issuer Free Writing Prospectus and
included in such Underwriter Free Writing Prospectus) or any omission or alleged omission to state therein a material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) caused by any untrue
statement or alleged untrue statement of material fact contained in any Underwriter Prepared Issuer FWP (except for any information
accurately extracted from any Issuer Free Writing Prospectus and included in such Underwriter Prepared Issuer FWP), or any omission
or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or (iv) resulting from your failure to comply with Section 4.4(e) or Section 4.3 or failure to
file any Underwriter Free Writing Prospectus required to be filed in accordance with Section 5.11; provided, however, that the
indemnification set forth in clauses (ii) and (iii) of this Section 7.2 shall not apply to the extent of any error or omission in any
Underwriter Prepared Issuer FWP or any Underwriter Free Writing Prospectus that was caused by any error or omission in any Pool
Information; provided, further, that none of the Company, Residential Funding or you will be liable in any case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein relating to the Excluded Information. In addition, you agree to indemnify and hold
harmless the Company, Residential Funding, their respective directors or officers and any person controlling the Company or
Residential Funding against any and all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable
attorneys' fees) caused by, resulting from, relating to, or based upon any legend regarding original issue discount on any
Certificate resulting from incorrect information provided by the Underwriter in the certificates described in Section 4.5 hereof.
7.3 In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of
which indemnity may be sought pursuant to either Section 7.1 or Section 7.2, such person (the "indemnified party") shall promptly
notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of
such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own
counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to
any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such
firm shall be designated in writing by you, in the case of parties indemnified pursuant to Section 7.1 and by the Company or
Residential Funding, in the case of parties indemnified pursuant to Section 7.2. The indemnifying party may, at its option, at any
time upon written notice to the indemnified party, assume the defense of any proceeding and may designate counsel reasonably
satisfactory to the indemnified party in connection therewith provided that the counsel so designated would have no actual or
potential conflict of interest in connection with such representation. Unless it shall assume the defense of any proceeding the
indemnifying party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled
with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment. If the indemnifying party assumes the defense of
any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party or, if such settlement
provides for release of the indemnified party in connection with all matters relating to the proceeding which have been asserted
against the indemnified party in such proceeding by the other parties to such settlement, without the consent of the indemnified
party.
7.4 If the indemnification provided for in this Section 7 is unavailable to an indemnified party under Section 7.1 or Section
7.2 hereof or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then the indemnifying party,
in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is appropriate to reflect not only the relative benefits
received by the Company and Residential Funding on the one hand and the Underwriter on the other from the offering of the
Certificates but also the relative fault of the Company or Residential Funding on the one hand and of the Underwriter on the other in
connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company and Residential Funding on the one hand and of the Underwriter
on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the
Underwriter, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission.
7.5 The Company, Residential Funding and the Underwriter agree that it would not be just and equitable if contribution pursuant
to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the
considerations referred to in Section 7.4 above. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in this Section 7 shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such
action or claim except where the indemnified party is required to bear such expenses pursuant to Section 7.4; which expenses the
indemnifying party shall pay as and when incurred, at the request of the indemnified party, to the extent that the indemnifying party
believes that it will be ultimately obligated to pay such expenses. In the event that any expenses so paid by the indemnifying party
are subsequently determined to not be required to be borne by the indemnifying party hereunder, the party which received such payment
shall promptly refund the amount so paid to the party which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
7.6 The indemnity and contribution agreements contained in this Section 7 and the representations and warranties of the Company
and Residential Funding in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by the Underwriter or on behalf of the Underwriter or any person controlling the
Underwriter or by or on behalf of the Company or Residential Funding and their respective directors or officers or any person
controlling the Company or Residential Funding and (iii) acceptance of and payment for any of the Certificates.
8. Termination. This Agreement shall be subject to termination by notice given to the Company and Residential Funding, if the
sale of the Certificates provided for herein is not consummated because of any failure or refusal on the part of the Company or
Residential Funding to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company
or Residential Funding shall be unable to perform their respective obligations under this Agreement. If you terminate this Agreement
in accordance with this Section 8, the Company or Residential Funding will reimburse you for all reasonable out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by the Underwriter in connection
with the proposed purchase and sale of the Certificates.
9. Certain Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and
other statements of the Company, Residential Funding or the officers of any of the Company, Residential Funding, and you set forth in
or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the
results thereof, made by you or on your behalf or made by or on behalf of the Company or Residential Funding or any of their
respective officers, directors or controlling persons, and will survive delivery of and payment for the Certificates.
10. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriter
will be mailed, delivered or telegraphed and confirmed to you at [__________], or if sent to the Company, will be mailed, delivered
or telegraphed and confirmed to it at Residential Asset Securities Corporation, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: President; or, if sent to Residential Funding will be mailed, delivered or telegraphed and
confirmed to it at Residential Funding Corporation, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: President.
11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to in Section 7 hereof, and their successors and assigns,
and no other person will have any right or obligation hereunder.
12. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.
13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original,
which taken together shall constitute one and the same instrument.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart
hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Residential Funding and you.
Very truly yours,
RESIDENTIAL ASSET SECURITIES CORPORATION
By:___________________________________________________________
Name:
Title:
RESIDENTIAL FUNDING CORPORATION
By:___________________________________________________________
Name:
Title:
The foregoing Underwriting Agreement
is hereby confirmed and accepted as of
the date first above written.
[UNDERWRITER]
By:
Name:
Title:
EXHIBIT A-1
[Xxxxx, Xxxxx, Xxxx & Maw LLP] [Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP] Opinion
Main Closing Opinion (Underwriting Agreement)
[EXHIBIT A-2]
[Xxxxx, Xxxxx, Xxxx & Maw LLP
Negative Assurance Letter (Underwriting Agreement)]
[EXHIBIT A-3]
[Mayer, Brown, Xxxx & Maw LLP Opinion
Tax Disclosure Letter (Underwriting Agreement)]
EXHIBIT B
In-House Opinion
Main Closing Opinion (Underwriting Agreement)
EXHIBIT C
Opinion of [___________]
Counsel to Trustee
[EXHIBIT D]
[Opinion of Faegre & Xxxxxx, LLP
Special Counsel to the Company]
EXHIBIT E
EXCLUDED INFORMATION
EXHIBIT F
UNDERWRITER INFORMATION
EXHIBIT G
UNDERWRITER'S CERTIFICATE
